7th Aug 2017 07:00
Embargoed until 0700 7 August 2017
Ultra Electronics Holdings plc
("Ultra" or "the Group")
Interim Results for the six months to 30 June 2017
FINANCIAL HIGHLIGHTS
| Six months to 30 June 2017 | Six months to 1 July 2016 | Change |
|
|
|
|
Revenue | £366.4m | £366.6m | -0.1% |
Underlying operating profit*(1) | £57.6m | £57.7m | -0.2% |
Underlying profit before tax*(2) | £52.3m | £52.4m | -0.2% |
IFRS profit before tax | £30.9m | £32.6m | -5.2% |
Underlying earnings per share(2) | 58.3p | 58.1p | +0.3% |
Interim dividend per share | 14.6p | 14.2p | +2.8% |
· Half year results in line with management expectations
· Cash conversion at 53%: remain on track for full year performance of around 80%
· Net debt to EBITDA of 1.78x (H1 2016: 2.29x)
· Operating margin in line with prior period, at 15.7%
· Organic growth in order intake of 1.5% with book to bill of 1.07
· Conditional Merger Agreement to acquire Sparton Corp signed in early July
Rakesh Sharma, Chief Executive, commented:
"As previously indicated, 2017 will be more heavily weighted to the second half than normal and this is reflected in these interim results. Market conditions remain largely unchanged since our preliminary announcement in March. The US Federal budget was not approved until May and this, together with the recent UK General Election, has affected the progress of some contract awards. Nevertheless, following the strong order intake in the final part of the period, which has continued through July, we are pleased with our current order position.
Ultra enters the second half of the year with an order cover of 82% (2016: 84%). We anticipate the momentum in contract awards to continue as the year progresses. Furthermore, some additional export opportunities, such as the recently announced Indian defence systems contract, are edging closer to being secured. Our S3 initiative continues to drive efficiencies and investment in a further three ERP systems is to be implemented in 2017/18. The through-cycle cash conversion guidance is unchanged at above 85%. Based on the same £/US$ assumptions made in March ($1.30), the Board remains confident of making further progress in 2017 and our expectations for the full year remain unchanged."
(1) before Oman contract termination related costs, amortisation of intangibles arising on acquisitions, impairment charges, the S3 programme and adjustments to contingent consideration net of acquisition and disposal related costs. IFRS operating profit was £25.4m (2016: £38.8m). See Note 4 for reconciliation.
(2) before Oman contract termination related costs, amortisation of intangibles arising on acquisitions, impairment charges, the S3 programme, fair value movements on derivatives, unwinding of discount on provisions, defined benefit pension curtailment gain and interest charges and adjustments to contingent consideration net of acquisition and disposal related costs and, in the case of underlying earnings per share, before related taxation. Basic EPS 37.6p (2016: 38.4p). See Note 10 for reconciliation.
INTERIM MANAGEMENT REPORT
FINANCIAL RESULTS
| Six months to 30 June 2017 £m | Six months to 1 July 2016 £m | Growth |
Order book |
|
|
|
- Aerospace & Infrastructure - | 255.8 | 255.4 | +0.2% |
- Communications & Security | 234.5 | 218.8 | +7.2% |
- Maritime & Land | 317.5 | 311.5 | +1.9% |
Total order book | 807.8 | 785.7 | +2.8% |
|
|
|
|
Revenue |
|
|
|
- Aerospace & Infrastructure
| 96.0 | 93.0 | +3.2% |
- Communications & Security | 109.8 | 119.8 | -8.3% |
- Maritime & Land | 160.6 | 153.8 | +4.4% |
Total revenue | 366.4 | 366.6 | -0.1% |
|
|
|
|
Organic underlying revenue movement |
|
| -6.7% |
|
|
|
|
Underlying operating profit* |
|
|
|
- Aerospace & Infrastructure
| 16.1 | 15.2 | +5.9% |
- Communications & Security | 13.0 | 15.8 | -17.7% |
- Maritime & Land | 28.5 | 26.7 | +6.7% |
Total underlying operating profit* | 57.6 | 57.7 | -0.2% |
|
|
|
|
Organic underlying operating profit movement |
|
| -5.4% |
|
|
|
|
Underlying operating margin* |
|
|
|
- Aerospace & Infrastructure
| 16.8% | 16.3% |
|
- Communications & Security | 11.8% | 13.2% |
|
- Maritime & Land | 17.7% | 17.4% |
|
Total underlying operating margin* | 15.7% | 15.7% | - |
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|
|
|
Finance charges* | (5.3) | (5.3) |
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Underlying operating profit before tax | 52.3 | 52.4 |
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|
|
|
|
Underlying operating cash flow* | 30.5 | 38.5 | -20.8% |
Operating cash conversion* | 53% | 67% |
|
Net debt/EBITDA* | 1.78 | 2.29 |
|
Net debt* at period-end | 260.4 | 325.4 |
|
Bank interest cover* | 10.9x | 10.9x |
|
Underlying earnings per share* | 58.3p | 58.1p | +0.3% |
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|
* see notes below:
underlying operating profit before Oman contract termination related costs, amortisation of intangibles arising on acquisition, impairment charges, the S3 programme and adjustments to contingent consideration net of acquisition & disposal related costs.
organic growth (of revenue or profit) is the annual rate of increase in revenue or profit that was achieved, assuming that acquisitions made during the prior year were only included for the same proportion of the current year at constant currencies.
underlying operating margin is the underlying operating profit as a percentage of revenue.
finance charges exclude fair value movements on derivatives, defined benefit pension interest charges and discount on provisions.
underlying profit before tax before Oman contract termination related costs, amortisation of intangibles arising on acquisition, impairment charges, the S3 programme, fair value movements on derivatives, unwinding of discount on provisions, defined benefit pension curtailment gain & interest charges and adjustments to contingent consideration net of acquisition & disposal related costs. IFRS profit before tax was £30.9m (2016: £32.6m).
underlying tax is the tax charge on underlying profit before tax. The underlying tax rate is underlying tax expressed as a percentage of underlying profit before tax.
underlying operating cash flow is cash generated by operations and dividends from associates, less net capital expenditure, acquisition & disposal related payments, S3 programme payments, Oman performance bond payment, R&D and LTIP share purchases.
operating cash conversion is underlying operating cash flow as a percentage of underlying operating profit.
EBITDA is the underlying operating profit for the rolling 12 months ended 30 June, before depreciation charges and before amortisation arising on internally generated intangible assets and on other, non-acquisition, intangible assets. The figure is adjusted to remove the EBITDA generated by businesses up to the date of their disposal.
net debt comprises loans and overdrafts less cash and cash equivalents.
bank interest cover is the ratio of underlying operating profit to finance costs associated with borrowings.
The order book increased 2.8% to £807.8m (2016: £785.7m) and also showed an improvement from the 31 December 2016 position of £799.3m. The order book increase compared to June 2016, included 1.8% organic growth and a foreign exchange benefit of 1.0%. Compared to the order book at the end of December 2016, overall growth of 1.1% included organic growth of 3.9% offset by a foreign exchange reduction of 2.8%.
Order intake increased 7.4% to £390.3m and was particularly strong in the last two months of the half year, resulting in a pleasing book to bill ratio for the period of 1.07 (2016: 1.0). Foreign exchange accounted for 8.7% of the increase; disposals reduced growth by 2.8% and underlying order intake increased by 1.5%. Order book cover for the remainder of 2017 remains broadly the same as last year at 82% (2016: 84%).
Revenue in the period was £366.4m (2016: £366.6m). The disposal of the ID business in August 2016 impacted revenue by 2.7%. Revenue decreased organically by 6.7% due to the delay in the award of a number of contracts and the higher level of engineering activity compared to the prior year. These factors were offset by exchange rate movements which improved revenue by 9.3%.
Underlying operating profit* was £57.6m (2016: £57.7m). Profit decreased organically by 5.4% principally due to the expected lower margin engineering revenue and there was a 2.8% impact on profit from the disposal of the ID business. Foreign exchange, arising from translating overseas subsidiaries' results, contributed 8.0%. The resulting underlying operating margin* was 15.7% (2016: 15.7%).
Underlying profit before tax* was £52.3m (2016: £52.4m), after net financing charges* of £5.3m (2016: £5.3m).
The Group's underlying tax* rate in the period was 21.5% (2016: 22.0%) and the increase in underlying earnings per share was 0.3% to 58.3p (2016: 58.1p).
