21 May
2024
LEI: 213800QGNIWTXFMENJ24
2024 HALF YEAR RESULTS
ANNOUNCEMENT
Good H1 performance;
On track to deliver full-year expectations;
Well-positioned for
medium-term compounding growth and returns.
SSP Group plc, a leading operator of food and
beverage outlets in travel locations worldwide, announces its
financial results for the half year ended 31 March
2024.
(Unaudited)
|
HY 2024
|
HY 2023
|
Change at
actual FX
rates
|
Change at
constant FX
rates6
|
Underlying Pre-IFRS 161,3
|
|
|
|
|
Revenue
|
£1,517m
|
£1,318m
|
15%
|
19%
|
EBITDA2
|
£106m
|
£91m
|
17%
|
24%
|
Operating profit
|
£38m
|
£34m
|
10%
|
21%
|
Operating profit margin
|
2.5%
|
2.6%
|
(10)bp
|
10bp
|
Loss per share
|
(1.0)p
|
(0.8)p
|
(0.2)p
|
|
Dividend per share
|
1.2p
|
-
|
1.2p
|
|
Free cash flow4
|
£(240)m
|
£(118)m
|
£(122)m
|
|
Net debt5
|
£(619)m
|
£(297)m
|
£(322)m
|
|
Statutory
|
|
|
|
|
Operating profit
|
£58m
|
£49m
|
19%
|
|
Profit before tax
|
£13m
|
£16m
|
(19)%
|
|
Loss per share
|
(1.3)p
|
(1.3)p
|
0.0p
|
|
Net debt5
|
£(1,633)m
|
£(1,201)m
|
£(432)m
|
|
Financial Highlights: (Underlying pre-
IFRS161,3)
· First
half revenue of £1.5bn, up 19% on a constant currency basis, with
double-digit growth across all regions
· H1
revenue growth comprises: like-for-like sales growth of 12%,
including a very strong performance in APAC and EEME
reflecting strengthening passenger numbers; net gains of 4%
from the mobilisation of our new contract pipeline; and a
contribution of 3% from acquisitions in North America
· EBITDA
of £106m, up from £91m last year, leaving us on track to deliver
Group "Planning Assumptions", as set out in December 2023
· Strong
contributions to profitability delivered by the North America and
APAC & EEME regions, reflecting the faster growth in these
markets and strong profit conversion
· Good
underlying EBITDA growth in the UK, benefitting from a further
recovery in passenger numbers and despite some ongoing impact from
industrial action in the rail sector
·
Profitability in Continental Europe held back by a heightened level
of renewals, particularly in the Nordics countries, and greater
levels of industrial action that impacted the rail sector in France
and Germany
·
Underlying pre-IFRS 16 loss per share of 1.0p compared with 0.8p
per share in the prior year
·
Reported loss per share of 1.3p per share, in line with the prior
year
·
Re-instatement of the Interim dividend at 1.2p per share,
reflecting sustained confidence in future prospects
· Free
cash usage of £240m after investment of £144m in capital projects
(compared with £94m in the prior year), acquisitions of £59m and a
working capital usage of £66m, reflecting the normal seasonal
profile as well as the unwind of the remaining payment deferrals
from the Covid-19 period
· Net
Debt of £619m, at the end of March 2024, and leverage (Net Debt:
EBITDA) of 2.1x. Under IFRS 16, Net Debt increased from £1,421m at
30 September 2023 to £1,633m at 31 March 2024
Strategic Highlights:
·
Successfully pivoting to higher growth markets with 39% of our
sales over the last 12 months now from North America and APAC &
EEME (compared with 35% in the previous 12 months); we are
now present in 51 North American airports (37 airports in
October 2022) and on track to create a business with annualised
sales of over $1 billion
·
Significant new contracts won in H1 including 7 units at Cincinnati
airport, 3 at Milan railway station and 9 units at Noida (Delhi)
airport; in the last six months, we have won c.150 new units across
all regions and mobilised c.200 units from our secured pipeline
· This
current momentum in new business wins, together with our secured
pipeline underpins our expectation of the delivery of organic net
gains (excluding acquisitions) of c.5% for FY24 and FY25 and
c.3%-5% in the medium-term
· In
total, c.80 new units acquired since the start of the year. This
includes 62 new units from the acquisition of Airport Retail
Enterprises Pty Ltd ("ARE") in May 2024, which increases the size
of our business in Australia from 40 to 102.
· In
North America, we have completed the acquisitions of ECG in Canada
and Mack II, gaining us entry to Atlanta, the busiest airport in
North America. In addition, we have completed on the transfer of
Denver, the final airport of the Midfield acquisition
· We have
secured entry into two new high growth markets: New Zealand and
Indonesia, as announced today. In Indonesia we have agreed to
create a new joint venture with PT Taurus Gemilang, subject to
obtaining the necessary consents, which will
initially operate 13 units, principally in Bali, and will
give us a presence in this very large and growing market;
combined consideration of c.£90m relating to ARE and Indonesia.
We also commenced operations in Saudi Arabia
during the first half following tender wins at Riyadh and
Jeddah
·
Enhanced business capabilities with new brands and concepts,
digital, sustainability and people driving an improved proposition;
Global customer rating7 up from 4.2 to 4.4 out of a
maximum score of 5.0
Recent Trading
Since the half year-end, we have
traded in line with expectations, with total revenue during the
first six weeks of the second half (from 1 April to 12 May) up 14%
year-on-year on a constant currency basis, with revenue in North
America up 28%, Continental Europe up 5%, UK up 9% and APAC &
EEME up 25%.
FY2024
expectations
While we face into macroeconomic and political
uncertainty, we believe that demand for travel will remain
resilient and the industry is well set for both short-term and
long-term structural growth. Progress in the first half of the year
has been encouraging, with strong revenue growth and good profit
conversion in most of our markets.
As we approach the peak summer season, we are
well-positioned to deliver the planning assumptions for FY24, as
outlined at our Preliminary Results on 5 December 2023. We continue
to plan for like-for-like sales growth for the full year of between
6% and 10% and for net contract gains in the region of 5%
(excluding acquisitions). Including the acquisition of ARE in
Australia, which completed in May 2024, we now expect a
contribution of c.3% from acquisitions in the year. We continue to
plan for underlying EBITDA to be within the range of £345-£375m and
underlying operating profit within the range of £210-£235m, all
stated on a pre-IFRS 16 basis and at constant currency based on
average rates for FY23. The currency impact on these metrics, if
current spot rates were to continue through FY24, would be a
negative currency impact on revenue, underlying EBITDA (on a pre
IFRS-16 basis) and operating profit of approximately -2.0%, -3.5%
and -4.6%.
We continue to plan for capital expenditure to be in
the region of £280m in the current year, comprising: capital to
fund our renewals and maintenance programme of c.£140m,
representing approximately 4% of expected revenues for 2024 (in
line with the historical average); expansionary capital for new
contracts of c.£80m, expected to deliver net contract gains in the
region of 5%; and c.£60m reflecting the deferral of renewal and
maintenance capital expenditure from the Covid-19 period.
We are planning for capital expenditure in the
region of £260m in FY25, consistent with c.5% of net gains, which
is well underpinned by our existing pipeline of secured contracts.
In FY26, we are planning for net gains of between 3% and 5%, based
on the pipeline and our recent track record of new business wins,
and are therefore planning for capital expenditure to be in the
range of £220-£250m.
Our investment appraisal process, models and
benchmarks have been unchanged over many years and we seek a
minimum hurdle rate of a post-tax IRR greater than 20%. We complete
post investment reviews to validate expected returns. These
indicate a long track record of delivering returns ahead of our
target hurdle rate.
Medium-term
outlook
Our compounding shareholder growth and returns model,
aligned to our medium-term financial framework, is set to
deliver:
· Sales
growth ahead of pre-Covid levels, including net gains of between 3%
and 5% p.a., resulting from our pivot to higher growth markets
(principally the North America and APAC & EEME regions) which
offer higher levels of structural demand and infrastructure growth,
and where we have strong businesses with relatively low market
shares and significant momentum.
·
Sustainable operating margin enhancement benefitting from operating
leverage (driven by revenue growth), greater use of technology and
automation and our wide-ranging efficiency programme, all of which
will enable us to mitigate the impact of rising rent levels and
inflationary cost increases.
·
Sustainable medium-term earnings growth driven by strong operating
profit growth, with non-controlling interests to increase broadly
in line with profit growth in countries with joint venture
partnerships.
· Capital
investment underpinned by high returns on capital projects,
generally a 3-4 year discounted cashflow payback and post-tax IRR
greater than 20%, in line with historical performance. We expect
contract renewal and maintenance capex (needed to retain the base
estate of the business) to be on average c. 4% of Group sales and
expansionary capex (i.e. investment in new contracts) to vary with
the level of contract wins and the timing of mobilisation of new
contracts.
· Balance
sheet deleveraging, the pace of which will be determined by the
scale of new business investment and value creating infill M&A
where we target a post-tax IRR greater than 15%.
· Payment
of the ordinary dividend with a target payout ratio of c.30-40% and
surplus cash returned to shareholders in line with our capital
allocation framework.
Commenting on the
results, Patrick Coveney, CEO of SSP Group, said:
"The
first half has been a period of continued momentum, and we've made
good strategic and financial progress. At constant currency, the
Group delivered double-digit sales growth in all our geographies
around the world - with an exceptionally strong like-for-like sales
performance in APAC and EEME. Our momentum is being supported by
tailwinds from the high structural growth of the markets in which
we operate, our proven ability to win and retain high-returning
contracts and by our value creating acquisitions.
"Supporting
our top-line growth is disciplined cost management, and we are
pleased to have delivered year-on-year EBITDA growth of 24% and to
be announcing an interim dividend.
"Trading
momentum has continued into the second half, and we are confident
in delivering on our expectations for the full year. In
particular, we
are well set to capitalise on what we anticipate will be a Summer
of strong demand in all our markets - including Continental Europe,
where the Olympics and the European Championships will help boost
footfall in airports and stations. We
will also start to realise the benefit of our latest value-creating
acquisition in Australia and new market entries in New Zealand and
Indonesia.
"As a
business we are making good progress on our strategic priorities,
thanks to the hard work and commitment of all our colleagues and
the support of our clients and brand partners around the world.
With our continued momentum and foundations in place for further
expansion, we remain confident in our ability to deliver
sustainable, compounding growth and returns for all our
stakeholders in the years to come."
1 Stated on an underlying basis, which excludes non-underlying
items as further explained in the section on Alternative
Performance Measures (APMs) on pages 18-21.
2 Underlying EBITDA (on a pre-IFRS 16 basis) is the underlying
pre-IFRS 16 operating profit excluding depreciation and
amortisation.
3 We have decided to maintain the reporting of our profit and
other key financial measures like net debt and leverage on a
pre-IFRS 16 basis. Pre-IFRS 16 profit numbers exclude the impact of
IFRS 16 by removing the depreciation on right-of-use (ROU) assets
and interest arising on unwinding of discount on lease liabilities,
offset by the impact of adding back in charges for fixed rent. This
is further explained in the section on Alternative Performance
Measures (APMs) on pages 18-21.
4
A reconciliation of Underlying operating
profit/(loss) to Free cashflow is shown on page 16.
5
Net debt reported under IFRS 16 includes lease
liabilities whereas on a pre-IFRS 16 basis lease liabilities are
excluded. Refer to 'Net debt' section of the 'Financial review' for
a reconciliation of net debt.
6 Constant currency for FY24 is based on average FY23 exchange
rates weighted over the financial year by 2023 results. Constant
currency for FY24 is based on FY23 exchange rates.
7 As measured through our customer listening tool,
Reputation.
