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Publication of Annual and Sustainability Report

13th Apr 2022 09:05

RNS Number : 2523I
Ultra Electronics Holdings PLC
13 April 2022
 

 

13 April 2022

 

Ultra Electronics Holdings plc("Ultra" or the "Company")

 

Publication of Annual Report and Sustainability Report

 

Further to the release of Ultra's preliminary results on 23 March 2022, the Annual Report and Accounts for the year ended 31 December 2021 ("2021 Annual Report and Accounts") has today been published on www.ultra.group.

 

Ultra is also pleased to report on the progress we have made in delivering on our ESG ambitions with the publication of our 2021 Sustainability and Diversity, Equity and Inclusion ("DEI") reports. Our 2021 Sustainability Report focuses on our four key Sustainability pillars: Protecting our planet and society, Supporting our people, Giving back to our local communities and Doing the right thing. Our DEI report demonstrates our progress against our goal to 'succeed through diversity'. Both reports are also available on www.ultra.group.

 

A copy of the of the 2021 Annual Report and Accounts will be posted to shareholders today. The 2021 Annual Report and Accounts has been prepared using the single electronic reporting format specified in the Transparency Directive ESEF Regulation and will be available shortly for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

In compliance with DTR 6.3.5, the following information is extracted from the 2021 Annual Report and Accounts and should be read together with Ultra's preliminary results announcement issued on 23 March 2022 which can be found at www.ultra.group. Together these constitute the information required to be communicated to the media in unedited full text through a Regulatory Information Service. This information is not a substitute for reading the full 2021 Annual Report and Accounts.

 

Principal risks and uncertainties

We manage risk to support our ONE Ultra strategy

Principal risks and risk management

The identification and management of risk is embedded into our ONE Ultra day-job processes from the development of our strategic plan and business objectives, through assessment and pricing of business opportunities and management of delivery programmes to the management of our ONE Ultra transformation and continuous improvement projects.

The Board has overall responsibility for ensuring an effective system of risk management, governance and internal controls. The Board reviews risk as part of its strategy review process and, as part of standard cadence in year, reviews the Group's key and emerging risks, and the controls and indicators relied on to manage them.

The risk management framework underpins Ultra's approach to managing risk effectively. The heart of the risk review and assessment process is embedded into Ultra's strategic planning framework, which takes a 10-year horizon for the formulation of our strategy and the identification and assessment of associated risks, in the form of changes to currently recognised risks and the proactive identification of emergent risks. The process involves facilitated risk reviews with Business Units and functions, based on their plan assumptions and scenarios. Emergent risks are identified both through testing the plans, with a focus on new factors such as new operations or markets, and also from analysis of wider changes to the risk horizon and environment, such as the anticipated impacts of climate change. The overall risk framework then enables the consistent measurement, control and reporting of risks that can undermine the business model, future performance, solvency or liquidity of the Group and identifies:

 

· The causes and drivers of a risk and accountability for its management

· Its potential consequences for Ultra through analysis of the likelihood and consequences, before and after the impact of specific controls

· Analysis of the speed to impact of risks to aid prioritisation, recognising that it is often the pace with which a risk crystallises that impairs a business's ability to mitigate and control it

· Articulation of the specific controls and warning indicators in place or being funded and implemented to manage and mitigate a risk

Day-to-day ownership of risk sits with business and function management, under the monthly review of the Executive Team to whom the Board has delegated principal responsibility for risk oversight. The Board reviews the Group's key risks as an integral part of the annual strategic planning process and also undertakes a structured risk appetite review each year facilitated by the Chief Risk Officer.

Risk assurance

Ultra's management, Audit Committee and Board receive independent assurance on our key risks and controls through Internal Audit reviews which are conducted by PWC as our Internal Audit service provider. The outputs of the risk review process are a key driver in determining the Internal Audit plan, alongside the wider critical control frameworks we rely upon, with the plan approved by the Audit Committee for the coming year. Any changes to the plan in year require approval by the Audit Committee. Twice yearly controls reviews are conducted across all five SBUs and global shared services, chaired by the CFO with Internal Audit represented, to provide additional assurance, oversight and accountability for the management of risk and controls. Completion of management actions from Internal Audits and from the Control Reviews are monitored centrally with progress reported to the Audit Committee.