Reported (IFRS) profit before tax was £30.9m (2016: £32.6m) and reflected the combined effects of the elements detailed below:
All £m | 2017 H1
| 2016 H1
|
Underlying profit before tax | 52.3 | 52.4 |
|
|
|
Amortisation of intangibles arising on acquisition | (14.7) | (15.3) |
Net interest charge on defined benefit pensions | (1.4) | (1.7) |
Profit/(loss) on fair value movements on derivatives | 12.1 | (14.5) |
Acquisition and disposal related adjustments | (10.4) | (0.8) |
Ithra termination related costs | (2.4) | - |
Unwinding of discount on provisions | - | (0.2) |
S3 programme | (3.0) | (2.8) |
Pension scheme curtailment gain | - | 15.5 |
Impairment charges | (1.6) | - |
|
|
|
Reported profit before tax | 30.9 | 32.6 |
Operating cash conversion* in the period was 53% (2016: 67%) with operating cash flow* of £30.5m (2016: £38.5m). At the end of the period Ultra had net debt* of £260.4m (1 July 2016: £325.4m).
The Group's S3 programme remains on track. S3 savings of £5.6m (2016: £2.3m) were realised in the period whilst costs on the programme increased to £3.0m (2016: £2.8m). £1.3m of these costs (2016: £1.1m) related to setting up our GBS capabilities in Rochester, New York and Wimborne, Dorset.
The Group's balance sheet remains strong, with net debt/EBITDA* ratio of 1.78x and net interest payable on borrowings covered around 11 times by underlying operating profit*. Subsequent to the period end a share placing was undertaken to part-fund the Sparton acquisition. This raised net proceeds of £133.9m.
Acquisition and disposal related costs include Sparton Corp acquisition expenses over the six month period and 3 Phoenix staff retention payments which were put in place at the time of acquisition of that business. There was a £2.4m charge for legal fees relating to the Ithra contract and a £1.6m charge for impairment of an intangible asset.
The proposed interim dividend is 14.6p, an increase of 2.8%, with the interim dividend being covered 4.0 times (2016: 4.1 times) by underlying earnings per share. The dividend will be paid on 21 September 2017 to shareholders on the register at 1 September 2017.
INVESTMENT
Total R&D in the period was £76.6m (2016: £68.6m) of which company funded investment was 4.5% of revenue at £16.6m (2016: £15.5m). Of this, £0.6m of investment was capitalised on specific long-term programmes. The Group's three divisions are at different stages of the investment cycle and this is reflected in the total figure. Depending on the type of engineering contracts awarded, some require Ultra to fund the development phase while others attract customer funding and this will vary as our Divisions progress through the investment cycle. While the Group has a good level of engineering projects, a number of these in the immediate future will be customer funded and therefore it is expected that company funded R&D as a percentage of revenue, will decrease by the end of 2017.
On 7 July 2017, Ultra announced that it had entered into a conditional merger agreement to acquire Sparton Corporation ("Sparton"), its 50/50 partner in the long-standing ERAPSCO joint venture, which develops, manufactures and supports all current US sonobuoys supplied to the US DoD. The proposed acquisition values Sparton's total equity at approximately $234.8m (£180.6m) and as part of the acquisition, Ultra will repay Sparton's debt at completion. The Group also completed a placing of new ordinary shares representing approximately 9.9% of Ultra's existing issued share capital to raise net proceeds of £133.9m to part fund the acquisition. Completion of the deal to acquire Sparton is expected by 1 January 2018.
OPERATIONAL REVIEW
Aerospace & Infrastructure
Revenue in Aerospace & Infrastructure increased by 3.2% to £96.0m (2016: £93.0m) and underlying operating profit increased by 5.9% to £16.1m (2016: £15.2m). The order book was unchanged at £255.8m (2016: £255.4m).
Aerospace & Infrastructure revenues benefitted from the increased activity on a number of land vehicle programmes as well as foreign exchange. The continued improvement in the operational performance at our contract manufacturing business, part of NCS, improved the profitability of this division.
This division benefited most from the currency translational impacts arising from the continued weakening of sterling against the US dollar, resulting in a divisional margin of 16.8% (2016: 16.3%).
Highlights of activities in the period that will contribute to the division's future performance include:
· Delivery of the first NuScale reactor module protection suite with US regulatory approval. The suite is worth £60m to the Group over the life of the programme.
· Ultra has won the supply of the HiPPAG stores management solution for the Saab Gripen NG aircraft. This is the first time a dual purpose HiPPAG system has been fielded, capable of providing stores ejection and seeker head cooling from the same unit. First production contracts are expected towards the end of 2017 at £7m.
· Boeing has awarded Ultra a contract to supply the first HiPPAG system for sonobuoy ejection in New Zealand.
· The FAA approved the certification plan for the innovative WheelTug system, for which Ultra is providing the electronic control. This programme is potentially worth £70m.
Communications & Security
Revenues in Communications & Security division decreased to £109.8m (2016: £119.8m) and underlying operating profit reduced to £13.0m (2016: £15.8m). When excluding the ID business, revenues in the division were flat year on year at £109.8m and underlying operating profit reduced by 8.5% to £13.0m (2016: £14.2m). The order book at the end of the period increased by 7.2% to £234.5m (2016: £218.8m).
This division had a greater level of development programmes in the period when compared to 2016, which lowered revenues and margins in the period. The division was also impacted by the Continuing Resolution which moved revenues out of the first half. The ECU RP programme largely concluded in 2016, which had improved margins in the prior period. The divisional margin was 11.8% (2016: 13.2%).
Encouragingly, strong order intake across the division, notably at CIS, resulted in a 7.2% improvement in the order book.
Highlights of activities in the period that will contribute to the division's future performance include:
· Ultra has won a contract for the Singapore EW programme initially valued at £8m with discussions underway for potential future opportunities.
· The receipt of multiple orders worth $11.6m for integrated ballistics equipment and systems expanding the Group's geographic range of customers.
· An initial order received worth $1.5m for ARA-63 Carrier Landing System contract with production and delivery to commence in H2 2017.
· Ultra has won an $18m integrated security system contract.
Maritime & Land
Revenue in Maritime & Land increased by 4.4% to £160.6m (2016: £153.8m). The division's underlying operating profit increased by 6.7% to £28.5m (2016: £26.7m). The order book increased by 1.9% to £317.5m (2016: £311.5m).
Increased demand for both US domestic and international sonobuoys continued over the six month period. Elsewhere in the division, revenues were impacted by the Continuing Resolution and the end of the Fatahillah ship refurbishment contract in 2016.
Margins improved to 17.7% (2016: 17.4%) due to the release of risk reserves as an international sonar programme came to an end.
Highlights of activities in the period that will contribute to the division's future performance include:
· Ultra received a FY17 order of $36m to supply SSQ-53G sonobuoys to US Navy ASW platforms. In addition, orders of $15.9m were received for sonobuoys to international customers.
· A $10m order to provide submarine launched torpedo countermeasures to the UK Royal Navy.
· A £6m initial order to commence design development and qualification of the RN Dreadnought SSBN Electric Cruise Propulsion system.
· Ultra delivered UltraLynx soldier systems to the US Army for evaluation within the Nett Warrior programme through an initial contract of $1m. In addition, Ultra successfully participated in a major UK warfighting exercise with its UltraLynx system to support the future UK dismounted soldier systems programme.
MARKET ENVIRONMENT
Aerospace (18% of 2017 H1 Group revenue) - In the large civil aircraft market, Airbus and Boeing have combined order backlogs of more than 12,000 aircraft and as these orders are executed Ultra will see further revenue growth. This, along with the continuing increase in passenger demand will help support future growth. The regional aircraft market has a number of new entrants including the MRJ from Mitsubishi Aircraft Corporation on which Ultra has a significant shipset value. Military aircraft will be dominated by the F-35 JSF programme and by medium size military transports where the Group is already established on these programmes. The military rotorcraft market is less buoyant has been in decline, however the recently announced five-year production contract awarded to Sikorsky to build Black Hawk helicopters for US Army is welcome. There are also opportunities for Ultra especially for the new Health Usage Monitoring System product line.
Infrastructure (4% of 2017 H1 Group revenue) - Passenger demand continues to drive growth within the aviation industry creating significant opportunities for more airport integrated systems and data management driving wider infrastructure demand. The UK rail improvement programme is now primarily AC with DC opportunities focused around specific regional sectors. As the infrastructure sector embraces a digital transformation, traditional offerings are becoming increasingly commoditised with value being generated from rapid innovation and smart technology.
Nuclear (7% of 2017 H1 Group revenue) - As the first generation of nuclear power plants in the western world reach the end of their operational lives, demand for reactor upgrades, life extensions and support is increasing. Funding challenges continue for new-builds with new construction programmes now dominated by China and increasingly India. Ultra's specialist sensors are qualified for most major global reactor designs and Ultra's partnership with Nuscale on Small Modular Reactor (SMR) development continues to open up new international interest. Increased global terror threats have increased the market potential for Ultra's radiation monitoring suite of products.
