30th Jul 2008 07:00
Strong operational and financial performance
Rexam, the global consumer packaging company, announces its results for the six months to 30 June 2008.
Underlying business performance1
Six months to 30.06.08 |
Six months to 30.06.07 |
Change |
|||
Sales (£m) |
2,191 |
1,688 |
30% |
||
Underlying operating profit (£m)1 |
217 |
148 |
47% |
||
Underlying profit before tax (£m)1 |
158 |
98 |
61% |
||
Underlying earnings per share (pence)1 |
17.0 |
11.7 |
45% |
||
Dividends, declared or paid, per share (pence) |
8.7 |
8.3 |
5% |
Commenting on the 2008 half year results, Leslie Van de Walle, Rexam's CEO, said:
"We produced a strong operational performance in the first half of the year, delivering financial results ahead of our expectations owing to good pricing, good cost recovery and further efficiency savings including synergies. Overall we saw continued robust growth in Beverage Cans and expect further margin improvement. The enlarged Plastic Packaging business continues to make good progress. Recognising the uncertainty of the economic climate and the increasing input cost pressure, we anticipate that trading in the second half will be in line with our original expectations, giving us a strong overall performance for the year."
Statutory results2
Six months to 30.06.08 |
Six months to 30.06.07 |
Change |
|||
Continuing operations: |
|||||
Sales (£m) |
2,191 |
1,688 |
30% |
||
Operating profit (£m) |
198 |
146 |
36% |
||
Profit before tax (£m) |
141 |
97 |
45% |
||
Profit for the financial period (£m) |
97 |
68 |
43% |
||
Total profit for the financial period (£m) |
97 |
135 |
-28% |
||
Total basic earnings per share (pence) |
15.1 |
22.9 |
-34% |
1 Underlying business performance is continuing operations before exceptional items
2 Statutory results include exceptional items and, for total profit for the financial period and total basic earnings per share, include discontinued operations
30 July 2008
Enquiries |
|
Rexam PLC |
020 7227 4100 |
Leslie Van de Walle, Chief Executive Officer |
|
David Robbie, Finance Director |
|
Sandra Moura, Head of Investor Relations |
|
Financial Dynamics |
020 7269 7291 |
Richard Mountain |
A copy of this release has been posted on the Rexam website, www.rexam.com. The 2008 Interim Results presentation will be webcast live today at 08:30 UK time and can be viewed on www.rexam.com.
A dial in conference call will be held today at 14:30 UK time. For callers in the US, please dial (480) 629 9031. The conference call can also be listened to live via www.rexam.com. A replay of the conference call and the transcript will be available on the Rexam website within 24 hours.
This press release contains statements which are not based on current or historical fact and which are forward looking in nature. These forward looking statements reflect knowledge and information available at the date of preparation of this press release and the Company undertakes no obligation to update these forward looking statements. Such forward looking statements are subject to known and unknown risks and uncertainties facing the Group including, without limitation, those risks described in this press release, and other unknown future events and circumstances which can cause results and developments to differ materially from those anticipated. Nothing in this press release should be construed as a profit forecast.
BUSINESS REVIEW
During the first six months of 2008 Rexam delivered a robust operational and financial performance despite the headwinds of challenging economic conditions across many of our markets and higher raw material and energy costs.
As a Group, we reported another period of good sales growth which has come through in bottom line growth as we successfully reduced our exposure to the risk of aluminium price rises. We achieved good efficiency savings and are realising the synergies from the recent acquisitions as anticipated. Operating margins improved despite increases in energy and freight costs.
Group sales grew 30% to £2,191m including the benefit of the OI Plastics and Rostar acquisitions. Foreign exchange, primarily the strengthening of the euro against sterling, contributed 5% growth while organic sales growth (including pass through) was 8%.
Underlying operating profit grew 47% to £217m. After taking into account the OI Plastics and Rostar acquisitions, disposals and the £12m benefit from currency translation, organic growth was 8%. Underlying earnings per share increased to 17.0p (2007: 11.7p) mirroring the good start to the year and the contribution from recent acquisitions.
Underlying interest cover improved to 4.0 times (2007: 3.4 times) as a result of relatively higher underlying operating profit.
In June, against the backdrop of a difficult credit environment, we refinanced successfully the £370m Medium Term Note (MTN), which matures next year, and at good interest rates.
In view of the change in principally the euro/sterling exchange rate, capital expenditure in 2008 is now expected to be somewhat higher than previously indicated for the full year, in the region of £360m, remaining above historical levels.
For continuing operations on a statutory basis, which includes the effect of acquisitions, disposed businesses, currency translation and exceptional items, profit before tax was £141m (June 2007: £97m). Total profit for the financial period was £97m (June 2007: £135m, including £67m from discontinued operations) and total basic earnings per share were 15.1p (June 2007: 22.9p, including 11.4p from discontinued operations).
Strategy execution
The execution of our strategy to focus Rexam on higher growth, higher margin segments and emerging markets continued apace. In the growing Russian beverage can market, we increased our presence with the acquisition of Rostar, the Russian beverage can maker, at the start of the year and in May we opened a new aluminium beverage can making plant in Argayash. Both are delivering to plan.
As indicated at the time of the OI Plastics acquisition, we have invested in the new Plastic Packaging businesses and are in the process of installing key infrastructure to allow the development and acceleration of new and existing programmes. In addition, a number of our pharmaceutical packaging plants are being extended to increase capacity for new products due to come into full production in the coming years. These include the plant in Bangalore, India, which is being upgraded to support the growing pharmaceutical market for products such as eye droppers, nasal sprays and child resistant closures. We are also nearing completion of a purpose built plant for Dispensing Systems in France to provide a platform for further expansion in the fast growing lotion pump market.
In the US, we announced in July that we are to reduce our 12oz beverage can making capacity to optimise utilisation of our assets and this is expected to contribute to margin enhancement in the second half and beyond.
With innovation a key element of our strategy, we continue to invest in new product development in both Beverage Cans and Plastic Packaging. Examples include the Fusion™ aluminium bottle, the new short height beverage closure and a new highly adaptable dispensing system solution to satisfy a range of customer needs.
Beverage Cans
6 months to 30.6.08 |
6 months to 30.6.07 |
|
Sales |
£1,538m |
£1,297m |
Underlying operating profit |
£134m |
£105m |
Return on sales |
8.7% |
8.1% |
During the first half of 2008, Beverage Cans overall sales grew 19% on last year benefiting from continued market growth and five months of sales from Rostar, which was acquired in January 2008. Organic sales were up 8% mainly as the market benefited from new capacity coming on stream.
Underlying operating profit grew 28%. Organic underlying operating profit improved 9%, reflecting increased pricing and efficiency savings, as well as the good management of our contracts for cost recovery, all of which enabled us to absorb higher costs.
Last year we largely reduced our exposure to aluminium volatility in Europe as we renegotiated a number of contracts to the pass through model along the lines of our North and South American beverage can businesses. In those contracts without pass through, we hedged the cost of aluminium. These actions not only minimised risk but have given us improved forward visibility.
Beverage Can Europe & Asia
The European beverage can market remained vibrant in the first half across regions and categories. As a whole, the market grew 9% driven by continued strong growth in Russia as well as good growth in Western Europe. Increased beer and carbonated soft drinks consumption were the principal drivers in Eastern Europe as cans took share from other forms of packaging and consumers increased their overall consumption of packaged beverages. In Western Europe growth came from increased at-home consumption particularly in the Nordic countries as well as in the UK, Turkey and Italy.
Against this background, our own beverage can volumes in Europe grew 17% including the additional volumes from Rostar. Excluding Rostar, volume growth was in line with the market at 9%. The new capacity that came on stream in Spain, Egypt and Austria helped us maintain our leadership position and grow in line with the overall market.
Our volumes of standard cans grew 10%, and, after a slow start in the first quarter, volumes of specialty cans were up 7% driven by continued growth of energy drinks and new sizes such as the successful one litre beer can, the switch to slim cans for soft drinks by certain customers as well as a number of new product launches.
Good price increases on our open contracts, along with good cost recovery and contractual cost inflation escalators, helped offset increases in oil related costs such as freight and energy.
The integration of Rostar is progressing according to plan and we are already covering our cost of capital. A new Russian management structure is in place which combines the best talent from Rostar's and our own organisation. With the addition of the recently opened plant in Argayash, we have an excellent platform to capture the continued strong growth in this country.
Beverage Can North America
In North America, the non alcoholic beverage can market was down 3% overall in the first half. Our own volumes of standard cans were flat on the first half last year, a period in which we were affected by a four week strike. Adjusting for the impact of the strike, our volumes would have been broadly in line with the market.
While 12oz cans are a fundamental and important part of our business, we are focused on margin enhancement. In our quest to optimise our asset utilisation we have decided, as part of a wider restructuring programme, to close the Forest Park plant in Georgia, and shut down a 12oz line in Longview, Texas, which together represent some 1.9bn (9%) of our 12oz capacity. These measures will not impair our ability to meet customer requirements as we will continue to supply from other plants. The programme, announced in July, will incur an exceptional restructuring charge in the order of £20m which will principally be taken in the second half of 2008, of which some £5m will be cash costs net of asset disposal proceeds. As a result, we expect to generate approximately £5m in annual cash savings from 2009. We will continue to monitor the situation in the US to ensure optimal utilisation of our facilities.