A
presentation for investors and analysts will be held at 9.00am (UK
time) today, with access by invitation only. Attendees are also
able to join via a live webcast with details accessible
at:
SSP - Food Travel Expert (foodtravelexperts.com)
CONTACTS
Investor and analyst
enquiries
Sarah John, Corporate Affairs
Director, SSP Group plc
Sarah Roff, Group Head of Investor
Relations, SSP Group plc
On 21 May 2024: +44 (0) 7736
089218 / +44 (0) 7980 636214
E-mail: sarah.john@ssp-intl.com
/ sarah.roff@ssp-intl.com
Media enquiries
Rob Greening / Nick
Hayns
Powerscourt
+44 (0) 207 250 1446
E-mail:
ssp@powerscourt-group.com
NOTES TO EDITORS
About SSP
SSP is a leading operator of food
and beverage outlets in travel locations worldwide, with c.43,000
colleagues in over 600 locations across 37 countries. We
operate sit-down and quick service restaurants, cafes, lounges and
food-led convenience stores, principally in airports and train
stations, with a portfolio of more than 550 international, national
and local brands. These include our own brands (such as Urban
Crave, which brought the first "street eats" concept to airports in
the US and Nippon Ramen, a noodle and dumpling concept in the APAC
region) as well as franchise brands (such as M&S Simply Foods,
Starbucks and Burger King).
Our purpose is to be the best part
of the journey, and this is underpinned by our aim to bring leading
brands and innovative concepts to our clients and customers around
the world, with an emphasis on great value, taste, quality and
service - using digital technology to boost
efficiency.
www.foodtravelexperts.com
Business review
We are making significant progress against our
strategic priorities, setting us up to deliver long-term
sustainable growth and returns.
Our strategic priorities are:
1. Pivoting to high growth
markets
2. Enhancing business
capabilities; driving competitive advantage
3. Delivering operational
efficiencies; driving sustainable margin enhancement
1.
Pivoting to high growth markets
Our
strategy is to increase our focus on the higher growth markets of
North America, APAC and EEME, while continuing to grow selectively
in the UK and Continental Europe. North America, APAC and EEME are
large and fragmented markets in which SSP already has
well-established businesses and which offer significant growth
potential for the Group.
For
the Group as a whole, in the current year we expect to deliver
organic net gains of c.5% (excluding acquisitions, which will add a
further c.3% to sales), from our secured new business pipeline. In
the medium-term, we anticipate net gains in the region of 3-5%
annually, underpinned by our secured pipeline and current momentum
in new business success. In
the last six months, we
have secured 150 new units, with approximately
two thirds in North America and APAC & EEME.
In
addition to organic expansion, in our high growth markets, we are
also accelerating growth through disciplined M&A which can
serve to provide entry to new markets and new sites in addition to
unlocking new client relationships and brands. Consistent with the
strategy of accelerating growth in the Asia Pacific region, in May
2024 we acquired Airport Retail Enterprises Pty Ltd ("ARE") in
Australia. ARE delivers annual revenues in the region of AUS$200m
(c. £100m) from 62 outlets, principally bars, casual dining
restaurants and cafes, across seven Australian airports. ARE's
portfolio is highly complementary to SSP's existing operations and,
as a result of the acquisition, SSP has gained entry into four new
airports (Canberra, Gold Coast, Townsville and Mount Isa). SSP has
grown its food and beverage operations in Australia significantly
with c. 100 units now operating across 11 of the largest 19
airports in Australia.
In
North America, since the start of this financial year, we have
completed the acquisitions of the final airport (Denver) from the
Midfield Concessions deal, the ECG business in Canada, and eight
units at Atlanta Airport, the busiest airport in North America. We
are now present in 51 airports in North America, up from 37
airports at the beginning of the 2023 financial year, with a
presence in approximately half of the busiest 80 airports (airports
with more than 1.5 million annual passenger
enplanements).
In
total, we have secured entry into three new markets in the past six
months. These comprise New Zealand, where we secured a contract to
run five outlets at Christchurch International Airport; Saudi
Arabia, where we signed a new contract with Jeddah Airport to
operate 26 outlets complementing our first contract signed earlier
in the period at Riyadh Airport; and Indonesia, where we have
agreed to create a new joint venture with PT
Taurus Gemilang, subject
to obtaining the necessary consents, to operate 13 outlets, mostly
in Bali, which we expect to provide a platform for further growth
in this significant, high growth market.
2.
Enhancing business capability; driving competitive
advantage
We are strengthening our capabilities to drive
competitive advantage by investing across our business,
principally by enhancing our customer proposition including
our concepts and brands. In addition, we are expanding the use of
digital, fully engaging our people and transforming our delivery of
sustainability. This approach supports us to deliver high levels of
new business and strong like-for-like sales growth.
Developing
great customer propositions
Developing
formats and concepts that offer customers quality food and beverage
and a great overall experience is critical to retaining existing
business with our clients and winning new
business.
In
the period, we have continued to innovate and develop our
proposition to deliver better customer experiences, for example
with the launch of new concepts such as Eastward Long Island
Kitchen in the USA and Soul Bar & Café in Australia. We also
secured several new brand partnerships, including with Eric Kayser
and Pizza Express.
In
the UK, building on the successful launch of our own Juniper brand
in Gatwick Airport, we have opened a further three premium bar and
restaurants in Newcastle, Manchester and Liverpool Airports.
We
also launched our inaugural "drive through" Burger King at Stansted
Airport. In UK
convenience retail, where we have significant capability through
M&S, we are not only investing in a renewal programme behind
this brand, but also expanding our own brands including Café Local,
with 18 new rail units opened and another 24 to open by the end of
2024.
We
have also made significant progress in developing our convenience
retail offer in other parts of the Group. For example, we are
rolling out our SSP-owned retail concept Point across our markets,
aiming to bring 'freshly made food to go' to the convenience
sector. From an initial presence in the Nordics, we now
operate 41 units and, in the period, we opened our first units in
the Asia Pacific region with seven new units in
Thailand.
As a
result of the enhancements to our proposition our 'Global
Reputation Score' improved to 4.4 out of 5 from 4.2 out of 5 six
months ago.
Digitising
our business
Embracing
digital technology solutions is an important part of our strategy
to improve our customers' experience and drive like-for-like sales
through improved penetration levels and average spend per
transaction. In the last six months, we have continued to implement
our digital transformation, rolling out almost 100 new digital
touchpoints such as Order at table (OAT), self-order kiosks and
self checkouts.
Digital
solutions also act as an enabler for operational
efficiencies, both in the front and back of house. For example,
helping to offset labour cost pressures, 14% of transactions in
North America are now coming through digital solutions compared to
8% a year ago. In addition to supporting a faster speed of service
and larger basket sizes, surveys show that many customers prefer to
order via online kiosks and the majority are more willing to visit
a casual dining restaurant if digital self-order options are
available.
Supporting our people and culture
The progress we are making across
our strategic priorities is enabled by enhancements across our people
agenda. We are focused on ensuring SSP is a great place to work
where each of our 43,000 colleagues can fulfil their
potential. The increased number of
colleague "listening" activities across the Group, such as the ENED
international programme of employee meetings and the European Works
Council, ensure we capture more frequent and in-depth colleague
feedback. In February and March we also
completed our annual Group-wide engagement survey and maintained
our engagement score of 4 out of 5 whilst achieving a record level
of participation with an 80% completion rate, an improvement of 4
ppts on last year. As a result of the
survey, we are identifying areas for improvement and developing
action plans in collaboration with our senior leadership
teams.
As we build a diverse, inclusive
culture where everyone is welcomed, in the period we also launched
our Global Diversity, Equity and Inclusion strategy and mission
statement "Belong at SSP". We are making ongoing progress in
gender diversity with 39% of our Group Executive Committee and
their direct reports now female, with a target to achieve 40% by
2025.
We are committed to protecting the
safety and wellbeing of our colleagues, customers, and clients and
are focused both on embedding a culture of safety throughout our
business and ensuring our colleagues have the tools required to
stay safe. Initiatives to support this include the more rigorous
reporting of safety metrics which is generating more visibility to
drive action plans in priority areas.
Building a sustainable business
Sustainability is an important
strategic priority for SSP and is crucial for the long-term success
of our business. Our Sustainability Strategy focuses on the three
key areas of Product, Planet and People, and is underpinned by high
standards of governance. Our 10 key commitments are focused on the
most important social and environmental issues for our business and
stakeholders. We continue to make strong progress against our
targets, embedding sustainability into the way we do business and
working in collaboration with our partners to drive positive change
across the food travel sector.
Our 2023 Sustainability Report,
published in December 2023, provides comprehensive information on
our Sustainability Strategy, progress against our targets and
details of strategic actions and initiatives. The full report is
supported by a Summary and Sustainability Data Book which provides
all our performance data, reporting criteria and indices against
reporting frameworks (GRI, SASB and TCFD) in one accessible place.
The report, summary and data book can all be found
at: Sustainability
| SSP (foodtravelexperts.com).
Overall, we are making strong
progress against our 2025 targets, including exceeding our target
for 30% of own brand meal offerings to be plant-based or vegetarian
and for over 80% of our own brand packaging to be of free of
unnecessary single-use plastic and to be reusable, recyclable or
compostable. We've also made significant progress in key areas,
such as cage-free egg sourcing (+14% vs FY22),
sustainably-certified coffee (+8% vs FY22) and certified fish (+9%
vs FY22).
The Science Based Targets
initiative (SBTi) has validated our targets to reach net-zero
greenhouse gas (GHG) emissions across our value chain by FY40, from
a FY19 base year. By the end of FY23, we achieved a 42%
reduction in absolute Scope 1 and 2
emissions from our FY19 base year. Across all three scopes,
absolute emissions have remained relatively flat, while emissions
intensity (per £m revenue) reduced by 6% compared to FY2019. We
believe this demonstrates the progress we are making in putting the
right measures in place to ensure that, as our business grows, we
are doing so efficiently and controlling absolute emissions
increases in line with growth projections set out in our net zero
roadmap.
To further drive Scope 3
reductions, we have partnered with Klimato, specialists in helping
restaurants calculate, communicate and track the climate impact of
our food. In December 2023, we implemented Klimato carbon labelling
on our menus at Abu Dhabi International Airport - the first time
Klimato carbon labelling has been employed in a travel
location.
Our work on sustainability is also
playing an important role in supporting business growth. For
example, in Norway and Hong Kong the strength of our Sustainability
Strategy and initiatives were an important contribution in winning
new airport contracts in both markets. In the UK, our focus on
sustainable, locally-sourced products was a key factor in our
seven-year contract extension with London City Airport. In
recognition of this sustainable menu work for London City Airport,
our UK&I F&B Director won the Sustainability Award at the
2024 Menu Innovation and Development Awards (MIDAS).
3.
Delivering operational efficiencies
Delivering operating efficiency is
a core SSP competency and we have brought in new processes and
tools during the first half to support this program. We aim to
optimise gross margins and leverage the international scale of our
business, by paying rigorous attention to managing the key input
costs of food and drink, labour and overheads. Over the last six
months, this focus on operating efficiencies together, with the
momentum we have in volume growth, has enabled us to deliver an
improvement in our key operating cost ratios (cost of goods, labour
and overheads) of c.1% year on year, which has helped to more than
offset increased concession fees.
Our multi-year value creation plan
includes the continual re-engineering of our customer offer to
optimise gross margins, keeping unnecessary complexity out of our
product ranges, whilst providing the appropriate level of customer
choice. We also continue to drive labour efficiency, conscious of
the pressures on labour rates and availability in certain regions.
This means a continued focus on staff scheduling and kitchen
productivity, as well as using digital order and payment technology
to drive service levels and efficiency. During the first half we
launched our next generation of labour scheduling technology (Work
Force Management) into our UK business, and will look to deploy
this more widely across the group in the future.
We have reduced unit overheads in
a number of markets through detailed analysis and improving the
ways of working to allow for better control and visibility. This
includes reducing cost associated with central production units,
cash offices and storage facilities.
Our approach to reducing costs is
matched by our drive to reduce consumption and waste. We have
implemented a range of energy savings initiatives including cloud
based building management systems and the roll out of smart meters
across a number of countries as well as the sale of surplus food at
the end of the day at discounted prices.
We continue to share great
initiatives throughout teams to drive a process of continuous
improvement.
Financial review
Group performance
|
H1 2024
£m
|
H1
2023 £m
|
Change
|
Actual
currency
|
Constant
currency
|
LFL
|
Revenue
|
1,517.2
|
1,318.4
|
+15.1%
|
+18.8%
|
+11.6%
|
Underlying operating
profit
|
58.0
|
52.4
|
+10.7%
|
|
|
Operating profit
|
57.7
|
48.6
|
+18.7%
|
|
|
- EBITDA was £105.5m (H1 2023: £90.5m) and Underlying operating profit was
£37.7m (H1 2023:
£34.4m) on a pre-IFRS 16 basis.
