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Half-year Report

2nd Aug 2018 07:00

RNS Number : 5592W
Vivo Energy PLC
02 August 2018
 

Vivo Energy plc Interim 2018 Results

Good momentum and efficient execution in H1 2018

 

London, United Kingdom, 02 August 2018: Vivo Energy plc today announces its interim condensed consolidated financial results for the half-year ended 30 June 2018.

 

Financial Highlights

· Volumes up 4% year-on-year, driven by growth in all business segments

· Gross Cash Profit up 7% year-on-year to $344m

· Non-fuel retail Gross Cash Profit up 22% year-on-year

· Adjusted EBITDA up 8% year-on-year to $204m

· Net Income decreased slightly by 1% year-on-year to $71m

· Adjusted Net Income up 11% year-on-year to $95m

· Adjusted diluted EPS of $0.07 and diluted headline EPS of $0.05 for the first half-year 2018

· Strong balance sheet with net debt/adjusted EBITDA ratio of 1.01x at 30 June 2018

· New $300m multi-currency revolving credit facility remained fully undrawn at the end of the period. Facility can be increased by an additional $100m contingent upon events after the listing

· Approved interim dividend of circa $0.01 per share, amounting to approximately $8m.

For further information refer to the dividend declaration announcement

 

KEY PERFORMANCE INDICATORS

US $ millions, unless otherwise indicated

Six-month

period ended

30 June 2018

Six-month

period ended

30 June 2017

Change

Volumes (million litres)

4,628

4,462

+4%

Gross Profit

312

295

+6%

Gross Cash Profit

344

323

+7%

Adjusted EBITDA

204

189

+8%

Net Income

71

72

-1%

Adjusted Net Income

95

86

+11%

 

Strategic and Operational Highlights

· Outstanding HSSE performance, with Total Recordable Case Frequency of zero

· IPO completed May 2018, admitted to trading on the London Stock Exchange with a secondary listing on the Johannesburg Stock Exchange

· Progressing towards completion of the Engen International Holdings Limited transaction

· On track to open the targeted number of service stations and non-fuel retail outlets for the year

· Joint venture formed to become KFC's licensee in the Ivory Coast. First KFC restaurant in the country opened at a Shell service station

· Secured several additional aviation contracts with international and regional carriers

 

Christian Chammas, CEO of Vivo Energy plc, commented: "Following our successful IPO on the London and Johannesburg Stock Exchanges in May, we are pleased to have delivered a strong set of results for the first half of the year, during which we continued to meet our growth objectives.

 

"We have received further regulatory and anti-trust approvals in relation to the Engen International Holdings Limited transaction. We continue to work on the final outstanding items whilst discussing the timing of completion with Engen.

 

"Given Vivo Energy's differentiated business model, track record, exposure to Africa and the growth opportunity it represents, the Directors remain confident in the resilience of the business and its ability to deliver its growth objectives in the second half of the year."

 

FY 2018 Outlook

Overall performance for the first half of the year remained in line with the Group's objectives for the fiscal year. We continue to expect annual volume growth to be within our target mid-single digit percentage range, with an overall broadly stable gross cash unit margin.

 

Following consumer activism in Morocco across several sectors during Q2 2018, the Moroccan government initiated dialogue with the Moroccan Petroleum Group (GPM), the industry representative body, to discuss price regulation. Whilst discussions have taken place, at this stage no plans regarding price regulation have been confirmed. 

 

Vivo Energy expects to provide further updates on its medium-term objectives, reflecting the impact of the Engen International Holdings Limited transaction, in due course.

 

Ends 

 

Results Presentation

Vivo Energy plc will host a presentation for analysts and institutional investors today, 02 August 2018 at 09.00 BST, which can be accessed at: https://www.investis-live.com/vivo-energy/5b3e265305eeee1000a8511d/fhud 

 

Conference call details:

Please dial into the call at least 15 minutes prior to the conference start time. 

 

Participant dial-in numbers

Dial in: +44 20 3936 2999

Participant Access Code: 07 36 45

 

Replay information

Dial in: + 44 20 3936 3001

Replay code: 21 71 27

 

The replay of the webcast will be available after the event at: https://investors.vivoenergy.com

 

Enquiries:

 

Media

 

Tulchan Communications LLP

Martin Robinson, Toby Bates

+44 20 7353 4200

[email protected]

 

Vivo Energy plc

Rob Foyle

+44 1234 904 037

[email protected]

 

Investors

[email protected]

 

 

Notes to editors:*

Vivo Energy operates and markets its products in countries across North, West, East and Southern Africa. The Group has a network of over 1,800 service stations in 15 countries and exports lubricants to a number of other African countries. Its retail offering includes fuels, lubricants, card services, shops and other non-fuel services (e.g. oil change and car wash). It provides fuels, lubricants and liquefied petroleum gas (LPG) to business customers across a range of sectors including marine, mining, construction, power, transport and manufacturing. Jet fuel is sold to customers under the Vitol Aviation brand.

 

The Company employs around 2,360 people and has access to approximately 943,000 cubic metres of fuel storage capacity. The Group's joint venture, Shell and Vivo Lubricants B.V., sources, blends, packages and supplies Shell-branded lubricants and has blending capacity per annum of around 158,000 metric tonnes at plants in six countries (Ghana, Guinea, Ivory Coast, Kenya, Morocco and Tunisia).

 

This announcement is available on the Company's website at: http://investors.vivoenergy.com

 

This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire securities of Vivo Energy plc, or any of its affiliates in any jurisdiction, or an inducement to enter into investment activity.

 

References in this announcement to "Vivo Energy" or the "Group" mean Vivo Energy plc ("the Company") and Vivo Energy Holding B.V. ("VEH", the holding company of the Vivo Energy Group until admission), together with its consolidated subsidiaries and subsidiary undertakings. Refer to the Non-GAAP financial measures definitions of Adjusted EBITDA and Adjusted Net Income and reconciliations to the most comparable IFRS measures in the interim condensed consolidated financial statements for the six-month period ended 30 June 2018 (note 4). The Group defines Gross Cash Profit as gross profit adjusted to exclude depreciation and amortisation expense.

 

* Data correct as at 30 June 2018.

 

 

Forward-looking statements

This announcement includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as: "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "anticipates" or "targets" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding the intentions, beliefs or current expectations of the Directors or the Group concerning, among other things, the future results of operations, financial condition, prospects, growth, strategies of the Group and the industry in which it operates.

 

No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements.

 

Such forward-looking statements contained in this report speak only as of the date of this report. The Company and the Directors expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the document to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based, unless required to do so by applicable law.

UNAUDITED INTERIM REPORT

For the six-month period ended 30 June 2018

 

Table of contents

Management's discussion and analysis

Forward-looking statements

Overview

Consolidated results of operations

Analysis of consolidated results of operations

Overview of operations by segment

Retail

Commercial

Lubricants

Consolidated financial position

Liquidity and capital resources

Non-GAAP financial measures

Reconciliation of Non-GAAP measures

Accounting and reporting developments

Control and procedures

Risks and uncertainties

Shareholder information

Interim condensed consolidated financial statements

 

Terms and abbreviations

Term

Description

Term

Description

B2C

Business to consumer

GAAP

HI

HSSE

IFRS

IPO

KFC

LIBOR

LPG

MD&A

PP&E

SVL

Generally Accepted Accounting Principles

Six-month period 1 January to 30 June

Health, safety, security and environment

International Financial Reporting Standards

Initial public offering

Kentucky Fried Chicken

London Interbank Offered Rate

Liquefied petroleum gas

Management's discussion and analysis

Property, plant and equipment

Shell and Vivo Lubricants B.V.

DPO

Days payable outstanding

DSO

Days sales outstanding

EBIT

Earnings before finance expense, finance income and income taxes

EBITDA

Earnings before finance expense, finance income, income taxes, depreciation and amortisation

EBT

EIHL

EPS

ETR

Earnings before income taxes

Engen International Holdings (Mauritius) Limited

Earnings per share

Effective tax rate

 

To view the PDF of the Interim report for the six-month period ended 30 June 2018, please click on the following link: http://investors.vivoenergy.com/~/media/Files/V/Vivo-Energy-IR/reports-and-presentations/interim-results-2018-announcement.pdf.

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

This MD&A of financial condition and results of operations is intended to convey management's perspective of Vivo Energy plc's ("Vivo Energy" or the "Company") operational performance and financial condition during the periods under review, as measured under IFRS and other relevant measures. This MD&A is intended to assist readers in understanding and interpreting the Company's interim condensed consolidated financial statements and should therefore be read in conjunction with the interim condensed consolidated financial statements (included from page 17 onwards). The results of operations and cash flows for the six-month period are not necessarily indicative of the results of operations and cash flows for the full fiscal year.

 

The Company was incorporated as a private limited company in the United Kingdom on 12 March 2018 and re-registered as a public limited company on 9 April 2018. Vivo Energy plc was incorporated in conjunction with the pre-IPO reorganisation of the Group. On 10 May 2018, the Company listed on the London Stock Exchange Main Market for listed securities and the Main Board of the securities exchange operated by the Johannesburg Stock Exchange by way of secondary inward listing. References in this MD&A to "Vivo Energy" or the "Group" or "we" or "our" mean the Company and Vivo Energy Holding B.V. ("VEH", the holding company of the Vivo Energy Group until admission), together with its consolidated subsidiaries and subsidiary undertakings. Therefore, the MD&A for the six-month period ended 30 June 2018 is presented for the Group with continuity, including the impact of the IPO reorganisation.