Communications (16% of 2017 H1 Group revenue) - Globally the communications market is subject to radical technology development and Ultra is well placed with the provision of broadband communications (radios, satcom), data links, telemetry and information assurance; all of which are increasingly required. In the UK and US, defence encryption programmes are balancing high-security against more commercial solutions at lower security levels. Tactical communications and data link demand is evident in a number of national programmes but funding and timing remain problematic. Light, mobile, high-bandwidth, low power, software-defined radios offering IP-solutions and comprehensive tactical data link systems remain attractive. Ultra's ability to work closely with customers to provide the most resilient systems that helps defeat the cyber threat to data and infrastructure that is increasing at both Government and commercial levels.
C2ISR (19% of 2017 H1 Group revenue) - Increased global threat levels are driving demand for ISTAR, particularly systems suitable for unmanned platforms. There is a significant interest in border surveillance for long and remote land and maritime borders as well as for the protection of fixed critical infrastructures and utilities. Command & Control (C2) solutions must securely interface with an exponentially increasing amount of sensors and communication systems to compete effectively.
Underwater Warfare (26% of 2017 H1 Group revenue) - The growing undersea threat environment, particularly from Russia, China, North Korea, and Iran, is driving increased investment by allied navies in advanced Anti-Submarine Warfare (ASW) capabilities. New frigate procurement programmes in the US, Canada, UK, and Australia are underway and include extensive sonar requirements. In addition, the airborne ASW market continues to expand as the Poseidon P-8 maritime patrol aircraft is being adopted by more nations driving increases in international sonobuoy acquisition. Furthermore, other nations are looking to upgrade their current ASW assets or add an ASW capability to an existing platform.
Maritime (8% of 2017 H1 Group revenue) - Long-term submarine programmes in the US and UK provide the Group with a robust revenue platform. However ship programmes with these core customers are more vulnerable to funding pressures. Replacement frigate programmes in Australia and Canada as well as export through Spanish and Turkish shipyards provide opportunities for growth. Small ship refits and capability upgrades in overseas markets complement our more established markets in the US and UK.
Land (2% of 2017 H1 Group revenue) - Funding issues continue in the land sector as Army budgets have reduced post Iraq and Afghanistan conflicts. Nevertheless technology is being used to improve the fighting ability of infantry vehicles and dismounted soldiers. Ultra is heavily involved in the definition of electronic architecture for armoured vehicles and has been selected as a member of the consortium of companies considered for development of the Next Generation Combat Vehicle-Prototype (NGCV-P), which will be tested by the US Army in 2023-2024. The NGCV family is planned to replace Bradley vehicles and Abrams tanks. The increase in connectivity in the battlefield is being extended to the electronic soldier and Ultra is involved in this development with its soldier-worn electrical power and data architecture capabilities.
RISKS AND UNCERTAINTIES
A number of potential risks and uncertainties exist which could have a material impact on the Group's performance in 2017 and beyond and which could cause actual results to differ materially from expected and historical levels. The Directors consider that the principal risks and uncertainties identified in the Group's Annual Report for 2016 remain valid. An explanation of those risks, and the robust business strategies that Ultra uses to manage and mitigate them, can be found in the annual report which is available for download at www.ultra-electronics.com/investors/annual-reports.aspx . In addition, certain risks relating to the acquisition of Sparton Corp were identified in the Group's announcement of the acquisition issued on 7 July 2017, which is available for download at https://www.ultra-electronics.com/investors/press-0717.aspx.
In the defence sector, which contributes around 66% of Ultra's revenue, there is continuing pressure on US and UK defence budgets. In the US, there is concern over the timing and feasibility of the proposed US DoD budget, which exceeds the Budget Control Act. This could lead to a more prolonged Continuing Resolution into FY18. It is anticipated that this will increase the time taken to agree and allocate funding to programmes and hence for it to flow down into contract action. Nevertheless, the overall size of defence budgets worldwide, relative to the Group's revenue, provides sufficient headroom to support Ultra's growth potential.
There is a risk of programme delays or cancellations but this has always been a feature of the Group's markets.
Movements in foreign currency exchange rates result in both transaction and translation effects on the Group's results. Ultra's projected net transaction exposure is mitigated by the use of forward hedging contracts. By their nature, currency translation risks cannot be mitigated.
Risks are identified, collated, assessed and managed at the most appropriate level of the business (Board, Executive or Business level). Risks are reviewed regularly to ensure judgments and assumptions are unchanged, that appropriate mitigations are in place and that emerging risks are captured. Key risks identified by the Board include:
· Managing organic and acquisitive growth
· Delivering major change programmes
· Attracting, developing and retaining the right people and preserving Ultra's culture
· Protection of intellectual property and information security
· Effectiveness of supply chain
· Legislation and regulation compliance
· Maintaining governance and internal control
· Health, safety and the environment
· Pension management
CONFIRMATION OF GOING CONCERN
The Directors have considered the guidance issued by the Financial Reporting Council and hereby confirm that the Group continues to adopt the 'going concern' basis in preparing its accounts.
The Board has made appropriate enquiries to support this view, looking forward for a period of at least twelve months. Salient points taken into consideration were:
- the Group's long-term record of delivering high quality profits
- the adequacy of Ultra's financing facilities
- Ultra's positions in growth sectors of its markets
- the long-term nature of Ultra's markets and contracts
- the Group's minimal exposure to trading denominated in the Euro
- the risks as discussed above
PERFORMANCE & PROSPECTS
As previously indicated, 2017 will be more heavily weighted to the second half than normal and this is reflected in these interim results. Market conditions remain largely unchanged since our preliminary announcement in March. The US Federal budget was not approved until May and this, together with the recent UK General Election, has affected the progress of some contract awards. Nevertheless, following the strong order intake in the final part of the period, which has continued through July, we are pleased with our current order position.
Ultra enters the second half of the year with an order cover of 82% (2016: 84%). We anticipate the momentum in contract awards to continue as the year progresses. Furthermore, some additional export opportunities, such as the recently announced Indian defence systems contract, are edging closer to being secured. Our S3 initiative continues to drive efficiencies and investment in a further three ERP systems is to be implemented in 2017/18. The through-cycle cash conversion guidance is unchanged at above 85%. Based on the same £/US$ assumptions made in March ($1.30), the Board remains confident of making further progress in 2017 and our expectations for the full year remain unchanged.
- End -
Enquiries:
Ultra Electronics Holdings plc
Rakesh Sharma, Chief Executive 020 8813 4307
Amitabh Sharma, Group Finance Director
Susan McErlain, Corporate Affairs Director 07836 522 722
MHP Communications
James White 020 3128 8756
www.ultra-electronics.com
020 8813 4321
NATURE OF ANNOUNCEMENT
This Interim Management Report ("IMR") has been prepared solely to provide additional information to enable shareholders to assess Ultra's strategies and the potential for those strategies to be fulfilled. It should not be relied upon by any other party or for any other purpose.
This IMR contains certain forward-looking statements. Such statements are made by the Directors in good faith based on the information available to them at the time of their approval of this report, and they should be treated with caution due to the inherent uncertainties underlying such forward-looking information.
This IMR has been prepared for the Group as a whole and therefore gives greatest emphasis to those matters which are significant to Ultra when viewed as a complete entity.
Further information about Ultra:
Ultra Electronics is an internationally successful defence, security, transport and energy company with a long track record of development and growth. The Ultra Group manages a portfolio of specialist capabilities generating innovative solutions to customer needs. Ultra applies electronic and software technologies in demanding and critical environments ranging from military applications, through safety-critical devices in aircraft, to nuclear controls and sensor measurement. These capabilities have seen the Ultra Group's highly-differentiated products contributing to a large number of platforms and programmes.
Ultra has world-leading positions in many of its specialist capabilities and, as an independent, non-threatening partner, is able to support all of the main prime contractors in its sectors. As a result of such positioning, Ultra's systems, equipment or services are often mission or safety-critical to the successful operation of the platform to which they contribute. In turn, this mission-criticality secures Ultra's positions for the long-term which underpins the superior financial performance of the Ultra Group.
Ultra offers support to its customers through the design, delivery and support phases of a programme. Ultra businesses have a high degree of operational autonomy where the local management teams are empowered to devise and implement competitive strategies that reflect their expertise in their specific niches. The Ultra Group has a small head office and executive team that provide to the individual businesses the same agile, responsive support that they provide to customers, as well as formulating Ultra's overarching, corporate strategy.
