TIDMTOT
RNS Number : 3586I
Total Produce Plc
30 August 2016
TOTAL PRODUCE PLC
RESULTS TO 30 JUNE 2016
TOTAL PRODUCE CONTINUES STRONG GROWTH
-- Revenue up 10.4% to EUR1.91 billion
-- Adjusted fully diluted EPS up 11.6% to 6.16 cent
-- Adjusted EBITDA up 13.0% to EUR48.2m
-- Adjusted EBITA up 13.2% to EUR37.9m
-- Adjusted profit before tax up 15.1% to EUR34.9m
-- Interim dividend up 10.0% to 0.8096 cent per share
-- Targeting increased full year earnings at the top end of
the previously announced range of 10.50 to 11.50 cent per
share
Key performance indicators are defined overleaf
Commenting on the results, Carl McCann, Chairman, said:
"Total Produce has delivered a very strong performance in the
first six months of 2016. Revenue grew 10.4% with an 11.6% increase
in adjusted earnings per share. The Group continued its expansion
in North America in 2016, acquiring 65% of Progressive Produce, a
company headquartered in Los Angeles. In addition, the Group made a
number of other investments to complement its existing businesses.
The Group continues to actively pursue further investment
opportunities.
We are pleased to announce a 10.0% increase in the interim
dividend to 0.8096 cent per share. The Group is now targeting
increased full year earnings at the top end of the previously
announced range of 10.50 to 11.50 cent per share."
For further information, please contact:
Brian Bell, Wilson Hartnell PR -
Tel: +353-1-669-0030, Mobile: +353-87-243-6130
TOTAL PRODUCE PLC INTERIM RESULTS FOR THE
SIX MONTHSED 30 JUNE 2016
2016 2015
EUR'million EUR'million % change
Total revenue (1) 1,914 1,733 +10.4%
Group revenue 1,589 1,431 +11.0%
Adjusted EBITDA (1) 48.2 42.6 +13.0%
Adjusted EBITA (1) 37.9 33.5 +13.2%
Operating profit (before exceptional
credits) 28.4 27.2 +4.3%
Adjusted profit before tax (1) 34.9 30.3 +15.1%
Profit before tax 25.6 24.2 +5.8%
Euro cent Euro cent % change
Adjusted fully diluted earnings per share
(1) 6.16 5.52 +11.6%
Basic earnings per share 4.77 4.69 +1.7%
Diluted earnings per share 4.70 4.66 +0.9%
Interim dividend per share 0.8096 0.736 +10.0%
(1) Key performance indicators defined
Total revenue includes the Group's share of the revenue of its joint
ventures and associates.
Adjusted EBITDA is earnings before interest, tax, depreciation, acquisition
related intangible asset amortisation charges and costs, fair value
movements on contingent consideration and exceptional items. It also
excludes the Group's share of these items within joint ventures and
associates.
Adjusted EBITA is earnings before interest, tax, acquisition related
intangible asset amortisation charges and costs, fair value movements
on contingent consideration and exceptional items. It also excludes
the Group's share of these items within joint ventures and associates.
Adjusted profit before tax excludes acquisition related intangible
asset amortisation charges and costs, remeasurement to fair value movements
on contingent consideration and exceptional items. It also excludes
the Group's share of these items within joint ventures and associates.
Adjusted fully diluted earnings per share excludes acquisition related
intangible asset amortisation charges and costs, fair value movments
on contingent consideration, exceptional items and related tax on such
items. It also excludes the Group's share of these items within joint
ventures and associates.
Forward-looking statement
Any forward-looking statements made in this press release have
been made in good faith based on the information available as of
the date of this press release and are not guarantees of future
performance. Actual results or developments may differ materially
from the expectations expressed or implied in these statements, and
the Company undertakes no obligation to update any such statements
whether as a result of new information, future events, or
otherwise. Total Produce's Annual Report contains and identifies
important factors that could cause these developments or the
Company's actual results to differ materially from those expressed
or implied in these forward-looking statements.
Overview
Total Produce (the 'Group') has delivered a very strong performance
in the first half of 2016. Total revenue, adjusted EBITA and adjusted
fully diluted earnings per share grew by 10.4%, 13.2% and 11.6% respectively.
The results benefited from acquisitions completed in the period and
a circa 5 per cent like-for-like growth in revenue on the back of both
volume growth and higher average prices. The Group continues to be
cash generative with operating cashflows of EUR32.5m (2015: EUR27.3m)
before normal seasonal working capital outflows.
The Board is pleased to announce a 10.0% increase in the interim dividend
to 0.8096 (2015: 0.736) cent per share.
Operating review
Total revenue increased 10.4% to EUR1.91 billion (2015: EUR1.73 billion)
with adjusted EBITA up 13.2% to EUR37.9m (2015: EUR33.5m). The results
benefited from the contribution of acquisitions completed in the past
twelve months, a strong operational performance offset in part by a
small negative impact on translation to Euro of the results of foreign
currency denominated operations. On a like-for-like basis, excluding
acquisitions, divestments and currency translation, revenue was circa
5% higher on the back of both volume growth and higher average prices.
The table below details a segmental breakdown of the Group's revenue
and adjusted EBITA for the six months ended 30 June 2016. Each of the
operating segments is primarily involved in the procurement, marketing
and distribution of hundreds of lines of fresh produce. Each segment
also includes businesses involved in the marketing and distribution
of healthfoods and consumer products. Segment performance is evaluated
based on revenue and adjusted EBITA.
(Unaudited) (Unaudited)
6 months to 30 June 6 months to 30 June
2016 2015
Total Adjusted Total Adjusted
revenue EBITA revenue EBITA
EUR'000 EUR'000 EUR'000 EUR'000
Europe - Eurozone 869,802 13,252 832,782 12,164
Europe - Non-Eurozone 811,022 19,778 766,892 18,825
International 261,347 4,899 158,006 2,523
Inter-segment revenue (27,919) - (24,449) -
----------- ---------- ----------- ----------
Third party revenue and adjusted
EBITA 1,914,252 37,929 1,733,231 33,512
----------- ---------- ----------- ----------
Europe - Eurozone
This segment includes the Group's businesses in France, Ireland, Italy,
the Netherlands and Spain. Revenue increased by 4.4% to EUR870m (2015:
EUR833m) with an 8.9% increase in adjusted EBITA to EUR13.3m (2015:
EUR12.2m). The increase was helped by the contributions of recent acquisitions
and net volume growth. Excluding the effect of acquisitions, revenue
on a like-for-like basis was up 2% on prior year due to volume growth
with prices similar to the prior year.