All amounts in this report are expressed in thousands of US dollars, unless otherwise indicated.

 

Further insight into the Company, as well as financial and operations reports, can be found on the investor relations section of the Company's website at: http://investors.vivoenergy.com/. 

IFRS and Non-GAAP measures

This MD&A contains both IFRS and Non-GAAP measures. Non-GAAP measures are defined and reconciled to the most comparable IFRS measures.

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as: "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "anticipates" or "targets" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding the intentions, beliefs or current expectations of the Directors or the Group concerning, among other things, the future results of operations, financial condition, prospects, growth, strategies of the Group and the industry in which it operates.

 

No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements.

 

Such forward-looking statements contained in this report speak only as of the date of this report. The Company and the Directors expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the document to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based, unless required to do so by applicable law. 

OVERVIEW

Volumes

(litres)

Gross

Profit

Gross Cash

Profit

Adjusted

 EBITDA

Adjusted Net

Income

4,628 million

$312 million

$344 million

$204 million

$95 million

KEY PERFORMANCE INDICATORS

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2018

30 June 2017

Change

Volumes (million litres)

4,628

4,462

+4%

Gross profit

312,062

294,935

+6%

Gross cash unit margin ($/'000 litres)

74

72

+3%

Gross cash profit

344,435

323,108

+7%

Adjusted EBITDA

203,550

188,707

+8%

Net income

71,258

72,054

-1%

Adjusted net income 

95,037

85,579

+11%

Diluted EPS (US $)[1]

0.05

29.022

N.A.

Adjusted diluted EPS (US $)1

0.07

34.93[2]

N.A.

KEY HIGHLIGHTS AND EVENTS

Strategic and operational highlights

 

In the first six months of 2018, Vivo Energy achieved an outstanding HSSE performance, with industry-led HSSE targets being exceeded for all key performance indicators and with a Total Recordable Case Frequency of zero.

In May 2018, Vivo Energy successfully completed an initial public offering, and was admitted to trading on the Main Market of the London Stock Exchange, with a secondary listing on the Main Board of the securities exchange operated by the Johannesburg Stock Exchange.

Integration planning in relation to the acquisition of EIHL[3] is making good progress. We have received further regulatory and anti-trust approvals. We continue to work on the final outstanding items whilst discussing the timing of completion with Engen.

Total volumes increased by 4% year-on-year to 4,628 million litres, driven by further growth in all business segments.

Continued Retail fuel growth was driven by existing portfolio optimisations and service station network developments. We are on track to open the targeted number of service stations and non-fuel retail outlets for the year.

In Non-fuel retail, a joint venture was formed (Baobab Energy Côte d'Ivoire) to become KFC's licensee in the Ivory Coast. Following this, the first KFC restaurant opened at a Shell service station in the Ivory Coast.

In Commercial, Vivo Energy successfully secured several additional aviation contracts with international and regional carriers.

The Lubricants segment delivered a solid performance in terms of volume and adjusted EBITDA growth, despite an increase in base oil prices compared to H1 2017.

Financial performance

 

Gross cash profit was up 7% year-on-year, amounting to $344 million, primarily due to volume growth, higher unit margins and favourable foreign currency movements.

Adjusted EBITDA increased by 8% year-on-year to $204 million, as a result of the volume growth, strong margins and the contribution to the share of profit from our lubricants joint venture, the SVL group.

Net income of $71 million was slightly below last year (-1%) as a result of the special items, mainly in relation to the IPO.

 

Adjusted net income, before the impact of special items mainly associated with IPO-related costs, increased by 11% to $95 million year-on-year.

Adjusted diluted EPS was $0.07 per share for the first half-year of 2018.

Subsequent to the end of the period, the Board approved an interim dividend of circa $0.01 per share, amounting to approximately $8 million.

Vivo Energy maintained a strong balance sheet with a leverage ratio[4] of 1.01x at 30 June 2018 (31 December 2017: 0.97x) and a net debt of $395 million at 30 June 2018 (31 December 2017: $366 million).

OUTLOOK

Overall performance for the first half of the year remained in line with the Group's objectives for the fiscal year. We continue to expect annual volume growth to be within our target mid-single digit percentage range, with an overall broadly stable gross cash unit margin.

Following consumer activism in Morocco across several sectors during Q2 2018, the Moroccan government initiated dialogue with the Moroccan Petroleum Group (GPM), the industry representative body, to discuss price regulation. Whilst discussions have taken place, at this stage no plans regarding price regulation have been confirmed.

Vivo Energy expects to provide further updates on its medium-term objectives, reflecting the impact of the EIHL transaction, in due course.

 

 

CONSOLIDATED RESULTS OF OPERATIONS

SUMMARY INCOME STATEMENT

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

Change

Revenues

3,672,742

3,226,737

+14%

Cost of sales 

(3,360,680)

(2,931,802)

+15%

Gross profit 

312,062

294,935

+6%

Selling and marketing cost

(90,468)

(89,922)

+1%

General and administrative cost

(102,627)

(80,490)

+28%

Share of profit of joint ventures and associates

12,144

6,741

+80%

Other income (expense)

1,012

479

+111%

EBIT 

132,123

131,743

+0%

Finance expense - net

(18,292)

(14,753)

+24%

EBT

113,831

116,990

-3%

Income taxes 

(42,573)

(44,936)

-5%

Net income

71,258

72,054

-1%

 

NON-GAAP MEASURES

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2018

30 June 2017

Change

Volumes (million litres)

4,628

4,462

+4%

Gross cash profit

344,435

323,108

+7%

EBITDA

176,312

171,477

+3%

Adjusted EBITDA

203,550

188,707

+8%

ETR (%)

37.4%

38.4%

N.A.

Adjusted net income

95,037

85,579

+11%

Adjusted diluted EPS (US $)[5]

0.07

34.93[6]

N.A.

 

 

ANALYSIS OF CONSOLIDATED RESULTS OF OPERATIONS

Volumes

 

Volumes increased by 4% to 4,628 million litres, resulting from further growth across all business segments. Retail fuel, our largest segment, accounted for 57% of total volumes and increased by 5% year-on-year. This strong business performance in Retail was driven by new service station volumes and continued growth in the

existing portfolio. Commercial volumes accounted for 42% of total volumes, an increase of 2% year-on-year, due to exceptional performance in our sub-segments: Aviation, Marine and LPG. Lubricants volumes accounted for 1% of total volumes and increased by 3% year-on-year.

Gross cash profit

 

Gross cash profit increased by $21 million, or 7% to $344 million for the first half-year compared to $323 million in H1 2017. Gross cash profit was driven by an increase in volumes, higher margins

and favourable foreign currency movements, as well as efficient supply and distribution. Gross cash unit margin increased by 3% to $74 per thousand litres.

Adjusted EBITDA

 

Adjusted EBITDA increased by $15 million or 8% year-on-year to $204 million, driven by higher volumes and margins as well as cost control.

Contributing to the higher Adjusted EBITDA was the share of profit from our joint venture investments. Share of profit in joint ventures amounted to $12 million, of which $6 million relates to the share of profit from the SVL group, our lubricants joint venture, of which we acquired a 50% shareholding in December 2017.

Selling and marketing costs were 1% higher, amounting to $90 million, mainly due to inflation and foreign currency movements.

General and administrative cost, including special items, amounted to $103 million compared to $80 million in H1 2017. The increase was primarily due to higher non-recurring special items,[7] inflation and foreign currency movements as well as higher employee benefit expenses in H1 2018.

Net finance expense

 

Net finance expense increased by $3 million or 24% to $18 million from $15 million in the first half of 2017. This net finance expense variation was mainly driven by higher long-term borrowings relative to the same period in 2017, as well as a foreign exchange loss due to currency movements. In June 2017, the Company entered into a term loan facility. An incremental facility was drawn down in December 2017 to fund the acquisition of the participation in the SVL

group. The term loan facility carries interest of Libor plus a margin of 2.5% per annum. The incremental facility has interest of Libor plus a margin of 2.5% for the amortised portion and Libor plus a margin of 3% for the bullet portion. The Group manages exposure to cash flow interest rate risk on long-term borrowings using interest rate swaps, resulting in a fixed interest rate of funding of approximately 4%.

Income taxes

 

For the six-month period ended 30 June 2018, ETR decreased to 37.4% from 38.4% compared to the comparative period of 2017. The decrease

is mainly attributable to less withholding tax and higher non-taxable income.