The market for US specialty cans is down, an indication that certain new can sizes may be sensitive to economic changes. Rexam's 24oz and 24oz CapCan™ products continued to grow and were up 5% and 100% respectively. We have decided to exit the 8oz and a large portion of the 16oz can market as a result of significant margin erosion in these categories. The cost to do this is reflected in the £20m restructuring charge outlined above. We will further increase focus on higher margin products such as the 24oz can, where we are market leader, and the CapCan™ and Sleek™ range of products.
Beverage Can South America
In South America, the market continued to grow well and Rexam's own volumes were up 9%. Volumes of standard cans grew 6%, driven by further strong performances in Argentina and Chile. Specialty can volumes were up 50% as customers continued to favour these alternative sizes as an effective means of differentiation. Specialty cans now account for 10% of our South American volume compared with 7% this time last year.
In the final quarter of last year we successfully increased prices in South America on a number of contracts, the benefits of which, together with mix improvement, led to a profit improvement in this region.
Plastic Packaging
6 months to 30.6.08 |
6 months to 30.6.07 |
|
Sales |
£617m |
£363m |
Underlying operating profit |
£80m |
£41m |
Return on sales |
13.0% |
11.3% |
On a reported basis, Plastic Packaging sales for the period rose from £363m to £617m, chiefly owing to the acquisition of OI Plastics in 2007. Organic sales growth was 6% with pass through accounting for just under 5% and volume improvements and other net price increases contributing the remaining 1%. Underlying operating profit grew to £80m, with organic underlying operating profit up 7% mainly due to supply chain and efficiency savings as well as the net pricing effect. Operating margin improved from 11.3% to 13.0% reflecting good growth in the acquired businesses, and good progress on efficiency savings and acquisition synergies.
Plastic Packaging now accounts for almost 40% of Rexam's underlying operating profit and the benefits of running it as a portfolio of businesses are coming through. Some businesses are doing better than others but, in aggregate, the whole sector is delivering as expected. Resin costs have risen considerably since this time last year, reflecting the higher cost of oil and gas. However, the increased cost of resin is passed through to our customers in around 80% of our contracts, which minimises our exposure. Overall, the business is progressing well in a tough environment.
The integration of the OI Plastics businesses is progressing according to plan. Synergies in the first half totalled £3m and we are on track to meet our target for the full year as well as the £25m annual synergy savings by 2010. Good supply chain savings were generated in the first half which helped mitigate some of the raw material cost increases. As anticipated, the largest savings are being generated on resin and colourants, due to increased leverage with suppliers, as well as cost reductions from plant closures. Other Rexam manufacturing facilities are absorbing the production from these closures thereby improving overall asset utilisation. We anticipate the full year Plastic Packaging restructuring charge to remain in line with that announced earlier this year.
In mid July, a warehouse fire at one of our Shanghai plants resulted in the tragic loss of three firefighters' lives. The fire destroyed the raw material inventory and some semi finished goods and caused the plant to cease production for a number of days.
Closures
Sales in Closures (which comprises Rexam's and OI Plastics' closures businesses) grew 9% with resin pass through and price increases being somewhat offset by a drop in volume owing to our exit from the UK thin wall food business. Operating margin benefited from this mix improvement and efficiency savings, and remains in line with the Plastic Packaging portfolio margin.
In the closures part of the business, sales grew in a declining carbonated soft drinks market. Shortfalls in beverage and food closures were more than offset by increased demand in the juice and healthcare segments.
The High Barrier Food business continued to show good underlying profits growth in the US. Additional capacity is being added in our Union, Missouri, plant to meet growth in demand, while the business development programme in Europe and Asia continues.
Healthcare
Sales in Healthcare (which comprises Rexam's Pharma and the Primary Packaging and Prescription businesses from OI Plastics) increased 7% mainly due to resin pass through but helped by volume growth and price increases. Operating margin improved further due to good pricing and mix benefits, as well as cost management and acquisition synergies, and remains substantially above the average for the portfolio.
Strong sales growth in Pharma was driven by the ramp up of new products and increased demand for pill jars. The Prescription business performed well delivering good sales growth over the equivalent period last year, principally driven by higher selling prices following the annual price increase agreed at the end of 2007 to mitigate expected resin price increases. Sales in Primary Packaging were up due to resin pass through and good pricing, and profit margins have improved.
Personal Care
Sales in Personal Care (comprising Make Up, Dispensing Systems and Home & Personal Care) were up 3% for the period. Margins held up well but are below the average margin of the Plastic Packaging portfolio.
Dispensing Systems experienced good volume growth driven by higher demand for lotion pumps in Europe and strong customer demand in Brazil. Demand for fragrance pumps was lower, primarily in the US, as key customers reduced the number of new fragrance launches, instead focusing resources on improving and refining their existing product lines.
Make Up sales improved on the equivalent period last year as a result of higher volume demand for lipsticks from key customers and some price rises. Growth in Europe was strong but we saw signs of a general consumer slow down in the US market as well as reduced demand from our largest customer in Brazil. Improvements to the Make Up cost base continued during the first six months with further business restructuring in China helping to optimise our operations there.
Sales in Home & Personal Care were softer, stemming from reduced demand from key customers as they adjusted to the economic conditions in the US. In some instances, we saw customers switch to new, cost effective packaging solutions as a way to revitalise their brands.
Financial performance
The financial review of our business is based on what we term the underlying business performance, as shown in the first column in the table below, which excludes exceptional items and discontinued operations. We believe that the underlying figures aid comparison of the Group's financial performance. The basis of preparation of the interim consolidated financial statements is set out in note 1 to the interim consolidated financial statements.
The summary Group consolidated income statements for the six months to 30 June 2008 and six months to
30 June 2007 are set out below.
Underlying business performance1 £m |
Exceptional items £m |
Total £m |
|
6 months to 30.6.08: |
|||
Sales |
2,191 |
- |
2,191 |
Operating profit/(loss) |
217 |
(19) |
198 |
Share of associates profit after tax |
1 |
- |
1 |
Total net finance cost2 |
(60) |
2 |
(58) |
Profit/(loss) before tax |
158 |
(17) |
141 |
Profit/(loss) after tax |
109 |
(12) |
97 |
Total profit for the financial period |
97 |
||
Total basic earnings per share (p) |
15.1 |
||
Underlying earnings per share (p) |
17.0 |
||
Dividend per ordinary share (p)3 |
8.7 |
||
6 months to 30.6.07: |
|||
Sales |
1,688 |
- |
1,688 |
Operating profit/(loss) |
148 |
(2) |
146 |
Share of associates loss after tax |
(1) |
- |
(1) |
Total net finance cost2 |
(49) |
1 |
(48) |
Profit/(loss) before tax |
98 |
(1) |
97 |
Profit/(loss) after tax - continuing operations |
69 |
(1) |
68 |
Profit for financial period - discontinued operations |
67 |
||
Total profit for the financial period |
135 |
||
Total basic earnings per share (p) |
22.9 |
||
Underlying earnings per share (p) |
11.7 |
||
Dividend per ordinary share (p) |
8.3 |
1 |
Underlying business performance is the primary performance measure used by management, who believe that exclusion of exceptional items aids comparison of underlying performance of continuing operations, which exclude the discontinued Glass business. Exceptional items include the gains and losses on disposal of businesses, the restructuring and integration of businesses, major asset impairments and disposals, significant litigation and tax related claims, the amortisation of certain acquired intangible assets, non hedge accounted fair value movements on certain derivatives and significant gains and losses arising on changes to retiree medical and pension liabilities. |
2 |
Comprises interest £54m (2007: £43m) and retirement benefit obligations net finance cost £6m (2007: £6m). |
3 |
Declared on 30 July 2008 and payable on 4 November 2008. This dividend has not been accrued in these interim consolidated financial statements. |
A summary of underlying business performance is set out below.
6 months to 30.6.08 £m |
6 months to 30.6.07 restated £m |
|
Ongoing operations |
2,155 |
1,660 |
Disposals |
36 |
28 |
Sales |
2,191 |
1,688 |
Ongoing operations |
214 |
146 |
Disposals |
3 |
2 |
Underlying operating profit |
217 |
148 |
Share of associates profit/(loss) after tax |
1 |
(1) |
Underlying total net finance cost |
(60) |
(49) |
Underlying profit before tax |
158 |
98 |
Underlying profit after tax |
109 |
69 |
Underlying earnings per share (p) |
17.0 |
11.7 |
The following tables, showing sales and underlying operating profit, compare the ongoing operations on a consistent basis to demonstrate 'like for like' trading performance. This excludes disposals and businesses held for sale (described as "Disposals") and discontinued operations but includes the prior year acquisition of
OI Plastics as if acquired on 1 January 2007 (by adding its pre-acquisition results) and Rostar from the date of its acquisition. The tables also highlight organic change and currency fluctuations arising on translation. Organic change is the year on year change arising on businesses owned since the beginning of 2008.