Europe - Non-Eurozone
This segment includes the Group's businesses in the Czech Republic,
Poland, Scandinavia and the UK. Revenue increased by 5.8% to EUR811m
(2015: EUR767m) with adjusted EBITA increasing by 5.1% to EUR19.8m
(2015: EUR18.8m). Drivers of growth include incremental contributions
from acquisitions, good trading conditions and a strong operational
performance. The reported performance was slightly impacted on the
translation of the results of foreign currency denominated operations
to Euro due to the weakening of Sterling in the period. On a like-for-like
basis excluding acquisitions, divestments and currency translation,
revenue was circa 6% ahead of the prior year with a combination of
single digit increases in both volumes and average prices.
Whilst the outcome of the recent referendum in the UK, where the electorate
vote to leave the European Union, created some macroeconomic uncertainties,
it is not expected to have a material impact on the Group.
International
This division includes the Group's businesses in North America and
India. Revenue increased by 65.4% to EUR261m (2015: EUR158m) with adjusted
EBITA increasing 94.2% to EUR4.9m (2015: EUR2.5m). The results benefited
from the incremental contribution from the Progressive Produce acquisition
in February 2016 and a strong trading performance in existing businesses
offset in part by a loss on disposal of a US sports nutrition business.
Financial Review
Revenue and Adjusted EBITA
An analysis of the factors influencing the changes in revenue and adjusted
EBITA are discussed in the operating review above.
Share of profits of joint ventures and associates
The share of after tax profits of joint ventures and associates increased
in the period to EUR5.5m (2015: EUR4.9m) assisted by the incremental
impact of acquisitions. Dividends received from joint ventures and
associates in the period amounted to EUR7.8m (2015: EUR7.3m).
Operating Profit
Operating profit which is the Group's adjusted EBITA less exceptional
items, acquisition related intangible asset amortisation charges and
costs, fair value movements on contingent consideration and the Group's
share of its joint ventures and associates tax, interest and amortisation
charges increased by 4.3% in the period to EUR28.4m (2015: EUR27.2m).
Net Financial Expense
Net financial expense in the period decreased to EUR2.8m (2015: EUR3.0m)
with lower cost of funding offsetting higher average net debt. The
Group's share of the net interest expense of joint ventures and associates
in the period was EUR0.2m (2015: EUR0.1m). Net interest cover for the
period was 13.5 times based on adjusted EBITA.
Profit Before Tax
Excluding acquisition related intangible asset amortisation charges
and costs and fair value movements on contingent consideration, the
adjusted profit before tax increased by 15.1% in the period to EUR34.9m
(2015: EUR30.3m). Statutory profit before tax after these items was
EUR25.6m (2015: EUR24.2m).
Non-Controlling Interests
The non-controlling interests' share of after tax profits in the period
was EUR5.4m (2015: EUR3.9m). Included in the charge was the non-controlling
interests' share of acquisition related intangible asset amortisation
charges and costs with related tax impact of EUR0.8m (2015: EUR0.7m).
Excluding these non-trading items, the non-controlling interests' share
of after tax profits increased by EUR1.6m. The increase in the period
was due primarily to the non-controlling interests' share of profits
in recent acquisitions completed in the past twelve months.
Adjusted and Basic Earnings per Share
Adjusted earnings per share increased 11.6% in the six month period
to 6.16 cent per share (2015: 5.52 cent) assisted by the incremental
contribution from new acquisitions and the positive impact of the share
buy back program completed in January 2016. Management believes that
adjusted earnings per share, which excludes exceptional items, acquisition
related intangible asset amortisation charges and costs, fair value
movements on contingent consideration and related tax on these items,
provides a fairer reflection of the underlying trading performance
of the Group.
Basic earnings per share and diluted earnings per share after these
non-trading items amounted to 4.77 cent per share (2015: 4.69 cent)
and 4.70 cent per share (2015: 4.66 cent) respectively.
Note 6 of the accompanying financial information provides details of
the calculation of the respective earnings per share amounts.
Cash Flow and Net Debt
Net debt at 30 June 2016 was EUR95.7m compared to EUR83.9m at 30 June
2015 and EUR18.1m at 31 December 2015. The increase compared to 31
December 2015 is due to normal seasonal working capital outflows and
higher sales. Net debt relative to annualised adjusted EBITDA is 1.1
times and interest is covered 13.5 times by adjusted EBITA. In addition,
the Group has trade receivables financing at 30 June 2016 of EUR49.4m
(30 June 2015: EUR39.2m and 31 December 2015: EUR40.5m).
The Group generated EUR32.5m (2015: EUR27.3m) in operating cash flows
in the period before seasonal working capital outflows of EUR57.7m
(2015: EUR67.1m). Cash outflows on routine capital expenditure, net
of disposals, were EUR9.0m (2015: EUR7.5m). Dividends received from
joint ventures and associates in the period increased to EUR7.8m (2015:
EUR7.3m) while dividends paid to non-controlling interests increased
to EUR3.8m (2015: EUR1.1m).
Cash outflows on acquisitions amounted to EUR34.9m (2015: EUR8.1m)
with contingent and deferred consideration payments relating to prior
period acquisitions of EUR3.6m (2015: EUR9.2m). The Group received
cash of EUR3.8m (2015: EURNil) on the disposal of trading assets in
the period as set out in more detail later. In the period there were
cash outflows of EUR4.7m (2015: EURNil) on development capital expenditure.
The Group distributed EUR6.5m (2015: EUR5.9m) in dividends to equity
shareholders in the year and made payments of EUR6.0m (2015: EURNil)
acquiring its own shares. There was a positive movement of EUR2.6m
(2015: EUR3.5m loss) on the translation of foreign currency denominated
debt into Euro at 30 June 2016 due primarily to the weaker Sterling,
Swedish Krona and US Dollar exchange rates at the period end compared
to those prevailing at 31 December 2015.