Across the Ultra Group's three divisions, Ultra operates in the following eight market segments:
· Aerospace | · C2ISR |
· Land | · Nuclear |
· Communications | · Infrastructure |
· Maritime | · Underwater Warfare |
Ultra Electronics Holdings plc
Condensed Group highlights
for the half-year ended 30 June 2017
|
| Six months |
| Six months |
| Year to |
|
| to 30 June |
| to 1 July |
| 31 December |
|
| 2017 |
| 2016 |
| 2016 |
|
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
|
Revenue |
| 366,392 |
| 366,612 |
| 785,764 |
Underlying operating profit |
| 57,633 |
| 57,668 |
| 131,134 |
Operating profit |
| 25,427 |
| 38,843 |
| 89,725 |
Underlying profit before tax |
| 52,355 |
| 52,398 |
| 120,059 |
Profit before tax |
| 30,940
|
| 32,552
|
| 67,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying earnings per share (pence)* |
| 58.3 |
| 58.1 |
| 134.6 |
Basic earnings per share (pence)* |
| 37.6 |
| 38.4 |
| 82.8 |
Dividend per share (pence) |
| 14.6 |
| 14.2 |
| 47.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* On 7 July 2017 a total of 7,047,168 ordinary shares of 5 pence were placed representing 9.9% of Ultra's issued ordinary share capital prior to the placing. In accordance with IAS 33, earnings per share has not been restated to reflect this post balance sheet event.
Ultra Electronics Holdings plc
Condensed Consolidated Income Statement
for the half-year ended 30 June 2017
|
| Six months |
| Six months |
| Year to |
|
| to 30 June |
| to 1 July |
| 31 December |
|
| 2017 |
| 2016 |
| 2016 |
| Note | £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue | 3 | 366,392 |
| 366,612 |
| 785,764 |
Cost of sales |
| (261,070) |
| (257,296) |
| (536,561) |
Gross profit |
| 105,322 |
| 109,316 |
| 249,203 |
|
|
|
|
|
|
|
Other operating income |
| 834 |
| 1,461 |
| 1,770 |
Distribution costs |
| (471) |
| (510) |
| (1,081) |
Administrative expenses |
| (65,908) |
| (64,199) |
| (144,893) |
Other operating expenses |
| (7,246) |
| (4,448) |
| (8,777) |
Impairment charges |
| (1,645) |
| - |
| - |
S3 programme |
| (3,021) |
| (2,777) |
| (6,497) |
Oman contract termination costs | 5 | (2,438) |
| - |
| - |
|
|
|
|
|
|
|
Operating Profit | 3 | 25,427 |
| 38,843 |
| 89,725 |
|
|
|
|
|
|
|
Loss on disposals (net) | 19 | - |
| - |
| (4,076) |
Retirement benefit scheme curtailment gain | 20 | - |
| 15,500 |
| 15,500 |
Investment revenue | 6 | 12,288 |
| 87 |
| 197 |
Finance costs | 7 | (6,775) |
| (21,878) |
| (33,725) |
|
|
|
|
|
|
|
Profit before tax |
| 30,940 |
| 32,552 |
| 67,621 |
|
|
|
|
|
|
|
Tax | 8 | (4,440) |
| (5,590) |
| (9,363) |
|
|
|
|
|
|
|
Profit for the period |
| 26,500 |
| 26,962 |
| 58,258 |
Attributable to: |
|
|
|
|
|
|
Owners of the Company |
| 26,517 |
| 26,692 |
| 58,260 |
Non-controlling interests |
| (17) |
| - |
| (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ordinary share (pence)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic | 10 | 37.6 |
| 38.4 |
| 82.8 |
|
|
|
|
|
|
|
Diluted | 10 | 37.5 |
| 38.3 |
| 82.8 |
All results are derived from continuing operations.
* On 7 July 2017 a total of 7,047,168 ordinary shares of 5 pence were placed representing 9.9% of Ultra's issued ordinary share capital prior to the placing. In accordance with IAS 33, earnings per share has not been restated to reflect this post balance sheet event
Ultra Electronics Holdings plc
Condensed Consolidated Statement of Comprehensive Income
for the half-year ended 30 June 2017
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Profit for the period | 26,500 |
| 26,962 |
| 58,258 |
|
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
Actuarial loss on defined benefit pension schemes | - |
| - |
| (49,343) |
Tax relating to items that will not be reclassified | - |
| - |
| 9,973 |
Total items that will not be reclassified to profit or loss | - |
| - |
| (39,370) |
|
|
|
|
|
|
Items that may be reclassified to profit or loss: |
|
|
|
|
|
Exchange differences on translation of foreign operations | (14,491) |
| 64,787 |
| 99,349 |
Reclassification of exchange differences on disposals | - |
| - |
| (1,895) |
Transfer from profit and loss on cash flow hedge | 57 |
| 255 |
| - |
Loss on cash flow hedge | (79) |
| (1,267) |
| - |
Gain/(loss) on loans used in net investment hedges | 12,385 |
| (25,600) |
| (43,078) |
Tax relating to items that may be reclassified | - |
| - |
| 43 |
Total items that may be reclassified to profit or loss | (2,128) |
| 38,175 |
| 54,419 |
|
|
|
|
|
|
Other comprehensive (expense)/income for the period | (2,128) |
| 38,175 |
| 15,049 |
|
|
|
|
|
|
Total comprehensive income for the period | 24,372 |
| 65,137 |
| 73,307 |
Attributable to: |
|
|
|
|
|
Owners of the Company | 24,389 |
| 65,137 |
| 73,309 |
Non-controlling interests | (17) |
| - |
| (2) |
Ultra Electronics Holdings plc
Condensed Consolidated Balance Sheet
as at 30 June 2017
|
|
At 30 June |
|
At 1 July |
| At 31 December |
|
| 2017 |
| 2016 |
| 2016 |
| Note | £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Goodwill |
| 403,173 |
| 403,239 |
| 415,593 |
Other intangible assets |
| 159,517 |
| 195,366 |
| 173,637 |
Property, plant and equipment | 11 | 62,337 |
| 68,418 |
| 66,195 |
Deferred tax assets |
| 19,603 |
| 5,600 |
| 21,377 |
Derivative financial instruments | 18 | 375 |
| 68 |
| 3 |
Trade and other receivables | 12 | 12,945 |
| 15,987 |
| 16,352 |
|
| 657,950 |
| 688,678 |
| 693,157 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Inventories |
| 82,686 |
| 89,996 |
| 78,177 |
Trade and other receivables | 12 | 222,991 |
| 197,944 |
| 215,731 |
Tax assets |
| 6,731 |
| - |
| 9,444 |
Cash and cash equivalents |
| 80,392 |
| 39,780 |
| 74,625 |
Derivative financial instruments | 18 | 194 |
| 234 |
| 251 |
Assets classified as held for sale |
| - |
| 9,930 |
| - |
|
| 392,994 |
| 337,884 |
| 378,228 |
|
|
|
|
|
|
|
Total assets | 3 | 1,050,944 |
| 1,026,562 |
| 1,071,385 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables | 13 | (189,275) |
| (175,847) |
| (193,243) |
Tax liabilities |
| - |
| (555) |
| (7,339) |
Derivative financial instruments | 18 | (6,258) |
| (9,789) |
| (12,507) |
Liabilities classified as held for sale |
| - |
| (2,161) |
| - |
Short-term provisions | 14 | (9,419) |
| (16,429) |
| (16,633) |
|
| (204,952) |
| (204,781) |
| (229,722) |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Retirement benefit obligations |
| (109,852) |
| (66,849) |
| (113,177) |
Other payables | 13 | (9,768) |
| (7,734) |
| (9,972) |
Deferred tax liabilities |
| (6,284) |
| (6,153) |
| (6,555) |
Derivative financial instruments | 18 | (5,691) |
| (10,568) |
| (11,594) |
Borrowings |
| (340,753) |
| (365,167) |
| (331,325) |
Long-term provisions | 14 | (5,828) |
| (5,381) |
| (5,469) |
|
| (478,176) |
| (461,852) |
| (478,092) |
|
|
|
|
|
|
|
Total liabilities | 3 | (683,128) |
| (666,633) |
| (707,814) |
|
|
|
|
|
|
|
Net assets |
| 367,816 |
| 359,929 |
| 363,571 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital | 15 | 3,533 |
| 3,516 |
| 3,523 |
Share premium account |
| 67,416 |
| 61,501 |
| 64,020 |
Own shares |
| (2,581) |
| (2,581) |
| (2,581) |
Hedging reserve |
| (56,623) |
| (52,520) |
| (68,986) |
Translation reserve |
| 125,001 |
| 106,825 |
| 139,492 |
Retained earnings |
| 231,018 |
| 243,188 |
| 228,034 |
Equity attributable to owners of the company |
| 367,764 |
| 359,929 |
| 363,502 |
Non-controlling interest |
| 52 |
| - |
| 69 |
|
|
|
|
|
|
|
Total equity |
| 367,816 |
| 359,929 |
| 363,571 |
Ultra Electronics Holdings plc
Condensed Consolidated Cash Flow Statement
for the half-year ended 30 June 2017
|
| Six months |
| Six months |
| Year to |
|
| to 30 June |
| to 1 July |
| 31 December |
|
| 2017 |
| 2016 |
| 2016 |
| Note | £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
|
Net cash inflow from operating activities | 16 | 9,541 |
| 22,197 |
| 92,834 |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
Interest received |
| 114 |
| 87 |
| 197 |
Dividends received from former equity accounted investments |
| 3,111 |
| - |
| - |
Purchase of property, plant and equipment |
| (3,582) |
| (1,998) |
| (4,645) |