Analysis of sales movemnet
|
Total £m |
Beverage Cans £m |
Plastic Packaging £m |
Sales reported 6 months to 30.6.07 |
1,688 |
||
Disposals |
(28) |
||
Ongoing operations 6 months to 30.6.07 reported in 2008 (restated) |
1,660 |
1,297 |
363 |
Acquisition 2007 - OI Plastics |
192 |
- |
192 |
Currency fluctuations |
89 |
62 |
27 |
Ongoing operations 6 months to 30.6.07 pro forma basis |
1,941 |
1,359 |
582 |
Acquisition 2008 - Rostar |
65 |
65 |
- |
Organic change in sales |
149 |
114 |
35 |
Ongoing operations reported 6 months to 30.6.08 |
2,155 |
1,538 |
617 |
Disposals |
36 |
||
Sales reported 6 months to 30.6.08 |
2,191 |
Organic sales growth, which excludes the impact of acquisitions, disposals and the effects of currency translation, was £149m, an increase of 8% of which £25m came from pass through of raw material cost increases, principally resin, in the Plastic Packaging operations. Price increases contributed £41m and volume and mix gains added a further £83m in total, primarily from the European and South American Beverage Can operations. Volumes in North America were flat, due to reduced demand for 12oz cans for carbonated soft drinks and some softening in certain specialty can products. The Plastic Packaging improvement was principally through resin pass through and higher volumes across most of its businesses, especially in Healthcare and Closures, which offset some weaknesses in other US markets.
Analysis of underlying operating profit movement
Total £m |
Beverage Cans £m |
Plastic Packaging £m |
|
Underlying operating profit reported 6 months to 30.6.07 |
148 |
||
Disposals |
(2) |
||
Ongoing operations 6 months to 30.6.07 reported in 2008 |
146 |
105 |
41 |
Acquisition 2007 - OI Plastics |
31 |
- |
31 |
Currency fluctuations |
12 |
9 |
3 |
Ongoing operations 6 months to 30.6.07 pro forma basis |
189 |
114 |
75 |
Acquisition 2008 - Rostar |
10 |
10 |
- |
Organic change in operating profit |
15 |
10 |
5 |
Ongoing operations reported 6 months to 30.6.08 |
214 |
134 |
80 |
Disposals |
3 |
||
Underlying operating profit reported 6 months to 30.6.08 |
217 |
Analysis of the organic change in underlying operating profit:
Total £m |
Beverage Cans £m |
Plastic Packaging £m |
|
Price changes |
65 |
33 |
32 |
Cost changes |
(75) |
(43) |
(32) |
Price and cost changes |
(10) |
(10) |
- |
Volume/mix changes |
7 |
12 |
(5) |
Efficiency and other savings |
18 |
8 |
10 |
Organic change in operating profit |
15 |
10 |
5 |
The increase in underlying operating profit, after adjusting for the impact of acquisitions, disposals and currency, was £15m, which reflects volume growth, the recovery of cost increases through pricing, the non recurrence of the strike in the US Beverage Cans business in 2007 and synergy benefits arising on recent acquisitions.
Within the European and South American Beverage Can operations, price increases and pass through arrangements largely covered the effect of rising aluminium prices and other input cost increases. Volume growth in these territories, both in standard and speciality cans was sufficient to offset the softness in the North American operations.
Plastic Packaging reported a 7% improvement in underlying operating profit. Volume growth in most businesses, together with efficiency and synergy savings, were more than sufficient to cover the impact of oil and other cost increases. Changes in resin costs did not affect the profits significantly as around 80% of contracts are now covered by pass through arrangements.
The disposal group in 2008 comprises the Petainer plastic bottle business based in Sweden and the Czech Republic.
Exchange rates
The principal exchange rates used in the preparation of the interim consolidated financial statements are as follows:
6 months to 30.6.08 |
6 months to 30.6.07 |
Year to 31.12.07 |
|
Average: |
|||
Euro |
1.29 |
1.48 |
1.46 |
US dollar |
1.97 |
1.97 |
2.00 |
Closing: |
|||
Euro |
1.26 |
1.49 |
1.37 |
US dollar |
1.98 |
1.99 |
1.99 |
Consolidated income statement
The US dollar and the euro are the principal currencies that impact our results. The movement in exchange rates had the following impact on the translation into sterling for sales and underlying operating profit in the first half of 2008:
Sales £m |
Underlying operating profit £m |
|
Euro |
68 |
10 |
US dollar |
- |
- |
Other currencies |
21 |
2 |
89 |
12 |
In addition to the translation exposure, the Group is also exposed to movements in exchange rates on certain of its transactions. These are principally the US dollar/euro movement and the US dollar/Brazilian real movement on the European and South American Beverage Can operations respectively. These exposures are now largely hedged and therefore did not impact underlying profit in the first half of this year.
Consolidated balance sheet
Most of the Group's net borrowings are denominated in US dollars and euros. Currency movements, mainly related to the euro, had a significant effect increasing net borrowings by £42m and increasing equity by £120m.
Underlying total net finance cost
The underlying total net finance cost comprises:
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
Net interest |
(54) |
(43) |
(95) |
Retirement benefit obligations net finance cost |
(6) |
(6) |
(14) |
Underlying total net finance cost |
(60) |
(49) |
(109) |
The underlying total net finance cost increased by £11m compared with the equivalent period last year, primarily due to the impact of financing acquisitions, which increased average net borrowings, and changes in interest rates. The average market interest rates for US dollar borrowings were down by 234 basis points and for euro borrowings were up by 73 basis points compared with the prior period. However, the overall average interest rate during the period was around 6%, which is similar to the equivalent period last year. This average rate is likely to increase going forward following the US private placement and US public bond issues made in June 2008, which together raised US$775m, to refinance facilities maturing in the medium term.
Based on reported underlying operating profit, interest cover was 4.0 times compared with around 3.4 times for the six months to June 2007. This is consistent with the Group's long term parameter to be above 4 times. Interest cover is based on underlying operating profit divided by underlying net interest excluding charges in respect of retirement benefit obligations.
Tax
The tax charge on profit before exceptional items for the six months to 30 June 2008 was £49m (31%)
(June 2007: £29m (30%)). The rate for the six months to 30 June 2008 is also forecast to be the rate for the year to 31 December 2008. This reflects the mix of territories in which we operate, offset in part by the availability of tax incentives in some jurisdictions.
Tax payments in the first half of the year were £31m compared with £22m for the equivalent period last year, principally reflecting increases in profitability and changes in the timing and amount of instalment payments in Brazil and France.
Exceptional items
The exceptional items arising in the first half of 2008 are as follows:
£m |
|
Amortisation of acquired intangible assets |
(21) |
Integration of OI Plastics |
(2) |
Operating derivative market value changes |
4 |
Exceptional items included in operating profit |
(19) |
Financing derivative market value changes |
2 |
Total exceptional items before tax |
(17) |
Tax on exceptional items |
5 |
Total exceptional items |
(12) |
Intangible assets, such as patents and customer contracts, are recognised on the acquisition of businesses and amortised over their useful life. Separate disclosure of the amortisation of such acquired intangibles allows for a better comparison of organic growth in underlying profit and therefore this cost should be separately disclosed within exceptional items.
The total restructuring and plant closure cost in respect of the integration of OI Plastics was estimated to be £20m; a £6m charge was recognised in 2007 with a further £14m anticipated in 2008, of which £2m has been reflected in the first half of the year.
In July 2008 the Group announced its intention to reduce capacity in its North American Beverage Can business by closing one facility, decommissioning a 12oz line and repositioning its specialty can and other product offering. This business realignment will cost approximately £20m (of which the net cash cost will be £5m), which is expected to be recorded as an exceptional charge in the second half of 2008, and has an estimated cash pay back of under two years.
The fair value of derivatives arising on financing activities directly relates to changes in interest rates and foreign exchange rates. The fair value of the derivatives arising on operating activities relates to changes in foreign exchange rate hedges. The impact of embedded derivatives and derivatives arising on trading items such as commodities and related forward foreign exchange contracts is included within underlying operating profit.
Earnings per share
6 months to 30.6.08 |
6 months to 30.6.07 |
Year to 31.12.07 |
|
Underlying earnings per share (pence) |
17.0 |
11.7 |
28.0 |
Basic earnings per share (pence) |
15.1 |
22.9 |
39.0 |
Average number of shares in issue (millions) |
642 |
588 |
615 |
Period end number of shares in issue (millions) |
643 |
642 |
643 |
Underlying earnings per share improved by 45%, from 11.7p to 17.0p. This is due to organic growth together with the contribution from the OI Plastics and Rostar acquisitions partly offset by the higher average number of shares in issue following the 58 million share placement in June 2007.
Basic earnings per share, which includes exceptional items and discontinued operations, were 15.1p
(June 2007: 22.9p). The reduction reflects the impact of exceptional items in 2008 and the results, including the profit on disposal, of the discontinued Glass operations in 2007.