 

OVERVIEW OF OPERATIONS BY SEGMENT

 

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2018

30 June 2017

Change

Volumes (million litres)

 

 

 

Retail

2,635

2,514

+5%

Commercial

1,926

1,883

+2%

Lubricants

67

65

+3%

Total

4,628

4,462

+4%

Gross profit

 

 

 

Retail (including Non-fuel retail)

196,538

184,647

+6%

Commercial

80,910

73,447

+10%

Lubricants

34,614

36,841

-6%

Total

312,062

294,935

+6%

Gross cash unit margin ($ /'000 litres)

 

 

 

Retail fuel (excluding Non-fuel retail)

78

77

+2%

Commercial

47

44

+8%

Lubricants

536

583

-8%

Total

74

72

+3%

Gross cash profit

 

 

 

Retail (including Non-fuel retail)

217,064

202,510

+7%

Commercial

91,454

82,623

+11%

Lubricants

35,917

37,975

-5%

Total

344,435

323,108

+7%

Adjusted EBITDA

 

 

 

Retail

120,771

110,937

+9%

Commercial

57,361

54,591

+5%

Lubricants

25,418

23,179

+10%

Total

203,550

188,707

+8%

  

 

RETAIL

Volumes

(litres)

Gross

Profit

Gross Cash Unit

Margin

(excl. Non-fuel retail)

Gross Cash

 Profit

Adjusted

 EBITDA

2,635 million

$197 million

$78 /'000 litres

$217 million

$121 million

KEY PERFORMANCE INDICATORS

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2018

30 June 2017

Change

Volumes (million litres)

2,635

2,514

+5%

Gross profit (including Non-fuel retail)

196,538

184,647

+6%

Retail fuel gross cash unit margin ($ /'000 litres)

78

77

+2%

Retail fuel gross cash profit

205,638

193,136

+6%

Non-fuel retail gross cash profit

11,426

9,374

+22%

Adjusted EBITDA

120,771

110,937

+9%

ANALYSIS OF RESULTS

The Retail segment continued to drive the strong performance of our business and represented 59% of the Group's adjusted EBITDA. Volumes grew by 5%, gross cash profit increased by 7% and adjusted EBITDA was higher by 9% year-on-year.

Retail fuel

 

Retail fuel is at the heart of our growth story and achieved a 5% increase in volumes.

Higher volumes were fuelled by service station network development, which strongly contributed to the overall portfolio growth. Continued maximum extraction of value from existing service stations resulted in the optimisation of the existing portfolio, in line with our objectives.

The strong performance of our existing portfolio was further supported by marketing and operational excellence initiatives.

Gross cash unit margin (excluding Non-fuel retail) increased by 2% to $78 per thousand litres. Related gross cash profit increased by 6% to $206 million, driven by higher volumes, strong margins and favourable currency movements.

Non-fuel retail

 

Non-fuel retail gross cash profit increased to $11 million, or 22% year-on-year, driven by new outlet openings and greater value extraction from existing outlets.

Quick service restaurants are key to growth in this segment and we continue to roll out our strategy of bringing more food brands to our service stations. During the period, international food brand, KFC, opened its first restaurant at a

Shell-branded service station in the Ivory Coast, which was well received by our customers.

Convenience retail is an important growth focus area where we deploy category management plans to respond effectively to consumer needs.

In Non-fuel retail, our focus is delivering the most convenient experience by turning our service stations into hubs for consumers and commerce.

 

 

COMMERCIAL

Volumes

(litres)

Gross

Profit

Gross Cash Unit

Margin

Gross Cash

Profit

Adjusted

EBITDA

1,926 million

$81 million

$47 /'000 litres

$91 million

$57 million

KEY PERFORMANCE INDICATORS

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2018

30 June 2017

Change

Volumes (million litres)

1,926

1,883

+2%

Gross profit

80,910

73,447

+10%

Gross cash unit margin ($ /'000 litres)

47

44

+8%

Gross cash profit

91,454

82,623

+11%

Adjusted EBITDA

57,361

54,591

+5%

ANALYSIS OF RESULTS

Aviation, Marine and LPG contributed strongly to higher volumes partly offset by slightly lower Commercial fuel performance. Gross cash unit margin was higher at $47 per thousand litres compared to $44 per thousand litres in H1 2017 and gross cash profit increased by 11%.

Core commercial

 

Core commercial comprises LPG and bulk fuel sales to customers in industries such as transportation, mining, construction, power and consumers for packed LPG. Core commercial accounted for 74% (H1 2017: 77%) of total Commercial volumes and 83% (H1 2017: 88%) of total Commercial gross cash profit.

Gross cash profit was 5% higher, despite a decrease in volumes (1% year-on-year). Commercial volumes were negatively impacted by lower fuel demand, as some key power sector customers increasingly relied on hydro power in

the rainy season, and certain government construction projects were delayed. LPG volumes increased year-on-year, driven by the development of the distributers' networks and the expansion of point of sale coverage.

Gross cash unit margin increased by 6% to $53 per thousand litres, driven by the development of customer value propositions and strategically targeting profitable growth in high margin sectors. Cost management, as well as efficient supply and distribution, especially in LPG, further contributed to higher margins and increased gross cash profit.

Aviation and Marine

 

Aviation and Marine accounted for 26% (H1 2017: 23%) of total Commercial volumes and 17% (H1 2017: 12%) of total Commercial gross cash profit.

Aviation and Marine volumes grew by 14% year-on-year. Gross cash unit margin increased by 33% year-on-year to $31 per thousand litres.

Aviation was positively impacted by the tourism sector. Vivo Energy successfully secured several

additional aviation contracts with international and regional carriers. Spot sales and increasing crude oil prices resulted in higher Aviation unit margins.

Marine volumes increased due to an increase in large-scale tankers bunkering in one of our countries. In other countries, ongoing efforts to secure opportunistic spot sales at favourable pricing had a positive impact on both margins and volumes.

LUBRICANTS

Volumes

(litres)

Gross

 Profit

Gross Cash Unit

Margin

Gross Cash

Profit

Adjusted

EBITDA

67 million

$35 million

$536 /'000 litres

$36 million

$25 million

KEY PERFORMANCE INDICATORS

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2018

30 June 2017

Change

Volumes (million litres)

67

65

+3%

Revenue

183,665

167,595

+10%

Gross profit

34,614

36,841

-6%

Gross cash unit margin ($ /'000 litres)

536

583

-8%

Gross cash profit

35,917

37,975

-5%

Adjusted EBITDA

25,418

23,179

+10%

ANALYSIS OF RESULTS

Adjusted EBITDA for the Lubricants segment increased by 10% to $25 million, mainly attributable to our SVL joint venture that ensures a partnership across the value chain. Lubricants accounted for 13% of the Group's adjusted EBITDA.

Retail lubricants

 

Retail lubricants comprise sales to Retail customers and B2C sales. Retail lubricants accounted for 60% (H1 2017: 59%) of total Lubricants volumes and 62% (H1 2017: 61%) of total Lubricants gross cash profit.

Volumes grew 4% year-on-year driven by successful marketing campaigns and tactical initiatives such as lube bays and oil specialist offerings at service stations. In the first half of 2018, full growth potential was slightly limited due

to lower than expected efficiencies of some of our distributers. Unit margin decreased to $547 from $598 per thousand litres, as a result of an increase in base oil prices, offset by favourable foreign exchange movements. In response to the increase in base oil prices, active price management in line with the pricing strategy was initiated and marketing activities were focused on selling an optimised sales mix of premium products that ensure higher margins.

Commercial lubricants

 

Commercial lubricants comprise sales to commercial customers and export sales to more than 10 African countries. Commercial lubricants accounted for 40% (H1 2017: 41%) of total Lubricants volumes and 38% (H1 2017: 39%) of total Lubricants gross cash profit.

Volumes grew 1% despite postponement of some construction projects. Activity in the Commercial

lubricants segment is expected to increase during the second part of the year.

Unit margins are at $518 in 2018 from $560 per thousand litres compared to the prior period, attributable to the increase in the base oil prices, partially offset by favourable foreign exchange movements.

 

 

CONSOLIDATED FINANCIAL POSITION

Total assets

 

 

Total assets, including foreign currency movements, increased by $132 million and can largely be explained by:

· $85 million increase in other assets, mainly driven by other government benefits receivable, principally as a result of the timing of payments;

· $97 million increase in inventories due to higher crude oil prices as well as the timing of purchases and shipments. Average monthly inventory days for the period was 22 days;

· $57 million increase in trade receivables driven by increased sales volumes and higher crude oil prices. Average monthly DSO[8] for the period was 16 days.

 

Partially offset by:

· $107 million decrease in cash and cash equivalents, mainly due to repayments of borrowings, investments in PP&E and intangible assets as well as current income taxes paid.

 

 

Equity and liabilities

 

 

Total equity and liabilities, including foreign currency movements, increased by $132 million and can largely be explained by:

· $194 million increase in trade payables, mostly due to an increase in crude oil prices and the timing of purchases and shipments. Average monthly DPO1 for the period was 56 days.

 

Partially offset by:

· $42 million repayment of long-term debt;

· $23 million decrease in other liabilities, relating to payments of employees' annual and long-term incentives as well as the settlement of the current portion of the Management Equity Plan.

 

 

 

 

 

LIQUIDITY AND CAPITAL RESOURCES

FREE CASH FLOW

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

Net income

71,258

72,054

Adjustment for non-cash items & other

82,718

83,741

Cash flow from operations before changes in net working capital and income tax

153,976

155,795

Net change in operating assets and liabilities and other adjustments

(35,877)

14,154

Cash flow from operating activities before income tax

118,099

169,949

Net additions of PP&E and intangible assets

(59,019)

(38,106)

Free cash flow before income tax

59,080

131,843

Current income tax paid

(62,438)

(72,090)

Free cash flow after tax

(3,358)

59,753

 

Free cash outflow after income tax of $3 million in the first half of 2018 was negatively impacted by special items[9] and is explained by our significant investments in PP&E and intangible assets of $59 million compared to $38 million in the first half-year of 2017. We have continued to significantly invest into our retail service station network, which will positively contribute to our future growth. Further progress was made on our IT-related projects, such as the SAP implementation, resulting in a cash outflow of approximately $12 million. Furthermore, we paid income tax in the amount of $62 million in the first half of 2018. Cash outflows for our investments in fixed assets and income tax paid were offset by a cash inflow from operating activities before income tax of $118 million due to our strong business performance in H1 2018. The "Net change in operating assets and liabilities and other adjustments" amounts to a cash outflow of $36 million, principally as a result of an increase in other assets, which was partly compensated by a positive net change in our working capital such as inventories, trade receivables and trade payables. The increase in other assets mainly relates to the timing of payments of other government benefits receivable for local subsidies. After the end of the reporting period, the Company received cash of $40 million in the month of July 2018 for the other government benefits receivable.