The Group's trading performance
has been encouraging across the first half year, with revenue
growing strongly across all of our regions. Total first half Group
Revenue of £1,517.2m increased by 15.1% compared with the first
half of last year at actual foreign exchange rates, and by 18.8% on
a constant currency basis. This constant currency revenue growth
included like-for-like growth of 11.6% (including a 0.6%
contribution from the additional leap year day) and net new space
growth of 7.2%, with the latter comprising 4.4% from organic net
contract gains and 2.8% from acquisitions. Revenue in the
first half of the Group's financial year is typically lower than in
the second half, as a significant part of our business serves the
leisure sector of the travel industry, which is particularly active
during the summer season in the northern hemisphere.
During the first quarter, revenue
was 21.2% ahead of the prior year on a constant currency basis,
reflecting robust trading led by leisure travel demand across all
regions. Like-for-like growth of 14.3% reflected the further
recovery in passenger numbers as well as the strength of our
customer proposition and operational execution. This was
supplemented by a strong contribution of 4.7% from net gains as we
mobilised our extensive secured pipeline, as well as a 2.2%
contribution from acquisitions in North America.
The second quarter has seen
further strong revenue growth of 16.4% on a constant currency
basis, including like-for-like growth of 8.9% (with 1.1%
contributed by the extra leap year day), net contract gains of 3.9%
and acquisitions of 3.6%. The slightly softer like-for-like growth
compared to the first quarter was as expected, reflecting much
stronger prior year comparatives, and was delivered in spite of the
impact of further significant industrial action, most notably in
Continental Europe. Since the half
year-end, we have traded in line with expectations, with total
revenue during the first six weeks of the second half (from 1 April
to 12 May) up 14% year-on-year on a constant currency
basis.
Looking forward, our planning
assumptions for full year revenue growth on a constant currency
basis remain largely unchanged. We continue to plan for
like-for-like growth of between 6% and 10% and for net contract
gains in the region of 5% (excluding acquisitions) but have
increased our planning assumption for the contribution from
acquisitions to 3% (from 2% previously) to reflect the additional
anticipated revenue from the ARE acquisition in Australia, which
completed earlier this month.
Trading results from outside the UK are converted
into sterling at the average exchange rates for the year. The
overall impact of the movement of foreign currencies (principally
the Euro, US Dollar, Swedish Krona, Norwegian Krone, Indian Rupee,
Egyptian Pound and Swiss Franc) during the first half of 2024
compared to the 2023 average was -1.5% on revenue, -3.0% on EBITDA
and -5.5% on operating profit. If the current spot rates (16 May
2024) were to continue through 2024, we would expect a negative
currency impact on revenue, underlying EBITDA (on a pre IFRS 16
basis) and operating profit of approximately -2.0%, -3.5% and -4.6%
compared to the average rates used for 2023, which is the basis of
the constant currency guidance above.
Operating profit
The underlying operating profit
under IFRS16 was £58.0m, compared to £52.4m in the prior year. On a reported basis,
the operating profit was £57.7m (2023: £48.6m), reflecting a net
charge of £0.3m (H1 2023: £3.8m charge) for the non-underlying
operating items.
On a pre-IFRS 16 basis, the
underlying operating profit of £37.7m increased compared to the
prior year by 21.3% on a constant currency basis, and by 9.6% at
actual exchange rates. Underlying pre-IFRS16
EBITDA of £105.5m
(H1 2023: £90.5m) increased by 23.7% on a constant currency basis
and 16.6% at actual exchange rates, while the depreciation charge
of £67.8m increased by 25.0% on a constant currency basis and 20.9%
at actual exchange rates.
For the full year, our planning
assumptions (on a constant currency pre-IFRS16 basis) for
underlying EBITDA and EBIT as outlined in December 2023 remain
unchanged. We therefore continue to plan for underlying EBITDA
within the range of £345-375m and underlying operating profit
within the range of £210-235m, all stated at constant currency
based on average rates for 2023.
Non-underlying operating items
Items which are not considered
reflective of the normal trading performance of the business, and
are exceptional because of their size, nature or incidence, are
treated as non-underlying operating items and disclosed
separately.
The non-underlying operating items included in the
net debit of £0.3m are summarised below:
- Impairment of property, plant and equipment and right-of-use
assets: the Group has carried out
impairment reviews where indications of impairment have been
identified. These impairment reviews compared the value-in-use of
individual sites, based on management's current assumptions
regarding future trading performance, to the carrying values of the
associated assets. Following this review, £11.0m impairment charges
for Ireland and Netherlands have been recognised, which include an
impairment of right-of-use assets of £1.8m. These impairments were
driven by localised developments in Ireland and Netherlands which
were not pervasive to the rest of the countries.
- Gain
on lease derecognition: the Group has recognised a credit
relating to the renegotiation of a concession contract in the APAC
and EEME region, such that the contract now falls outside the scope
of IFRS 16. This has resulted in the derecognition of both the
right of use asset and the lease liability, with the net impact on
the income statement being a £8.9m credit.
-
Repayment of historical legal fees and release of legal provision:
as a result of the successful resolution of a legal matter we have
recognised £3.7m in repaid legal fees in the period as well as the
release of a provision of £2.0m relating to the case.
-
Other non-underlying expenses: we have incurred £3.9m in other
non-underlying costs, principally relating to the various
acquisitions completed and announced in the period.
Regional performance
This section summarises the
Group's performance across its four operating segments. For full
details of our key reporting segments, please refer to note 2 on
page 33.
North
America
|
H1 2024
£m
|
H1
2023 £m
|
Change
|
Actual
currency
|
Constant
currency
|
LFL
|
Revenue
|
369.7
|
299.9
|
23.3%
|
29.4%
|
7.9%
|
Underlying operating
profit
|
29.2
|
22.4
|
30.4%
|
|
|
Operating profit
|
27.9
|
21.2
|
31.6%
|
|
|
- EBITDA was £48.4m (H1 2023: £35.2m) and Underlying operating
profit was £25.7m (H1 2023: £17.4m) on a pre-IFRS 16
basis.
First half revenue of £369.7m increased by 29.4% on
a constant currency basis, including like-for-like growth of 7.9%
and contributions from net contract gains of 8.2% and acquisitions
of 13.3%. At actual exchange rates first half revenue increased by
23.3%.
Revenue during the first quarter
increased by 30.5% on a constant currency basis, including strong
like-for-like growth of 10.2% and a contribution of 20.3% from net
gains and acquisitions, including a c.10% benefit from the Midfield
Concessions business, with the final airport transferring in
November 2023.
Overall sales growth in the second
quarter remained at a similar level (up 28.4% year-on-year), but
with slightly lower like-for-like growth of 5.6%, reflecting
supply-side airline capacity constraints in several airports, as
well as strengthening prior year comparatives over the Spring break
holiday period. Growth from net gains and acquisitions strengthened
to 22.8%, helped by a full quarter of sales from the ECG
acquisition in Canada and the commencement of trading in the
recently acquired operations in Atlanta.
The underlying operating profit
for the period was £29.2m, compared to £22.4m in the prior year,
and the reported operating profit was £27.9m (2023: £21.2m).
Non-underlying operating items comprised transaction costs
totalling £1.3m. On a pre-IFRS 16 basis, the underlying operating
profit was £25.7m, which compared to £17.4m last year, an increase
of c.48%.
Continental
Europe
|
H1 2024
£m
|
H1
2023 £m
|
Change
|
Actual
currency
|
Constant
currency
|
LFL
|
Revenue
|
532.8
|
494.9
|
7.7%
|
10.6%
|
8.7%
|
Underlying operating
(loss)/profit
|
(5.5)
|
4.1
|
-234.1%
|
|
|
Operating (loss)/profit
|
(10.7)
|
4.1
|
-361.0%
|
|
|
- EBITDA was £6.3m (H1 2023: £17.2m) and Underlying operating loss
was £16.3m (H1
2023 loss: £3.0m) on a pre-IFRS 16 basis.
Revenue in Continental Europe of
£532.8m in the first half increased by 10.6% on a constant currency
basis, including like-for-like growth of 8.7% and a contribution of
1.9% from net gains. At actual exchange rates first half
revenue increased by 7.7%.
Revenue during the first quarter
increased by 13.3% on a constant currency basis, including strong
like-for-like growth of 11.5% and a further 1.8% from net gains.
The like-for-like growth included a particularly strong performance
in Spain, driven by strong passenger numbers during the extended
summer holiday season which stretched into the autumn.
During the second quarter, revenue
growth moderated to 7.8%, including like-for-like growth of 5.8%.
As well as reflecting strengthening prior year comparatives, this
weaker like-for-like growth included an impact from increased
levels of industrial action, particularly in the rail channel in
Germany and France.
The underlying operating loss for
the period was £5.5m (2023: £4.1m profit), with a reported
operating loss of £10.7m (2023: £4.1m profit). Non-underlying
operating items comprised impairments of property, plant and
equipment (£4.7m) and right-of-use assets (£0.5m) relating to the
Netherlands. On a pre-IFRS 16 basis, the underlying operating loss
was £16.3m, which compared to an underlying operating loss of £3.0m
last year. Profitability (pre-IFRS 16 EBITDA of £6.3m compared to
£17.2m in the prior year) in this region was significantly impacted
in the first half by high levels of renewal activity and related
disruption and pre-opening costs in the air channel, particularly
in the Nordic countries, together with the greater levels of
industrial action, principally impacting the rail channel. The
year-on-year impact of renewal activity is expected to ease in the
second half as we reach the anniversary of the ramp up of
activity.
UK (including Republic of
Ireland)
|
H1 2024
£m
|
H1
2023 £m
|
Change
|
Actual
currency
|
Constant
currency
|
LFL
|
Revenue
|
392.1
|
328.5
|
19.4%
|
19.6%
|
14.7%
|
Underlying operating
profit
|
19.5
|
18.1
|
7.7%
|
|
|
Operating profit
|
13.9
|
18.0
|
-22.8%
|
|
|
- EBITDA was £26.5m (H1 2023: £23.2m) and Underlying operating
profit was £16.7m (H1 2023: £16.0m) on a pre-IFRS 16
basis.
First half revenue in the UK of
£392.1m increased by 19.6% on a constant currency basis, including
like-for-like growth of 14.7% and a contribution of 4.9% from net
gains. At actual exchange rates first half revenue increased
by 19.4%.
Revenue during the first quarter
increased by 22.8% on a constant currency basis, including strong
like-for-like growth of 17.1% and a further 5.7% from net gains.
The like-for-like growth reflected encouraging passenger numbers in
the air channel and a further improvement in rail passenger volumes
as commuters continued to return to work in offices, as well as a
slightly lower incidence of strike action compared to last year.
Overall revenue growth in the second quarter remained strong (up
16.1% year-on-year), and like-for-like growth of 12.1% remained
robust, despite ongoing industrial action throughout the
quarter.
The underlying operating profit
for the first half of the financial year for the UK was £19.5m
(2023: £18.1m), with a reported operating profit of £13.9m (2023:
£18.0m). Operating margin was impacted by the pre-opening costs and
disruption arising from the renewal programme at a number of major
sites during the first half. Non-underlying operating items
included impairments of property, plant and equipment (£4.0m) and
right-of-use assets (£1.4m) relating to our operations in Ireland.
On a pre-IFRS 16 basis, the underlying operating profit was £16.7m,
which compared to £16.0m last year.
APAC and
EEME
|
H1 2024
£m
|
H1
2023 £m
|
Change
|
Actual
currency
|
Constant
currency
|
LFL
|
Revenue
|
222.6
|
195.1
|
14.1%
|
22.1%
|
20.2%
|
Underlying operating
profit
|
35.1
|
31.3
|
12.1%
|
|
|
Operating profit
|
42.4
|
31.3
|
35.5%
|
|
|
- EBITDA was £39.5m (H1 2023: £34.1m) and Underlying operating
profit was £31.6m
(H1 2023: £27.5m) on a pre-IFRS 16 basis.
Revenue in the APAC and EEME
region of £222.6m increased by 22.1% on a constant currency basis,
including like-for-like growth of 20.2% and a contribution of 1.9%
from net gains. At actual exchange rates first half revenue
increased by 14.1%.