Additionally, as referenced in the Audit Committee Report on page 67, in 2021 a programme of control framework reviews was presented to the Executive Team and Audit Committee for specific key risk and controls areas, based on the 'three lines of defence' principles, including programme management and bid and contract controls and key compliance area controls. This process is now embedded and a prioritised programme will also be undertaken in 2022.

Risk appetite statement

The Group's objective to generate long-term sustainable value for all stakeholders is reflected in Ultra's appetite for risk, which is set by the Board taking into account the balance between risk and reward and our ability to manage and control risks through our people and processes. Ultra has a low risk appetite in situations where its culture, reputation or financial standing may be adversely affected, including all key compliance areas. Where the safety of our people may be compromised, Ultra has zero tolerance. However, the Group does consider taking higher risks where the opportunity is seen to outweigh the potential risks, provided appropriate levels of mitigating controls are in place. The Executive Team and Board assessed the specific risk appetite in relation to Ultra's key and principal risks in 2021, assessing appetite as risk tolerant (where greater risk can be effectively managed to deliver high return with established confidence), risk balanced (where additional investment in control is supported by the business case) or risk averse (where Ultra invests to minimise the risk threat, in areas such as compliance risks). Risk appetite assessments are reflected against our principal risks.

Principal risks

In line with guidance on risk reporting, we have focused our statement on principal risks to those that are current and/or particular to Ultra, either through the nature of our sector or business model, or because factors or circumstances have elevated more generic risks in Ultra's current business environment. Environmental and climate change risks have been assessed and are growing risk areas for Ultra, but as reported in more detail in the TCFD table on page 29, are not yet principal risks due to market, operations and geographical footprint. In addition to the principal risks identified below, Ultra also actively manages risks assessed as at lower, but not to say insignificant, levels. These potential risks are often common to listed businesses and include business interruption risks, fraud and financial control risks, HSE risks (which are seen as a priority for excellence) and risks associated with our legacy defined benefit pension scheme which have been reported on as principal risks in previous years.

Current uncertainty around British Government approval of the recommended bid for Ultra by Cobham is exacerbating short-term challenges in recruitment and retention as identified in the principal risks below. If the deal does not proceed because consent is withheld, this could have a negative impact across several risks, through prolonged uncertainty for stakeholders in the short term, before strong business fundamentals reassert themselves.

Key changes to principal risks from 2020 are:

· Risks associated with the legacy defined benefit pension scheme have diminished from being a principal risk, with ageing and proactive management such as increased hedging.

· In common with many businesses as the world moves to a post Covid-19 environment and witnesses the start of major armed conflict in Ukraine, rapidly increasing supply chain inflation and disruption/ shortages has emerged as a principal risk for Ultra.

· Challenges in retention and recruitment, especially of specialist engineers in local areas of our operations has also escalated, reflecting a changing labour market post Covid-19 and uncertainty for Ultra while a decision on clearances for the recommended offer for Ultra is awaited.

Defence Sector Cycle Risk

No significant change

Defence spending by governments can fluctuate cyclically depending on economic conditions, change of government policy or political considerations, budgetary constraints, and changes to national and global threats.

Risk appetite:

Tolerant

Potential impact

Lower defence spending by the Group's major customers in a down cycle could have a material impact on the Group's future results and financial conditions.

Mitigation commentary/examples

· The Group is geographically spread across the USA, UK and international defence markets.

· We invest in technology to help us access high growth segments of the market.

· Many of our programmes are very long term, which helps mitigate against short-term changes in the defence cycle.

Comment, changes and outlook

Our focus is the defence markets, where we believe we can grow at good returns on capital in the medium and long term. We have a degree of tolerance to defence cycle risk and are not seeking to diversify away from the defence market. However, we do seek to have a diverse customer and programme base, which provides resilience.

As mentioned above, we see growth in our markets over the medium term, driven by the increasing threat of near peers.

Bid and Contract Risk

Reducing risk

Across Ultra's businesses, a major proportion of revenues are generated through contracts which are long term in nature and subject to complex terms and conditions. Contracts include commitments relating to pricing, quality and safety, technical and customer requirements and product servicing.

Risk appetite:

Balanced

Potential impact

A failure to fully recognise contract risks or to anticipate technical challenges and estimate costs accurately at the outset of a contract can lead to unexpected liabilities, increased outturn costs and reduced profitability.