NET DEBT AND AVAILABLE LIQUIDITY

US $'000

 30 June 2018

31 December 2017

Long-term debt

433,943

479,889

Lease liabilities

121,678

133,757

Total debt excluding short-term bank borrowings

555,621

613,646

Short-term bank borrowings[10]

154,927

175,302

Less cash and cash equivalents

(315,919)

(422,494)

Net debt

394,629

366,454

 

US $'000

 30 June 2018

31 December 2017

Cash and cash equivalents

315,919

422,494

Available undrawn credit facilities

1,339,162

761,490

Available short-term capital resources

1,655,081

1,183,984

 

Net debt at 30 June 2018 increased slightly to $395 million from $366 million at 31 December 2017. The increase was primarily due to a decrease in cash and cash equivalents, partially offset by a decrease in long-term debt as a result of scheduled repayments and a decrease in lease liabilities.

The leverage ratio[11] increased to 1.01x at 30 June 2018 from 0.97x at 31 December 2017. In May 2018, the Company established a new multi-currency revolving credit facility of $300 million.[12] This credit facility remains fully undrawn and resulted in available short-term capital resources of $1,655 million compared to $1,184 million at 31 December 2017.

NON-GAAP FINANCIAL MEASURES

We believe that providing certain Non-GAAP financial measures in addition to IFRS measures provides users of our interim condensed consolidated financial statements with enhanced understanding of results and related trends, and increases the transparency and clarity of the core results of our business.

Non-GAAP financial measures are derived from the interim condensed consolidated financial statements but do not have standardised meanings prescribed by IFRS. The exclusion of certain items from Non-GAAP performance measures does not imply that these items are necessarily non-recurring. From time to time, we may exclude additional items if we believe doing so would result in a more transparent and comparable disclosure.

This Interim report is based on reported numbers in accordance with IFRS and the following Non-GAAP financial measures:

 

 

Term

Description

Term

Description

Gross cash profit

Gross profit before depreciation and amortisation recognised in cost of sales.

Gross cash unit margin

Gross cash profit per unit (1000 litres).

EBIT

Earnings before finance expense, finance income and income taxes.

EBITDA

Earnings before finance expense, finance income, income tax, depreciation and amortisation.

Adjusted EBITDA

EBITDA adjusted for the impact of special items.

EBT

Earnings before income taxes.

Adjusted net income

Net income adjusted for the impact of special items.

Adjusted diluted EPS

Diluted EPS adjusted for the impact of special items.

Special items

Income or charges that are not considered to represent the underlying operational performance and, based on their significance in size or nature, are presented separately to provide further understanding of the financial performance of the Group.

Free cash flow

Cash flow from operating activities less net additions to PP&E and intangible assets.

Net debt

Total borrowings and lease liabilities less cash and cash equivalents.

Leverage ratio

Net debt divided by adjusted EBITDA.

 

 

 

RECONCILIATION OF NON-GAAP MEASURES

 

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

Gross profit

312,062

294,935

Add back: Amortisation and depreciation in cost of sales

32,373

28,173

Gross cash profit

344,435

323,108

 

 

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

EBIT

132,123

131,743

Depreciation and amortisation

44,189

39,734

EBITDA

176,312

171,477

Special items:

 

 

Management Equity Plan

2,332

14,318

Restructuring

1,013

2,912

IPO and Engen acquisition related expenses[13]

23,893

-

Adjusted EBITDA

203,550

188,707

 

 

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

Net income

71,258

72,054

Adjustments to EBIT related to special items:

 

 

Management Equity Plan

2,332

14,318

Restructuring

1,013

2,912

IPO and Engen acquisition related expenses1

23,893

-

Tax on special items

(3,459)

(3,705)

Adjusted net income

95,037

85,579

 

 

 

Six-month period ended

US $

30 June 2018

30 June 2017

Diluted EPS[14]

0.05

29.02

Impact of special items

0.02

5.91

Adjusted diluted EPS2

0.07

34.93[15]

 

 

ACCOUNTING AND REPORTING DEVELOPMENTS

In 2017, the Group elected to early-adopt IFRS 9 "Financial Instruments", IFRS 15 "Revenue from Contracts with Customers", and IFRS 16 "Leases". The early adoption of IFRS 9 and IFRS 15 had an insignificant impact on the Group's financial position. The IFRS 16 early adoption had a material impact on the Consolidated Statement of Financial Position, an immaterial impact on the Consolidated Statement of Comprehensive Income and no impact on the Consolidated Statement of Cash Flow. The full retrospective adoption of the standard led to the restatement of comparative figures. Refer to our annual financial statements as of 31 December 2017. There are no other standards, amendments and interpretations which are effective for the financial year beginning on 1 January 2018 that have a material impact on the interim condensed consolidated financial statements of the Group.

CONTROL AND PROCEDURES

Our approach to internal controls includes a number of general and specific processes and policies that have been developed based on detailed risk assessment at Group and local level. The key controls are linked to the main business processes such as the revenue and receivables cycle, procure-to-pay cycle, inventory, capital expenditure management as well as information technology systems. The objectives of these controls are to ensure structured investment decision making, quality and timely reporting, cost optimisation as well as intended innovative ways of creating and protecting value.

The internal control framework includes daily, monthly, quarterly, half-yearly and annual monitoring mechanisms to ensure the control environment continues to be designed and operates effectively. The internal control function works closely with the internal audit team in carrying out their monitoring role, which is linked to performance appraisals. There were no significant changes to the internal controls framework in the reporting period.

RISKS AND UNCERTAINTIES

In December 2015, the Government of Morocco deregulated fuel prices. Following consumer activism in Morocco across several sectors during Q2 2018, the government initiated discussions with the Moroccan Petroleum Group (GPM), the industry representative body, to discuss price regulation. Whilst discussions have taken place, at this stage no plans regarding price regulation have been confirmed. During the first half of 2018 Retail fuels in Morocco contributed 22% to Group's adjusted EBITDA compared to 29% for the full-year 2017. Our 2019 guidance at IPO already reflected a $3/'000 litres decrease in overall Retail gross cash unit margin, representing an estimated impact of approximately $15 million on adjusted EBITDA, based on 2019 targeted Retail volumes.

Completion of the EIHL transaction is subject to satisfaction (or waiver, where applicable) of certain conditions, including regulatory anti-trust approvals and non-objection. In the Democratic Republic of Congo, a Government Ministry on 2 May 2018 filed a motion in the DRC courts asserting a right of pre-emption in respect of EIHL's shareholding in Engen DRC S.A. (in which the Government holds a 40% stake) which, if maintained, would have the effect of preventing the transfer of Engen DRC S.A. to the Group. Engen DRC S.A. constitutes a material part of the EIHL Group. On the advice of counsel, the Directors believe that this claim has no legal basis. The Company continues to work with the EIHL Group to resolve this issue prior to the completion of the EIHL transaction. If the Company is unable to resolve the matter to its satisfaction it may, amongst other things, look to exercise its rights and remedies under the Share Sale and Purchase Agreement, which, depending on the circumstances, could include exercising its right to terminate the Share Sale and Purchase Agreement.

Apart from the above, the principal risks and uncertainties faced by the Company are expected to remain largely consistent with those described in the Vivo Energy plc Prospectus published on 4 May 2018. 

SHAREHOLDER INFORMATION

 

Authorised, issued and outstanding shares as at 30 June 2018 were as follows:

 

 

Authorised

Issued and

outstanding

Ordinary shares

1,201,798,866

1,201,798,866

 

Effective 13 June 2018, the Company completed a court-approved reduction of capital. The purpose of the reduction of capital was to provide distributable reserves which will allow the Company to make future dividend payments. Following the reduction of capital, the number of issued shares and the rights attached to those shares remained unchanged. The nominal value of the ordinary shares in the capital of the Company was reduced by $1.00 from $1.50 to $0.50.

Subsequent to the end of the period, the Board approved an interim dividend of circa $0.01 per share, amounting to approximately $8 million. The dividend is expected to be paid on 17 September 2018 to shareholders of record at close of business on 17 August 2018. The dividend will be paid out of distributable reserves as at 30 June 2018.

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three- and six-month periods ended 30 June 2018

Table of contents

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position.

Consolidated Statement of Changes in Equity.