Proceeds from disposal of property, plant and equipment |
| 20 |
| 91 |
| 293 |
Expenditure on product development and other intangibles |
| (1,782) |
| (949) |
| (2,728) |
Disposal of subsidiary undertakings |
| - |
| - |
| 22,040 |
Acquisition of subsidiary undertakings |
| - |
| (5,067) |
| (5,199) |
Net cash (used in)/from investing activities |
| (2,119) |
| (7,836) |
| 9,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Issue of share capital |
| 3,406 |
| 451 |
| 2,976 |
Dividends paid |
| (23,647) |
| (22,631) |
| (32,583) |
Repayments of borrowings |
| (43,000) |
| (75,000) |
| (114,419) |
Proceeds from borrowings |
| 64,351 |
| 72,632 |
| 60,000 |
Minority investment |
| - |
| - |
| 2,000 |
Net cash from/(used in) financing activities |
| 1,110 |
| (24,548) |
| (82,026) |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
| 8,532 |
| (10,187) |
| 20,766 |
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
| 74,625 |
| 45,474 |
| 45,474 |
Effect of foreign exchange rate changes |
| (2,765) |
| 4,493 |
| 8,385 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
| 80,392 |
| 39,780 |
| 74,625 |
Ultra Electronics Holdings plc
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 30 June 2017
Equity attributable to equity holders of the parent
| Share capital £'000 |
Share premium account £'000 | Reserve for own shares £'000 |
Hedging reserve £'000 | Translation reserve £'000 | Retained earnings £'000 | Non-controlling interest £'000 |
Total equity £'000 |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2017 | 3,523 | 64,020 | (2,581) | (68,986) | 139,492 | 228,034 | 69 | 363,571 |
|
|
|
|
|
|
|
|
|
Profit for the period | - | - | - | - | - | 26,517 | (17) | 26,500 |
Other comprehensive income for the period | - | - | - | 12,363 | (14,491) | - | - | (2,128) |
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period | - | - | - | 12,363 | (14,491) | 26,517 | (17) | 24,372 |
|
|
|
|
|
|
|
|
|
Equity-settled employee share schemes | 10 | 3,396 | - | - | - | 114 | - | 3,520 |
Dividend to shareholders | - | - | - | - | - | (23,647) | - | (23,647) |
|
|
|
|
|
|
|
|
|
Balance at 30 June 2017 | 3,533 | 67,416 | (2,581) | (56,623) | 125,001 | 231,018 | 52 | 367,816 |
|
|
|
|
|
|
|
|
|
Ultra Electronics Holdings plc
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 1 July 2016
Equity attributable to equity holders of the parent
| Share capital £'000 |
Share premium account £'000 | Reserve for own shares £'000 |
Hedging reserve £'000 | Translation reserve £'000 | Retained earnings £'000 | Non-controlling interest £'000 |
Total equity £'000 |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2016 | 3,514 | 61,052 | (2,581) | (25,908) | 42,038 | 238,728 | - | 316,843 |
|
|
|
|
|
|
|
|
|
Profit for the period | - | - | - | - | - | 26,962 | - | 26,962 |
Other comprehensive income for the period | - | - | - | (26,612) | 64,787 | - | - | 38,175 |
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period | - | - | - | (26,612) | 64,787 | 26,962 | - | 65,137 |
|
|
|
|
|
|
|
|
|
Equity-settled employee share schemes | 2 | 449 | - | - | - | 129 | - | 580 |
Dividend to shareholders | - | - | - | - | - | (22,631) | - | (22,631) |
|
|
|
|
|
|
|
|
|
Balance at 1 July 2016 | 3,516 | 61,501 | (2,581) | (52,520) | 106,825 | 243,188 | - | 359,929 |
|
|
|
|
|
|
|
|
|
Ultra Electronics Holdings plc
Condensed Consolidated Statement of Changes in Equity
for the year ended 31 December 2016
Equity attributable to equity holders of the parent
| Share capital £'000 |
Share premium account £'000 | Reserve for own shares £'000 |
Hedging reserve £'000 | Translation reserve £'000 | Retained earnings £'000 |
Non-Controlling Interest £'000 | Total equity £'000 |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2016 | 3,514 | 61,052 | (2,581) | (25,908) | 42,038 | 238,728 | - | 316,843 |
|
|
|
|
|
|
|
|
|
Profit for the period | - | - | - | - | - | 58,260 | (2) | 58,258 |
Other comprehensive income for the period | - | - | - | (43,078) | 97,454 | (39,327) | - | 15,049 |
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period | - | - | - | (43,078) | 97,454 | 18,933 | (2) | 73,307 |
|
|
|
|
|
|
|
|
|
Non-controlling interest's investment |
|
|
|
|
|
|
|
|
made in subsidiary | - | - | - | - | - | 1,929 | 71 | 2,000 |
Equity-settled employee share schemes | 9 | 2,968 | - | - | - | 984 | - | 3,961 |
Dividend to shareholders | - | - | - | - | - | (32,583) | - | (32,583) |
Tax on share-based payment transactions | - | - | - | - | - | 43 | - | 43 |
|
|
|
|
|
|
|
|
|
Balance at 31 December 2016 | 3,523 | 64,020 | (2,581) | (68,986) | 139,492 | 228,034 | 69 | 363,571 |
|
|
|
|
|
|
|
|
|
Ultra Electronics Holdings plc
Notes to the Condensed Consolidated Interim Financial Statements
for the half-year ended 30 June 2017
1. General information
The information for the year ended 31 December 2016 does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.
These interim financial statements, which were approved by the Board of Directors on 7 August 2017, have not been audited or reviewed by the Auditor.
2. Accounting policies
The annual financial statements of Ultra Electronics Holdings plc are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The condensed consolidated financial statements included in this half-yearly financial report have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the European Union.
The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual audited financial statements. The following Standards and interpretations were adopted as at 1 January 2017:
· IAS 12 Income Taxes - Amendments regarding the recognition of deferred tax assets for unrealised losses
A number of new standards and amendments to existing standards have been issued but are not yet effective and, in the case of IFRS 16 - Leases, are not yet endorsed by the EU. IFRS 15 Revenue from contracts with customers - is effective from 1 January 2018. A detailed project has been undertaken to determine the impact of IFRS 15 had it been applied in 2016. The project has assessed revenue and contract terms from across all the Group's business units and contracting types. There is no impact to the timing of the Group's cash flows nor the timing of revenue recognition on the majority of the Group's contracts. The most significant changes relative to current accounting treatments arise in the following areas:
(i) the accounting for multiple elements of long term contracts approved at different times, for example contracts involving product design, followed by subsequent production orders,
(ii) allocation of the contract price to performance obligations for long term contracts containing multiple deliverables,
(iii) the accounting for certain transactions currently treated as long term contracts that may need to be treated as sales of goods; and
(iv) the accounting for certain licences that are determined to provide separately identifiable benefit to the customer.
Long term contract revenue: it is expected that revenue for the substantial majority of contracts that are currently recognised using contract accounting will continue to be accounted for over the life of the contract, however the method by which performance obligations are determined may change on certain contracts including identification of material rights. A small number of contracts may no longer qualify to be contract accounted and revenue will instead be recorded at the point at which control of the goods transfers to the customer.
Revenue from sale of goods: the timing of revenue recognised on the substantial majority of such contracts is not expected to be significantly affected by IFRS 15 with revenue continuing to be recognised as control of goods is passed to the customer.
The process of implementation is complex as many of the Group's businesses will need to revise current processes and systems used for monitoring contract phases and performance to collect the required information, even if this does not give rise to a material change in revenue or profit recognised. The Group will continue to analyse and assess the potential impact until the transition date, and provide any further update as necessary.