Mitigation commentary/examples

· New and improved business bid and contract management processes

· Legal reviews of contract terms and conditions

· Contract-specific risk assessments

· Clear delegation of authority/escalation criteria for approvals

· Reviews of contract performance

Comment, changes and outlook

Balanced risk appetite, with additional controls investment where justified.

We have continued to invest in specialist resources in commercial and legal spheres, improving our bid competency and ability to align new contracts with Ultra's risk appetite. This complements the implementation of standardised bid and contract policies processes and the pooling of capability and the alignment of similar businesses under the ONE Ultra banner.

Programme Risk

Reducing risk

Many of the programmes entered into by Ultra are complex, long term and subject to various performance conditions which must be adhered to throughout the programme. Poor management of such programmes brings risks related to:

· Delays in product development or launch schedules

· Failure to meet customer specifications or predict technical problems

· Inability to deliver to contract terms

· Inability to manage programme costs or forecast accurately

Risk appetite:

Risk averse

Potential impact

Ineffective programme management could result in damage to customer relationships or cancellation of a contract, resulting in claims for loss and reputational damage. Poor performance against a contract could also undermine the Group's ability to win future contracts and could result in cost overruns and significantly lower returns than expected.

Mitigation commentary/examples

· Embedded programme management in businesses

· ONE Ultra programme management policy and procedures implemented through 2021, replacing local diverse business approaches

· Formal review and escalation framework

· Review and approval of key programmes by the Executive Team

· 'Lessons learned' and best practice sharing

· Inspection of programmes by customers

Comment, changes and outlook

Risk averse appetite for failures on programme management drives investment in strong controls for a key business process. Controls improvements are impacting to reduce this risk, but this is in the context of short-term challenges for programmes over retention and recruitment of specialist resources.

The standardisation of programme management policies and tools was further enhanced in 2021 with a focus on controls and oversight. Reorganisation effective from the start of 2021 brought alignment of specialist resource and simplified management structures.

Geo-political Risk

Reducing risk

With our focus on the defence sector, geo-political factors could lead to an unfavourable business climate for defence spending or restrict the access of overseas suppliers to national markets.

Risk appetite:

Balanced

Potential impact

Political change in a major end customer country such as the USA could impact revenue flows from cancellation of defence programmes or reduction in future programmes for political reasons, or a change of supplier selection conditions on defence contracts.

Mitigation commentary/examples

· The Group proactively monitors the political environments affecting our key markets.

· We develop and maintain strong relationships with customers, governments and stakeholders differentiating through our domain expertise.

· Diversified operations with local manufacturing in our target market countries.

· Diversification of end customers in multiple countries.

· Long-term nature of defence contracts and domain expertise.

Comment, changes and outlook

Balanced risk appetite, with additional controls investment where justified.

Risk is mitigated in the short to medium term with increasing political prioritisation of defence capability by multiple governments in the current period of global political instability and events, including the Russian invasion of Ukraine.

Delivering Change

Level risk (short term)

The ability to continuously improve and transform our business to deliver objectives in complex technology markets is vital for business success. Effective delivery of major or concurrent change programmes with minimal effect on business as usual is a key component of Ultra's drive to deliver our strategy and supporting operational improvement.

Risk appetite:

Balanced

Potential impact

Transformation programmes may not be delivered on time or costs may increase. The expected benefits of change from programmes may not be realised. Under-resourcing may lead to management distraction from business as usual. Structural change may impact employee morale.

Mitigation commentary/examples

· Change programme management procedures and controls

· Robust governance around all programmes, including strong steering committees, standard reporting and executive level sponsorship

· Investment in dedicated professional transformation resource and leadership

Comment, changes and outlook

Balanced risk appetite, with additional controls investment where justified; increased current investment reflects scale and scope of current change activity.

Programme risk decreased during 2021, as a result of more mature programmes and investment into the financial modelling, which was signed off by KPMG as part of the Qualified Financial Benefits Statement which was published with the mid year results.

Security and Cyber Risks

Increased risk

As a key partner to our customers and end customers, Ultra has custody of classified information and customer and its own intellectual property. In circumstances where the incidence and sophistication of cyber security crime continues to rise, the effective management and protection of information and Ultra's security and IT systems is necessary to prevent the compromise of secure information, intellectual property or our people's personal data.