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year-ended
to 30 June to 30 June 31 Dec 2015
2016 2015
EUR'm EUR'm EUR'm
Adjusted EBITDA 48.2 42.6 82.8
Deduct adjusted EBITDA of joint ventures
and associates (10.8) (8.9) (18.6)
Net financial expense and tax paid (4.8) (6.0) (16.8)
Other (0.1) (0.4) (1.5)
------------- ------------- --------------
Operating cash flows before working capital
movements 32.5 27.3 45.9
Working capital movements (57.7) (67.1) 14.9
------------- ------------- --------------
Operating cash flows (25.2) (39.8) 60.8
Routine capital expenditure net of routine
disposal proceeds (9.0) (7.5) (18.1)
Dividends received from joint ventures
and associates 7.8 7.3 8.1
Dividends paid to non-controlling interests (3.8) (1.1) (2.4)
------------- ------------- --------------
Free cash flow (30.2) (41.1) 48.4
Acquisition payments, net (1) (34.9) (8.1) (11.3)
Net cash/(debt) assumed on acquisition
of subsidiaries 0.8 - (0.7)
Contingent and deferred consideration
payments (3.6) (9.2) (12.7)
Disposal of trading assets 3.8 - -
Development capital expenditure (4.7) - -
Property additions - - (4.2)
Dividends paid to equity shareholders (6.5) (5.9) (8.3)
Buy-back of own shares (6.0) - (14.4)
Cashflows from exceptional items - - 3.1
Other 1.1 0.7 0.9
------------- ------------- --------------
Total net debt movement in period (80.2) (63.6) 0.8
Net debt at beginning of year (18.1) (16.8) (16.8)
Foreign currency translation 2.6 (3.5) (2.1)
------------- ------------- --------------
Net debt at end of period (95.7) (83.9) (18.1)
============= ============= ==============
(1) Includes payments in period in respect of subsidiaries,
non-controlling interests, joint ventures and associates and is net
of contributions from non-controlling interests and proceeds on
disposal of joint ventures.
Defined Benefit Pension Obligations
The net liability of the Group's defined benefit pension schemes
(net of deferred tax) increased to EUR33.5m at 30 June 2016 from
EUR14.5m at 31 December 2015. The increase in the liability is primarily
due to a significant decrease in the discount rates underlying the
calculations of the present value of the scheme's obligations offset
in part by positive returns on pension scheme assets. Further details
are outlined in Note 7 of the accompanying financial information.
Shareholders' Equity
Shareholders' equity has decreased by EUR22.8m to EUR216.0m at 30
June 2016 after accounting for the share buy-back and pension movements
in the period. Profit after tax of EUR15.2m attributable to equity
shareholders was offset by remeasurement losses of EUR20.3m (net
of deferred tax) on post-employment defined benefit schemes, currency
translation loss of EUR5.6m on the retranslation of the net assets
of foreign currency denominated operations to Euro, the payment of
dividends of EUR6.5m to equity shareholders of the Company and the
share buy-back of EUR6.0m.
Development Activity
In the six months ended 30 June 2016, the Group has committed investments
of EUR51m including deferred and contingent consideration payable
of over EUR16m on the achievement of future profit targets.
On 1 February 2016, the Group acquired a 65% equity stake in Progressive
Produce LLC, headquartered in Los Angeles, California. Progressive
Produce is a grower, packer and distributor of conventional and organic
produce to the retail, wholesale and foodservice sectors in the US
and Canada. Progressive Produce was founded in 1967 and today is
one of California's premier produce companies with 2015 revenue in
excess of $200 million. An initial payment was made on closing with
further consideration due in 2019 contingent on the achievement of
future profit targets. In addition long term put and call options
are in place for the remaining 35% shareholding.
The Group made a number of other investments in the six month period
in Europe all of which complement the Group's existing activities.
Further details on 2016 development activity including details of
consideration paid and assets and liabilities acquired are provided
in Note 9 of the accompanying financial information.
In April 2016, the Group disposed of a sports nutrition business
in the US for total proceeds of EUR7.6m. Details of this disposal
are outlined in Note 9 of the accompanying financial information.
The Group continues to actively pursue further investment opportunities
in both new and existing markets.
Share Buy-back
On 27 January 2016, the Group completed the EUR20m share buyback
program that commenced on 8 October 2015 with a total of 14,017,270
ordinary shares being repurchased and cancelled . Within this program,
during January 2016, 4,073,872 of these shares were repurchased and
cancelled at a cost of EUR6.0m. The share buy-back programme is earnings
accretive.
Under the authority granted at the AGM in 2016, the Group will continue
to exercise this authority should the appropriate opportunity arise.
Under this authority, the Group is permitted to purchase up to 10%
of its issued share capital in the market at a price which would
not exceed 105% of the average price over the previous five trading
days.
Dividends
The Board has declared an interim dividend of 0.8096 (2015: 0.736)
cent per share, which represents a 10.0% increase on the comparative
period. The dividend will be paid on 14 October 2016 to shareholders
on the register at 16 September 2016 subject to dividend withholding
tax. In accordance with company law and IFRS, this dividend has not
been provided for in the balance sheet at 30 June 2016.
Summary and Outlook
Total Produce has delivered a very strong performance in the first
six months of 2016. Revenue grew 10.4% with an 11.6% increase in
adjusted earnings per share. The Group continued its expansion in
North America in 2016, acquiring 65% of Progressive Produce, a company
headquartered in Los Angeles. In addition, the Group made a number
of other investments to complement its existing businesses. The Group
continues to actively pursue further investment opportunities.
We are pleased to announce a 10.0% increase in the interim dividend
to 0.8096 cent per share. The Group is now targeting increased full
year earnings at the top end of the previously announced range of
10.50 to 11.50 cent per share.