Retirement benefits
Retirement benefit obligations (net of tax) on the balance sheet at 30 June 2008 were £182m, an increase compared with £128m at 31 December 2007, principally due to the impact of lower equity values in the UK offset by higher discount rates which are used to value the liabilities in the defined benefit pension plans.
Changes to the actuarial value of retirement benefits at the balance sheet date are shown in the consolidated statement of recognised income and expense. These changes increased the retirement benefit obligations by £59m in the six months to 30 June 2008, as detailed below.
£m |
|
Defined benefit pension plans: |
|
Plan assets - lower than expected equity returns |
(158) |
Plan liabilities - higher discount rates |
74 |
Retiree medical liabilities - higher discount rates |
3 |
Actuarial losses before tax |
(81) |
Tax |
22 |
Actuarial losses after tax |
(59) |
The total cash payments in respect of retirement benefits are as follows:
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
Defined benefit pension plans |
20 |
18 |
47 |
Other pension plans |
4 |
4 |
8 |
Retiree medical |
5 |
6 |
11 |
Total cash payments |
29 |
28 |
66 |
It is expected that the total cash payments for the full year will be approximately £70m as a result of higher contributions to the UK plan and further contributions to the US plan.
The analysis of the retirement benefit obligations net finance cost from continuing operations is as follows:
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
Defined benefit pension plans: |
|||
Expected return on plan assets |
67 |
65 |
127 |
Interest on plan liabilities |
(69) |
(66) |
(131) |
(2) |
(1) |
(4) |
|
Retiree medical - interest on liabilities |
(4) |
(5) |
(10) |
Net finance cost |
(6) |
(6) |
(14) |
Cash flow
Free cash flow from continuing operations for the period was an outflow of £127m compared with an outflow of £32m for the six months to June 2007. This largely reflects an increase in working capital and the ongoing investment in capital expenditure to fuel growth in strategic and emerging markets offset by the improvement in underlying operating profit. Now that we have built capacity in our Beverage Cans business, we are able to build higher inventories at the half year ready for the peak summer season. The increase in working capital is attributable to higher inventories and receivables, reflecting both growth in sales in 2008 and the impact of the US strike in 2007, and payables, as suppliers increasingly require shorter payment terms in response to the current credit situation.
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
Continuing operations: |
|||
Underlying operating profit |
217 |
148 |
354 |
Depreciation and amortisation1 |
86 |
65 |
136 |
Retirement benefit obligations |
(17) |
(15) |
(42) |
Change in working capital |
(146) |
(35) |
(11) |
Other movements |
(2) |
2 |
(5) |
Cash flow from operating activities from continuing operations |
138 |
165 |
432 |
Capital expenditure (net) |
(184) |
(117) |
(288) |
Net interest and tax paid |
(81) |
(80) |
(128) |
Free cash flow from continuing operations |
(127) |
(32) |
16 |
Free cash flow from discontinued operations |
- |
6 |
8 |
Free cash flow |
(127) |
(26) |
24 |
Equity dividends |
(75) |
(65) |
(118) |
Business cash flow |
(202) |
(91) |
(94) |
Acquisitions2 |
(134) |
(17) |
(921) |
Disposals3 |
- |
407 |
402 |
Cash flow including borrowings acquired and disposed |
(336) |
299 |
(613) |
Share capital changes |
1 |
281 |
281 |
Exchange differences |
(42) |
2 |
(44) |
Other non cash movements |
7 |
9 |
(14) |
Net borrowings at the beginning of the year |
(1,562) |
(1,172) |
(1,172) |
Net borrowings at the end of the period |
(1,932) |
(581) |
(1,562) |
1 |
Excludes amortisation of certain acquired intangibles amounting to £21m (June 2007: £6m, December 2007: £22m). |
2 |
Includes net borrowings acquired of £12m (June 2007: £nil, December 2007: net cash £1m). |
3 |
Includes net borrowings disposed of £nil (June 2007: £130m, December 2007: £130m). |
Capital expenditure - continuing operations
6 months to 30.6.08 |
6 months to 30.6.07 |
Year to 31.12.07 |
|
Capital expenditure (gross) (£m) |
184 |
117 |
294 |
Depreciation and amortisation (£m) |
86 |
65 |
136 |
Ratio (times) |
2.14 |
1.80 |
2.16 |
Capital expenditure includes computer software that has been capitalised. Amortisation excludes £21m
(June 2007: £7m, December 2007: £22m) amortised on patents, customer contracts and intangibles other than computer software.
Gross capital expenditure by continuing operations in the first six months was £184m, 2.14 times depreciation and amortisation. This level of expenditure reflects a substantial commitment to investments in strategic and growth projects, some £140m in the first half of 2008. The principal projects were in the Beverage Can business and in the European operations in particular; including a third line in the wall-to-wall facility in Austria (for Red Bull), new can plants in Russia and Denmark and additional can lines in Spain and Egypt. The Beverage Cans businesses in North and South America continue to convert lines to produce specialty cans to meet market and regional demand. The Plastic Packaging operation has also continued to invest to support a range of products in the dispensing systems and pharmaceutical markets, with the most significant investment being for a new facility in France to support the fragrance and pump business.
In the second half of 2008, it is anticipated that the level of capital expenditure will be at a similar level to that experienced in the first six months.
Acquisitions
Expenditure on acquisitions, including net borrowings assumed, in the first six months totalled £134m as set out below.
£m |
|
Beverage Cans - Rostar |
140 |
Net receipt in respect of prior year and other acquisitions |
(6) |
134 |
Rostar, the Russian beverage can maker, was acquired for £140m in January 2008, following the receipt of regulatory approval. This acquisition is consistent with our strategy to expand in emerging markets. The net receipt includes an asset adjustment in respect of the OI Plastics acquisition which generated an £8m repayment to Rexam.
Balance sheet and borrowings
As at 30.6.08 £m |
As at 30.6.07 £m |
As at 31.12.07 restated £m |
|
Goodwill and other intangible assets |
2,330 |
1,437 |
2,216 |
Property, plant and equipment |
1,508 |
1,015 |
1,310 |
Retirement benefits net of tax |
(182) |
(184) |
(128) |
Other net assets |
177 |
38 |
(3) |
3,833 |
2,306 |
3,395 |
|
Equity, including minority interests |
1,901 |
1,725 |
1,833 |
Net borrowings1 |
1,932 |
581 |
1,562 |
3,833 |
2,306 |
3,395 |
|
Return on invested capital (%)2 |
11.6 |
11.1 |
11.9 |
Interest cover (times)3 |
4.0 |
3.4 |
3.7 |
Gearing (%)4 |
102 |
34 |
85 |
1 |
Net borrowings comprise borrowings, cash and cash equivalents and certain derivative financial instruments. |
2 |
Based on underlying operating profit plus share of associates profit after tax divided by the average of opening and closing balances of each of net borrowings and total equity after adding back retirement benefit obligations (net of deferred tax). Underlying operating profit and share of associates profit/(loss) after tax are annualised by doubling the results for the six month periods. For 2007, the opening assets and liabilities attributable to the Glass sector have been excluded. |
3 |
Based on underlying operating profit divided by underlying net interest expense. |
4 |
Based on net borrowings divided by equity including minority interests. |
The level of net borrowings at 30 June 2008 reflects the increase in working capital and continuing investment in capital projects and acquisitions to support our growth strategy as discussed above.
Net borrowings include interest accruals and certain financial derivatives as set out below.
As at 30.6.08 £m |
As at 30.6.07 £m |
As at 31.12.07 £m |
|
Net borrowings excluding derivative financial instruments |
2,095 |
661 |
1,730 |
Derivative financial instruments |
(163) |
(80) |
(168) |
Net borrowings |
1,932 |
581 |
1,562 |
Derivative financial instruments comprise instruments relating to net borrowings (cross currency and interest rate swaps) and those related to other business transactions (forward commodity and forward foreign exchange contracts and embedded derivatives). Total derivative financial instruments are set out below.
As at 30.6.08 £m |
As at 30.6.07 £m |
As at 31.12.07 £m |
|
Cross currency swaps |
174 |
84 |
166 |
Interest rate swaps |
(11) |
(4) |
2 |
Derivative financial instruments included in net borrowings |
163 |
80 |
168 |
Other derivative financial instruments |
11 |
21 |
(12) |
Total derivative financial instruments |
174 |
101 |
156 |
The increase, since December 2007, in the value of cross currency swaps is mainly attributable to the strengthening of the euro and the reduction in the value of interest rate swaps is mainly due to higher interest rates. The increase in value of other derivatives was due mainly to the rise in aluminium prices during the first half of 2008 and also the strengthening of the euro.
Risks
Seasonality
Sales of beverage cans and certain types of plastic packaging, such as beverage closures, exhibit a degree of seasonality in demand, with sales volumes in North America and Europe typically being greater in the second and third quarters of the year and volumes in South America typically being greater in the third and particularly the fourth quarters of the year.
Financial risk management
Rexam's financial risk management is based upon sound economic objectives and good corporate practice.