3. Segment information
| Six months to 30 June 2017 | Six months to 1 July 2016 | ||||
| External revenue £'000 | Internal revenue £'000 |
Total £'000 | External revenue £'000 | Internal revenue £'000 |
Total £'000 |
Revenue |
|
|
|
|
|
|
Aerospace & Infrastructure | 95,978 | 5,218 | 101,196 | 93,018 | 4,062 | 97,080 |
Communications & Security | 109,827 | 3,107 | 112,934 | 119,797 | 742 | 120,539 |
Maritime & Land | 160,587 | 7,312 | 167,899 | 153,797 | 11,860 | 165,657 |
Eliminations | - | (15,637) | (15,637) | - | (16,664) | (16,664) |
Consolidated revenue | 366,392 | - | 366,392 | 366,612 | - | 366,612 |
| Aerospace & Infrastructure £'000 | Communications & Security £'000 | Maritime & Land £'000 | Six months to 30 June 2017
Total £'000 | ||||
Underlying operating profit | 16,089 | 12,995 | 28,549 | 57,633 | ||||
Amortisation of intangibles arising on acquisition | (795) | (10,427) | (3,511) | (14,733) | ||||
S3 programme | (454) | (1,617) | (950) | (3,021) | ||||
Oman contract termination costs | (2,438) | - | - | (2,438) | ||||
Adjustments to contingent considerationnet of acquisition & disposal related costs | (70) | (356) | (9,943) | (10,369) | ||||
Impairment charges | - | (1,645) | - | (1,645) | ||||
Operating profit | 12,332 | (1,050) | 14,145 | 25,427 | ||||
Investment revenue |
|
|
| 12,288 | ||||
Finance costs |
|
|
| (6,775) | ||||
Profit before tax |
|
|
| 30,940 | ||||
Tax |
|
|
| (4,440) | ||||
Profit after tax |
|
|
| 26,500 | ||||
|
|
|
|
| ||||
| Aerospace & Infrastructure £'000 | Communications & Security £'000 | Maritime & Land £'000 | Six months to 1 July 2016
Total £'000 |
| |||
Underlying operating profit | 15,158 | 15,812 | 26,698 | 57,668 |
| |||
Amortisation of intangibles arising on acquisition | (806) | (13,008) | (1,460) | (15,274) |
| |||
S3 programme | (1,735) | (649) | (393) | (2,777) |
| |||
Adjustments to contingent considerationnet of acquisition & disposal related costs | (17) | (744) | (13) | (774) |
| |||
Operating profit | 12,600 | 1,411 | 24,832 | 38,843 |
| |||
Retirement benefit scheme curtailment gain |
|
|
| 15,500 |
| |||
Investment revenue |
|
|
| 87 |
| |||
Finance costs |
|
|
| (21,878) |
| |||
Profit before tax |
|
|
| 32,552 |
| |||
Tax |
|
|
| (5,590) |
| |||
Profit after tax |
|
|
| 26,962 |
| |||
3. Segment information (continued)
| Aerospace & Infrastructure £'000 | Communications & Security £'000 | Maritime & Land £'000 | Year to 31 December 2016
Total £'000 |
Underlying operating profit | 32,378 | 39,703 | 59,053 | 131,134 |
Amortisation of intangibles arising on acquisition | (1,604) | (26,964) | (4,087) | (32,655) |
Adjustments to contingent consideration net of acquisition & disposal related costs | (337) | (1,457) | (463) | (2,257) |
S3 programme | (2,594) | (2,406) | (1,497) | (6,497) |
Operating profit/(loss) | 27,843 | 8,876 | 53,006 | 89,725 |
Loss on disposals (net) |
|
|
| (4,076) |
Retirement benefit scheme curtailment gain |
|
|
| 15,500 |
Investment revenue |
|
|
| 197 |
Finance costs |
|
|
| (33,725) |
Profit before tax |
|
|
| 67,621 |
Tax |
|
|
| (9,363) |
Profit after tax |
|
|
| 58,258 |
|
|
At 30 June 2017 |
|
At 1 July 2016 |
| At 31 December 2016 |
|
| £'000 |
| £'000 |
| £'000 |
Total assets by segment |
|
|
|
|
|
|
Aerospace & Infrastructure |
| 232,209 |
| 234,507 |
| 233,110 |
Communications & Security |
| 450,966 |
| 481,819 |
| 463,713 |
Maritime & Land |
| 260,474 |
| 264,554 |
| 268,862 |
|
| 943,649 |
| 980,880 |
| 965,685 |
Unallocated |
| 107,295 |
| 45,682 |
| 105,700 |
Total assets |
| 1,050,944 |
| 1,026,562 |
| 1,071,385 |
Unallocated assets represent current and deferred tax assets, derivatives at fair value and cash and cash equivalents.
|
|
At 30 June 2017 |
|
At 1 July 2016 |
| At 31 December 2016 |
|
| £'000 |
| £'000 |
| £'000 |
Total liabilities by segment |
|
|
|
|
|
|
Aerospace & Infrastructure |
| 48,011 |
| 53,480 |
| 55,751 |
Communications & Security |
| 76,034 |
| 72,182 |
| 71,832 |
Maritime & Land |
| 96,214 |
| 86,431 |
| 104,042 |
|
| 220,259 |
| 212,093 |
| 231,625 |
Unallocated |
| 462,869 |
| 454,540 |
| 476,189 |
Total liabilities |
| 683,128 |
| 666,633 |
| 707,814 |
Unallocated liabilities represent derivatives at fair value, current and deferred tax liabilities, retirement benefit obligations, bank loans and loan notes.
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
Revenue by geographical destination |
|
|
|
|
|
United Kingdom | 80,222 |
| 89,038 |
| 185,135 |
Continental Europe | 32,606 |
| 31,003 |
| 82,818 |
Canada | 10,332 |
| 13,168 |
| 18,617 |
USA | 185,113 |
| 186,609 |
| 391,754 |
Rest of World | 58,119 |
| 46,794 |
| 107,440 |
| 366,392 |
| 366,612 |
| 785,764 |
4. Additional performance measures
To present the underlying profitability of the Group on a consistent basis year-on-year, additional performance indicators have been used. These are calculated as follows:
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Operating profit | 25,427 |
| 38,843 |
| 89,725 |
Amortisation of intangibles arising on acquisition | 14,733 |
| 15,274 |
| 32,655 |
Impairment charges | 1,645 |
| - |
| - |
Adjustments to contingent consideration net of acquisition and disposal related costs |
10,369 |
|
774 |
|
2,257 |
Oman contract termination related costs | 2,438 |
| - |
| - |
S3 programme | 3,021 |
| 2,777 |
| 6,497 |
Underlying operating profit | 57,633 |
| 57,668 |
| 131,134 |
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax | 30,940 |
| 32,552 |
| 67,621 |
Amortisation of intangibles arising on acquisition | 14,733 |
| 15,274 |
| 32,655 |
Impairment charges | 1,645 |
| - |
| - |
Adjustments to contingent consideration net of acquisition and disposal related costs | 10,369 |
| 774 |
|
2,257 |
Unwinding of discount on provisions | - |
| 272 |
| 367 |
(Profit)/loss on fair value movements on derivatives | (12,174) |
| 14,497 |
| 19,103 |
Net interest charge on defined benefit pensions | 1,383 |
| 1,752 |
| 2,983 |
Oman contract termination related costs | 2,438 |
| - |
| - |
S3 programme | 3,021 |
| 2,777 |
| 6,497 |
Loss on disposals (net) | - |
| - |
| 4,076 |
Retirement benefit scheme curtailment gain | - |
| (15,500) |
| (15,500) |
Underlying profit before tax | 52,355 |
| 52,398 |
| 120,059 |
|
|
|
|
|
|
Cash generated by operations (see note 16) | 21,955 |
| 30,743 |
| 112,002 |
Purchase of property, plant and equipment | (3,582) |
| (1,998) |
| (4,645) |
Proceeds on disposal of property, plant and equipment | 20 |
| 91 |
| 293 |
Expenditure on product development and other intangibles | (1,782) |
| (949) |
| (2,728) |
Dividend from former equity accounted investment | 3,111 |
| - |
| - |
Oman performance bond | - |
| 8,230 |
| 8,230 |
S3 programme | 3,682 |
| 2,135 |
| 5,613 |
Acquisition and disposal related payments | 7,070 |
| 270 |
| 1,669 |
Underlying operating cash flow | 30,474 |
| 38,522 |
| 120,434 |
The above analysis of the Group's operating results, earnings per share and cash flows, is presented to provide readers with additional performance indicators that are prepared on a non-statutory basis. This presentation is regularly reviewed by management to identify items that are unusual and other items relevant to an understanding of the Group's performance and long-term trends with reference to their materiality and nature. This additional information is not uniformly defined by all Companies and may not be comparable with similarly titled measures and disclosures by other organisations. The non-statutory disclosures should not be viewed in isolation or as an alternative to the equivalent statutory measure. See note 21 for further details.
5. Oman contract termination costs
In 2015, 'Ithra' ("Ultra Electronics in collaboration with Oman Investment Corporation LLC"), the legal entity established with the sole purpose of delivering the Oman Airport IT contract, was placed into voluntary liquidation. A liquidator was appointed and is pursuing claims against the customer on behalf of the interested parties. In 2017 £2.4m of legal costs associated with the Oman Airport IT contract termination were charged to the income statement.