Carl McCann, Chairman
On behalf of the Board
30 August 2016
Total Produce plc
Condensed Group Income Statement
for the half-year ended 30 June 2016
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
6 months 6 months 6 months 6 months 6 months 6 months (Audited) (Audited) (Audited)
to to to to to to Year ended Year ended Year ended
30 June 30 June 30 June 30 June 30 June 30 June 31 Dec 31 Dec 31 Dec
2016 2016 2016 2015 2015 2015 2015 2015 2015
Pre- Exceptional Total Pre- Exceptional Total Pre- Exceptional Total
Exceptional items Exceptional items Exceptional items
(Note 5) (Note 5) (Note 5)
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Revenue,
including Group
share of joint
ventures
and associates 1,914,252 - 1,914,252 1,733,231 - 1,733,231 3,453,765 - 3,453,765
Group revenue 1,588,839 - 1,588,839 1,430,758 - 1,430,758 2,875,388 - 2,875,388
Cost of sales (1,368,448) - (1,368,448) (1,232,995) - (1,232,995) (2,479,072) - (2,479,072)
--------------- ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------
Gross profit 220,391 - 220,391 197,763 - 197,763 396,316 - 396,316
Operating
expenses (197,498) - (197,498) (175,433) - (175,433) (355,845) 2,028 (353,817)
Share of profit
of joint
ventures and
associates 5,483 - 5,483 4,866 - 4,866 10,099 - 10,099
--------------- ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------
Operating profit 28,376 - 28,376 27,196 - 27,196 50,570 2,028 52,598
Net financial
expense (2,804) - (2,804) (3,040) - (3,040) (5,815) - (5,815)
--------------- ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------
Profit before
tax 25,572 - 25,572 24,156 - 24,156 44,755 2,028 46,783
Income tax
expense (4,898) - (4,898) (4,678) - (4,678) (8,930) (351) (9,281)
--------------- ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------
Profit for the
period 20,674 - 20,674 19,478 - 19,478 35,825 1,677 37,502
=============== ============ ==================== ============ ============ ============ ============ ============ ============
Attributable to:
Equity holders
of the
parent 15,240 15,552 30,027
Non-controlling
interests 5,434 3,926 7,475
-------------------- ------------ ------------
20,674 19,478 37,502
==================== ============ ============
Earnings per
ordinary
share
Basic 4.77 4.69 9.07
Fully diluted 4.70 4.66 8.97
Adjusted fully
diluted 6.16 5.52 10.58
--------------- ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------
Total Produce plc
Condensed Group Statement of Comprehensive Income
for the half-year ended 30 June 2016
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to 30 June to 30 June 31 Dec 2015
2016 2015
EUR'000 EUR'000 EUR'000
Profit for the period 20,674 19,478 37,502
------------- ------------- --------------
Other comprehensive income:
Items that may be reclassified subsequently
to profit or loss:
Foreign currency translation effects:
* foreign currency net investments - subsidiaries (11,176) 10,483 8,471
* foreign currency net investments - joint ventures and
associates 202 2,016 704
* foreign currency borrowings designated as net
investment hedges 4,667 (5,217) (4,015)
Effective portion of changes in fair
value of cash flow hedges, net (145) (106) 9
Deferred tax on items taken directly
to other comprehensive income 19 34 (1)
------------- ------------- --------------
(6,433) 7,210 5,168
------------- ------------- --------------
Items that will not be reclassified
to profit or loss:
Remeasurement (losses)/gains on post-employment
defined benefit schemes (23,241) 11,971 9,870
Revaluation gains on property, plant
and equipment - - 2,261
Revaluation losses on property, plant
and equipment - - (2,233)
Deferred tax on items taken directly
to other comprehensive income 3,346 (1,660) (782)
Share of joint ventures and associates
remeasurement losses on post employment
defined benefit schemes (707) - (563)
Share of joint ventures and associates
deferred tax on items taken directly
to other comprehensive income - - (1)
------------- ------------- --------------
(20,602) 10,311 8,552
------------- ------------- --------------
Other comprehensive income for the
period (27,035) 17,521 13,720
============= ============= ==============
Total comprehensive income for the
period (6,361) 36,999 51,222
============= ============= ==============
Attributable to:
Equity holders of the parent (10,856) 32,083 42,764
Non-controlling interests 4,495 4,916 8,458
------------- ------------- --------------
(6,361) 36,999 51,222
============= ============= ==============
Total Produce plc
Condensed Group Balance Sheet
as at 30 June 2016
(Unaudited) (Unaudited) (Audited)
30 June 2016 30 June 2015 31 Dec 2015
EUR'000 EUR'000 EUR'000
Assets
Non-current assets
Property, plant and equipment 147,327 139,313 141,994
Investment property 8,784 7,763 9,698
Goodwill and intangible assets 238,978 167,871 190,518
Investments in joint ventures and
associates 76,293 71,147 76,115
Other financial assets 664 752 732
Other receivables 8,768 2,702 5,781
Deferred tax assets 11,951 8,663 9,071
Total non-current assets 492,765 398,211 433,909
-------------- -------------- -------------
Current assets
Inventories 80,359 69,693 63,429
Trade and other receivables 395,865 381,252 279,223
Corporation tax receivable 1,822 887 3,875
Derivative financial instruments 969 63 196
Bank deposits 4,700 8,200 2,500
Cash and cash equivalents 103,282 90,644 129,738
-------------- -------------- -------------
Total current assets 586,997 550,739 478,961
-------------- -------------- -------------
Total assets 1,079,762 948,950 912,870
============== ============== =============
Equity
Share capital 3,422 3,541 3,446
Share premium 255,793 254,190 254,512
Other reserves (113,694) (105,385) (106,727)
Retained earnings 70,511 92,047 87,589
-------------- -------------- -------------
Total equity attributable to equity
holders of the parent 216,032 244,393 238,820
Non-controlling interests 75,230 68,479 74,959
-------------- -------------- -------------
Total equity 291,262 312,872 313,779
-------------- -------------- -------------
Liabilities
Non-current liabilities
Interest-bearing loans and borrowings 127,518 129,604 131,885
Deferred government grants 1,268 1,532 1,800
Other payables 2,314 2,389 1,411
Contingent consideration and put
option liability 58,996 12,749 28,363
Corporation tax payable 6,319 6,794 6,319
Deferred tax liabilities 25,003 11,882 17,397
Employee benefits 39,310 15,200 17,174
-------------- -------------- -------------
Total non-current liabilities 260,728 180,150 204,349