Revenue during the first quarter
increased by 25.2% on a constant currency basis, including
like-for-like growth of 23.4% and a further 1.8% from net gains.
The like-for-like growth reflected further improvements in
passenger numbers across the Asia Pacific region, most notably in
India.
Although the prior year
comparatives continued to strengthen throughout the second quarter,
overall revenue growth of 19.2% remained encouraging, driven by
further like-for-like growth of 17.1%, helped by a further recovery
in passenger numbers across the region, and despite a slower than
expected recovery in Hong Kong, where Chinese inbound passengers
remain below pre-Covid 19 levels. Net gains of 2.1% in the quarter
and 1.9% for the half included the impact of contract losses in
China following our decision to exit our remaining airports in
mainland China.
The underlying operating profit
for the period was £35.1m (2023: £31.3m), and the
reported operating profit was £42.4m (2023: £31.3m).
Non-underlying operating items comprised a gain
on derecognition of a lease of £8.9m offset by transaction costs of
£1.6m. On a pre-IFRS 16 basis, the
underlying operating profit was £31.6m, which compared to £27.5m in
the comparative period last year.
Share of profit of associates
The Group's underlying share of
profits of associates was £0.6m (2023: £2.4m profit). On an
underlying pre-IFRS 16 basis, the Group's share of profit from
associates was £1.1m (2023: £2.4m profit), with the year-on-year
reduction primarily reflecting start-up costs in Extime, our joint
venture with Aeroports de Paris.
Net finance costs
The underlying net finance expense
for the first half of the financial year was £46.5m (2023: £38.0m), which includes
interest on lease liabilities of £30.0m (2023: £24.0m). The
reported net finance expense under IFRS 16 was £45.5m (2023: £35.2m).
On a pre-IFRS 16 basis, underlying
net finance costs were higher than the prior year at
£16.5m (2023:
£14.0m), as expected given the higher average net debt this year
compared to last.
Including the additional interest
cost arising from the ARE acquisition in Australia, as well as
reflecting the current market expectations for interest rates in
the second half, we expect underlying pre-IFRS 16 net finance costs
for the full year to be in the region of £40m.
Taxation
The Group's underlying tax charge
for the period was £2.7m (2023: £3.8m), representing an effective
tax rate of 22.3% (2023: 22.6%) of underlying profit before tax. On
a reported basis, the tax charge for the period was £4.6m (2023:
£4.1m) representing an effective tax rate of 35.9% (2023:
25.9%).
The Group's tax rate is sensitive
to the geographic mix of profits and losses and reflects a
combination of higher rates in certain jurisdictions, as well as
the impact of losses in some countries for which no deferred tax
asset is recognised. Looking forward, we expect the underlying tax
rate to be around 22-23%.
As reported last year, OECD Pillar
Two legislation has been enacted in the UK, introducing a global
minimum effective tax rate of 15%. The Group's first accounting
period to which these rules will apply is the year ended 30
September 2025. The Group is actively working to fully understand
the impact of the new rules but currently does not expect them to
have a material impact on the Group's operations or
results.
Non-controlling interests
The profit attributable to
non-controlling interests was £18.7m (2023: £21.7m). On a pre-IFRS
16 basis the profit attributable to non-controlling interests was
£25.0m (2023: £24.0m), with the year-on-year increase primarily
reflecting strong year-on-year profit growth in our TFS joint
venture in India. An analysis of the non-controlling interest
charge in each half year is set out below.
On a pre-IFRS 16 basis
|
H1 2024
£m
|
H1
2023 £m
|
|
|
North America
|
9
|
10
|
|
APAC & EEME
|
16
|
14
|
|
- India
|
13
|
11
|
|
- Other
|
3
|
3
|
|
Group
|
25
|
24
|
|
In North America, the profit
attributable to non-controlling interests reduced marginally
year-on-year, reflecting relatively stronger profit growth
in airports with lower JV shares and airline
capacity constraints and challenging prior year comparatives in
several airports where we operate joint ventures with high minority
shares. In addition, we have seen strong growth in Canada,
where we own 100% of the business.
For the full year, our previous planning assumptions
for non-controlling interests remain unchanged, and we therefore
expect the profit attributable to non-controlling interests to
increase year-on-year by between 15% and 25%, in line with our
expectations for profit growth in our businesses with joint venture
partners.
Loss per share
The Group's underlying loss per
share was 1.2 pence per share (2023: 1.1 pence per share), and its
reported loss per share was 1.3 pence per share (2023: 1.3 pence
per share).
On a pre-IFRS 16 basis the
underlying loss per share was 1.0 pence per share (2023: 0.8 pence
per share).
Dividends
The
Board has declared an interim dividend of 1.2 pence per share (H1
2023: nil), with a view to maintaining the pay-out ratio for the
full year at between 30% and 40% of underlying pre-IFRS 16 earnings
per share, and with the interim dividend representing approximately
one third of the expected full year dividend, based on our Planning
Assumptions. The dividend will be paid on 28 June 2024 to
shareholders registered on 31 May 2024. The ex-dividend date will
be 30 May 2024.
Free Cash flow
The table below presents a summary of the Group's
free cash outflow for the first half of 2024:
|
H1 2024
£m
|
H1
2023
£m
|
Underlying operating
profit1
|
37.7
|
34.4
|
Depreciation and
amortisation
|
67.8
|
56.1
|
Working capital
|
(65.9)
|
(50.7)
|
Net tax payments
|
(15.5)
|
(12.0)
|
Acquisitions, net of cash
received
|
(58.9)
|
(2.8)
|
Other
|
4.5
|
3.0
|
Dividend
|
(19.9)
|
-
|
Capital
expenditure2
|
(143.9)
|
(94.3)
|
Net dividends to non-controlling
interests and from associates
|
(24.3)
|
(23.5)
|
Net finance costs
|
(21.7)
|
(28.3)
|
Free cash outflow
|
(240.1)
|
(118.1)
|
1 Presented on an underlying pre-IFRS 16 basis (refer to pages
18 - 21 for details)
2 Capital expenditure is net of cash capital contributions
received from non-controlling interests of £7.9m (2023:
£12.9m)
The Group's free cash outflow
during the first half year was £240.1m, an increase from the
£118.1m outflow in the first half of the prior year, reflecting the
previously anticipated higher levels of capital expenditure in
2024, as well as the impact of the completed acquisitions. The
first half cash outflow also included the impact of the
reinstatement of the Group's ordinary dividend in 2023, with a full
year dividend for the prior year paid to shareholders in February
2024.
Capital expenditure was £143.9m, a
significant increase compared to £94.3m in the prior year as we
expanded our capital expenditure programmes across the Group in
order to mobilise our significant pipeline of new business. As we
indicated in December, we are currently planning for capital
expenditure of around £280m in the current financial year.
Acquisition costs of £58.9m in the first half included the
consideration paid for the remaining part of the Midfield
Concessions business, as well as the acquisitions of ECG in Canada
and of the Mack II business in Atlanta.
The seasonal working capital usage of £65.9m in the
first half (2023: £50.7m outflow) was slightly higher than in
previous years, driven by the further reduction of the Group's
deferred liabilities from the Covid-19 period. For the second half
year we anticipate a normal cash inflow as a consequence of an
increase in the negative working capital in the business during the
peak summer trading period. For the year as a whole, as indicated
in December, we anticipate working capital to be broadly neutral in
terms of cash flow, with the benefit of the expected sales increase
broadly offset by the unwind of deferred liabilities in the first
half.
Net corporation tax payments of
£15.5m (2023: £12.0m) and net dividends paid to non-controlling
interests (net of receipts from associates) of £24.3m (2023:
£23.5m) remained at broadly similar levels year-on-year. Net
finance costs paid of £21.7m were significantly lower than in the
first half of the prior year (2023: £28.3m), as the comparative
include the payment of deferred interest liabilities in respect of
the Group's US Private Placement notes.
Net debt
Overall net debt increased by
£226.6m to £618.8m on a pre-IFRS 16 basis, largely reflecting the free cash
outflow in the year of £240.1m as detailed above. On a reported
basis under IFRS 16, net debt was £1,632.9m (30 September 2023:
£1,420.9m), including lease liabilities of £1,014.1m (30 September
2023: £1,028.7m).
Based on the pre-IFRS 16 net debt
of £618.8m at 31 March 2024, leverage (Net debt/EBITDA) increased
to approximately 2.1x from 1.4x at 30 September 2023. Looking ahead to September
2024 and reflecting the recently completed acquisition of the ARE
business in Australia, we expect leverage to be towards the upper
end of target range of 1.5x to 2.0x.
The table below highlights the
movements in net debt in the year on a pre-IFRS 16
basis.
|
£m
|
Net debt excluding lease
liabilities at 1 October 2023 (Pre-IFRS 16 basis)
|
(392.2)
|
Free cash flow
|
(240.1)
|
Impact of foreign exchange
rates
|
6.3
|
Other non-cash
movements
|
7.2
|
Net debt excluding lease liabilities at 31 March 2024
(Pre-IFRS 16 basis)
|
(618.8)
|
Lease liabilities
|
(1,014.1)
|
Net debt including lease liabilities at 31 March 2024 (IFRS
16 basis)
|
(1,632.9)
|
|
Alternative Performance Measures
The Directors use alternative
performance measures for analysis as they believe these measures
provide additional useful information on the underlying trends,
performance and position of the Group. The alternative performance
measures are not defined by IFRS and therefore may not be directly
comparable with other companies' performance measures and are not
intended to be a substitute for IFRS measures.
1. Revenue measures
As the Group is present in 37
countries, it is exposed to translation risk on fluctuations in
foreign exchange rates, and as such the Group's reported revenue
and operating profit / loss will be impacted by movements in actual
exchange rates. The Group presents its financial results on a
constant currency basis in order to eliminate the effect of foreign
exchange rates and to evaluate the underlying performance of the
Group's businesses. The table below reconciles reported revenue to
constant currency sales.
(£m)
|
North
America
|
Continental Europe
|
UK
|
APAC and
EEME
|
Total
|
H1 2024 Revenue at actual rates by
region
|
369.7
|
532.8
|
392.1
|
222.6
|
1,517.2
|
Impact of foreign
exchange
|
7.9
|
6.5
|
0.2
|
8.6
|
23.2
|
H1 2024 Revenue at constant
currency1
|
377.6
|
539.3
|
392.3
|
231.2
|
1,540.4
|
|
|
|
|
|
|
H1 2023 Revenue at constant rates
by region
|
291.7
|
487.4
|
328.1
|
189.3
|
1,296.5
|
|
|
|
|
|
|
Constant currency sales
growth
|
29.4%
|
10.6%
|
19.6%
|
22.1%
|
18.8%
|
|
|
|
|
|
|
Which is made up of:
|
|
|
|
|
|
Like-for-like sales
growth2
|
7.9%
|
8.7%
|
14.7%
|
20.2%
|
11.6%
|
Net contract
gains34
|
21.5%
|
1.9%
|
4.9%
|
1.9%
|
7.2%
|
|
|
|
|
|
|
Total constant currency sales
growth
|
29.4%
|
10.6%
|
19.6%
|
22.1%
|
18.8%
|
1 Constant currency is based on average 2023 exchange rates
weighted over the financial year by 2023 results.
2 Like-for-like sales represent revenues generated in an
equivalent period in each financial year in outlets which have been
open for a minimum of 12 months. Like-for-like sales are presented
on a constant currency basis.
3 Revenue in outlets which have been open for less than 12
months and prior period revenues in respect of closed outlets are
excluded from like-for-like sales and classified as contract gains.
Net contract gains/(losses) are presented on a constant currency
basis.
4 The impact of the acquisitions has been included in net
contract gains.