Consolidated Statement of Cash Flows

Notes to the interim condensed consolidated financial statements

1. Basis of preparation

2. Significant changes in the current and future reporting period

3. Financial instruments by category

4. Segment reporting

5. Other income and expense

6. Finance income and expense

7. Income taxes

8. Earnings per share

9. Other assets

10. Inventories

11. Borrowings

12. Other liabilities

13. Net change in operating assets and liabilities and other adjustments

14. Commitments and contingencies

15. Management Equity Plan

16. Events after balance sheet period

Responsibility statement

Independent review report

 

Terms and abbreviations

Term

Description

Term

Description

DTR

 

B2B

B2C

EBIT

Disclosure Guidance and Transparency Rules

Business to business

Business to consumer

Earnings before finance expense, finance income and income taxes

FVTPL

GAAP

HSSE

IAS

IASB

IFRIC

IFRS

JSE

LTIP

NCI

OCI

P&L

PP&E

Fair value through profit and loss

Generally Accepted Accounting Principles

Health, safety, security and environment

International Accounting Standards

International Accounting Standards Board

IFRS Interpretation Committee

International Financial Reporting Standards

Johannesburg Stock Exchange

Long-term incentive plan

Non-controlling interest

Other comprehensive income

Profit and loss

Property, plant and equipment

EBITDA

Earnings before finance expense, finance income, income taxes, depreciation and amortisation

EBT

Earnings before income taxes

EPS

Earnings per share

ETR

Effective tax rate

FVTOCI

Fair value through other comprehensive income

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

 

Three-month period ended

Six-month period ended

 

US $'000

 

Notes

30 June 2018

30 June 2017

30 June 2018

30 June 2017

Revenues

 

4

1,894,950

1,619,176

3,672,742

3,226,737

Cost of sales 

 

 

(1,736,689)

(1,469,741)

(3,360,680)

(2,931,802)

Gross profit 

 

4

158,261

149,435

312,062

294,935

Selling and marketing cost

 

 

(46,061)

(48,764)

(90,468)

(89,922)

General and administrative cost

 

 

(62,135)

(48,736)

(102,627)

(80,490)

Share of profit of joint ventures and associates

 

 

6,732

4,045

12,144

6,741

Other income (expense)

 

5

1,153

180

1,012

479

EBIT 

 

4

57,950

56,160

132,123

131,743

Finance income

 

 

1,535

1,403

3,140

2,476

Finance expense 

 

 

(13,365)

(8,746)

(21,432)

(17,229)

Finance expense - net

 

6

(11,830)

(7,343)

(18,292)

(14,753)

EBT

 

 

46,120

48,817

113,831

116,990

Income taxes 

 

7

(18,021)

(18,751)

(42,573)

(44,936)

Net income

 

4

28,099

30,066

71,258

72,054

 

 

 

 

 

 

 

Net income attributable to:

 

 

 

 

 

 

Equity holders of Vivo Energy plc [16]

 

 

25,198

27,449

64,981

66,387

NCI

 

 

2,901

2,617

6,277

5,667

 

 

 

28,099

30,066

71,258

72,054

OCI

 

 

 

 

 

 

Items that may be reclassified to profit or loss

 

 

 

 

 

 

Currency translation differences

 

 

(40,332)

14,036

(17,383)

20,537

Net investment hedge gain

 

 

9,907

-

4,918

-

Items that are never reclassified to profit or loss

 

 

 

 

 

 

Re-measurement of retirement benefits

 

 

40

79

73

759

Income tax relating to retirement benefits

 

 

(2)

(79)

(2)

(290)

OCI, net of tax

 

 

(30,387)

14,036

(12,394)

21,006

Total comprehensive income 

 

 

(2,288)

44,102

58,864

93,060

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

Equity holders of Vivo Energy plc 1

 

 

(1,199)

39,583

53,785

84,710

NCI

 

 

(1,089)

4,519

5,079

8,350

 

 

(2,288)

44,102

58,864

93,060

EPS (US $) [17]

 

8

 

 

 

 

Basic

 

 

0.02

12.20

0.05

29.51

Diluted

 

 

0.02

12.00

0.05

29.02

 

 

 

NON-GAAP FINANCIAL MEASURES [18]

 

 

 

Three-month period ended

Six-month period ended

US $'000, unless otherwise indicated

 

 

30 June 2018

30 June 2017

30 June 2018

30 June 2017

Adjusted EBIT

 

 

80,101

73,390

159,361

148,973

EBITDA

 

 

79,859

75,756

176,312

171,477

Adjusted EBITDA

 

 

102,010

92,986

203,550

188,707

Adjusted net income

 

 

46,942

43,591

95,037

85,579

Adjusted diluted EPS 2 (US $)

 

 

0.04

17.91

0.07

34.93

         

The notes are an integral part of these interim condensed consolidated financial statements.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

US $'000

Notes

30 June 2018

31 December 2017

Assets

 

 

 

Non-current assets

 

 

 

Property, plant and equipment

 

579,918

585,171

Right-of-use assets

 

136,333

148,413

Intangible assets

 

124,014

119,993

Investments in joint ventures and associates

 

222,173

218,801

Deferred income taxes

 

41,545

42,627

Available for sale investments

 

6,313

6,314

Other assets

9

87,683

82,171

 

 

1,197,979

1,203,490

Current assets

 

 

 

Inventories

10

449,802

353,129

Trade receivables

 

469,509

412,181

Other assets

9

308,746

229,068

Income tax receivables

 

13,675

8,452

Other financial assets

 

5,662

-

Cash and cash equivalents

 

315,919

422,494

 

 

1,563,313

1,425,324

Total assets

 

2,761,292

2,628,814

 

 

 

 

Equity and liabilities

 

 

 

Total equity

 

 

 

Attributable to equity holders of Vivo Energy plc [19]

 

461,301

401,546

Attributable to NCI

 

50,436

46,075

 

 

511,737

447,621

Liabilities

 

 

 

Non-current liabilities

 

 

 

Lease liability

 

100,764

121,261

Borrowings

11

351,402

396,244

Provisions

 

88,020

91,982

Deferred income taxes

 

52,816

51,388

Other liabilities

12

176,938

168,245

 

 

769,940

829,120

Current liabilities

 

 

 

Lease liability

 

20,914

12,496

Trade payables

 

1,062,122

868,521

Borrowings

11

237,468

258,947

Provisions

 

18,576

20,866

Other financial liabilities

 

-

664

Other liabilities

12

120,432

152,409

Income tax payables

 

20,103

38,170

 

 

1,479,615

1,352,073

Total liabilities

 

2,249,555

2,181,193

Total equity and liabilities

 

2,761,292

2,628,814

The notes are an integral part of these interim condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

US $'000 

 

For the six-month period ended 30 June 2018

 

 

Attributable to equity holders of Vivo Energy plc [20]

 

 

 

 

 

Other reserves

 

 

 

 

Share Capital

Share

Premium

Retained

Earnings

Reserves

Retirement

Benefits

Currency

Translation

Difference

Fair Value Reserves

Equity settled incentive schemes [21]

NCI Reserves

Total

NCI

Total Equity

Balance at 1 January 2018

30

244,753

309,218

-

(2,294)

(160,226)

2,446

1,904

5,715

401,546

46,075

447,621

Net income

-

-

64,981

-

-

-

-

-

-

64,981

6,277

71,258

OCI

-

-

-

-

71

(11,267)

-

-

-

(11,196)

(1,198)

(12,394)

Total comprehensive income

-

-

64,981

-

71

(11,267)

-

-

-

53,785

5,079

58,864

IPO-related reorganisation impact [22]

600,869

(241,618)

(364,511)

(135,272)

2,248

152,382

(2,446)

(1,904)

(5,715)

4,033

-

4,033

Share-based expense

-

-

-

-

-

-

-

1,937

-

1,937

-

1,937

Dividends paid

-

-

-

-

-

-

-

-

-

-

(718)

(718)

Balance at 30 June 2018

600,899

3,135

9,688

(135,272)

25

(19,111)

-

1,937

-

461,301

50,436

511,737

 

 

 

US $'000 

 

For the six-month period ended 30 June 2017

 

 

Attributable to equity holders of Vivo Energy Holding B.V.

 

 

 

 

 

Other reserves

 

 

 

 

Share Capital

Share

Premium

Retained

Earnings

Reserves

Retirement

Benefits

Currency

Translation

Difference

Fair Value Reserves

Equity settled incentive schemes 2

NCI Reserves

Total

NCI

Total Equity

Balance at 1 January 2017

30

244,753

473,501

-

(4,233)

(175,396)

2,281

1,814

5,715

548,465

39,993

588,458

Net income

-

-

66,387

-

-

-

-

-

-

66,387

5,667

72,054

OCI

-

-

-

-

469

17,854

-

-

-

18,323

2,683

21,006

Total comprehensive income

-

-

66,387

-

469

17,854

-

-

-

84,710

8,350

93,060

Share-based expense

-

-

-

-

-

-

-

45

-

45

-

45

Dividends paid

-

-

(284,000)

-

-

-

-

-

-

(284,000)

(3,100)

(287,100)

Balance at 30 June 2017

30

244,753

255,888

-

(3,764)

(157,542)

2,281

1,859

5,715

349,220

45,243

394,463

The notes are an integral part of these interim condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

Six-month period ended

US $'000 

Notes

30 June 2018

30 June 2017

Operating activities

 

 

 

Net income

 

71,258

72,054

Adjustment for:

 

 

 

Income taxes

 

42,573

44,936

Amortisation, depreciation and impairment

 

44,189

39,734

Net gain on disposal of PP&E and intangible assets

5

(829)

(888)

Share of profit of joint ventures and associates

 

(12,144)

(6,741)

Dividends received from joint ventures and associates

 

8,929

6,700

Current income tax paid

 

(62,438)

(72,090)

Net change in operating assets and liabilities and other adjustments

13

(35,877)

14,154

Cash flows from operating activities 

 

55,661

97,859

Investing activities

 

 

 

Acquisition of businesses

 

(547)

-

Purchases of PP&E and intangible assets

 

(60,803)

(39,396)

Proceeds from disposals of PP&E and intangible assets 

 

1,784

1,290

Cash flows from investing activities 

 

(59,566)

(38,106)

Financing activities

 

 

 

Proceeds from issuance of shares

 

525

-

Net (repayments)/proceeds (of)/from bank and other borrowings

 

(65,864)

223,118

Repayment of lease liability

 

(12,080)

(9,273)

Dividends paid

 

(718)

(287,100)

Interest paid

 

(21,924)

(12,121)

Interest received

 

3,140

2,475

Cash flows from financing activities

 

(96,921)

(82,901)

Effect of exchange rate changes on cash and cash equivalents

 

(5,749)

11,962

Net decrease in cash and cash equivalents

 

(106,575)

(11,186)

Cash and cash equivalents at beginning of period

 

422,494

368,653

Cash and cash equivalents at end of period

 

315,919

357,467

The notes are an integral part of these interim condensed consolidated financial statements.