-------------- -------------- -------------
Current liabilities
Interest-bearing loans and borrowings 76,172 53,118 18,408
Trade and other payables 439,730 392,734 369,457
Contingent consideration 8,066 7,238 5,149
Derivative financial instruments 215 689 407
Corporation tax payable 3,589 2,149 1,321
-------------- -------------- -------------
Total current liabilities 527,772 455,928 394,742
-------------- -------------- -------------
Total liabilities 788,500 636,078 599,091
-------------- -------------- -------------
Total liabilities and equity 1,079,762 948,950 912,870
============== ============== =============
Total Produce plc
Condensed Group Statement of Changes in Equity
for the half-year ended 30 June 2016 (Unaudited)
Attributable to equity holders of the parent
Undeno-minated Put
capital option
For the EUR'000 Own Currency reserve Other Non-
half-year ended Share Share De-merger shares translation Reval-uation EUR'000 equity Retained controlling Total
30 June 2016 capital premium Reserve reserve reserve reserve reserves* earnings Total interests equity
(Unaudited) EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
As at 1 January
2016 3,446 254,512 99 (122,521) (8,580) 70 22,178 - 2,027 87,589 238,820 74,959 313,779
-------- -------- ---------------- ---------- -------- ------------ ------------- --------- ---------- ----------- ----------- ------------ -----------
Comprehensive
income
Profit for the
period - - - - - - - - - 15,240 15,240 5,434 20,674
-------- -------- ---------------- ---------- -------- ------------ ------------- --------- ---------- ----------- ----------- ------------ -----------
Other
comprehensive
income:
Items that may
be reclassified
subsequently to
profit or
loss:
Foreign currency
translation
effects - - - - - (6,016) - 421 - - (5,595) (712) (6,307)
Effective portion
of cash
flow hedges, net - - - - - - - - (190) - (190) 45 (145)
Deferred tax on
items taken
directly to
other
comprehensive
income - - - - - - - - 29 - 29 (10) 19
Items that will
not be
reclassified
to profit or
loss:
Remeasurement
losses on
post-employment
defined
benefit schemes - - - - - - - - - (22,941) (22,941) (300) (23,241)
Deferred tax on
items taken
directly to
other
comprehensive
income - - - - - - - - - 3,308 3,308 38 3,346
Share of joint
ventures
and associates
remeasurement
losses on post
employment
defined benefit
schemes - - - - - - - - - (707) (707) - (707)
Total other
comprehensive
income - - - - - (6,016) - 421 (161) (20,340) (26,096) (939) (27,035)
-------- -------- ---------------- ---------- -------- ------------ ------------- --------- ---------- ----------- ----------- ------------ -----------
Total
comprehensive
income - - - - - (6,016) - 421 (161) (5,100) (10,856) 4,495 (6,361)
-------- -------- ---------------- ---------- -------- ------------ ------------- --------- ---------- ----------- ----------- ------------ -----------
Total
transactions with
equity holders
New shares issued 17 1,281 - - - - - - (477) 477 1,298 - 1,298
NCI arising on
acquisition - - - - - - - - - - - 165 165
NCI arising on
acquisition
subject to put
options - - - - - - - - - - - 15,940 15,940
Recognition of
put option
liability at
acquisition - - - - - - - (17,155) - - (17,155) - (17,155)
Remeasurement of
put option
liability in
period - - - - - - - (337) - - (337) - (337)
Dividends - - - - - - - - - (6,482) (6,482) (3,766) (10,248)
Own shares
acquired and
cancelled (41) - 41 - - - - - - (5,973) (5,973) - (5,973)
Share-based
payment
transactions - - - - - - - - 154 - 154 - 154
-------- -------- ---------------- ---------- -------- ------------ ------------- --------- ---------- ----------- ----------- ------------ -----------
Total
transactions
with
equity holders (24) 1,281 41 - - - - (17,492) (323) (11,978) (28,495) 12,339 (16,156)
-------- -------- ---------------- ---------- -------- ------------ ------------- --------- ---------- ----------- ----------- ------------ -----------
Balance as at 30
June 2016 3,422 255,793 140 (122,521) (8,580) (5,946) 22,178 (17,071) 1,543 70,511 199,469 91,793 291,262
======== ======== ================ ========== ======== ============ ============= ========= ========== =========== =========== ============ ===========
Transfer of NCI
subject
to put for
presentation
purposes - - - - - - - 16,563 - - 16,563 (16,563) -
-------- -------- ---------------- ---------- -------- ------------ ------------- --------- ---------- ----------- ----------- ------------ -----------
Balance as at 30
June 2016 3,422 255,793 140 (122,521) (8,580) (5,946) 22,178 (508) 1,543 70,511 216,032 75,230 291,262
======== ======== ================ ========== ======== ============ ============= ========= ========== =========== =========== ============ ===========
*Other equity reserves comprise the cash flow hedge reserve,
available-for-sale reserve and the share option reserve
Total Produce plc
Condensed Group Statement of Changes in Equity
for the half-year ended 30 June 2016 (Continued)
Attributable to equity holders of the parent
-------------------------------------------------------------------------------------------------------
For the
half-year ended Own Currency Other Non-
30 June Share Share De-merger shares translation Reval-uation equity Retained controlling Total
2015 capital premium Reserve reserve reserve reserve reserves* earnings Total interests equity
(Unaudited) EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
As at 1 January
2015 3,533 253,565 (122,521) (8,580) (4,483) 21,882 2,024 71,628 217,048 68,341 285,389
-------- -------- ---------- -------- ------------ ------------- ---------- --------- --------- ------------ --------
Comprehensive
income
Profit for the
period - - - - - - - 15,552 15,552 3,926 19,478
-------- -------- ---------- -------- ------------ ------------- ---------- --------- --------- ------------ --------
Other
comprehensive
income:
Items that may
be reclassified
subsequently
to profit or
loss:
Foreign currency
translation
effects - - - - 6,453 - - - 6,453 829 7,282
Effective
portion of cash
flow hedges,
net - - - - - - (63) - (63) (43) (106)
Deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - 20 - 20 14 34
Items that will
not be
reclassified
to profit or
loss:
Remeasurement
gains on
defined
benefit
pension
schemes - - - - - - - 11,754 11,754 217 11,971
Deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - - (1,633) (1,633) (27) (1,660)
-------- -------- ---------- -------- ------------ ------------- ---------- --------- --------- ------------ --------