2. Non-underlying items
The Group presents underlying
profit/(loss) measures, including operating profit/(loss),
profit/(loss) before tax, and earnings/(loss) per share, which
exclude a number of items which are not considered reflective of
the normal trading performance of the business, and are considered
exceptional because of their size, nature or incidence. The table
below provides a breakdown of the non-underlying items in both the
current and prior year.
|
Non-underlying items
|
|
IFRS 16
H1
2024
£m
|
IFRS 16
H1
2023
£m
|
Operating costs
|
|
|
Impairment of property, plant and
equipment
|
(9.2)
|
-
|
Impairment of right-of-use
assets
|
(1.8)
|
-
|
Gain on derecognition of
leases
|
8.9
|
-
|
Repayment of legal costs and
release of legal provision
|
5.7
|
-
|
Other non-underlying operating
costs
|
(3.9)
|
(3.8)
|
|
(0.3)
|
(3.8)
|
|
|
|
Effective interest rate
adjustments
|
1.4
|
2.8
|
Refinancing fees
|
(0.4)
|
-
|
Tax charge on non-underlying
items
|
(1.9)
|
(0.3)
|
Total non-underlying items
|
(1.2)
|
(1.3)
|
Further details of the
non-underlying operating items have been provided in the Financial
Review section on page 11. Furthermore, a reconciliation from the
underlying to the statutory reported basis is presented
below:
|
H1 2024 (IFRS
16)
|
|
H1 2023
(IFRS 16)
|
|
Underlying
|
Non-underlying
Items
|
Total
|
|
Underlying
|
Non-underlying
Items
|
Total
|
Operating profit/(loss)
(£m)
|
58.0
|
(0.3)
|
57.7
|
|
52.4
|
(3.8)
|
48.6
|
Operating margin
|
3.8%
|
0.0%
|
3.8%
|
|
4.0%
|
(0.3)%
|
3.7%
|
Profit/(loss) before tax
(£m)
|
12.1
|
0.7
|
12.8
|
|
16.8
|
(1.0)
|
15.8
|
Loss per share (p)
|
(1.2)
|
(0.1)
|
(1.3)
|
|
(1.1)
|
(0.2)
|
(1.3)
|
3. Pre-IFRS 16 basis
In addition to our reported
results under IFRS 16 we have decided to also maintain the
reporting of our profit and other key KPIs like net-debt on a
pre-IFRS 16 basis. This is because the pre-IFRS 16 profit is
consistent with the financial information used to inform business
decisions and investment appraisals. It is our view that presenting
the information on a pre-IFRS 16 basis will provide a useful and
necessary basis for understanding the Group's results. As such,
commentary has also been included in the Business Review, Financial
Review and other sections with reference to underlying profit
measures computed on a pre-IFRS 16 basis.
A reconciliation of key underlying
profit measures to 'Pre-IFRS 16' numbers is presented
below:
|
|
Six months
ended
|
Six
months ended
|
|
|
31 March
2024
|
31
March 2023
|
|
Notes
|
Underlying IFRS
16
£m
|
Impact of IFRS
16
£m
|
Underlying
Pre-IFRS
16
£m
|
Underlying IFRS 16
£m
|
Impact
of IFRS 16
£m
|
Underlying
Pre-IFRS
16
£m
|
Revenue
|
2
|
1,517.2
|
-
|
1,517.2
|
1,318.4
|
-
|
1,318.4
|
Operating costs
|
4
|
(1,459.2)
|
(20.3)
|
(1,479.5)
|
(1,266.0)
|
(18.0)
|
(1,284.0)
|
|
|
|
|
|
|
|
|
Operating profit/(loss)
|
|
58.0
|
(20.3)
|
37.7
|
52.4
|
(18.0)
|
34.4
|
Share of profit from
associates
|
|
0.6
|
0.5
|
1.1
|
2.4
|
-
|
2.4
|
Finance income
|
5
|
8.9
|
-
|
8.9
|
11.2
|
-
|
11.2
|
Finance expense
|
5
|
(55.4)
|
30.0
|
(25.4)
|
(49.2)
|
24.0
|
(25.2)
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
12.1
|
10.2
|
22.3
|
16.8
|
6.0
|
22.8
|
|
|
|
|
|
|
|
|
Taxation
|
|
(2.7)
|
(2.4)
|
(5.1)
|
(3.8)
|
(1.3)
|
(5.1)
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
9.4
|
7.8
|
17.2
|
13.0
|
4.7
|
17.7
|
|
|
|
|
|
|
|
|
(Loss)/Profit attributable to:
|
|
|
|
|
|
|
|
Equity holders of the
parent
|
|
(9.3)
|
1.5
|
(7.8)
|
(8.7)
|
2.4
|
(6.3)
|
Non-controlling
interests
|
|
18.7
|
6.3
|
25.0
|
21.7
|
2.3
|
24.0
|
Profit for the period
|
|
9.4
|
7.8
|
17.2
|
|
13.0
|
4.7
|
17.7
|
Loss per share (pence):
|
|
|
|
|
|
|
|
-
Basic
|
3
|
(1.2)
|
|
(1.0)
|
(1.1)
|
|
(0.8)
|
-
Diluted
|
3
|
(1.2)
|
|
(1.0)
|
(1.1)
|
|
(0.8)
|
|
|
|
|
|
|
|
|
|
|
Underlying operating profit is
£20.3m lower on a pre-IFRS 16 basis, as adding back the
depreciation of the right-of-use assets of £111.8m does not fully
offset the recognition of fixed rents of £132.1m. Profit before tax
is £10.2m higher on a pre-IFRS 16 basis as a result of adding back
£30.0m in finance charges on lease liabilities and £0.5m relating
to associates. The impact of IFRS 16 on net debt is primarily the
recognition of the lease liability balance.
Pre-IFRS 16 basis underlying
EBITDA is a key measure of profitability for the Group. A
reconciliation to pre-IFRS 16 basis underlying operating profit for
the period is presented below:
|
Six months
ended
31 March
2024
£m
|
Six months
ended
31 March
2023
£m
|
Pre-IFRS 16 underlying
EBITDA
|
105.5
|
90.5
|
Depreciation of property, plant
and equipment
|
(62.6)
|
(51.3)
|
Amortisation of intangible
assets
|
(5.2)
|
(4.8)
|
Pre-IFRS 16 underlying operating profit
|
37.7
|
34.4
|
Furthermore, a reconciliation from
pre-IFRS 16 underlying operating profit for the year to the
statutory profit for the period is as follows:
|
Six months
ended
31 March
2024
£m
|
Six
months ended
31 March
2023
£m
|
|
Pre-IFRS 16 underlying operating
profit for the period
|
37.7
|
34.4
|
|
Depreciation of right-of-use
assets
|
(111.8)
|
(90.5)
|
|
Fixed rent on leases
|
132.1
|
106.1
|
|
Gain on derecognition of
leases
|
-
|
2.4
|
|
Non-underlying operating
profit/(costs) (note 4)
|
(0.3)
|
(3.8)
|
|
Underlying share of profit from
associates
|
0.6
|
2.4
|
|
Net finance expense
|
(46.5)
|
(38.0)
|
|
Non-underlying finance credit (note
5)
|
1.0
|
2.8
|
|
Taxation
|
(4.6)
|
(4.1)
|
|
Profit for the year
|
8.2
|
11.7
|
A reconciliation of underlying
operating profit to profit before and after tax is provided as
follows:
|
Six months
ended
31 March
2024
£m
|
Six
months ended
31 March
2023
£m
|
Underlying operating
profit
|
58.0
|
52.4
|
Non-underlying operating
profit/(costs) (note 4)
|
(0.3)
|
(3.8)
|
Underlying share of profit from
associates
|
0.6
|
2.4
|
Finance income
|
8.9
|
11.2
|
Finance expense
|
(55.4)
|
(49.2)
|
Non-underlying finance credit
(note 5)
|
1.0
|
2.8
|
Profit before tax
|
12.8
|
15.8
|
Taxation
|
(4.6)
|
(4.1)
|
Profit after tax
|
8.2
|
11.7
|
4. Liquidity and cashflow
Liquidity remains a key KPI for the Group.
Available liquidity at 31 March 2024 has been computed as
£358.2m,
comprising cash and cash equivalents of £190.4m, and undrawn credit
facilities of £167.8m. Since the half year, the Group issued
US Private Placement notes (the 'Notes') of EUR240m (equivalent to
approximately £205m) significantly increasing the available
liquidity.
A reconciliation of free cashflow
to underlying operating profit/(loss) is shown on page
16.
Principal risks
The principal risks facing the
Group for the remainder of the year are unchanged from those
reported in the 2023 Annual Report and Accounts.
These risks, together with the
Group's risk management process, are detailed on pages
70 to
77 of the Annual Report
and Accounts 2023, and relate to the
following areas: Business environment,
geo-political uncertainty and terrorism threat, Availability of
labour and wage inflation, Supply chain disruption and product cost
inflation, Health and food safety,
Information security and stability, Compliance, Mobilisation of
pipeline, The competition landscape, changing client behaviours and
client retention, Insufficient senior capability at Group and
country level, Benefits realisation from efficiency programmes,
Sustainability, Innovation of brand portfolio & changing
customer demands, Merger and acquisition activity, and Expansion
into new markets.
Responsibility statement of the directors in respect of the
half-yearly financial report
We confirm that to the best of our knowledge:
-
the condensed set of financial statements has
been prepared in accordance with IAS 34 Interim Financial Reporting
as adopted for use in the UK;
- the interim management report includes a fair review of the
information required by:
·
DTR 4.2.7R of the Disclosure Guidance and
Transparency Rules, being an indication of important events that
have occurred during the first six months of the financial year and
their impact on the condensed set of financial statements; and a
description of the principal risks and uncertainties for the
remaining six months of the year; and
· DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
On behalf of the Board
Patrick Coveney
Jonathan Davies
Chief Executive
Officer
Deputy Chief Executive Officer and Chief Financial
Officer
20 May
2024
20 May 2024
INDEPENDENT REVIEW REPORT TO SSP GROUP plc
We have been engaged by the
company to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 31 March 2024
which comprises the condensed
consolidated income statement, condensed consolidated statement of
other comprehensive income, condensed consolidated balance sheet,
condensed consolidated statement of changes in equity and condensed
consolidated cash flow statement, and the related
explanatory notes.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 31 March 2024 is not prepared, in all material
respects, in accordance with IAS 34 Interim Financial Reporting as adopted
for use in the UK and the Disclosure Guidance and Transparency
Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK
FCA").
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 Review of Interim Financial
Information Performed by the Independent Auditor of the
Entity ("ISRE (UK) 2410") issued for use in the UK. 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. We
read the other information contained in the half- yearly financial
report and consider whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed
set of financial statements.
A review is substantially less in
scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention that causes us to believe that
the directors have inappropriately adopted the going concern basis
of accounting, or that the directors have identified material
uncertainties relating to going concern that have not been
appropriately disclosed.
This conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410.
However, future events or conditions may cause the group to cease
to continue as a going concern, and the above conclusions are not a
guarantee that the group will continue in operation.
Directors' responsibilities
The half-yearly financial report
is the responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the half-yearly
financial report in accordance with the DTR of the UK
FCA.
As disclosed in note 1, the annual
financial statements of the group are prepared in accordance with
UK-adopted international accounting standards.
The directors are responsible for
preparing the condensed set of financial statements included in the
half-yearly financial report in accordance with IAS 34 as adopted
for use in the UK.
In preparing the condensed set of
financial statements, the directors are responsible for assessing
the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the group or to cease operations, or have no realistic
alternative but to do so.
Our responsibility
Our responsibility is to express
to the company a conclusion on the condensed set of financial
statements in the half-yearly financial report based on our review.
Our conclusion, including our conclusions relating to going
concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion section of
this report.
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the
company in accordance with the terms of our engagement to assist
the company in meeting the requirements of the DTR of the UK FCA.
Our review has been undertaken so that we might state to the
company those matters we are required to state to it in this report
and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
company for our review work, for this report, or for the
conclusions we have reached.