Risk appetite:

Risk averse

Potential impact

Reputational damage to Ultra as a highly regarded partner in the event of compromise of classified information or IP. This could lead to loss of business opportunities with removal of government approval to work on classified programmes. Regulatory action or civil/contractual penalties could result from loss of personal data, a partner's IP or classified information.

Mitigation commentary/examples

· Investment into Corvid Protect, Ultra's in-house specialist cyber security resource

· Intellectual property is addressed in the bid and contract management process and protected through information security policies, procedures and systems

· Security clearance processes are in place for all employees

· Established physical security processes are implemented at all sites

· US defence business governance framework in place using SSA and Proxy Board vehicles

· Independent security reviews by defence departments and customers

Comment, changes and outlook

Focus on investment in strong controls for a key enabling capability; risk averse.

The focus of CORVID Protect as an internal professional specialist cyber resource was instrumental in enabling secure, effective remote working capabilities throughout Covid-19, enabling 60% or more of staff to work securely from home at peak lockdown periods, despite an increased general business cyber risk environment. Investment in and implementation of improved, standardised secure systems, continuing through 2022, is a key enabler of the ONE Ultra strategy. This will drive mitigation of the increasing levels of risk in the global cyber environment.

Governance, Compliance & Internal Controls

Reducing risk

In common with other businesses in our sector, the Group operates in a highly regulated environment across multiple jurisdictions and is subject to a range of regulatory, governance compliance requirements. New or retrospective compliance changes (for example in Tax) or a failure in the framework of internal controls could result in penalties, liabilities or reputational damage.

Risk appetite:

Risk averse

Potential impact

Key impacts from specific relevant controls/ events, all of which carry the potential for reputational damage are:

· Financial rules and standards compliance - failure to comply in key areas such as revenue recognition could result in adjustments that undermine results.

· Breach of defence contractor financial compliance rules in a key market, such as the USA or UK, could lead to financial/participation penalties and or reputational damage.

· Trade compliance - failure to comply with export controls or defence specific requirements, such as US ITAR controls, could result in regulatory action and penalties.

· Bid and contract requirements for some government and defence contracts introduce "Offset" compliance obligations requiring special national investment or operations constraints. While typically very long term by nature, failure to comply could lead eventually to regulatory action or penalties.

· Anti-bribery and corruption (ABC) - failure to comply with multiple jurisdiction rules in relation to public sector contracts directly or through intermediaries could result in regulatory action and penalties.

· Tax compliance - retrospective regulatory changes could lead to significant unforeseen liabilities.

Mitigation commentary/examples

· Corporate and business level controls policies, procedures, training and systems

· Internal expert corporate teams in key functional areas

· Built-in IT system controls

· Controls and compliance reviews by management and internal audit

· Specialist advisers

Comment, changes and outlook

As an international defence supplier, investment in strong compliance controls is key to our standing as a responsible and reputable supplier to governments; risk averse.

Through 2021 we have continued to invest in professional expertise and capabilities for guidance and oversight in our key industry compliance areas, including trade compliance, defence contractor compliance, offset management and ABC. New ONE Ultra process and systems in finance and key compliance areas, with strengthened and hard-wired controls, continued to roll out in 2021 as part of our transformation programmes.

2021 has seen continued investment in professional roles and capabilities for guidance and oversight in our key industry compliance areas, including trade compliance, defence contractor compliance and ABC. While recognising the increasing demands of the compliance environment, the assessment of the net risk as reducing reflects the marked improvements in our compliance controls framework. New ONE Ultra processes and systems in finance and key compliance areas, with strengthened and hard-wired controls, will continue to roll out in 2022 as part of our transformation programmes.

Supply Chain

Increased risk

Specialist materials, components and power and utilities costs increase materially and/or shortages or outages are triggered by post Covid-19 supply chain issues and logistics movement capacity challenges to meet demand as global economies recover.

Risk appetite:

Risk averse

Potential impact

Increased costs from supply chain and energy cost inflation, some of which may not able to be passed on under contractual terms, could impact profits. Shortages or logistic delays for materials and components post Covid-19 or from emergent sanctions in response to the invasion of Ukraine may impair delivery timeframes, leading to penalties.