Derivative and other financial instruments are used to manage trading exposures, liabilities and assets under parameters laid down by the Board, which are monitored by its Finance Committee. The Group's major hedging activities are to mitigate the following risks:
(i) |
Commodity price and currency transaction risks for aluminium purchases made by its European beverage can operation and for resin purchases made by its Plastic Packaging businesses; |
(ii) |
Fair value and cash flow interest rate risks associated with the Group's borrowing facilities; and |
(iii) |
Currency translation risks of net assets in overseas subsidiaries. |
The Group has not used derivative financial instruments for purposes other than for hedging its exposures.
To avoid income statement volatility, and where such benefits outweigh the costs of compliance, the Group has designated many of its economic hedges as hedging instruments under IAS39. However, for certain effective economic hedging relationships such hedge accounting treatment is not permitted under IFRS. Where hedge accounting is not achieved, fair value movements on derivatives are recorded in the consolidated income statement which could give rise to earnings volatility.
It is the Group's policy to maintain a range of maturity dates for its borrowings, and to refinance them at the appropriate time so as to reduce refinancing risk. The issue of longer term borrowings, through the MTN programme, through a subordinated bond or through other debt markets, is a key element of the Group's debt and financial risk management process. Fixed rate MTNs, in sterling and euros, were issued in 2002 and, simultaneous to issue, were swapped into floating rate euros and US dollars. A €700m MTN, to mature in March 2013, was issued in March 2006. A €750m subordinated bond issued in June 2007 was swapped into US dollars, at floating rates, to enable it to partly fund the acquisition of OI Plastics. Although the subordinated bond matures in 2067, Rexam has the option to redeem after 10 years or on any interest payment date thereafter. In June 2008, the Group issued a US$550m US public bond and made a US$225m US private placement, both at fixed interest rates and maturing in 2013. Proceeds from these issues have been used initially to pay down drawings under the revolving credit facility but will ultimately refinance the £370m MTN which matures in early 2009.
The principal risks identified above will continue to affect the Group in the second half of the year, although some of the uncertainties surrounding them have been addressed through the hedging policies described above and through contractual arrangements with customers and suppliers. The principal risks, which are described in more detail in the Annual Report 2007 on pages 27 to 30 and in Note 24 to the financial statements therein, have not changed materially in the period.
Changes to the Board
Peter Ellwood joined the Board as a non executive director and Chairman Designate on 1 February 2008. He became Chairman of the Board at the Annual General Meeting on 1 May 2008 when Rolf Börjesson, the previous Chairman, retired. Until recently Peter, who is 65, was Chairman of ICI plc and prior to that Group Chief Executive of Lloyds TSB Group PLC. He has extensive experience in strategic business issues. His leadership and banking experience, along with his energy and determination, complement our Board skills.
Dividends
The Board has approved an interim dividend of 8.7p per ordinary share, an increase of 5% on last year. The dividend will be paid on 4 November 2008 to holders of ordinary shares registered on 10 October 2008.
Summary and outlook
We produced a strong operational performance in the first half of the year, delivering financial results ahead of our expectations owing to good pricing, good cost recovery and further efficiency savings including synergies. Overall we saw continued robust growth in Beverage Cans and expect further margin improvement. The enlarged Plastic Packaging business continues to make good progress. Recognising the uncertainty of the economic climate and the increasing input cost pressure, we anticipate that trading in the second half will be in line with our original expectations, giving us a strong overall performance for the year.
30 July 2008
CONSOLIDATED INCOME STATEMENT
Notes |
Unaudited 6 months to 30.6.08 £m |
Unaudited 6 months to 30.6.07 £m |
Audited year to 31.12.07 £m |
||
Continuing operations |
|||||
Sales |
2 |
2,191 |
1,688 |
3,611 |
|
Operating expenses |
(1,993) |
(1,542) |
(3,240) |
||
Underlying operating profit |
2 |
217 |
148 |
354 |
|
Amortisation of acquired intangible assets |
3 |
(21) |
(6) |
(22) |
|
Retirement benefit obligations exceptional items |
3 |
- |
4 |
61 |
|
Other exceptional items |
3 |
2 |
- |
(22) |
|
Operating profit |
2 |
198 |
146 |
371 |
|
Share of post tax profits/(losses) of associates and joint ventures |
1 |
(1) |
- |
||
Retirement benefit obligations net finance cost |
4 |
(6) |
(6) |
(14) |
|
Underlying interest expense |
(59) |
(48) |
(109) |
||
Exceptional interest expense |
3 |
2 |
1 |
(2) |
|
Interest expense |
(57) |
(47) |
(111) |
||
Interest income |
5 |
5 |
14 |
||
Underlying profit before tax |
158 |
98 |
245 |
||
Amortisation of acquired intangible assets |
(21) |
(6) |
(22) |
||
Retirement benefit obligations exceptional items |
- |
4 |
61 |
||
All other exceptional items |
4 |
1 |
(24) |
||
Profit before tax |
141 |
97 |
260 |
||
Tax on underlying profit |
(49) |
(29) |
(73) |
||
Tax on exceptional items |
3 |
5 |
- |
(13) |
|
Tax |
5 |
(44) |
(29) |
(86) |
|
Profit for the financial period from continuing operations |
97 |
68 |
174 |
||
Discontinued operations |
|||||
Profit for the financial period from discontinued operations |
- |
67 |
66 |
||
Total profit for the financial period |
97 |
135 |
240 |
||
Basic earnings per share (pence) |
|||||
Continuing operations |
15.1 |
11.5 |
28.3 |
||
Discontinued operations |
- |
11.4 |
10.7 |
||
Total |
6 |
15.1 |
22.9 |
39.0 |
|
Diluted earnings per share (pence) |
|||||
Continuing operations |
15.1 |
11.5 |
28.3 |
||
Discontinued operations |
- |
11.4 |
10.7 |
||
Total |
6 |
15.1 |
22.9 |
39.0 |
An interim dividend for 2008 of 8.7p per ordinary share has been declared and is payable on 4 November 2008. For further details of equity dividends declared and paid see note 7.
CONSOLIDATED BALANCE SHEET
Notes |
Unaudited as at 30.6.08 £m |
Unaudited as at 30.6.07 £m |
Audited as at 31.12.07 restated £m |
||
Assets |
|||||
Non current assets |
|||||
Goodwill |
8 |
1,775 |
1,319 |
1,692 |
|
Other intangible assets |
9 |
555 |
118 |
524 |
|
Property, plant and equipment |
10 |
1,508 |
1,015 |
1,310 |
|
Investments in associates and joint ventures |
55 |
42 |
55 |
||
Pension asset |
4 |
5 |
74 |
68 |
|
Deferred tax assets |
145 |
181 |
142 |
||
Trade and other receivables |
58 |
43 |
57 |
||
Available for sale financial assets |
19 |
21 |
21 |
||
Derivative financial instruments |
11 |
166 |
98 |
173 |
|
4,286 |
2,911 |
4,042 |
|||
Current assets |
|||||
Inventories |
519 |
301 |
391 |
||
Trade and other receivables |
687 |
510 |
563 |
||
Available for sale financial assets |
2 |
1 |
1 |
||
Derivative financial instruments |
11 |
60 |
35 |
20 |
|
Cash and cash equivalents |
11 |
149 |
879 |
113 |
|
Assets classified as held for sale |
36 |
25 |
30 |
||
1,453 |
1,751 |
1,118 |
|||
Total assets |
5,739 |
4,662 |
5,160 |
||
Liabilities |
|||||
Current liabilities |
|||||
Borrowings |
11 |
(495) |
(191) |
(164) |
|
Derivative financial instruments |
11 |
(26) |
(17) |
(32) |
|
Current tax |
(6) |
(10) |
(13) |
||
Trade and other payables |
(908) |
(687) |
(850) |
||
Provisions |
(9) |
(11) |
(13) |
||
Liabilities classified as held for sale |
(14) |
(12) |
(12) |
||
(1,458) |
(928) |
(1,084) |
|||
Non current liabilities |
|||||
Borrowings |
11 |
(1,749) |
(1,349) |
(1,679) |
|
Derivative financial instruments |
11 |
(26) |
(15) |
(5) |
|
Retirement benefit obligations |
4 |
(258) |
(340) |
(249) |
|
Deferred tax liabilities |
(179) |
(173) |
(162) |
||
Non current tax |
(93) |
(80) |
(84) |
||
Other payables |
(28) |
(25) |
(26) |
||
Provisions |
(47) |
(27) |
(38) |
||
(2,380) |
(2,009) |
(2,243) |
|||
Total liabilities |
(3,838) |
(2,937) |
(3,327) |
||
Net assets |
1,901 |
1,725 |
1,833 |
||
Equity |
|||||
Ordinary share capital |
413 |
413 |
413 |
||
Share premium account |
1,005 |
1,002 |
1,004 |
||
Capital redemption reserve |
351 |
351 |
351 |
||
Retained earnings |
25 |
(1) |
60 |
||
Fair value and other reserves |
105 |
(42) |
3 |
||
Shareholders' equity |
1,899 |
1,723 |
1,831 |
||
Minority interests |
2 |
2 |