6. Investment revenue
| Six months |
| Six months |
| Year to | |
| to 30 June |
| to 1 July |
| 31 December | |
|
| 2017 |
| 2016 |
| 2016 |
|
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
|
Bank interest |
| 114 |
| 87 |
| 197 |
Fair value movement on derivatives |
| 12,174 |
| - |
| - |
|
| 12,288 |
| 87 |
| 197 |
7. Finance costs
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Amortisation of finance costs of debt | 417 |
| 418 |
| 848 |
Interest payable on bank loans, overdrafts and other loans | 4,975 |
| 4,939 |
| 10,424 |
Total borrowing costs | 5,392 |
| 5,357 |
| 11,272 |
Retirement benefit scheme finance cost | 1,383 |
| 1,752 |
| 2,983 |
Unwinding of discount on provisions | - |
| 272 |
| 367 |
Fair value movement on derivatives | - |
| 14,497 |
| 19,103 |
| 6,775 |
| 21,878 |
| 33,725 |
8. Tax
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
Current tax |
|
|
|
|
|
United Kingdom | 1,358 |
| 2,778 |
| 3,701 |
Overseas | 1,580 |
| 3,236 |
| 11,205 |
| 2,938 |
| 6,014 |
| 14,906 |
Deferred tax |
|
|
|
|
|
United Kingdom | 140 |
| (105) |
| 1,413 |
Overseas | 1,362 |
| (319) |
| (6,956) |
| 1,502 |
| (424) |
| (5,543) |
|
|
|
|
|
|
Total tax charge | 4,440 |
| 5,590 |
| 9,363 |
The main rate of UK corporation tax was 19% at 1 April 2017.
9. Ordinary dividends
| Six months |
| Six months |
| to 30 June |
| to 1 July |
| 2017 |
| 2016 |
| £'000 |
| £'000 |
|
|
|
|
Final dividend for the year ended 31 December 2016 of 33.6p (2015: 32.3p) per share | 23,647 |
| 22,631 |
|
|
|
|
Proposed interim dividend for the year ended 31 December 2017 of 14.6p (2016: 14.2p) per share* | 10,282 |
| 9,951 |
The interim 2017 dividend of 14.6p pence per share will be paid on 21 September 2017 to shareholders on the register at 1 September 2017. It was approved by the Board after 30 June 2017 and has not been included as a liability at 30 June 2017.
*On 7 July 2017 a total of 7,047,168 ordinary shares of 5 pence were placed representing 9.9% of Ultra's issued ordinary share capital prior to the placing. This post balance sheet event increases the proposed interim dividend based on shares in issue at 30 June 2017 of £10,282,000 stated above, to £11,311,000.
10. Earnings per share
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016
|
| 2016
|
| Pence |
| Pence |
| Pence |
From continuing operations |
|
|
|
|
|
Basic underlying (see below) | 58.3 |
| 58.1 |
| 134.6 |
Diluted underlying (see below) | 58.2 |
| 58.1 |
| 134.5 |
Basic | 37.6 |
| 38.4 |
| 82.8 |
Diluted | 37.5 |
| 38.3 |
| 82.8 |
The calculation of the basic, underlying and diluted earnings per share is based on the following data:
| Six months |
| Six months |
| Year to |
| To 30 June |
| To 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
Earnings |
|
|
|
|
|
Earnings for the purposes of earnings per share being profit for the period | 26,517 |
| 26,962 |
| 58,260 |
|
|
|
|
|
|
Underlying earnings |
|
|
|
|
|
Profit for the period | 26,517 |
| 26,962 |
| 58,260 |
(Profit)/loss on fair value movements on derivatives (net of tax) | (9,831) |
| 11,597 |
| 16,008 |
Amortisation of intangibles arising on acquisition (net of tax) | 9,799 |
| 10,370 |
| 22,419 |
Unwinding of discount on provisions | - |
| 218 |
| 367 |
Acquisition and disposal related costs net of contingent consideration (net of tax) | 7,569 |
| 774 |
| 2,100 |
Net interest charge on defined benefit pensions (net of tax) | 1,148 |
| 1,437 |
| 2,386 |
Retirement benefit scheme curtailment gain (net of tax) | - |
| (12,710) |
| (12,400) |
Oman contract termination related costs (net of tax) | 2,438 |
| - |
| - |
Impairment charges (net of tax) | 1,020 |
| - |
| - |
S3 programme (net of tax) | 2,439 |
| 2,222 |
| 5,503 |
Disposals (net of tax) | - |
| - |
| 48 |
Earnings for the purposes of underlying earnings per share | 41,099 |
| 40,870 |
| 94,691 |
10. Earnings per share (continued)
The weighted average number of shares is given below:
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
|
|
|
|
|
|
Number of shares used for basic earnings per share | 70,513,316 |
| 70,300,621 |
| 70,330,384 |
Effect of dilutive potential ordinary shares - share options | 152,775 |
| 66,653 |
| 73,320 |
Number of shares used for fully diluted earnings per share | 70,666,091 |
| 70,367,274 |
| 70,403,704 |
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Underlying profit before tax | 52,355 |
| 52,398 |
| 120,059 |
Taxation charge on underlying profit | (11,256) |
| (11,528) |
| (25,368) |
Underlying profit after tax attributable to equity shareholders |
41,099 |
|
40,870 |
|
94,691 |
Tax rate applied for the purposes of underlying earnings per share | 21.5% |
| 22.0% |
| 21.1% |
On 7 July 2017 a total of 7,047,168 ordinary shares of 5 pence were placed representing 9.9% of Ultra's issued ordinary share capital prior to the placing. In accordance with IAS 33, earnings per share has not been restated to reflect this post balance sheet event.
11. Property, plant and equipment
During the period, the Group spent £3.6m on the acquisition of property, plant and equipment. The Group did not make any significant disposals during the period.
12. Trade and other receivables
|
At 30 June |
|
At 1 July |
| At 31 December |
Non-current | 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Amounts receivable from contract customers | 12,945 |
| 15,987 |
| 16,352 |
| 12,945 |
| 15,987 |
| 16,352 |
|
At 30 June |
|
At 1 July |
| At 31 December |
Current | 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Trade receivables | 91,949 |
| 83,439 |
| 98,977 |
Provisions against receivables | (1,236) |
| (1,181) |
| (1,307) |
Net trade receivables | 90,713 |
| 82,258 |
| 97,670 |
Amounts receivable from contract customers | 109,969 |
| 83,947 |
| 95,919 |
Prepayments and other receivables | 22,309 |
| 31,739 |
| 22,142 |
| 222,991 |
| 197,944 |
| 215,731 |
13. Trade and other payables
|
At 30 June |
|
At 1 July |
| At 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
Amounts included in current liabilities: |
|
|
|
|
|
Trade payables | 73,626 |
| 59,541 |
| 68,341 |
Amounts due to contract customers | 50,426 |
| 54,325 |
| 46,310 |
Other payables | 65,223 |
| 61,981 |
| 78,592 |
| 189,275 |
| 175,847 |
| 193,243 |
|
|
|
|
|
|
Amounts included in non-current liabilities: |
|
|
|
|
|
Amounts due to contract customers | 2,975 |
| 918 |
| 6,146 |
Other payables | 6,793 |
| 6,816 |
| 3,826 |
| 9,768 |
| 7,734 |
| 9,972 |
|
|
|
|
|
|
14. Provisions
|
Warranties |
|
Contract related provisions |
|
Other |
|
Total |
| £'000 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
|
|
At 1 July 2016 | 3,678 |
| 7,580 |
| 10,552 |
| 21,810 |
|
|
|
|
|
|
|
|
At 31 December 2016 | 4,444 |
| 6,739 |
| 10,919 |
| 22,102 |
|
|
|
|
|
|
|
|
At 30 June 2017 | 4,058 |
| 1,065 |
| 10,124 |
| 15,247 |
|
|
|
|
|
|
|
|
Included in current liabilities | 1,669 |
| 376 |
| 7,374 |
| 9,419 |
Included in non-current liabilities | 2,389 |
| 689 |
| 2,750 |
| 5,828 |
| 4,058 |
| 1,065 |
| 10,124 |
| 15,247 |
Warranty provisions are based on an assessment of future claims with reference to past experience. Such costs are generally incurred within two years after delivery. Contract related provisions will be utilised over the period as stated in the contract to which the specific provision relates. Other provisions include contingent consideration and dilapidation costs. Dilapidations will be payable at the end of the contracted life which is up to fifteen years. Contingent consideration is payable when earnings targets are met.
15. Share capital
195,770 shares, with a nominal value of £9,789 have been allotted in the first six months of 2017 under the terms of the Group's various share option schemes. The aggregate consideration received by the Company was £3,406,000.