Lourens de Villiers
for and on behalf of KPMG
LLP
Chartered Accountants 15 Canada
Square London, E14 5GL
20 May 2024
Condensed consolidated income statement
(Unaudited)
for the six months ended 31
March 2024
|
|
Six months ended 31 March
2024
|
Six
months ended 31 March 2023
|
|
Notes
|
Underlying1
|
Non-underlying
items
|
Total
|
Underlying1
|
Non-underlying items
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
Revenue
|
|
1,517.2
|
-
|
1,517.2
|
1,318.4
|
-
|
1,318.4
|
Operating costs
|
4
|
(1,459.2)
|
(0.3)
|
(1,459.5)
|
(1,266.0)
|
(3.8)
|
(1,269.8)
|
Operating profit / (loss)
|
|
58.0
|
(0.3)
|
57.7
|
52.4
|
(3.8)
|
48.6
|
|
|
|
|
|
|
|
|
Share of profit of
associates
|
|
0.6
|
-
|
0.6
|
2.4
|
-
|
2.4
|
Finance income
|
5
|
8.9
|
-
|
8.9
|
11.2
|
-
|
11.2
|
Finance expense
|
5
|
(55.4)
|
1.0
|
(54.4)
|
(49.2)
|
2.8
|
(46.4)
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
12.1
|
0.7
|
12.8
|
16.8
|
(1.0)
|
15.8
|
|
|
|
|
|
|
|
|
Taxation
|
|
(2.7)
|
(1.9)
|
(4.6)
|
(3.8)
|
(0.3)
|
(4.1)
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period
|
|
9.4
|
(1.2)
|
8.2
|
13.0
|
(1.3)
|
11.7
|
|
|
|
|
|
|
|
|
(Loss)/
profit attributable to:
|
Equity holders of the
parent
|
|
(9.3)
|
(1.2)
|
(10.5)
|
(8.7)
|
(1.3)
|
(10.0)
|
Non-controlling
interests
|
|
18.7
|
-
|
18.7
|
21.7
|
-
|
21.7
|
Profit/(loss) for the period
|
|
9.4
|
(1.2)
|
8.2
|
13.0
|
(1.3)
|
11.7
|
|
|
|
|
|
|
|
|
Loss per share (p):
|
-
Basic
|
3
|
(1.2)
|
|
(1.3)
|
(1.1)
|
|
(1.3)
|
-
Diluted
|
3
|
(1.2)
|
|
(1.3)
|
(1.1)
|
|
(1.3)
|
1 Stated on an underlying basis, which excludes non-underlying
items as further explained in the section on Alternative
Performance Measures (APMs) on pages 18 - 21.
Condensed consolidated statement of other comprehensive
income (Unaudited)
for the six months ended 31
March 2024
|
Six months
ended
31 March
2024
|
Six
months ended
31 March 2023
|
|
£m
|
£m
|
|
|
|
Other comprehensive income / (expense)
|
|
|
|
|
|
Items that will never be reclassified to the income
statement
|
|
|
|
|
|
Remeasurements on defined benefit
pension schemes
|
0.7
|
(1.8)
|
Tax (charge) / credit relating to
items that will not be reclassified
|
(0.1)
|
0.4
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to the
income statement
|
|
|
|
|
|
Net gain on hedge of net investment
in foreign operations
|
11.4
|
31.3
|
Other foreign exchange translation
differences
|
(25.0)
|
(46.7)
|
Cash flow hedges - reclassified to
income statement
|
1.1
|
-
|
Tax credit / (charge) relating to
items that are or may be reclassified
|
1.0
|
(1.2)
|
|
|
|
Other comprehensive expense for the period
|
(10.9)
|
(18.0)
|
Profit for the period
|
8.2
|
11.7
|
|
|
|
Total comprehensive expense for the period
|
(2.7)
|
(6.3)
|
|
|
|
Total comprehensive (expense) / income attributable
to:
|
|
|
Equity shareholders
|
(18.5)
|
(17.2)
|
Non-controlling
interests
|
15.8
|
10.9
|
|
|
|
Total comprehensive expense for the period
|
(2.7)
|
(6.3)
|
Condensed consolidated balance sheet
(Unaudited)
as at 31 March
2024
|
Notes
|
31 March
2024
|
30 September
2023
|
|
|
|
£m
|
£m
|
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
|
657.1
|
586.9
|
|
Goodwill and intangible
assets
|
|
696.1
|
681.1
|
|
Right-of-use assets
|
|
950.4
|
931.5
|
|
Investments in
associates
|
|
24.1
|
16.2
|
|
Deferred tax assets
|
|
88.1
|
91.0
|
|
Other receivables
|
|
105.0
|
81.2
|
|
|
|
2,520.8
|
2,387.9
|
|
Current assets
|
|
|
|
|
Inventories
|
|
45.1
|
42.4
|
|
Tax receivable
|
|
6.0
|
6.0
|
|
Trade and other
receivables
|
|
141.7
|
158.6
|
|
Cash and cash
equivalents
|
8
|
190.4
|
303.3
|
|
|
|
383.2
|
510.3
|
|
|
|
|
|
|
Total assets
|
|
2,904.0
|
2,898.2
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Short-term borrowings
|
8
|
(148.2)
|
(12.6)
|
|
Trade and other payables
|
|
(680.5)
|
(741.1)
|
|
Tax payable
|
|
(8.0)
|
(23.3)
|
|
Lease liabilities
|
|
(257.0)
|
(252.3)
|
|
Provisions
|
|
(15.2)
|
(25.3)
|
|
|
|
(1,108.9)
|
(1,054.6)
|
|
Non-current liabilities
|
|
|
|
|
Long-term borrowings
|
8
|
(661.0)
|
(682.8)
|
|
Post-employment benefit
obligations
|
|
(10.7)
|
(10.5)
|
|
Lease liabilities
|
|
(757.1)
|
(776.4)
|
|
Other payables
|
|
(1.2)
|
(1.3)
|
|
Provisions
|
|
(32.4)
|
(30.7)
|
|
Deferred tax liabilities
|
|
(26.4)
|
(19.8)
|
|
|
|
(1,488.8)
|
(1,521.5)
|
|
|
|
|
|
|
Total liabilities
|
|
(2,597.7)
|
(2,576.1)
|
|
|
|
|
|
|
Net assets
|
|
306.3
|
322.1
|
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
|
8.6
|
8.6
|
|
Share premium
|
|
472.7
|
472.7
|
|
Capital redemption
reserve
|
|
1.2
|
1.2
|
|
Other reserves
|
|
(26.8)
|
(18.2)
|
|
Retained losses
|
|
(265.4)
|
(238.1)
|
|
|
|
|
|
|
Total equity shareholders'
funds
|
|
190.3
|
226.2
|
|
Non-controlling
interests
|
|
116.0
|
95.9
|
|
Total equity
|
|
306.3
|
322.1
|
|
Condensed consolidated statement of changes in equity
(Unaudited)
for the six months ended 31
March 2024
|
Share
capital
|
Share
premium
|
Capital redemption
reserve
|
Other
reserves1
|
Retained
losses
|
Total parent
equity
|
NCI
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
At
1 October 2022
|
8.6
|
472.7
|
1.2
|
(9.0)
|
(248.5)
|
225.0
|
86.0
|
311.0
|
(Loss)/profit for the
period
|
-
|
-
|
-
|
-
|
(10.0)
|
(10.0)
|
21.7
|
11.7
|
Other comprehensive income /
(expense) for the period
|
-
|
-
|
-
|
(5.8)
|
(1.4)
|
(7.2)
|
(10.8)
|
(18.0)
|
Capital contributions from
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
5.8
|
5.8
|
Dividends paid to NCI
|
-
|
-
|
-
|
-
|
-
|
-
|
(24.3)
|
(24.3)
|
Share-based payments
|
-
|
-
|
-
|
-
|
2.9
|
2.9
|
-
|
2.9
|
At
31 March 2023
|
8.6
|
472.7
|
1.2
|
(14.8)
|
(257.0)
|
210.7
|
78.4
|
289.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
1 October 2023
|
8.6
|
472.7
|
1.2
|
(18.2)
|
(238.1)
|
226.2
|
95.9
|
322.1
|
(Loss)/profit for the
period
|
-
|
-
|
-
|
-
|
(10.5)
|
(10.5)
|
18.7
|
8.2
|
Other comprehensive income /
(expense) for the period
|
-
|
-
|
-
|
(8.6)
|
0.6
|
(8.0)
|
(2.9)
|
(10.9)
|
Capital contributions from
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
25.7
|
25.7
|
Dividends paid to NCI
|
-
|
-
|
-
|
-
|
-
|
-
|
(27.8)
|
(27.8)
|
Purchase of additional stake in
subsidiary
|
-
|
-
|
-
|
-
|
(6.4)
|
(6.4)
|
6.4
|
-
|
Transaction with NCI
|
-
|
-
|
-
|
-
|
6.2
|
6.2
|
-
|
6.2
|
Dividends paid to
shareholders
|
-
|
-
|
-
|
-
|
(19.9)
|
(19.9)
|
-
|
(19.9)
|
Share-based payments
|
-
|
-
|
-
|
-
|
2.7
|
2.7
|
-
|
2.7
|
At
31 March 2024
|
8.6
|
472.7
|
1.2
|
(26.8)
|
(265.4)
|
190.3
|
116.0
|
306.3
|
|
|
|
|
|
|
|
|
|
1 The other reserves include the translation reserve.
Condensed consolidated cash flow statement
(Unaudited)
for the six months ended 31
March 2024
|
Notes
|
Six months ended
31 March 2024
|
Six
months ended
31 March 2023
|
|
|
£m
|
£m
|
Cash flows from operating activities
|
|
|
|
Cash flow from
operations
|
6
|
179.0
|
168.4
|
Tax paid
|
|
(15.5)
|
(12.0)
|
Net cash flows from operating activities
|
|
163.5
|
156.4
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Dividends received from
associates
|
|
3.5
|
0.7
|
Interest received
|
|
2.3
|
3.7
|
Purchase of property, plant and
equipment
|
|
(136.1)
|
(104.8)
|
Purchase of other intangible
assets
|
|
(15.7)
|
(2.3)
|
Acquisitions, net of cash and cash
equivalents acquired
|
|
(58.9)
|
(2.8)
|
Net cash flows from investing activities
|
|
(204.9)
|
(105.5)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Repayment of the Term Loan and USPP
facility
|
|
-
|
(40.5)
|
Drawdown on revolving credit
facility (RCF)
|
|
136.4
|
-
|
Net repayment of other bank
facilities
|
|
(6.4)
|
(6.9)
|
Loans taken from/(repaid to)
non-controlling interests
|
|
2.8
|
(0.9)
|
Payment of lease liabilities -
principal
|
|
(104.1)
|
(101.6)
|
Payment of lease liabilities -
interest
|
|
(30.0)
|
(24.0)
|
Interest paid excluding interest on
lease liabilities
|
|
(23.6)
|
(32.0)
|
Dividends paid to non-controlling
interests
|
|
(27.8)
|
(24.3)
|
Capital contribution from
non-controlling interests
|
|
7.9
|
12.9
|
Capital contributions into
associates
|
|
(0.8)
|
-
|
Fees paid as part of the Group's
debt modifications
|
|
(0.4)
|
-
|
Dividends paid to equity
shareholders
|
|
(19.9)
|
-
|
Net cash flows from financing activities
|
|
(65.9)
|
(217.3)
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
(107.3)
|
(166.4)
|
|
|
|
|
Cash and cash equivalents at
beginning of the period
|
|
303.3
|
543.6
|
Effect of exchange rate
fluctuations on cash and cash equivalents
|
|
(5.6)
|
(12.6)
|
Cash and cash equivalents at end of the
period
|
|
190.4
|
364.6
|
|
|
|
|
Reconciliation of net cash flow to movement in net
debt
|
|
|
|
Net decrease in cash in the
period
|
|
(107.3)
|
(179.0)
|
Repayment of Term Loan and USPP
facility
|
|
-
|
40.5
|
Drawdown on revolving credit
facility (RCF)
|
|
(136.4)
|
-
|
Cash outflow from other changes in
debt
|
|
3.6
|
7.8
|
Change in net debt resulting from
cash flows, excluding lease liabilities
|
|
(240.1)
|
(130.7)
|
Translation differences
|
|
6.3
|
32.2
|
Other non-cash changes
|
|
7.2
|
2.9
|
|
|
|
|
Increase in net debt excluding lease liabilities in the
period
|
|
(226.6)
|
(95.6)
|
Net debt at beginning of the period
|
|
(392.2)
|
(296.5)
|
Net debt excluding lease liabilities at end of the
period
|
|
(618.8)
|
(392.1)
|
Lease liabilities at end of the
period
|
|
(1,014.1)
|
(808.7)
|
Net debt including lease liabilities at end of the
period
|
|
(1,632.9)
|
(1,200.8)
|
Notes to the unaudited financial statements
1 Basis of preparation and
accounting policies
1.1 Basis of preparation
This condensed set of financial
statements has been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted for use in the UK.