Total other
comprehensive
income - - - - 6,453 - (43) 10,121 16,531 990 17,521
-------- -------- ---------- -------- ------------ ------------- ---------- --------- --------- ------------ --------
Total
comprehensive
income - - - - 6,453 - (43) 25,673 32,083 4,916 36,999
-------- -------- ---------- -------- ------------ ------------- ---------- --------- --------- ------------ --------
Transactions
with equity
holders
New shares
issued 8 625 - - - - (243) 243 633 - 633
Acquisition of
non-controlling
interests - - - - - - - 353 353 (4,269) (3,916)
Disposal of
shareholding to
non-controlling
interest - - - - - - - - - 598 598
Dividends - - - - - - - (5,850) (5,850) (1,107) (6,957)
Share-based
payment
transactions - - - - - - 126 - 126 - 126
-------- -------- ---------- -------- ------------ ------------- ---------- --------- --------- ------------ --------
Total
transactions
with equity
holders 8 625 - - - - (117) (5,254) (4,738) (4,778) (9,516)
-------- -------- ---------- -------- ------------ ------------- ---------- --------- --------- ------------ --------
As at 30 June
2015 3,541 254,190 (122,521) (8,580) 1,970 21,882 1,864 92,047 244,393 68,479 312,872
======== ======== ========== ======== ============ ============= ========== ========= ========= ============ ========
*Other equity reserves comprise the cash flow hedge reserve,
available-for-sale reserve and the share option reserve
Total Produce
plc
Condensed Group Statement of Changes in Equity
for the
half-year ended
30 June 2016
(Continued)
--------- ------------------------------------------------------------------------------------------------------------- ----------------- ---------
Attributable to equity holders of the parent
Un-
denom Own Currency Reval-uation Other Non-controlling
Share Share inated De-merger shares translation reserve equity Retained interests Total
capital premium capital reserve reserve reserve EUR'000 reserves earnings Total EUR'000 equity
For the year EUR'000 EUR'000 EUR'000 EUR'000 EUR'00 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
ended 31
December 2015
(Audited)
As at 1 January
2015 3,533 253,565 - (122,521) (8,580) (4,483) 21,882 2,024 71,628 217,048 68,341 285,389
--------- --------- -------- ----------- --------- ------------- -------------- ---------- ---------- --------- ----------------- ---------
Comprehensive
income
Profit for the
year - - - - - - - - 30,027 30,027 7,475 37,502
----------------- --------- --------- -------- ----------- --------- ------------- -------------- ---------- ---------- --------- ----------------- ---------
Other
comprehensive
income:
Items that may
be reclassified
subsequently
to profit or
loss:
Foreign currency
translation
effects,
net - - - - - 4,553 - - - 4,553 607 5,160
Effective
portion of cash
flow hedges,
net - - - - - - - (11) - (11) 20 9
Deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - - 6 - 6 (7) (1)
Items that will
not be
reclassified
subsequently to
profit or loss:
Revaluation
gains/(losses)
on property,
plant and
equipment, net - - - - - - 105 - - 105 (77) 28
Remeasurement
gains on
post-employment
defined benefit
schemes - - - - - - - - 9,638 9,638 232 9,870
Deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - 191 - (1,181) (990) 208 (782)
Share of joint
ventures and
associates
remeasurement
losses on
post-employment
defined benefit
schemes - - - - - - - - (563) (563) - (563)
Share of joint
ventures and
associates
deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - - - (1) (1) - (1)
Total other
comprehensive
income - - - - - 4,553 296 (5) 7,893 12,737 983 13,720
--------- --------- -------- ----------- --------- ------------- -------------- ---------- ---------- --------- ----------------- ---------
Total
comprehensive
income - - - - - 4,553 296 (5) 37,920 42,764 8,458 51,222
--------- --------- -------- ----------- --------- ------------- -------------- ---------- ---------- --------- ----------------- ---------
Transactions
with equity
holders
New shares
issued 12 947 - - - - - (373) 373 959 - 959
Own shares
acquired and
cancelled (99) - 99 - - - - - (14,388) (14,388) - (14,388)
Non-controlling
interests
arising
on acquisition - - - - - - - - - - 4,132 4,132
Acquisition of
non-controlling
interests - - - - - - - - 351 351 (4,265) (3,914)
Disposal of
shareholding to
NCI - - - - - - - - - - 599 599
Contribution by
non-controlling
interest - - - - - - - - - - 36 36
Dividends paid - - - - - - - - (8,295) (8,295) (2,342) (10,637)
Share-based
payment
transactions - - - - - - - 381 - 381 - 381
--------- --------- -------- ----------- --------- ------------- -------------- ---------- ---------- --------- ----------------- ---------
Total
transactions
with equity
holders (87) 947 99 - - - - 8 (21,959) (20,992) (1,840) (22,832)
--------- --------- -------- ----------- --------- ------------- -------------- ---------- ---------- --------- ----------------- ---------
As at 31
December 2015 3,446 254,512 99 (122,521) (8,580) 70 22,178 2,027 87,589 238,820 74,959 313,779
========= ========= ======== =========== ========= ============= ============== ========== ========== ========= ================= =========
*Other equity reserves comprise the cash flow hedge reserve,
available-for-sale reserve and the share option reserve
Total Produce plc
Condensed Group Statement of Cash Flows
for the half-year ended 30 June 2016
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to to
30 June 2016 30 June 2015 31 Dec 2015
EUR'000 EUR'000 EUR'000
Net cash flows from operating activities
(Note 11) (25,184) (39,826) 60,811
-------------- -------------- -------------
Investing activities
Acquisition of subsidiaries (32,855) (57) (4,312)
Cash, assumed on acquisition of subsidiaries,
net 1,921 - 2,235
Acquisition of, and investment in joint
ventures and associates (2,071) (7,137) (7,338)
Payments of contingent consideration (1,689) (8,467) (11,964)
Payments of deferred consideration (1,871) (689) (692)
Proceeds from disposal of business 3,827 - -
Proceeds from disposal of joint ventures
and associates - - 670
Disposal of investment in subsidiary
to non-controlling interests - 598 599
Acquisition of property, plant and
equipment (13,798) (6,593) (16,506)
Acquisition of investment property - - (4,176)
Acquisition of intangible assets -
computer software (546) (1,797) (2,448)
Development expenditure capitalised (172) (171) (251)
Proceeds from disposal of property,
plant and equipment 680 887 3,944
Dividends received from joint ventures