Mitigation commentary/examples

· Introduction of aligned ONE Ultra procurement processes and organisation, increasing negotiating power and improving procurement expertise

· Proactive management of sourcing and stock levels of critical materials and components

· Use of contractual terms or renegotiation to reflect increasing cost base in pricing by agreement with customers

· Supply chain analysis following events in Ukraine indicate no direct supply chain implications

Comment, changes and outlook

Risk-averse stance supports investment in standardisation, controls and tools to proactively manage supply chain risks.

As for many businesses, these supply chain risks are increasing currently as global economies and demand rapidly recover as the challenges of two years of Covid-19 pandemic subside. Supply chain risks are exacerbated by the Russian attack on Ukraine and consequent global sanctions, contributing to our assessment of this as an increasing risk.

Specialist Recruitment and Retention

Increased risk

With our focus on the defence sector, geo-political factors could lead to an unfavourable business climate for defence spending or restrict the access of overseas suppliers to national markets.

Risk appetite:

Risk averse

Potential impact

The combination of highly competitive labour markets as economies recover from Covid-19 and uncertainty for Ultra while a decision on clearances for the recommended acquisition of Ultra is awaited, is driving specialist resourcing gaps in our operations which, if enduring, could start to impact customer programme delivery.

Mitigation commentary/examples

· Use of the newly developed ONE Ultra culture and values as recruiting asset

· Embedding of specialist HR talent acquisition function to directly address Ultra's recruitment priorities

· Proactive strategies to retain critical specialist employees targeted for individual locations and circumstances

Comment, changes and outlook

The quality of our people is a key asset and differentiator for Ultra and, recognising the increasingly challenging labour market conditions, we are investing in our recruitment capabilities and retention measures to protect and enhance our specialist capabilities for customer delivery.

 

Statement of going concern

The Directors have a reasonable expectation that the Group has adequate resources for a period of at least 12 months from the date of approval of the financial statements and have therefore assessed that the going concern basis of accounting is appropriate in preparing the financial statements and that there are no material uncertainties to disclose.

As referred to on page 14, the shareholders of Ultra have approved the acquisition of the Group by way of Scheme of Arrangement by Cobham Ultra Acquisitions Limited, which is indirectly controlled by Advent. The acquisition is conditional on approval by Her Majesty's Government, so the Directors have considered going concern under two scenarios: on an ordinary course basis and on the assumption that the acquisition completes within the going concern period.

No acquisition by Cobham

The Directors have considered the Group's strong liquidity position, available facilities and cash flow forecasts and have a reasonable expectation that the Group has adequate resources for a period of at least 12 months from the date of approval of the financial statements.

Ultra's cash and cash equivalents as at 31 December 2021 were £138.8m and net debt was £40.0m (net cash of £0.7m when excluding finance lease liabilities). Since then, Ultra's net cash has increased further with the receipt of £34.8m on 24 January 2022 relating to the sale of non-core aerospace assets, further strengthening the Group's liquidity.

The Group's committed lending facilities amount to £401.7m in total and comprise loan notes in issue to Pricoa of £50m and $70m, and a revolving credit facility (RCF) of £300m that is denominated in Sterling, US Dollars, Canadian Dollars, Australian Dollars or Euros. The RCF is provided by a group of eight international banks and, in certain acquisition scenarios, permits an additional £150m "accordion" which is uncommitted and subject to lender consent. The Group also has access to a £5.0m and $2.5m overdraft. The financing facilities are used for balance sheet and operational needs, including the funding of day-to-day working capital requirements. The maturity profile for the Group's committed lending facilities is as follows:

 

Facility

Expiry

RCF £50m

November 2023

RCF £250m

November 2024

Pricoa £50m

October 2025

Pricoa $40m

January 2026

Pricoa $30m

January 2029

 

The Group's net debt as at 31 December 2021 also includes £17.3m of borrowings (fair value) from the Canadian Government under the Strategic Aerospace and Defence Initiative (SADI), which are repayable over the period to 2039 (see note 23).

The Group's financial covenants are that the ratio of net consolidated total borrowings to adjusted EBITDA* is less than three (x0.0 at 31 December 2021) and that the net interest payable on borrowings is covered at least three times by underlying operating profit (x12.2 at 31 December 2021). Stress testing has been undertaken to identify the level of cash outflow and reduction in profitability that would be required over the going concern period to breach the covenants; both an unbudgeted cash outflow of £230m and an unbudgeted reduction of £230m in adjusted EBITDA would be required.