The annual financial statements of
the Group are prepared in accordance with UK-adopted international
accounting standards. As required by the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, the
condensed set of financial statements has been prepared applying
the accounting policies and presentation that were applied in the
preparation of the Group's published consolidated financial
statements for the year ended 30 September 2023. Those accounts
were reported upon by the Group's auditors and delivered to the
Registrar of Companies. The report of the auditors was unqualified
and did not contain statements under Section 498 (2) or (3) of the
Companies Act 2006. The comparative figures for the six months
ended 31 March 2023 are not the Group's statutory accounts for that
financial year.
The Group has applied the
mandatory temporary exception to recognising and disclosing
information about deferred tax assets and liabilities arising from
Pillar 2 income taxes.
These condensed financial
statements are presented in Sterling and, unless stated otherwise,
rounded to the nearest £0.1 million. The financial statements are
prepared on the historical cost basis.
Except as described below, the
accounting policies adopted in the preparation of these condensed
consolidated half yearly financial statements to 31 March 2024 are
consistent with the accounting policies applied by the Group in its
consolidated financial statements as at, and for the year ended, 30
September 2023 as required by the Disclosure and Transparency Rules
of the UK's Financial Conduct Authority.
1.2 Going concern
These financial statements are
prepared on a going concern basis.
The Board has reviewed the Group's
financial forecasts as part of the preparation of its financial
statements, including cash flow forecasts prepared for a period of
16 months from the date of approval of these financial statements
and taking into consideration a number of different scenarios.
Whilst cash flow forecasts have been prepared for a period of 16
months to coincide with the Group's 2025 financial year end, the
period of assessment for going concern purposes is assessed as
being 12 months from the date of approval of these interim
financial statements ("the going concern period"). Having carefully
reviewed these forecasts, the Directors have concluded that it is
appropriate to adopt the going concern basis of accounting in
preparing these financial statements for the reasons set out
below.
In making the going concern
assessment, the Directors have considered forecast cash flows and
the liquidity available over the going concern period. In doing so
they assessed a number of scenarios, including a base case scenario
and a plausible downside scenario. The base case scenario reflects
an expectation of a continuing growth in passenger numbers in most
of our key markets during the forecast period, augmented by the
ongoing roll-out of our new business pipeline.
With some uncertainty surrounding
the economic and geo-political environment over the next twelve
months, a downside scenario has also been modelled, applying severe
but plausible assumptions to the base case. This downside scenario
reflects a pessimistic view of the travel markets for the remainder
of the current financial year, assuming sales that are around 5%
lower than in the base case scenario.
In both its base case and downside
case scenarios, the Directors are confident that the Group will
have sufficient funds to continue to meet its liabilities as they
fall due for a period of at least 12 months from the date of
approval of the financial statements, and that it will have
headroom against all applicable covenant tests throughout this
period of assessment. The Directors have therefore deemed it
appropriate to prepare the financial statements for the six months
ended 31 March 2024 on a going concern basis.
1.3 Changes in accounting policies and
disclosures
The following amended standards
and interpretations have been adopted by the Group in the current
period:
·
IFRS 17 'Insurance Contracts'
·
Disclosure of Accounting Policy (Amendments to
IAS 1 and IFRS Practice Statement 2)
·
Definition of Accounting Estimate (Amendments to
IAS 8)
·
Amendments to IAS 12 Deferred Tax related to
Assets and Liabilities arising from a Single transaction
There is no significant impact of
adopting these new standards on the Group's consolidated financial
statements.
1.4 New accounting standards not yet adopted by the
Group
The following amended standards
and interpretations are not expected to have a significant impact
on the Group's consolidated financial statements:
·
Classification of liabilities as current or
non-current (Amendments to IAS 1)
·
IAS 1 'Presentation of Financial Statements'
(amendments) - classification of liabilities as current or
non-current and non-current liabilities with covenants
·
IFRS 16 'Leases' (amendments) - lease liability
in a sale and leaseback
·
IFRS 7 'Financial Instruments: Disclosures' &
IAS 7 'Statement of Cash Flows' (amendments) - supplier finance
arrangements
2 Segmental
reporting
SSP operates in the food and
beverage travel sector, mainly at airports and railway
stations.
Management monitors the
performance and strategic priorities of the business from a
geographic perspective, and in this regard has identified the
following four key "reportable segments": North America,
Continental Europe, the UK and APAC and EEME. North America
includes operations in the United States, Canada and Bermuda;
Continental Europe includes operations in the Nordic countries and
in Western and Southern Europe; The UK includes operations in the
United Kingdom and the Republic of Ireland; and APAC and EEME
includes operations in Asia Pacific, India, Eastern Europe and the
Middle East, and South America. These segments comprise countries
which are at similar stages of development and demonstrate similar
economic characteristics.
The Group's management assesses
the performance of the operating segments based on revenue and
underlying operating profit. Interest income and expenditure are
not allocated to segments, as they are managed by a central
treasury function, which oversees the debt and liquidity position
of the Group. The non-attributable segment comprises costs
associated with the Group's head office function and depreciation
of central assets.
|
North
America
|
Continental
Europe
|
UK
|
APAC and
EEME
|
Non-attributable
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Six months ended 31 March 2024
|
|
|
|
|
|
|
Revenue
|
369.7
|
532.8
|
392.1
|
222.6
|
-
|
1,517.2
|
Underlying operating profit /
(loss)
|
29.2
|
(5.5)
|
19.5
|
35.1
|
(20.3)
|
58.0
|
Non-underlying operating
costs
|
(1.3)
|
(5.2)
|
(5.6)
|
7.3
|
4.5
|
(0.3)
|
Operating profit /
(loss)
|
27.9
|
(10.7)
|
13.9
|
42.4
|
(15.8)
|
57.7
|
|
|
|
|
|
|
|
Six months ended 31 March 2023
|
|
|
|
|
|
|
Revenue
|
299.9
|
494.9
|
328.5
|
195.1
|
-
|
1,318.4
|
Underlying operating profit /
(loss)
|
22.4
|
4.1
|
18.1
|
31.3
|
(23.5)
|
52.4
|
Non-underlying operating
costs
|
(1.2)
|
-
|
(0.1)
|
-
|
(2.5)
|
(3.8)
|
Operating profit /
(loss)
|
21.2
|
4.1
|
18.0
|
31.3
|
(26.0)
|
48.6
|
|
|
|
|
|
|
|
|
|
|
|
The following amounts are included
in underlying operating profit / (loss):
|
North
America
|
Continental
Europe
|
UK
|
APAC and
EEME
|
Non-attributable
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Six months ended 31 March 2024
|
|
|
|
|
|
|
Depreciation and
amortisation
|
(45.6)
|
(82.3)
|
(26.4)
|
(20.5)
|
(4.8)
|
(179.6)
|
Six months ended 31 March 2023
|
|
|
|
|
|
|
Depreciation and
amortisation
|
(35.2)
|
(62.7)
|
(21.7)
|
(22.5)
|
(4.5)
|
(146.6)
|
3 Loss per share
Basic loss per share is calculated
by dividing the result for the period attributable to ordinary
shareholders by the weighted average number of ordinary shares
outstanding during the period. Diluted loss per share is calculated
by dividing the result for the period attributable to ordinary
shareholders by the weighted average number of ordinary shares
outstanding during the period adjusted by potentially dilutive
outstanding share options.
Underlying loss per share is
calculated the same way except that the result for the period
attributable to ordinary shareholders is adjusted for specific
items as detailed below:
|
Six months
ended
31 March
2024
|
Six
months ended
31 March
2023
|
|
£m
|
£m
|
Loss attributable to ordinary
shareholders
|
(10.5)
|
(10.0)
|
|
|
|
Adjustments:
|
|
|
Non-underlying operating
costs
|
0.3
|
3.8
|
Non-underlying costs attributable
to non-controlling interests
|
-
|
-
|
Non-underlying finance
credit
|
(1.0)
|
(2.8)
|
Tax effect of
adjustments
|
1.9
|
0.3
|
Underlying loss attributable to
ordinary shareholders
|
(9.3)
|
(8.7)
|
|
|
|
Basic weighted average number of
shares
|
797,438,639
|
796,349,611
|
Dilutive potential ordinary
shares
|
-
|
-
|
Diluted weighted average number of
shares
|
797,438,639
|
796,349,611
|
|
|
|
Loss per share (p):
|
|
|
-
Basic
|
(1.3)
|
(1.3)
|
-
Diluted
|
(1.3)
|
(1.3)
|
|
|
|
Underlying loss per share (p):
|
|
|
- Basic
|
(1.2)
|
(1.1)
|
- Diluted
|
(1.2)
|
(1.1)
|
The number of ordinary shares in
issue as at 31 March 2024 was 798,070,196 which excludes treasury
shares (31 March 2023:796,529,196). The Company also
holds 263,499 ordinary shares in treasury (31 March 2023:
263,499).
Potential ordinary shares can only
be treated as dilutive when their conversion to ordinary shares
would decrease earnings per share or increase loss per share. As
the Group has recognised a loss for the period none of the
potential ordinary shares are considered to be dilutive.
4 Operating costs
|
Six months
ended
31 March
2024
|
Six
months ended
31 March
2023
|
|
£m
|
£m
|
Cost of food and materials:
|
|
|
Cost of inventories consumed in
the period
|
(422.2)
|
(369.8)
|
|
|
|
Labour cost:
|
|
|
Employee remuneration
|
(479.7)
|
(425.4)
|
|
|
|
Overheads:
|
|
|
Depreciation of property, plant
and equipment
|
(62.6)
|
(51.3)
|
Depreciation of right-of-use
assets
|
(111.8)
|
(90.5)
|
Amortisation of intangible
assets
|
(5.2)
|
(4.8)
|
Non-underlying operating
loss
|
(0.3)
|
(3.8)
|
Gain on derecognition of
leases
|
-
|
2.4
|
Rentals payable under
leases
|
(190.2)
|
(165.4)
|
Other overheads
|
(187.5)
|
(161.2)
|
|
(1,459.5)
|
(1,269.8)
|
Non-underlying operating loss
The non-underlying operating gain
/ (costs) in the six months ended 31 March 2024 are shown
below.
|
|
Six months
ended
31 March
2024
|
Six
months ended
31 March
2023
|
|
|
£m
|
£m
|
|
Impairment of property, plant and
equipment
|
(9.2)
|
-
|
|
Impairment of right-of-use
assets
|
(1.8)
|
-
|
Gain on derecognition
of leases
|
8.9
|
-
|
|
Repayment of historical legal fees
and release of legal provision
|
5.7
|
-
|
|
Other non-underlying operating
costs
|
(3.9)
|
(3.8)
|
|
Total non-underlying operating
loss
|
(0.3)
|
(3.8)
|
|
|
|
|
Impairment of property, plant and equipment and right-of-use
assets:
The Group has carried out impairment reviews where
indications of impairment have been identified. These impairment
reviews compared the value-in-use of individual sites, based on
management's current assumptions regarding future trading
performance, to the carrying values of the associated assets.
Following this review, a charge of £11.0m has been recognised,
which includes an impairment of right-of-use assets of £1.8m.
Gain on lease derecognition:
The Group has recognised a
credit relating to the renegotiation of a concession contract in
the APAC and EEME region, such that the contract now falls outside
the scope of IFRS 16. This has resulted in the derecognition of
both the right of use asset and the lease liability, with the net
impact on the income statement being a £8.9m credit.
Repayment of historical legal fees and release of legal
provision:
As a result of success in a legal
matter we have recognised £3.7m in repaid legal fees in the period
as well as the release of a provision of £2.0m relating to the
case.
Other non-underlying expenses:
We have incurred £3.9m in other
non-underlying costs, principally relating to the various
acquisitions completed and announced in the period.