2 |
||
Total equity |
12 |
1,901 |
1,725 |
1,833 |
Approved by the Board on 30 July 2008
Leslie Van de Walle, Chief Executive Officer
David Robbie, Finance Director CONSOLIDATED CASH FLOW STATEMENT
Notes |
Unaudited 6 months to 30.6.08 £m |
Unaudited 6 months to 30.6.07 £m |
Audited year to 31.12.07 £m |
||
Cash flows from operating activities |
|||||
Cash generated from operations |
13 |
138 |
189 |
458 |
|
Interest paid |
(55) |
(62) |
(99) |
||
Tax paid |
(31) |
(22) |
(42) |
||
Net cash flows from operating activities |
52 |
105 |
317 |
||
Cash flows from investing activities |
|||||
Capital expenditure |
(184) |
(134) |
(311) |
||
Proceeds from sale of property, plant and equipment |
- |
- |
6 |
||
Acquisition of subsidiaries net of cash and cash equivalents acquired |
14 |
(110) |
(6) |
(906) |
|
Proceeds from sale of subsidiaries net of cash and cash equivalents disposed |
- |
265 |
260 |
||
Acquisition of joint venture |
(2) |
(11) |
(14) |
||
Interest received |
5 |
3 |
12 |
||
Net cash flows from investing activities |
(291) |
117 |
(953) |
||
Cash flows from financing activities |
|||||
Proceeds from borrowings |
338 |
291 |
503 |
||
Proceeds from issue of share capital |
1 |
281 |
283 |
||
Purchase of Rexam PLC shares by Employee Share Trust |
- |
- |
(2) |
||
Dividends paid to equity shareholders |
(75) |
(65) |
(118) |
||
Net cash flows from financing activities |
264 |
507 |
666 |
||
Net increase in cash and cash equivalents |
11 |
25 |
729 |
30 |
|
Cash and cash equivalents at the beginning of the period |
36 |
14 |
14 |
||
Exchange differences |
3 |
2 |
(7) |
||
Transfer to assets and liabilities classified as held for sale |
- |
(3) |
(1) |
||
Net increase in cash and cash equivalents |
25 |
729 |
30 |
||
Cash and cash equivalents at the end of the period |
64 |
742 |
36 |
||
Cash and cash equivalents comprise: |
|||||
Cash at bank and in hand |
113 |
184 |
73 |
||
Short term bank deposits |
36 |
695 |
40 |
||
Bank overdrafts |
(85) |
(137) |
(77) |
||
64 |
742 |
36 |
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
Unaudited 6 months to 30.6.08 £m |
Unaudited 6 months to 30.6.07 £m |
Audited year to 31.12.07 £m |
|
Exchange differences |
120 |
(13) |
86 |
Actuarial (losses)/gains on retirement benefit obligations |
(81) |
203 |
217 |
Tax on actuarial (losses)/gains on retirement benefit obligations |
22 |
(60) |
(65) |
Net investment hedges |
(31) |
- |
(31) |
Net investment hedges transferred to the income statement |
- |
- |
(3) |
Cash flow hedges recognised |
(12) |
4 |
(34) |
Tax on cash flow hedges |
(5) |
3 |
13 |
Cash flow hedges transferred to inventory |
30 |
(14) |
(8) |
Cash flow hedges transferred to the income statement |
- |
2 |
- |
Fair value losses on available for sale financial assets |
- |
(1) |
- |
Net profit recognised directly in equity |
43 |
124 |
175 |
Profit for the financial period |
97 |
135 |
240 |
Total recognised income and expense for the period |
140 |
259 |
415 |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1 Basis of preparation
The interim report for the six months to 30 June 2008 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS34 'Interim Financial Reporting' as adopted by the European Union. The report should be read in conjunction with the annual financial statements for the year to 31 December 2007 which have been prepared in accordance with IFRS as adopted by the European Union. The interim report has been reviewed by PricewaterhouseCoopers LLP, not audited.
In preparing the interim report, restatements have been made to the consolidated balance sheet as at
31 December 2007 to reflect the final fair value adjustments applied to the 2007 acquisition of OI Plastics. In addition, the segment analysis for the six months to 30 June 2007 has been restated for the disposal of a Dutch Plastic Packaging business which has moved from 'Plastic Packaging' to 'Disposals and businesses for sale'.
The accounting policies adopted in this report are consistent with those of the annual financial statements for the year to 31 December 2007, as described in those annual financial statements.
The following new accounting standards and amendments to existing standards are effective for annual periods beginning on or after 1 January 2009 and have not been early adopted by the Group:
(i) |
IFRS8 'Operating Segments' |
(ii) |
IAS23 (Revised) 'Borrowing Costs' |
(iii) |
IFRS3 (Revised) 'Business Combinations' |
The financial information presented does not constitute statutory accounts as defined by section 240 of the Companies Act 1985. The Group's statutory accounts for the year to 31 December 2007 have been filed with the Registrar of Companies. The auditors, PricewaterhouseCoopers LLP, reported on those accounts and their report was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985.
Rexam presents underlying operating profit, profit before tax and earnings per share information as it believes these measures provide a helpful indication of its performance and underlying trends. The term underlying refers to the relevant measure being reported excluding exceptional items. These measures are used by Rexam for internal performance analysis and as a basis for incentive compensation arrangements for employees. The terms underlying and exceptional items are not defined terms under IFRS and may therefore not be comparable with similarly titled measures reported by other companies. They are not intended to be a substitute for, or superior to, GAAP measurements of profit.
2 Segment analysis
(i) 6 months to 30.6.08
Sales £m |
Underlying operating profit £m |
Underlying return on sales % |
Operating profit £m |
|
Continuing operations |
||||
Beverage Cans |
1,538 |
134 |
8.7 |
133 |
Plastic Packaging |
617 |
80 |
13.0 |
62 |
Disposals and businesses for sale |
36 |
3 |
8.3 |
3 |
2,191 |
217 |
9.9 |
198 |
|
Share of post tax profits of associates and joint ventures |
1 |
|||
Retirement benefit obligations net finance cost |
(6) |
|||
Net interest expense |
(52) |
|||
Profit before tax |
141 |
|||
Tax |
(44) |
|||
Total profit for the financial period |
97 |
Underlying operating profit comprises operating profit before exceptional items. Underlying return on sales comprises underlying operating profit divided by sales.
(ii) 6 months to 30.6.07 - restated
Sales £m |
Underlying operating profit £m |
Underlying return on sales % |
Operating profit £m |
|
Continuing operations |
||||
Beverage Cans |
1,297 |
105 |
8.1 |
108 |
Plastic Packaging |
363 |
41 |
11.3 |
36 |
Disposals and businesses for sale |
28 |
2 |
7.1 |
2 |
1,688 |
148 |
8.8 |
146 |
|
Share of post tax losses of associates and joint ventures |
(1) |
|||
Retirement benefit obligations net finance cost |
(6) |
|||
Net interest expense |
(42) |
|||
Profit before tax |
97 |
|||
Tax |
(29) |
|||
Profit for the financial period |
68 |
|||
Discontinued operations |
||||
Profit for the financial period |
67 |
|||
Total profit for the financial period |
135 |
(iii) Year to 31.12.07
Sales £m |
Underlying operating profit £m |
Underlying return on sales % |
Operating profit £m |
|
Continuing operations |
||||
Beverage Cans |
2,686 |
244 |
9.1 |
285 |
Plastic Packaging |
880 |
105 |
11.9 |
80 |
Disposals and businesses for sale |
45 |
5 |
11.1 |
6 |
3,611 |
354 |
9.8 |
371 |
|
Retirement benefit obligations net finance cost |
(14) |
|||
Net interest expense |
(97) |
|||
Profit before tax |
260 |
|||
Tax |
(86) |
|||
Profit for the financial year |
174 |
|||
Discontinued operations |
||||
Profit for the financial year |
66 |
|||
Total profit for the financial year |
240 |
3 Exceptional items - continuing operations
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
Amortisation of acquired intangible assets |
(21) |
(6) |
(22) |
Retirement benefit obligations |
- |
4 |
61 |
Other exceptional items: |
|||
Integration of OI Plastics |
(2) |
- |
(6) |
Operating derivative market value changes |
4 |
- |
- |
Legacy and other tax based exposures |
- |
- |
(17) |
Disposal of subsidiaries |
- |
- |
1 |
Exceptional items included in operating profit |
(19) |
(2) |
17 |
Financing derivative market value changes |
2 |
1 |
(2) |
Exceptional items included in profit before tax |
(17) |
(1) |
15 |
Tax on exceptional items |
5 |
- |
(13) |
Total exceptional items |
(12) |
(1) |
2 |
Acquired intangible assets, such as customer relationships, technology and patents are required to be recognised on the acquisition of businesses and amortised over their useful lives. The directors consider that separate disclosure within exceptional items of the amortisation of acquired intangibles aids comparison of organic growth in underlying profit.