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of preparation

Vivo Energy plc ("Vivo Energy" or the "Company") was incorporated as a private limited company in the United Kingdom on 12 March 2018 and re-registered as a public limited company on 9 April 2018. Vivo Energy plc was incorporated in conjunction with the pre-IPO reorganisation of the Group. On 10 May 2018 the Company listed on the London Stock Exchange Main Market for listed securities and the Main Board of the securities exchange operated by the Johannesburg Stock Exchange by way of secondary inward listing.

References in these interim condensed consolidated financial statements to "Vivo Energy" or the "Group" mean the Company and Vivo Energy Holding B.V. ("VEH", the holding company of the Vivo Energy Group until admission), together with its consolidated subsidiaries and subsidiary undertakings. Therefore, the interim condensed consolidated financial statements for the three- and six-month periods ended 30 June 2018 are presented for the Group with continuity, including the impact of the IPO reorganisation.

Effective 13 June 2018, the Company completed a court-approved reduction of capital. The purpose of the reduction of capital was to provide distributable reserves which will allow the Company to make future dividend payments. Following the reduction of capital, the number of issued shares and the rights attached to those shares remained unchanged. The nominal value of the ordinary shares in the capital of the Company was reduced by $1.00 from $1.50 to $0.50.

The Company's interim condensed consolidated financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting Standards" as adopted by the European Union. The interim condensed consolidated financial statements have been prepared under the historical cost convention unless otherwise indicated.

These interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2017, which have been prepared in accordance with IFRS as adopted by the European Union.

2. Significant changes in the current and future reporting period

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2018.

IFRS 2 "Amendments to Classification and Measurement of Share-based Payment Transactions" clarifies the following:

· In estimating the fair value of cash-settled share-based payments, the accounting for the effects of vesting and non-vesting conditions should follow the same approach as for equity-settled share-based payments;

· Where tax law or regulation require an entity to withhold a specified number of equity instruments equal to the monetary value of the employees' tax obligation, which is then remitted to the tax authority, such an arrangement should be classified as equity-settled in its entirety, provided it would have been classified as equity-settled in absence of the net settlement feature;

· A modification of share-based payment that changes the transaction from cash-settled to equity-settled should be accounted for as (1) a derecognition of the original liability; (2) recognition of an equity-settled share-based payment at the modification date; and (3) any differences between the carrying amount of the liability at the modification date and the amount recognised in equity should be recognised in profit or loss.

The Group already applies these amendments.

IFRS 10 "Consolidated Financial Statements" and IAS 28 "Amendments to Sale or Contribution of Assets between an Investor and its Associate or Joint Venture" deals with situations where there is a sale or contribution of assets between an investor and its associate or joint venture and the treatment of gains or losses from such transactions. The IASB has not confirmed the effective date of this amendment; however, early application is permitted. The Group does not anticipate that the application of these amendments will have an impact on the Group's financial statements in future periods should such transactions arise.

IFRIC 22 "Foreign Currency Transactions and Advance Consideration" addresses how to determine the "date of transaction" for the purpose of determining the exchange rate to use on initial recognition of an asset, expense or income, when consideration for that item has been paid or received in advance in a foreign currency which resulted in the recognition of a non-monetary asset or non-monetary liability.

The Group already accounts for transactions involving the payment or receipt of advance consideration in a foreign currency that is consistent with IFRIC 22 amendments.

IFRIC 23 "Uncertainty over Income Tax Treatments" provides additional guidance on the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS 12. The Group has to determine the impact, if any, on the interim condensed consolidated financial statements.

The Group does not anticipate that the application of these amendments will have an impact on the Group's interim condensed consolidated financial statements.

There are no IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

3. Financial instruments by category

The table below sets out the Group's classification of each class of financial assets and financial liabilities and their fair values for the current and the comparative period:

US $'000

 

 

30 June 2018

 

Financial

assets at amortised cost

Financial assets at FVTPL

Financial

assets at FVTOCI

Total carrying value

Fair value

Financial assets

 

 

 

 

 

Trade receivables

469,509

-

-

469,509

469,509

Cash and cash equivalents

315,919

-

-

315,919

315,919

Available for sale investments

-

-

6,313

6,313

6,313

Other assets[23]

92,419

-

-

92,419

92,419

Total

877,847

-

6,313

884,160

884,160

 

 

 

US $'000

 

 

 

30 June 2018

 

 

 

Financial liabilities at amortised cost

Total carrying value

Fair value

Financial liabilities

 

 

 

 

 

Trade payables

 

 

1,062,122

1,062,122

1,062,122

Borrowings

 

 

588,870

588,870

588,870

Other liabilities[24]

 

 

232,580

232,580

232,580

Lease liabilities

 

 

121,678

121,678

121,678

Total

 

 

2,005,250

2,005,250

2,005,250

 

US $'000

 

 

31 December 2017

 

Financial

 assets at amortised cost

Financial assets at FVTPL

Financial

assets at FVTOCI

Total carrying value

 

Fair value

Financial assets

 

 

 

 

 

Trade receivables

412,181

-

-

412,181

412,181

Cash and cash equivalents

422,494

-

-

422,494

422,494

Available for sale investments

-

-

6,314

6,314

6,314

Other assets[25]

87,473

-

-

87,473

87,473

Total

922,148

-

6,314

928,462

928,462

 

US $'000

 

 

 

31 December 2017

 

 

 

Financial liabilities at amortised cost

Total carrying value

Fair value

Financial liabilities

 

 

 

 

 

Trade payables

 

 

868,521

868,521

868,521

Borrowings

 

 

655,191

655,191

655,191

Other liabilities1

 

 

261,179

261,179

261,179

Lease liabilities

 

 

133,757

133,757

133,757

Other financial liabilities

 

 

664

664

664

Total

 

 

1,919,312

1,919,312

1,919,312

 

The Group has classified equity investments as financial instruments at FVTOCI (without recycling). These investments are measured using inputs for the asset or liability that are in the absence of observable market data, based on net asset value of the related investments (level 3 in the IFRS 13 fair value measurement hierarchy). Since the value is based on the net asset value of the related investments, no sensitivity analysis is presented.

4. Segment reporting

The Group operates under three reportable segments: Retail, Commercial and Lubricants.

Retail segment - Retail fuel is aggregated with Non-fuel revenue. Both the operating segments derive revenue from retail customers who visit our retail sites. Retail fuel and Non-fuel revenues are aggregated as the segments are managed as one unit and have similar customers. The economic indicators that have been addressed in determining that the aggregated segments have similar economic characteristics are that they have similar expected future financial performance and similar operating and competitive risks.

Commercial segment - Commercial fuel, LPG, Aviation and Marine are aggregated in the Commercial segment as the operating segments derive revenues from commercial customers. The segments have similar economic characteristics. The economic indicators that have been addressed are the long-term growth and average long-term gross margin percentage.

Lubricants segment - Retail, B2C, B2B and Export Lubricants are the remaining operating segments. Since these operating segments meet the majority of aggregation criteria, they are aggregated in the Lubricants segment.

The segmented information is prepared using the same accounting policies as those described in the annual consolidated financial statements for the fiscal year ended 31 December 2017.

The following table presents revenues and profit information regarding the Group's operating segments:

US $'000

Six-month period ended 30 June 2018

 

Retail

Commercial

Lubricants

Consolidated

Revenues from external customers

2,389,615

1,099,462

183,665

3,672,742

Gross profit

196,538

80,910

34,614

312,062

Add back: Depreciation and amortisation

20,526

10,544

1,303

32,373

Gross cash profit

217,064

91,454

35,917

344,435

Adjusted EBITDA

120,771

57,361

25,418

203,550

 

US $'000

Six-month period ended 30 June 2017

 

Retail

Commercial

Lubricants

Consolidated

Revenues from external customers

2,071,564

987,578

167,595

3,226,737

Gross profit

184,647

73,447

36,841

294,935

Add back: Depreciation and amortisation

17,863

9,176

1,134

28,173

Gross cash profit

202,510

82,623

37,975

323,108

Adjusted EBITDA

110,937

54,591

23,179

188,707

 

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

Share of profit of joint ventures and associates included in segment EBITDA

 

 

Lubricants

5,706

-

Retail

2,721

3,961

Commercial

3,717

2,780

Total

12,144

6,741

 

 

 

The amount of revenues from external customers by location of the customers is shown in the table below.