5 Finance income and expense
|
Six months
ended
31 March
2024
|
Six
months ended
31 March
2023
|
|
£m
|
£m
|
Finance income
|
|
|
Foreign exchange gains
|
6.1
|
6.1
|
Interest
Income
|
2.4
|
5.1
|
Net change in fair value of cash
flow hedges utilised in the period
|
0.4
|
-
|
Total finance income
|
8.9
|
11.2
|
|
|
|
Finance expense
|
|
|
Total interest expense on
financial liabilities measured at amortised cost
|
(24.7)
|
(24.9)
|
Lease interest expense
|
(30.0)
|
(24.0)
|
Non-underlying finance
credit
|
1.0
|
2.8
|
Unwind of discount on
provisions
|
(0.7)
|
(0.4)
|
Other
|
-
|
0.1
|
Total finance expense
|
(54.4)
|
(46.4)
|
Non-underlying finance credit
The non-underlying finance credit
in the six months ended 31 March 2024 includes income recognised
under IFRS 9 as a result of prior year amendments and extensions of
borrowings.
|
Six months
ended
31 March
2024
£m
|
Six
months ended
31 March
2023
£m
|
Effective interest rate
gain
|
1.4
|
2.8
|
Refinancing costs
|
(0.4)
|
-
|
Total non-underlying finance
credit
|
1.0
|
2.8
|
In the prior periods,
non-substantial modifications to the Group's financing arrangements
resulted in charges which were recognised as non-underlying. The
amortisation of the liability resulting from this charge through
the effective interest rate calculation has therefore also been
recognised as non-underlying.
6
Cash flow from
operations
|
Six months
ended
31 March
2024
|
Six months
ended
31 March
2023
|
|
£m
|
£m
|
Profit for the period
|
8.2
|
11.7
|
Adjustments for:
|
|
|
Depreciation of property, plant
and equipment
|
62.6
|
51.3
|
Depreciation of right-of-use
assets
|
111.8
|
90.5
|
Amortisation of intangible
assets
|
5.2
|
4.8
|
Gain on derecognition of
leases
|
(8.9)
|
(2.4)
|
Impairments
|
11.0
|
-
|
Share-based payments
|
2.7
|
2.9
|
Finance income
|
(8.9)
|
(11.2)
|
Finance expense
|
54.4
|
46.4
|
Movements in provisions and
pensions
|
0.5
|
0.9
|
Share of profit of
associates
|
(0.6)
|
(2.4)
|
Taxation
|
4.6
|
4.1
|
|
242.6
|
196.6
|
|
|
|
(Increase)/decrease in trade and
other receivables
|
(3.0)
|
13.1
|
Increase in inventories
|
(2.7)
|
(2.0)
|
Decrease in trade and other
payables including provisions
|
(57.9)
|
(39.3)
|
Cash flow from
operations
|
179.0
|
168.4
|
|
|
|
7
Dividends
The final dividend of 2.5p
per share for the year ended 30 September 2023
was approved and paid during the period (2023: no final dividend
was approved or paid for the year ended 30 September
2022).
The Board has declared an interim
dividend of 1.2 pence per share (H1 2023: nil), with a view to
maintaining the pay-out ratio for the full year at between 30% and
40% of underlying pre-IFRS 16 earnings per share, and with the
interim dividend representing approximately one third of the
expected full year dividend, based on our Planning Assumptions. The
dividend will be paid on 28 June 2024 to shareholders registered on
31 May 2024. The ex-dividend date will be 30 May 2024.
The ex-dividend date will be 30
May 2024.
8
Fair value
measurement
Certain of the Group's financial
instruments are held at fair value.
The fair values of financial
instruments held at fair value have been determined based on
available market information at the balance sheet date, and the
valuation methodologies detailed below:
-
the fair values of the Group's borrowings are calculated based on
the present value of future principal and interest cash flows,
discounted at the market rate of interest at the balance sheet
date.
-
the derivative financial liabilities relate to interest rate swaps.
The fair values of interest rate swaps have been determined using
relevant yield curves and exchange rates as at the balance sheet
date.
Carrying value and fair values of certain financial
instruments
The following table shows the
carrying value of financial assets and financial
liabilities.
|
As at
31 March
2024
£m
|
As
at
30
September 2023
£m
|
Financial assets measured at amortised cost
|
|
|
Cash and cash
equivalents
|
190.4
|
303.3
|
Trade and other
receivables
|
192.0
|
191.8
|
Total financial assets measured at amortised
cost
|
382.4
|
495.1
|
Non-derivative financial liabilities measured at amortised
cost
|
|
|
Bank loans
|
(471.5)
|
(347.0)
|
US private placement
notes
|
(337.7)
|
(348.4)
|
Lease liabilities
|
(1,014.1)
|
(1,028.7)
|
Trade and other
payables
|
(651.6)
|
(712.4)
|
Total financial liabilities measured at amortised
cost
|
(2,474.9)
|
(2,436.5)
|
Financial assets and liabilities
in the Group's consolidated balance sheet are either held at fair
value, or their carrying value approximates to fair value, with the
exception of loans, which are held at amortised cost. The fair
value of total borrowings excluding lease liabilities, estimated
using market prices at 31 March 2024, was £808.3m (30 September
2023: £693.1m).
Financial assets and liabilities
are measured at fair value and are classified as level 2. This uses
the fair value hierarchy whereby inputs, which are used in the
valuation of these financial assets, and liabilities have a
significant effect on the fair value, are observable either
directly or indirectly. There were no transfers during the
period.
In January 2024 the Group entered
into two interest rate swap agreements to fix the interest on a
portion of its EUR and GBP Term Loans. Their mark-to-market value
at 31 March 2024 was £1.1m.
9
Business combinations and purchase of
non-controlling interest
A summary of the details of the acquisitions completed
in the period is shown in the table below:
Business / Company
|
Sector
|
Country
|
SSP Ownership
|
Acquisition date
|
Midfield Concession Enterprise
Inc. (Denver airport)
|
Air
|
USA
|
60%
|
16 November 2023
|
ECG Ventures Ltd
|
Air
|
Canada
|
100%
|
11 December 2023
|
Mack II
|
Air
|
USA
|
100%1
|
1 February 2024
|
1 The ownership % of Mack II will be reduced after negotiating
the required joint venture partnership agreements, and the
acquisition accounting will be adjusted for that
transaction.
The fair values of the identifiable assets and
liabilities of those companies as at the date of acquisition
were:
|
Fair value recognised on
acquisition
|
|
£m
|
|
Denver
airport
|
Mack
II
|
ECG
Ventures
|
TOTAL
|
Assets
|
|
|
|
|
Property, plant and
equipment
|
9.7
|
1.2
|
4.0
|
14.9
|
Intangible assets
|
-
|
-
|
0.2
|
0.2
|
Right of use
assets
|
11.3
|
10.4
|
21.8
|
43.5
|
Other receivables
|
-
|
-
|
0.4
|
0.4
|
Liabilities
|
|
|
|
|
Other liabilities
|
-
|
(0.4)
|
(0.9)
|
(1.3)
|
Lease liabilities
|
(8.4)
|
(5.3)
|
-
|
(13.7)
|
Deferred tax
liabilities
|
-
|
-
|
(6.5)
|
(6.5)
|
Total provisional identifiable net assets at fair
value
|
12.6
|
5.9
|
19.0
|
37.5
|
Less: non-controlling interest
measured at fair value
|
(5.1)
|
-
|
-
|
(5.1)
|
Increase in Other receivables due
from NCI
|
5.1
|
-
|
-
|
5.1
|
Add: Goodwill arising on
acquisition
|
2.5
|
5.1
|
13.2
|
20.8
|
TOTAL provisional net assets acquired
|
15.1
|
11.0
|
32.2
|
58.3
|
Satisfied by:
|
|
|
|
|
Purchase consideration transferred:
|
|
|
|
|
|
|
|
|
|
Purchase consideration
|
£m
|
£m
|
£m
|
£m
|
Cash paid
|
6.9
|
11.0
|
30.6
|
48.5
|
Offsets against NCI receivables in
other joint ventures from the same joint venture
partners
|
5.7
|
-
|
-
|
5.7
|
Deferred consideration
|
1.9
|
-
|
1.6
|
3.5
|
Capital expenditure
settlements
|
0.6
|
-
|
-
|
0.6
|
Total purchase consideration
|
15.1
|
11.0
|
32.2
|
58.3
|
The Group measured the acquired
lease liabilities using the present value of the remaining lease
payments at the date of acquisition. The right-of-use assets were
measured at an amount equal to the lease liabilities and adjusted
to reflect the favourable terms of the lease relative to market.
The right-of-use assets include concession rights amounting to
£29.8m in total across the three acquisitions will be amortised
over the life of the contracts.
At the time when the financial
statements were authorised for issue, the Group had not yet
completed the accounting for the acquisitions. In particular, the
fair values of the assets and liabilities disclosed above have only
been determined provisionally, because the independent valuations
have not been fully finalised.
These acquisitions contributed £12.7m to revenue and
£1.5m to operating profit from the dates of acquisition to 31 March
2024.
There has been also an acquisition
of 51% of shares in SSP Arabia Limited for
the total consideration of £1.3m.
Purchase of
non-controlling interest
Prior to 14 December 2023 the Group held a
controlling 50% interest in SSP Brazil with the residual value of
accumulated non-controlling interest (losses) of £6.4m. On 14
December 2023, the Group purchased the remaining 50% interest in
SSP Brazil, taking its ownership to 100%. The consideration paid
for the additional 50% interest in SSP Brazil was equivalent to
£0.6m.
Purchase of an
associate
On 25 October 2023, the Group acquired a
non-controlling 50% interest in Extime Food &
Beverage Paris SAS for the consideration of £10.5m with a
controlling interest held by Aeroports de Paris.
10
Post balance sheet events
Airport Retail Enterprises Pty
Ltd
On 13 February 2024, the Group
signed an agreement to purchase Airport Retail Enterprises Pty Ltd
("ARE"). This will expand the Group's presence across Australia
adding 62 outlets across seven airports to its portfolio: Sydney,
Melbourne, Brisbane, Gold Coast, Canberra, Townsville and Mount
Isa. The cash consideration for the acquisition was approximately
£80m (AUS$150m) (subject to completion adjustments). The
transaction completed on 1 May 2024. Due to the timing of
completion, the provisional fair values of all acquired assets and
liabilities are yet to be determined.
US Private
Placement
On 26 April 2024, the Group issued US Private
Placement notes (the 'Notes') of EUR240m. The notes represent SSP's
third issue in the US Debt Private Placement market, following its
issues in 2018 and 2019 and carry a fixed rate of interest of
4.89%. The notes have a maturity of five years.
Indonesia
We have agreed to create a new joint venture with
PT Taurus Gemilang, subject to obtaining
the necessary consents - to operate 13 outlets, mostly in Bali,
which we expect to provide a platform for further growth in that
market. The consideration for the acquisition will be c. £10m
subject to completion adjustments.
11
Related
parties
Related party relationships exist
with the Group's subsidiaries, associates, key management
personnel, pension schemes and employee benefit trusts. A full
explanation of the Group's related party relationships is provided
on page 190 of the Annual Report and Accounts 2023.
There are no material transactions
with related parties or changes in the related party transactions
described in the last annual report that have had, or are expected
to have, a material effect on the financial performance or position
of the Group in the six-month period ended 31 March
2024.
Forward looking statement
This announcement contains
forward-looking statements. These forward-looking statements
include all matters that are not historical facts. Statements
containing the words "believe", "expect", "intend", "may",
"estimate", "anticipate"; "will"; "plans", "aims", "projects";
"may"; "would"; "could"; "should" or, in each case, their negative
and words of similar meaning are forward-looking. Forward-looking
statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; and (ii) business and
management strategies and the expansion and growth of the Company's
operations. By their nature, forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions because they
relate to events that may or may not occur in the future. We
caution you that forward-looking statements are not guarantees of
future performance and that the Group's actual financial condition,
performance, results of operations and cash flows, and the
development of the industry in which we operate, may differ
materially from those made in or suggested by the forward-looking
statements contained in this document or other disclosures made by
us or on the Group's behalf, including as a result of the
macroeconomic and other impacts of Covid, economic and business
cycles, the terms and conditions of the Group's financing
arrangements, foreign currency rate fluctuations, competition in
the Group's principal markets, acquisitions or disposals of
businesses or assets and trends in the Group's principal
industries.
In addition, even if the Group's
financial condition, results of operations and cash flows, and the
development of the industry in which the Group operates are
consistent with the forward-looking statements in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement. Except where required to
do so under applicable law or regulatory obligations, the Company
and its Directors expressly disclaim any undertaking or obligation
to update or publicly revise any forward-looking statements whether
as a result of new information, future events or
otherwise.