As a consequence of the settlement of the strike in the US Beverage Cans business, retiree medical liabilities in the six months to 30 June 2007 were reduced by £4m. During the second half of 2007, court approval was obtained for mediated settlements of a class action litigation involving retiree medical coverage for retirees who were formerly unionised employees. This change in retiree medical benefits, together with the reduction consequent to settlement of the strike, resulted in an exceptional gain for the year to 31 December 2007 of £61m. During the second half of 2007 a provision of £17m was made with respect to certain indirect tax exposures in Brazil. Gains on the disposal of subsidiaries, not classified as discontinued operations in the second half of 2007, amounted to £1m.
The fair value of derivatives relate to changes in interest rates and foreign exchange rates (market value changes). The fair value will change as the transactions to which they relate mature, as new derivatives are transacted and due to the passage of time.
4 Retirement benefit obligations
Defined benefit pensions £m |
Other pensions £m |
Total pensions £m |
Retiree medical £m |
Gross retirement benefit obligations £m |
Deferred tax £m |
Net retirement benefit obligations £m |
|
At 1 January 2008 |
(63) |
(17) |
(80) |
(98) |
(178) |
50 |
(128) |
Exchange differences |
(3) |
(1) |
(4) |
- |
(4) |
- |
(4) |
Current service cost |
(8) |
(3) |
(11) |
(1) |
(12) |
2 |
(10) |
Net finance cost |
(2) |
- |
(2) |
(4) |
(6) |
2 |
(4) |
Actuarial changes |
(83) |
(1) |
(84) |
3 |
(81) |
22 |
(59) |
Cash contributions and benefits paid |
20 |
4 |
24 |
5 |
29 |
(7) |
22 |
Transfers |
1 |
- |
1 |
- |
1 |
- |
1 |
At 30 June 2008 |
(138) |
(18) |
(156) |
(95) |
(251) |
69 |
(182) |
Net retirement benefit obligations as at 30 June 2008 are included in the consolidated balance sheet as a pension asset of £5m, retirement benefit obligations of £258m, other receivables of £2m, deferred tax assets of £70m and deferred tax liabilities of £1m.
The principal assumptions as at 30 June 2008 compared with those as at 31 December 2007 are set out below.
UK 30.6.08 % |
USA 30.6.08 % |
Other 30.6.08 % |
UK 31.12.07 % |
USA 31.12.07 % |
Other 31.12.07 % |
|
Future salary increases |
5.30 |
4.00 |
3.06 |
4.80 |
4.00 |
3.05 |
Future pension increases |
3.80 |
- |
2.15 |
3.30 |
- |
2.00 |
Discount rate |
6.10 |
6.25 |
5.27 |
5.60 |
6.00 |
5.08 |
Inflation rate |
3.80 |
2.50 |
2.15 |
3.30 |
2.50 |
2.00 |
Expected return on plan assets (net of administration expenses): |
||||||
Equities |
7.87 |
7.34 |
7.15 |
7.87 |
7.34 |
7.15 |
Bonds |
4.62 |
4.70 |
3.65 |
4.62 |
4.70 |
3.65 |
Cash |
5.37 |
3.16 |
3.35 |
5.37 |
3.16 |
3.35 |
Annual increase in healthcare costs |
9 to 5 |
9 to 5 |
The mortality assumptions used in valuing the liabilities of the UK pension plan are based on the standard tables PA92 as published by the Institute and Faculty of Actuaries. These tables are adjusted to reflect the circumstances of the plan membership. The life expectancy assumed for male pensioners aged 65 is 19.6 years and for female pensioners aged 65 is 22.4 years. The mortality assumptions used in valuing the liabilities of the US pension plans are based on the RP2000 combined active and retiree mortality table projected to 2008 weighted 70% blue collar and 30% white collar. The life expectancy assumed for male pensioners aged 65 is 17.8 years and for female pensioners aged 65 is 20.2 years.
5 Tax
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
Continuing operations |
|||
UK |
(6) |
(6) |
- |
Overseas |
(38) |
(23) |
(86) |
(44) |
(29) |
(86) |
|
Discontinued operations |
|||
UK |
- |
(3) |
- |
Overseas |
- |
(12) |
(18) |
|
- |
(15) |
(18) |
The tax rate on underlying profit for the six months to 30 June 2008 is 31% (six months to 30 June 2007: 30%; year to 31 December 2007: 30%). Tax on exceptional items is based on the expected tax impact of each item.
6 Earnings per share
(i) Basic and diluted earnings per share
6 months to 30.6.08 Pence |
6 months to 30.6.07 Pence |
Year to 31.12.07 Pence |
|
Basic: |
|||
Continuing operations |
15.1 |
11.5 |
28.3 |
Discontinued operations |
- |
11.4 |
10.7 |
Total |
15.1 |
22.9 |
39.0 |
Diluted: |
|||
Continuing operations |
15.1 |
11.5 |
28.3 |
Discontinued operations |
- |
11.4 |
10.7 |
Total |
15.1 |
22.9 |
39.0 |
£m |
£m |
£m |
|
Profit for the financial period from continuing operations |
97 |
68 |
174 |
Profit for the financial period from discontinued operations |
- |
67 |
66 |
Total profit for the financial period |
97 |
135 |
240 |
Millions |
Millions |
Millions |
|
Weighted average number of shares in issue |
642.2 |
588.4 |
615.3 |
Dilution on conversion on outstanding share options |
0.3 |
0.8 |
0.5 |
Weighted average number of shares in issue on a diluted basis |
642.5 |
589.2 |
615.8 |
(ii) Underlying earnings per share
6 months to 30.6.08 Pence |
6 months to 30.6.07 Pence |
Year to 31.12.07 Pence |
|
Underlying earnings per share |
17.0 |
11.7 |
28.0 |
£m |
£m |
£m |
|
Underlying profit before tax |
158 |
98 |
245 |
Tax on underlying profit |
(49) |
(29) |
(73) |
Underlying profit for the financial period |
109 |
69 |
172 |
Underlying earnings per share is based on underlying profit for the financial period divided by the weighted average number of shares in issue. Underlying profit for the financial period is continuing operations before exceptional items.
7 Dividends
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
Final dividend for 2007 of 11.7p paid on 3 June 2008 |
75 |
- |
- |
Interim dividend for 2007 of 8.3p paid on 6 November 2007 |
- |
- |
53 |
Final dividend for 2006 of 11.1p paid on 6 June 2007 |
- |
65 |
65 |
75 |
65 |
118 |
An interim dividend per ordinary share of 8.7p has been declared for 2008 and is payable on 4 November 2008. This dividend has not been accrued in these interim consolidated financial statements.
8 Goodwill
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 restated £m |
|
At the beginning of the period |
1,692 |
1,399 |
1,399 |
Exchange differences |
55 |
(9) |
43 |
Acquisition of subsidiaries |
28 |
- |
321 |
Disposal of subsidiaries |
- |
(71) |
(71) |
At the end of the period |
1,775 |
1,319 |
1,692 |
The goodwill of £28m in respect of acquisition of subsidiaries comprises £36m for Rostar less an £8m adjustment to cash consideration for OI Plastics. See note 14 for details.
9 Other intangible assets
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
At the beginning of the period |
524 |
133 |
133 |
Exchange differences |
8 |
(2) |
12 |
Acquisition of subsidiaries (note 14) |
39 |
- |
408 |
Additions |
9 |
4 |
9 |
Amortisation for the period |
(27) |
(11) |
(32) |
Other movements |
2 |
(6) |
(6) |
At the end of the period |
555 |
118 |
524 |
10 Property, plant and equipment
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 restated £m |
|
At the beginning of the period |
1,310 |
1,190 |
1,190 |
Exchange differences |
59 |
(6) |
42 |
Acquisition of subsidiaries (note 14) |
56 |
- |
141 |
Additions |
168 |
134 |
316 |
Disposal of subsidiaries |
- |
(235) |
(236) |
Disposals |
(2) |
(1) |
(9) |
Depreciation for the period |
(80) |
(67) |
(134) |
Other movements |
(3) |
- |
- |
At the end of the period |
1,508 |
1,015 |
1,310 |
Commitments placed for future capital expenditure on property, plant and equipment not provided at
30 June 2008 are £95m (at 30 June 2007: £50m; at 31 December 2007: £88m).
11 Net borrowings
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
At the beginning of the period |
(1,562) |
(1,172) |
(1,172) |
Exchange differences |
(42) |
2 |
(44) |
Acquisition of subsidiaries (note 14) |
(22) |
- |
(1) |
Disposal of subsidiaries |
- |
142 |
142 |
Increase in cash and cash equivalents |
25 |
729 |
30 |
Proceeds from borrowings |
(338) |
(291) |
(503) |
Fair value and other changes |
7 |
9 |
(14) |
At the end of the period |
(1,932) |
(581) |
(1,562) |
As at 30.6.08 £m |
As at 30.6.07 £m |
As at 31.12.07 £m |
|
Cash and cash equivalents |
149 |
879 |
113 |
Bank overdrafts |
(85) |
(137) |
(77) |
Bank loans |
(265) |
(51) |
(282) |
US public bond |
(277) |
- |
- |
US private placement |
(114) |
- |
- |
Subordinated bond |
(582) |
(496) |
(564) |
Medium term notes |
(916) |
(839) |
(907) |
Finance leases |
(5) |
(17) |
(13) |
Financing derivatives |
163 |
80 |
168 |
Net borrowings |
(1,932) |
(581) |
(1,562) |
Total derivative financial instruments (net) |
174 |
101 |
156 |
Operating derivatives not included in net borrowings |
(11) |
(21) |
12 |
Financing derivatives |
163 |
80 |
168 |
Cash and cash equivalents |
149 |
879 |
113 |
Borrowings included in current liabilities |
(495) |
(191) |
(164) |
Borrowings included in non current liabilities |
(1,749) |
(1,349) |
(1,679) |
Net borrowings |
(1,932) |
(581) |
(1,562) |
Derivative financial instruments comprise operating derivatives relating to business transactions (forward aluminium commodity contracts, forward foreign exchange contracts and embedded derivatives) and financing derivatives relating to underlying items of a financial nature (interest rate swaps and cross currency swaps).