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

Revenues from external customers by country

 

 

Morocco

755,249

630,423

Kenya

635,018

668,828

Ghana

293,742

261,609

Other

1,988,733

1,665,877

Total

3,672,742

3,226,737

 

US $'000

 30 June 2018

31 December 2017

Non-current assets by country (excluding deferred tax)

 

 

Netherlands

195,727

182,459

Morocco

187,652

189,058

Kenya

122,198

125,184

Other

650,857

664,162

Total

1,156,434

1,160,863

 

 

Reconciliation of Non-GAAP measures

 

We believe that including certain Non-GAAP financial measures in addition to IFRS measures provides users of our interim condensed consolidated financial statements with enhanced understanding of results and related trends and increases the transparency and clarity of the core results of our business. Non-GAAP financial measures are derived from the interim condensed consolidated financial statements but do not have standardised meanings prescribed by IFRS. The exclusion of certain items from Non-GAAP performance measures does not imply that these items are necessarily non-recurring. From time to time, we may exclude additional items if we believe doing so would result in a more transparent and comparable disclosure.

Gross cash profit, the Group defines Gross cash profit as gross profit before depreciation and amortisation expense. Adjusted EBITDA, the Group defines EBITDA as earnings before tax, finance expense, finance income, depreciation and amortisation. Adjusted EBITDA is arrived at by making further adjustments to EBITDA for special items. Special items represent income or charges that are not considered to represent the underlying operational performance and, based on their significance in size or nature, are presented separately to provide further understanding of the financial performance of the Group. Headline earnings, the Group defines Headline earnings as earnings based on net income attributable to owners of the Group, before items of a capital nature, net of income tax.

 

 

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

 

EBIT

132,123

131,743

 

Depreciation and amortisation

44,189

39,734

 

EBITDA

176,312

171,477

 

Special items:

 

 

 

Management Equity Plan

2,332

14,318

 

Restructuring

1,013

2,912

 

IPO and Engen acquisition related expenses[26]

23,893

-

 

Adjusted EBITDA

203,550

188,707

 

     

 

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

Net income

71,258

72,054

Adjustments to EBIT related to special items:

 

 

Management Equity Plan

2,332

14,318

Restructuring

1,013

2,912

IPO and Engen acquisition related expenses1

23,893

-

Tax on special items

(3,459)

(3,705)

Adjusted net income

95,037

85,579

 

 

 

Six-month period ended

US $

 

 

30 June 2018

30 June 2017

Diluted EPS (see note 8)

 

 

0.05

29.02

Impact of special items

 

 

0.02

5.91

Adjusted diluted EPS[27]

 

 

0.07

34.93

        

 

 

 

Six-month period ended

US $'000, unless otherwise indicated

 

 

30 June 2018

30 June 2017

Headline Earnings Per Share

 

 

 

 

Net income attributable to owners

 

 

64,981

66,387

Re-measurements:

 

 

 

 

Net gain on disposal of PP&E and intangible assets

 

 

(829)

(888)

Income tax on re-measurements

 

 

241

271

Headline earnings

 

 

64,393

65,770

Weighted average number of ordinary shares[28]

 

 

1,201,798,866

2,250,000

Headline EPS (US $)2

 

 

0.05

29.23

Diluted number of shares3

 

 

1,204,209,416

2,287,433

Diluted headline EPS (US $)2

 

 

0.05

28.75

ETR

 

 

37.40%

38.41%

      

 

5. Other income and expense

 

 

Six-month period ended

US $'000

 

 

30 June 2018

30 June 2017

Gain on disposals of property, plant and equipment and intangible assets

 

 

829

888

Loss on financial instruments

 

 

(322)

(2,094)

Other income

 

 

505

1,685

 

 

 

1,012

479

6. Finance income and expense

 

 

Six-month period ended

US $'000

 

 

30 June 2018

30 June 2017

Finance expense

 

 

 

 

Interest on bank and other borrowings and on lease liability

 

 

(11,117)

(10,424)

Interest on long-term debt including amortisation of set-up fees

 

 

(5,956)

(4,374)

Foreign exchange loss

 

 

(2,014)

(199)

Accretion expense net defined benefit liability

 

 

(1,053)

(1,048)

Other

 

 

(1,292)

(1,184)

 

 

 

(21,432)

(17,229)

Finance income

 

 

 

 

Interest from cash and cash equivalents

 

 

3,140

2,476

 

 

 

3,140

2,476

Finance expense - net

 

 

(18,292)

(14,753)

7. Income taxes

Income tax expense is recognised based on management's estimate of the annual effective income tax rate of 37.4% for the six-month period ended 30 June 2018 (38.4% for the six-month period ended 30 June 2017). The effective tax rate used for the six-month period ended 30 June 2018 is in line with management's estimated annual income tax rate for the year, as no significant items impacting the effective annual income tax rate have been identified. 

8. Earnings per share

Basic and diluted EPS were computed as follows:

 

Three-month period ended

Six-month period ended

US $'000, unless otherwise indicated

30 June 2018

30 June 2017

30 June 2018

30 June 2017

Basic Earnings Per Share

 

 

 

 

Net income

28,099

30,066

71,258

72,054

Attributable to owners

25,198

27,449

64,981

66,387

Weighted average number of ordinary shares[29]

1,201,798,866

2,250,000

1,201,798,866

2,250,000

Basic EPS (US $)[30]

0.02

12.20

0.05

29.51

 

 

Three-month period ended

Six-month period ended

US $'000, unless otherwise indicated

30 June 2018

30 June 2017

30 June 2018

30 June 2017

Diluted Earnings Per Share

 

 

 

 

Earnings attributable to owners

25,198

27,449

64,981

66,387

Diluted number of shares1

1,204,209,416

2,287,433

1,204,209,416

2,287,433

Diluted EPS (US $)2

0.02

12.00

0.05

29.02

9. Other assets

US $'000

30 June 2018

31 December 2017

Other government benefits receivable[31]

140,502

71,748

Prepayments

133,265

118,507

VAT and duties receivable

30,243

33,511

Employee loans

8,613

8,137

Indemnification asset on legal and tax claims

7,726

9,868

Other[32]

76,080

69,468

 

396,429

311,239

Of which current

308,746

229,068

Of which non-current

87,683

82,171

 

396,429

311,239

10. Inventories

US $'000

30 June 2018

31 December 2017

Fuel

372,813

276,680

Lubricants

70,034

69,773

Other

6,955

6,676

 

449,802

353,129

 

Cost of sales as disclosed on the face of the Consolidated Statement of Comprehensive Income include the total expense for inventory during the half-year period for $3,157m (full-year 2017: $5,869m). The carrying value of inventory represents the net realisable value.

Write-downs of inventories to the net realisable value amounted to $5m as per 30 June 2018 (2017: $5m). This was recognised as an expense during the period and included in cost of sales. 

11. Borrowings

US $'000

Drawn on

Interest rate

Maturity

30 June 2018

31 December 2017

Societe Generale[33]

09/06/2017

Libor + 2.50%/3%

09/06/2022

433,943

479,889

Bank borrowings

 

 

 

154,927

175,302

 

 

 

 

588,870

655,191

Of which current

 

 

 

237,468

258,947

Of which non-current

 

 

 

351,402

396,244

 

 

 

 

588,870

655,191

 

Current borrowings consist of bank borrowings which carry interest rates between 1% and 22% per annum.

The carrying amounts of the Group's non-current and current borrowings approximate the fair value.

The Societe Generale term loan facility was entered into on 6 June 2017. The facility matures on 9 June 2022 and has semi-annual repayments. Interest is paid quarterly at a rate of Libor plus a margin of 2.50% per annum. Incremental facility was drawn down on 18 December 2017 and carries an interest of Libor +2.5% for the amortised portion and Libor +3% for the bullet portion.

Key covenants:

· The Company needs to supply to the lender within 150 calendar days after year-end its audited annual consolidated financial statements, unaudited annual non-consolidated financial statements and the unaudited annual group accounts of each operating unit. Within 90 days after each half of each financial year, the Company should provide its unaudited non-consolidated financial statements, unaudited consolidated financial statements and unaudited group accounts for each operating unit for the financial half-year.

· With each set of financial statements, a financial covenants compliance certificate has to be provided showing the debt cover and interest cover.

· The loan carries some customary negative pledges such as on asset sale, securities over assets, mergers and guarantees subject in each case to some exemptions and permitted baskets. It also has a Change of Control clause triggering repayment if a shareholder, other than permitted ones, takes control of the Company.

No covenants were breached in the last applicable period.