and associates 7,826 7,265 8,070
Government grants received - - 449
-------------- -------------- -------------
Net cash flows from investing activities (38,748) (16,161) (31,720)
-------------- -------------- -------------
Financing activities
Drawdown of borrowings 48,305 55,974 95,673
Repayment of borrowings (20,638) (52,096) (86,488)
Increase in bank deposits (2,200) (6,200) (500)
Proceeds from the issue of share capital 1,298 633 959
Buyback of own shares (5,973) - (14,388)
Capital element of finance lease repayments (1,066) (949) (1,898)
Acquisition of non-controlling interests - (1,000) (1,000)
Capital contribution by non-controlling
interests - - 36
Dividends paid to non-controlling interests (3,766) (1,107) (2,342)
Dividends paid to equity holders of
the parent (6,482) (5,850) (8,295)
Net cash flows from financing activities 9,478 (10,595) (18,243)
-------------- -------------- -------------
Net (decrease)/increase in cash, cash
equivalents and overdrafts (54,454) (66,582) 10,848
Cash, cash equivalents and overdrafts
at start of period 123,205 110,390 110,390
Net foreign exchange difference (1,384) 1,820 1,967
-------------- -------------- -------------
Cash, cash equivalents and overdrafts
at end of
the period (Note 12) 67,367 45,628 123,205
============== ============== =============
Total Produce plc
Condensed Summary Group Reconciliation of Net Debt
for the half-year ended 30 June 2016
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to to
30 June 2016 30 June 31 Dec 2015
2015
EUR'000 EUR'000 EUR'000
Net (decrease)/increase in cash, cash
equivalents and overdrafts (54,454) (66,582) 10,848
Repayment of borrowings 20,638 52,096 86,488
Drawdown of borrowings (48,305) (55,974) (95,673)
Increase in bank deposits 2,200 6,200 500
Interest-bearing loans and borrowings
arising on acquisition (474) - (2,901)
Capital element of finance lease repayments 1,066 949 1,898
Finance leases arising on acquisition (683) - -
Other movements on finance leases (275) (227) (242)
Foreign exchange movement 2,634 (3,492) (2,125)
-------------- ------------ -------------
Movement in net debt (77,653) (67,030) (1,207)
Net debt at beginning of the period (18,055) (16,848) (16,848)
-------------- ------------ -------------
Net debt at end of the period (Note 12) (95,708) (83,878) (18,055)
============== ============ =============
Total Produce plc
Notes to the Interim Results for the half-year ended 30 June 2016
1. Basis of preparation
The condensed consolidated interim financial statements of Total
Produce plc as at, and for the six months ended 30 June 2016, have
been prepared in accordance with IAS 34 Interim Financial Reporting,
as adopted by the EU. The accounting policies and methods of computation
adopted in the preparation of the financial information are consistent
with those set out in the Group's consolidated financial statements
for the year ended 31 December 2015, with the exception of those
disclosed below, which were prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the EU.
The interim financial information for both the six months ended
30 June 2016 and the comparative six months ended 30 June 2015 is
unaudited. The financial information for the year ended 31 December
2015 represents an abbreviated version of the Group's statutory
financial statements for that year. Those statutory financial statements
contained an unqualified audit report and have been filed with the
Registrar of Companies.
The preparation of interim financial statements requires management
to make judgments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets and liabilities,
income and expense. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements,
the significant judgments made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty
were the same as those applied to the consolidated financial statements
as at and for the year ended 31 December 2015. See below for the
Group's accounting policy for put and call options on the shareholdings
of non-controlling interests.
Changes in accounting policy
The following are the new standards and amendments that are effective
for the Group's financial year ending on 31 December 2016 and that
had no significant impact on the results and financial position
of the Group for the period ended 30 June 2016:
* Amendments to IAS 19: Employee Benefits: Defined
Benefit Plans: Employee Contributions
* Annual improvements to IFRSs 2010-2012 Cycle
* Amendments to IAS 16: Property, Plant and Equipment
IAS 38 Intangible Assets: Clarification of acceptable
methods of depreciation and amortisation
* Amendments to IAS 16: Property, Plant and Equipment
and IAS 41 Bearer Plants
* Amendments to IAS 27: Consolidated and Separate
Financial Statements: Equity method in Separate
Financial Statements
* Amendments to IAS 1 Presentation of Financial
Statements: Disclosure Initiative
* Annual Improvements to IFRSs 2012-2014 Cycle
Accounting policy for put options over non-controlling interest
shares
If a put option is held by a non-controlling interest ('NCI') in
a subsidiary undertaking, whereby the holder of the put option can
require the Group to acquire the NCI's shareholding in the subsidiary
at a future date, the Group carefully examines the nature of such
a put option. The Group assesses whether or not the NCI continues
to have a present ownership interest in the shares subject to the
put option. Present ownership interest can be evidenced by NCI continuing
to have a right to the receipt of dividends, or benefitting from
increases in net assets while holding a voting entitlement to the
shares subject to the put option. If it is deemed that the put option
holders continue to have a present ownership interest, the Group
applies the partial recognition of NCI method as follows:
(a) the Group continues to recognise the amount that would have
been recognised for the non-controlling interest, including an update
to reflect its share of profit and losses, dividends and other changes
(b) the Group recognises a financial liability in accordance with
IAS 32 being the estimate of the fair value of the consideration
to acquire the NCI shares that are subject to the put option and
records this in a separate reserve in equity;
(c) changes in the fair value of the financial liability are reflected
as a movement in the put liability reserve; and
(d) for presentation purposes in the balance sheet, the Group transfers
the non-controlling interest subject to the put as an offset to
the put option reserve in equity.