In the six months to 30 June 2008, the Group issued a US$550m US public bond and made a US$225m US private placement, both at fixed interest rates and maturing in 2013. Proceeds from these have been used initially to pay down drawings under the revolving credit facility but will ultimately refinance £370m of medium term notes which mature in March 2009.
12 Equity
Attributable to equity shareholders of Rexam PLC |
|||||||
Ordinary share capital £m |
Share premium account £m |
Capital redemption reserve £m |
Retained earnings £m |
Fair value and other reserves £m |
Minority interests £m |
Total equity £m |
|
At 1 January 2008 |
413 |
1,004 |
351 |
60 |
3 |
2 |
1,833 |
Total recognised profit for the period |
- |
- |
- |
38 |
102 |
- |
140 |
Share option schemes value of services provided |
- |
- |
- |
2 |
- |
- |
2 |
Share option schemes proceeds from shares issued |
- |
1 |
- |
- |
- |
- |
1 |
Dividend paid |
- |
- |
- |
(75) |
- |
- |
(75) |
At 30 June 2008 |
413 |
1,005 |
351 |
25 |
105 |
2 |
1,901 |
At 1 January 2007 |
375 |
759 |
351 |
(216) |
(22) |
2 |
1,249 |
Total recognised profit/(loss) for the period |
- |
- |
- |
278 |
(19) |
- |
259 |
Placing of Rexam PLC shares |
38 |
242 |
- |
- |
- |
- |
280 |
Share option schemes value of services provided |
- |
- |
- |
2 |
- |
- |
2 |
Share option schemes proceeds from shares issued |
- |
1 |
- |
- |
- |
- |
1 |
Transfer on disposal of subsidiaries |
- |
- |
- |
- |
(1) |
- |
(1) |
Dividend paid |
- |
- |
- |
(65) |
- |
- |
(65) |
At 30 June 2007 |
413 |
1,002 |
351 |
(1) |
(42) |
2 |
1,725 |
At 1 January 2007 |
375 |
759 |
351 |
(216) |
(22) |
2 |
1,249 |
Total recognised profit for the year |
- |
- |
- |
392 |
23 |
- |
415 |
Placing of Rexam PLC shares |
38 |
242 |
- |
- |
- |
- |
280 |
Share option schemes value of services provided |
- |
- |
- |
4 |
- |
- |
4 |
Share option schemes proceeds from shares issued |
- |
3 |
- |
- |
- |
- |
3 |
Purchase of Rexam PLC shares by Employee Share Trust |
- |
- |
- |
(2) |
- |
- |
(2) |
Transfer on disposal of subsidiaries |
- |
- |
- |
- |
2 |
- |
2 |
Dividends paid |
- |
- |
- |
(118) |
- |
- |
(118) |
At 31 December 2007 |
413 |
1,004 |
351 |
60 |
3 |
2 |
1,833 |
13 Reconciliation of profit before tax to cash generated from operations
6 months to 30.6.08 £m |
6 months to 30.6.07 £m |
Year to 31.12.07 £m |
|
Continuing operations |
|||
Profit before tax |
141 |
97 |
260 |
Adjustments for: |
|||
Net interest expense |
52 |
42 |
97 |
Depreciation of property, plant and equipment |
80 |
60 |
126 |
Amortisation of intangible assets |
27 |
11 |
32 |
Movement in working capital |
(146) |
(35) |
(11) |
Movement in retirement benefit obligations |
(11) |
(14) |
(91) |
Other adjustments |
(5) |
4 |
19 |
Cash generated from continuing operations |
138 |
165 |
432 |
Discontinued operations |
|||
Cash generated from discontinued operations |
- |
24 |
26 |
Cash generated from operations |
138 |
189 |
458 |
14 Acquisition of subsidiaries
On 1 February 2008, the Group acquired 100% of Rostar, a Russian beverage can maker. Details of consideration, net assets acquired and goodwill are set out below.
£m |
|
Cash consideration |
128 |
Accrued costs |
3 |
Total consideration |
131 |
Provisional fair value of net assets acquired |
(95) |
Goodwill |
36 |
Carrying values at acquisition £m |
Provisional fair value adjustments £m |
Provisional fair value of net assets acquired £m |
|
Intangible assets |
- |
39 |
39 |
Property, plant and equipment |
41 |
15 |
56 |
Inventories |
28 |
- |
28 |
Trade and other receivables |
17 |
- |
17 |
Cash and cash equivalents |
10 |
- |
10 |
Borrowings |
(22) |
- |
(22) |
Trade and other payables |
(10) |
- |
(10) |
Non current and deferred tax |
- |
(23) |
(23) |
Net assets |
64 |
31 |
95 |
The goodwill is attributable to the value of synergies and the workforce. The fair values, which are provisional due to the timing of the acquisition, will be finalised in the 2008 annual financial statements. The provisional fair value adjustments comprise intangible assets relating to customer relationships of £31m, other intangible assets of £8m, the revaluation of property, plant and equipment of £15m and tax of £23m.
Underlying operating profit for Rostar included in the consolidated income statement for the period from acquisition to 30 June 2008 was £10m. After deducting the amortisation of intangible assets of £3m this reduced to an operating profit of £7m.
Pro forma sales, underlying operating profit and operating profit for Rostar, assuming it was acquired on
1 January 2008, would have been £84m, £11m and £7m respectively.
During the six months to 30 June 2008, further adjustments were made to finalise the consideration and fair values of net assets acquired in relation to the 2007 acquisition of OI Plastics, as set out below.
£m |
|
Adjustment to cash consideration |
(8) |
Additional fair value adjustments |
12 |
Increase in goodwill |
4 |
The adjustment to cash consideration comprises a net asset adjustment in relation to the completion accounts. The principal additional fair value adjustments comprise downward revaluations of property, plant and equipment of £12m.
Consideration for the acquisition of subsidiaries is reconciled to the consolidated cash flow statement as follows:
£m |
|
Cash consideration for Rostar |
128 |
Cash and cash equivalents acquired with Rostar |
(10) |
Adjustment to cash consideration for OI Plastics |
(8) |
Net cash outflow in the consolidated cash flow statement |
110 |
15 Contingent liabilities
There have been no major changes to the Group's contingent liabilities since 31 December 2007.
16 Related party transactions
There are no related party transactions requiring disclosure. Key management compensation will be disclosed in the 2008 annual financial statements.
17 Post balance sheet events
In July 2008, Rexam announced its intention to reduce beverage can capacity in the US. Details can be found in the Business review in the 'Beverage Can North America' section.
18 A copy of the information to be provided to financial analysts is available on request from the Company Secretary, Rexam PLC, 4 Millbank, London SW1P 3XR and is also on Rexam's website, www.rexam.com.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm that this condensed set of financial statements has been prepared in accordance with IAS34 'Interim Financial Reporting' as adopted by the European Union, and that the interim report herein includes a fair review of the information required by the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority, paragraphs DTR 4.2.7 and DTR 4.2.8.
The Directors of Rexam PLC are listed in the Rexam PLC Annual Report for 2007, with the exception that the following changes took place during the six months to 30 June 2008: Peter Ellwood was appointed on
1 February 2008 and Rolf Börjesson retired on 1 May 2008.
By order of the Board
Leslie Van de Walle, Chief Executive Officer
David Robbie, Finance Director
30 July 2008
INDEPENDENT AUDITORS' REVIEW REPORT TO REXAM PLC
We have been engaged by the company to review the condensed set of financial statements in the interim report for the six months ended 30 June 2008, which comprises the consolidated income statement, the consolidated balance sheet, the consolidated cash flow statement, the consolidated statement of recognised income and expense and the related notes. 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 condensed set of financial statements.
Directors' responsibilities
The interim report 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 and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in Note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of 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 the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority and for no other purpose. We do not, in producing this report, 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.
Scope of review
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 Ireland) 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.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 30 June 2008 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
PricewaterhouseCoopers LLP
Chartered Accountants
London
30 July 2008
Notes: (a) The maintenance and integrity of the Rexam PLC web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim report since it was initially presented on the web site. (b) Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.
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