12. Other liabilities

US $'000

30 June 2018

31 December 2017

Oil fund liabilities

86,519

88,070

Deposits owed to customers

69,039

54,062

Employee liabilities

60,320

93,801

Other tax payable

59,529

50,587

Deferred income

5,261

8,888

Contingent liabilities

3,825

3,825

Other

12,877

21,421

 

297,370

320,654

Of which current

120,432

152,409

Of which non-current

176,938

168,245

 

297,370

320,654

13. Net change in operating assets and liabilities and other adjustments

 

Six-month period ended

US $'000

30 June 2018

30 June 2017

Inventories

(105,305)

(15,080)

Trade receivables

(70,301)

(92,929)

Trade payables

215,123

141,003

Other assets

(80,463)

(42,163)

Other liabilities

(16,538)

8,495

Provisions

(3,897)

11,986

Other

25,504

2,842

 

(35,877)

14,154

14. Commitments and contingencies

Lease commitments

The table below analyses the Group's lease liabilities into relevant maturity groups based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

 

US $'000

 

 

 

 

30 June 2018

 

Less than 3 months

Between 3 months and 1 year

Between 1 and 2 years

Between 2 and 5 years

Over

 5 years

Total

Lease liability

4,807

16,166

17,225

48,953

47,067

134,218

 

 

 

 

 

 

31 December 2017

 

Less than 3 months

Between 3 months and 1 year

Between 1 and 2 years

Between 2 and 5 years

Over

 5 years

Total

Lease liability

4,846

14,540

17,217

49,906

55,712

142,221

 

Contingencies

Management has prepared a best estimate of its contingent liabilities that should be recognised in respect of legal claims in the course of ordinary business. Some of the claims will be compensated by an indemnity obtained from the former Shareholder (Shell). Should these cases be determined against the relevant Vivo Energy Entity, such entity will be indemnified by the former Shareholder. An indemnification asset of $8m (2017: $10m), equivalent to the fair value of the contingencies provided for by the Group in respect of the indemnified claims that have been recognised.

In many markets there is a high degree of complexity involved in the local tax regimes. In common with other business operating in this environment the Group is required to exercise judgement in the assessment of any potential exposures in these areas. Where appropriate, the Group will make provisions or disclose contingencies in accordance with the relevant accounting principles.

15. Management Equity Plan

In 2013, Vivo Energy Holding granted to certain senior managers and other senior employees phantom options which entitled option holders to a cash payment based on the value of Vivo Energy Holding shares upon exercise of their phantom options. Under the terms of the phantom options, all outstanding phantom options would become fully exercisable upon admission.

However, the option holders have agreed to amend the terms of their outstanding phantom options such that 30% of the outstanding phantom options became deemed to be exercised at admission and 70% will become exercisable on the first anniversary of admission for a period of 12 months. Under the amended terms, the option holders' entitlement to the cash payment is based on the market value of the shares at the time of exercise net of a nominal per share exercise price.

The Management Equity Plan related liability as at 30 June 2018 amounted to $34m (31 December 2017: $49m).

16. Events after balance sheet period

Subsequent to the end of the period, the Board approved an interim dividend of circa $0.01 per share, amounting to approximately $8 million. The dividend is expected to be paid on 17 September 2018 to shareholders of record at close of business on 17 August 2018. The dividend will be paid out of distributable reserves as at 30 June 2018. 

RESPONSIBILITY STATEMENT

 

The Directors confirm that these interim condensed consolidated financial statements have been prepared in accordance with the IAS 34, "Interim Financial Reporting", as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

 

· An indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year;

· Material related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

 

The Directors of Vivo Energy plc are listed on page 50 of the Vivo Energy plc Prospectus dated 4 May 2018; there are no changes in the period. A list of current directors is maintained on the Vivo Energy plc website: http://investors.vivoenergy.com/group-overview/board-of-directors.

 

By order of the Board

 

 

 

Christian Chammas

Chief Executive Officer

2 August 2018

 

 

 

Johan Depraetere

Chief Financial Officer

2 August 2018

INDEPENDENT REVIEW REPORT

Report on the interim condensed consolidated financial statements

 

Our conclusion

 

We have reviewed Vivo Energy plc's interim condensed consolidated financial statements (the "interim financial statements") in the Interim Report of Vivo Energy plc for the 6-month period and 3-month period ended 30 June 2018. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

What we have reviewed

 

The interim financial statements comprise:

the consolidated statement of financial position as at 30 June 2018;

the consolidated statement of comprehensive income for the 6-month and 3-month periods then ended;

the consolidated statement of cash flows for the period then ended;

the consolidated statement of changes in equity for the period then ended; and

the explanatory notes to the interim financial statements.

 

The interim financial statements included in the Interim Report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

Responsibilities for the interim financial statements and the review

 

Our responsibilities and those of the directors

 

The Interim Report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

Our responsibility is to express a conclusion on the interim financial statements in the Interim Report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

What a review of interim financial statements involves

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

 

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

 

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

2 August 2018


[1] Refer to basis of preparation (note 1) in the interim condensed consolidated financial statements.

[2] Weighted average number of ordinary shares and diluted number of shares for the six-month period ended 30 June 2018 relate to Vivo Energy plc and for the six-month period ended 30 June 2017 to Vivo Energy Holding B.V.

[3] In December 2017, the Group entered into an agreement to acquire the entire share capital of EIHL, an investment company that holds the retail and commercial fuel operations of Engen Holdings (Pty) Limited in 10 African countries.

[4] The Group's leverage ratio is calculated as net debt, including lease liabilities, divided by adjusted EBITDA. At 30 June 2018, the leverage ratio is calculated using the last 12 months' adjusted EBITDA.

[5] Refer to basis of preparation (note 1) in the interim condensed consolidated financial statements.

[6] Weighted average number of ordinary shares and diluted number of shares for the six-month period ended 30 June 2018 relate to Vivo Energy plc and for the six-month period ended 30 June 2017 to Vivo Energy Holding B.V.

 

[7] For special items, refer to "Reconciliation of Non-GAAP measures".

[8] DPO and DSO are based on monthly averages and on trade elements only.

[9] For special items, refer to "Reconciliation of Non-GAAP measures".

[10] Short-term bank borrowings exclude the current portion of long-term debt.

[11] The Group's leverage ratio is calculated as net debt, including lease liabilities, divided by adjusted EBITDA. At 30 June 2018, the leverage ratio is calculated using the last 12 months' adjusted EBITDA.

[12] The multi-currency revolving credit facility consists of a primary $300 million able to be drawn upon admission and an additional $100 million contingent upon events after the listing.

[13] In May 2018, the Company became listed on the London Stock Exchange Main Market for listed securities and the Main Board of the JSE Limited by way of secondary inward listing. All IPO-related expenses are considered to be special items. Furthermore, on 4 December 2017, the Company agreed to enter into a sale and purchase agreement with Engen Holdings (Pty) Limited ("Engen Holdings"), a 100% subsidiary of Engen Limited, in relation to the purchase of shares in Engen International Holdings (Mauritius) Limited ("Engen International Holdings Limited") for the exchange of a shareholding in Vivo Energy, with a cash element. This transaction is subject to regulatory approval. Related integration project expenses are treated as special items.

[14] Refer to basis of preparation (note 1) in the interim condensed consolidated financial statements.

[15] Weighted average number of ordinary shares and diluted number of shares for the six-month period ended 30 June 2018 relate to Vivo Energy plc and for the six-month period ended 30 June 2017 to Vivo Energy Holding B.V.

[16] Formerly Vivo Energy Holding B.V. refer to the basis of preparation (note 1).

[17] Refer to the basis of preparation (note 1).

[18] Refer to the Non-GAAP financial measures definitions and reconciliations to the most comparable IFRS measures (note 4).

[19] Formerly Vivo Energy Holding B.V. refer to the basis of preparation (note 1).

[20] Formerly Vivo Energy Holding B.V. refer to the basis of preparation (note 1).

[21] Equity settled incentive schemes include the Long-Term Incentive Plan ('LTIP') and the IPO Share Award Plan.

[22] Refer to the basis of preparation (note 1).

[23] Other assets (note 9) exclude the following elements that do not qualify as financial instruments: prepayments, VAT and duties receivable and other government benefits receivable.

[24] Other liabilities (note 12) exclude the following elements that do not qualify as financial instruments: other tax payable and deferred income.

[25] Other assets (note 9) exclude the following elements that do not qualify as financial instruments: prepayments, VAT and duties receivable and other government benefits receivable.

[26] In May 2018, the Company became listed on the London Stock Exchange Main Market for listed securities and the Main Board of the JSE Limited by way of secondary inward listing. All IPO-related expenses are considered to be special items. Furthermore, on 4 December 2017, the Company agreed to enter into a sale and purchase agreement with Engen Holdings (Pty) Limited ("Engen Holdings"), a 100% subsidiary of Engen Limited, in relation to the purchase of shares in Engen International Holdings (Mauritius) Limited ("Engen International Holdings Limited") for the exchange of a shareholding in Vivo Energy, with a cash element. This transaction is subject to regulatory approval. Related integration project expenses are treated as special items.

[27] Refer to the basis of preparation (note 1).

[28] Weighted average number of ordinary shares and diluted number of shares for the six-month period ended 30 June 2018 relate to Vivo Energy plc and for the six-month period ended 30 June 2017 to Vivo Energy Holding B.V.

[29] Weighted average number of ordinary shares and diluted number of shares for the six-month period ended 30 June 2018 relate to Vivo Energy plc and for the six-month period ended 30 June 2017 to Vivo Energy Holding B.V.

[30] Refer to the basis of preparation (note 1).

[31] The amount relates to other government benefits receivable mainly in Morocco, Botswana, Madagascar, Senegal and Guinea.

[32] The amount in "Other" mainly comprises items such as brand promotion fund receivables and coupons to customers' deposits.

[33] The amounts are net of financing costs. The loan amount is $438m (2017: $484m); financing costs are $4m (2017: $4m).

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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