On 7 July 2017 a total of 7,047,168 ordinary shares of 5 pence were placed representing 9.9% of Ultra's issued ordinary share capital prior to the placing. Net proceeds received were £133.9m.
16. Cash flow information
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Operating profit | 25,427 |
| 38,843 |
| 89,725 |
Adjustments for: |
|
|
|
|
|
Depreciation of property, plant and equipment | 5,159 |
| 5,735 |
| 11,499 |
Amortisation of intangible assets | 16,433 |
| 17,115 |
| 38,034 |
Impairment charges | 1,645 |
| - |
| - |
Cost of equity-settled employee share schemes | 114 |
| 129 |
| 984 |
Adjustment for pension funding | (4,708) |
| (4,222) |
| (8,468) |
Loss on disposal of property, plant and equipment | 267 |
| 34 |
| 291 |
Decrease in provisions | (4,973) |
| (7,370) |
| (8,975) |
Operating cash flow before movements in working capital | 39,364 |
| 50,264 |
|
123,090 |
|
|
|
|
|
|
(Increase)/decrease in inventories | (6,058) |
| (2,346) |
| 8,295 |
(Increase)/decrease in receivables | (11,624) |
| 11,387 |
| (339) |
Increase/(decrease) in payables | 273 |
| (28,562) |
| (19,044) |
Cash generated by operations | 21,955 |
| 30,743 |
| 112,002 |
|
|
|
|
|
|
Income taxes paid | (7,439) |
| (3,428) |
| (9,012) |
Interest paid | (4,975) |
| (5,118) |
| (10,156) |
Net cash inflow from operating activities | 9,541 |
| 22,197 |
| 92,834 |
|
|
|
|
|
|
Reconciliation of net movement in cash and cash equivalents to movement in net debt
| Six months |
| Six months |
| Year to |
| to 30 June |
| to 1 July |
| 31 December |
| 2017 |
| 2016 |
| 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents | 8,532 |
| (10,187) |
| 20,766 |
Cash (inflow)/outflow from (increase)/decrease in debt and finance leasing |
(21,351) |
|
2,368 |
|
54,419 |
Change in net debt arising from cash flows | (12,819) |
| (7,819) |
| 75,185 |
Amortisation of finance costs of debt | (417) |
| (418) |
| (848) |
Translation differences | 9,575 |
| (21,578) |
| (35,465) |
Movement in net debt in the period | (3,661) |
| (29,815) |
| 38,872 |
Net debt at start of period | (256,700) |
| (295,572) |
| (295,572) |
Net debt at end of period | (260,361) |
| (325,387) |
| (256,700) |
|
|
|
|
|
|
Net debt comprised the following: |
|
|
|
|
|
|
At 30 June 2017 |
|
At 1 July 2016 |
| At 31 December 2016 |
| £'000 |
| £'000 |
| £'000 |
|
|
|
|
|
|
Cash and cash equivalents | 80,392 |
| 39,780 |
| 74,625 |
Borrowings | (340,753) |
| (365,167) |
| (331,325) |
| (260,361) |
| (325,387) |
| (256,700) |
17. Going concern
The Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing these condensed consolidated half year financial statements.
18. Financial Instruments
Exposure to currency risks arises in the normal course of the Group's business. Derivative financial instruments are used to hedge exposure to all significant fluctuations in foreign exchange rates. All of the Group's financial instruments have been assessed as Level 2 and comprise foreign exchange forward contracts.
The directors consider that the carrying amount of all financial assets and liabilities approximates to their fair value.
Fair value measurements as at 30 June 2017 are set out in the table below. These forward exchange contracts have been fair valued using forward exchange rates that are quoted in an active market.
|
At 30 June 2017 |
|
At 1 July 2016 |
| At 31 December 2016 |
| £'000 |
| £'000 |
| £'000 |
Financial assets: |
|
|
|
|
|
Derivatives used for hedging | 569 |
| 302 |
| 254 |
Financial liabilities: |
|
|
|
|
| ||||
Derivatives used for hedging | (11,949) |
| (20,357) |
| (24,101) |
| |||
19. Disposals
In 2016 the Communications & Security division disposed of its ID business and its remaining Legal Intercept assets, from the former SOTECH business. After disposals of intangible fixed assets and allocation of goodwill, the accounting loss on disposal in 2016 was £4.1m. Further proceeds could be received over the following two years based on agreed targets; any such proceeds will be accounted for in the year of receipt.
|
|
| 2016 |
|
|
| £'000 |
|
|
|
|
Cash proceeds received |
|
| 22,040 |
Intangible assets and allocated goodwill disposed of |
|
| (21,992) |
Other net assets disposed of |
|
| (6,019) |
Release from translation reserve |
|
| 1,895 |
Net loss on disposal |
|
| (4,076) |
20. Retirement benefits
The UK defined benefit scheme closed to future benefit accrual from 5 April 2016 following a consultation process with members. A one-off curtailment gain of £15,500,000 was credited to the income statement in 2016. As set out in notes 4 & 21, this one-off curtailment gain was treated as a non-underlying item.
21. Other matters
Seasonality
The Group's financial results have not historically been subject to significant seasonal trends.
Related party transactions
There were no significant related party transactions, other than the remuneration of key management personnel during the period.
21. Other matters (continued)
Post balance sheet events
On 7 July 2017, Ultra announced that it had entered into a conditional merger agreement to acquire Sparton Corporation ("Sparton"), its 50/50 partner in the long-standing ERAPSCO joint venture, which develops, manufactures and supports all US sonobuoys supplied to the US DoD. The proposed acquisition values Sparton's total equity at approximately $234.8m (£180.6m) and as part of the acquisition, Ultra will repay Sparton's debt at completion. Completion of the deal is expected by 1 January 2018. The Group also announced a placing of new ordinary shares; on 7 July 2017 a total of 7,047,168 ordinary shares of 5 pence were placed representing 9.9% of Ultra's issued ordinary share capital prior to the placing. Net proceeds received were £133.9m.
Non-statutory performance measures
In the analysis of the Group's operating results, earnings per share and cash flows, information is presented to provide readers with additional performance indicators that are prepared on a non-statutory basis. This presentation is regularly reviewed by management to identify items that are unusual and other items relevant to an understanding of the Group's performance and long-term trends with reference to their materiality and nature.
This additional information is not uniformly defined by all Companies and may not be comparable with similarly titled measures and disclosures by other organisations. The non-statutory disclosures should not be viewed in isolation or as an alternative to the equivalent statutory measure. Information for separate presentation is considered as follows:
• Contract losses arising in the ordinary course of trading are not separately presented, however losses (and subsequent reversals) are separately disclosed in situations of a material dispute which are expected to lead to arbitration or legal proceedings.
• One-off curtailment gain arising on closure of defined benefit pension scheme.
• Material costs or reversals arising from a significant restructuring of the Group's operations, such as the S3 programme, are presented separately.
• Disposals of entities or investments in associates or joint ventures, or impairments of related assets are presented separately.
• The amortisation of intangible assets arising on acquisitions and impairment of goodwill or intangible assets are presented separately.
• Other matters arising due to the Group's acquisitions such as adjustments to contingent consideration, payment of retention bonuses, acquisition and disposal costs and fair value adjustments for acquired inventory made in accordance with IFRS 13 are separately disclosed in aggregate.
• Furthermore, IAS 37 requires the Group to discount provisions using a pre-tax discount rate that reflects the current assessment of the time value of money and the risks specific to the liability, this discount unwind is presented separately when the provision relates to acquisition contingent consideration.
• Derivative instruments used to manage the Group's foreign exchange exposures are 'fair valued' in accordance with IAS 39. This creates volatility in the valuation of the outstanding instruments as exchange rates move over time. This has minimal impact on profit over the full term of the instruments, but can cause significant volatility on particular balance sheet dates, consequently the gain or loss is presented separately.
• The defined benefit pension net interest charge arising in accordance with IAS 19 is presented separately.
• The Group is cash-generative and reinvests funds to support the continuing growth of the business. It seeks to use an accurate and appropriate measure of the funds generated internally while sustaining this growth. For this, the Group uses operating cash flow, rather than cash generated by operations, as its preferred indicator of cash generated and available to cover non-operating expenses such as tax and interest payments. Management believes that using cash generated by operations, with the exclusion of net expenditure on property, plant and equipment and outflows for capitalised product development and other intangibles, would result in an under-reporting of the true cash cost of sustaining a growing business.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
(a) these condensed financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting";
(b) this half year report includes a fair review of the information required by Disclosure and Transparency Rule (DTR) 4.2.7R (indication of important events during the period and description of principal risks and uncertainties for the remainder of the financial year); and
(c) this half year report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
By order of the Board
Rakesh Sharma Amitabh Sharma
Chief Executive Group Finance Director
7 August 2017
Related Shares:
ULE.L