Though global macro-economic conditions remain uncertain with continued uncertainty arising from impacts of the Covid-19 pandemic, stressed supply chains and inflation (detail on the potential risks to the Group associated with this are set out on page 45), the Group's strong liquidity, the long-term nature of Ultra's business and its positioning in attractive sectors of its markets, taken together with the Group's forward order book, provide a strong level of confidence in respect of trading in the year to come.

Completion of the acquisition of Ultra

On the assumption that the acquisition of Ultra completes during the going concern period, noting the analysis above regarding the Group's forward order book and stable nature of the business, the Directors have also considered the following:

· Advent have stated in the Scheme of Arrangement that they intend Ultra to thrive, that they have no plans to undertake any material restructurings, that they will not redeploy Ultra's fixed assets (save for some limited exceptions) and that they will increase investment in research and development.

· Advent has secured long-term financing which extends beyond the going concern and long-term viability assessment period and provides sufficient liquidity to complete the Scheme of Arrangement, and repay the Group's existing debt facilities if debt repayment obligations are triggered by the change of control provisions described on page 50.

· The financing arranged by Advent, the terms of which are available on Ultra's website, does not include any leverage or coverage covenants.

· The Group's cash flows modelled by management support the ability of the Group to pay its debt service costs post acquisition in both the operation of its existing strategy and in stress-tested scenarios of flat revenue in 2023 onwards and 50% cash conversion, and a 15% decline in revenues in 2023 onwards and 70% cash conversion during the going concern and viability periods.

The Directors note that they do not have full visibility of the strategy, financing and organisational structure of the Group under the ownership of Cobham and any material changes by the acquirer could, without mitigation, impact the ability of the Group to cover interest payments. Notwithstanding this uncertainty, the Directors have a reasonable expectation that the Group has adequate resources for a period of at least 12 months from the date of approval of the financial statements should the transaction complete, given the strength of the Group's order book, forecast profitability and cash generation for 2022 and onwards, and knowledge of the loan facilities put in place by Advent to support the acquisition.

Going concern

Having assessed the Group's strong liquidity and cash generation, risks, financing and performance, the Directors have a reasonable expectation that the Group will continue in operation and meet its commitments as they fall due over the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing these financial statements.

Directors' responsibility statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors are required to prepare the Group financial statements in accordance with IFRSs as adopted by the UK and Article 4 of the International Accounting Standards Regulation (IAS) and have elected to prepare the Company's financial statements in accordance with UK Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) including FRS 101. Under company law, the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs and of the profit or loss of the Company, as well as the undertakings included in the consolidation for that period.

In preparing the Company's financial statements, the Directors are required to:

· Select suitable accounting policies and then apply them consistently

· Make judgements and accounting estimates that are reasonable and prudent

· State whether applicable UK Accounting Standards have been followed subject to any material departures disclosed and explained in the financial statements

· Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will not continue in business

In preparing the Group financial statements, International Accounting Standard 1 requires that Directors:

· Properly select and apply accounting policies

· Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information

· Provide additional disclosures, when compliance with the specific requirements in IFRS are insufficient, to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance

· Make an assessment of the Company's ability to continue as a going concern

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website www.ultra.group. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

We confirm that, to the best of our knowledge, taken as a whole:

· The financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole.

· The strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation, together with a description of the principal risks and uncertainties that they face.

· The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position, performance, business model and strategy.

By order of the Board

Louise Ruppel

General Counsel and Company Secretary

 

Enquiries:

Ultra Electronics Holdings plc

 

Gabriella Colley, SVP Investor Relations

+44 (0) 7891 206 239

 

[email protected]

 

Financial PR adviser: MHP

Tim Rowntree / Pete Lambie

+44 (0) 7710 032 [email protected]

About Ultra

Ultra provides application-engineered solutions in the key elements of mission critical and intelligent systems. Through innovative problem solving, using sustainable capabilities, and evolving technologies, we deliver outstanding solutions to our customers' most complex problems in defence, security, critical detection and control environments.

www.ultra.group

 

 

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