If the NCI put is exercised, the same treatment is applied up to
the date of exercise. The amount recognised as the financial liability
at that date is extinguished by the payment of the put option exercise.
If the put option expires unexercised, the position is unwound so
that the non-controlling interest is recognised as the amount it
would have been as if the put option had never been granted and
the financial liability is derecognised with a corresponding credit
to equity.
If the non-controlling interest does not have present ownership
rights from the put option, then the transaction is accounted for
as if the Group had acquired the NCI at the date of entering into
the put option.
Accounting policy for call options over non-controlling interest
shares
If the Group has a call option over the shares held by a NCI in
a subsidiary undertaking, where the Group can require the NCI to
sell its shareholding in the subsidiary at a future date, the option
is classified as a derivative and is recognised as a financial instrument
on inception with fair value movements recognised in the income
statement.
The financial information is presented in Euro, rounded to the nearest
thousand. These condensed consolidated interim financial statements
were approved by the Board of Directors on 29 August 2016.
2. Translation of foreign currencies
The reporting currency of the Group is Euro. The exchange rates
used for the translation of the results and balance sheets into
Euro are as follows:
Average rate Closing rate
6 months to
30 June 30 June % change 30 June 31 Dec % change
2016 2015 2016 2015
Brazilian Real 4.1318 n/a n/a 3.5879 4.3198 16.9%
Canadian Dollar 1.4853 1.3787 (7.7%) 1.4389 1.5129 4.9%
Czech Koruna 27.0395 27.4561 1.5% 27.0999 27.0217 (0.3%)
Danish Kroner 7.4501 7.4559 0.1% 7.4386 7.4623 0.3%
Indian Rupee 76.3884 70.3084 (8.6%) 74.9906 72.2024 (3.9%)
Polish Zloty 4.3663 4.1360 (5.6%) 4.4129 4.2628 (3.5%)
Pound Sterling 0.7844 0.7258 (8.1%) 0.8292 0.7368 (12.5%)
Swedish Krona 9.2985 9.3387 0.4% 9.4118 9.1858 (2.5%)
US Dollar 1.1163 1.1173 0.1% 1.1105 1.0907 (1.8%)
-------- -------- --------- -------- -------- ---------
3. Segmental Analysis
The table below details a segmental breakdown of the Group's total
revenue and adjusted EBITA for the six months ended 30 June 2016, the
six months ended 30 June 2015 and the full year ended 31 December 2015.
In accordance with IFRS 8, the Group's reportable operating segments
based on how performance is currently assessed and resources are allocated
are as follows:
- Europe - Eurozone: This reportable segment is an aggregation
of thirteen operating segments principally in France, Ireland,
Italy, the Netherlands and Spain primarily involved in the
procurement, marketing and distribution of fresh produce and
some healthfoods and consumer goods products. These operating
segments have been aggregated because they have similar economic
characteristics.
- Europe - Non-Eurozone: This operating segment is an aggregation
of six operating segments in Scandinavia, United Kingdom, Poland
and the Czech Republic primarily involved in the procurement,
marketing and distribution of fresh produce and some healthfoods
and consumer goods products. These operating segments have
been aggregated because they have similar economic characteristics.
- International: This segment is an aggregation of five operating
segments in North America and India primarily involved in the
procurement, marketing and distribution of fresh produce. The
North American sports nutrition business ceased trading in
April 2016.
Segment performance is evaluated based on revenue and adjusted EBITA.
Management believe that adjusted EBITA, while not a defined term under
IFRS, provides a fair reflection of the underlying trading performance
of the Group. Adjusted EBITA represents earnings before interest, tax,
acquisition related intangible asset amortisation charges and costs,
fair value movements on contingent consideration and exceptional items.
It also excludes the Group's share of these items within joint ventures
and associates. Adjusted EBITA is therefore, measured differently from
operating profit in the Group financial statements as explained and
reconciled in detail in the analysis below.
Finance costs, finance income and income taxes are managed on a centralised
basis. These items are not allocated between operating segments for
the purpose of the information presented to the Chief Operating Decision
Maker ('CODM') and are accordingly omitted from the detailed segmental
analysis that follows.
(Unaudited) (Unaudited) (Audited)
6 months to 6 months to Year ended
30 June 2016 30 June 2015 31 Dec 2015
Total Adjusted Total Adjusted Total Adjusted
revenue EBITA revenue EBITA revenue EBITA
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Europe - Eurozone 869,802 13,252 832,782 12,164 1,653,035 22,170
Europe - Non-Eurozone 811,022 19,778 766,892 18,825 1,537,842 38,603
International 261,347 4,899 158,006 2,523 320,808 3,362
Inter-segment revenue (27,919) - (24,449) - (57,920) -
---------- --------- ------------ --------- ---------- ---------
Third party revenue
and adjusted EBITA 1,914,252 37,929 1,733,231 33,512 3,453,765 64,135
----------------------- ---------- --------- ------------ --------- ---------- ---------
All inter-segment revenue transactions are at arm's length.
Reconciliation of segmental profit to operating profit
-----------------------------------------------------------------------
Below is a reconciliation of adjusted EBITA per the Group's management
reports to operating profit and profit before tax as presented in
the Group income statement:
-----------------------------------------------------------------------
Note (Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to to 30 June 31 Dec
30 June 2015 2015
2016
EUR'000 EUR'000 EUR'000
Adjusted EBITA per
management reporting 37,929 33,512 64,135
Acquisition related
intangible asset
amortisation within
subsidiaries (i) (3,844) (2,595) (5,183)
Share of joint ventures
and associates
acquisition related
intangible asset
amortisation (i) (1,268) (851) (2,434)
Fair value movements on
contingent
consideration (ii) (767) (851) (1,384)
Acquisition related costs
within
subsidiaries (iii) (840) (4) (672)
Share of joint ventures
and associates
net financial expense (iv) (203) (136) (330)
Share of joint ventures
and associates
tax (iv) (2,631) (1,879) (3,562)
------------------------- ------------------------- ------------
Operating profit before
exceptional
items 28,376 27,196 50,570
Exceptional items (Note 5) (v) - - 2,028
------------------------- ------------------------- ------------
Operating profit after
exceptional
items 28,376 27,196 52,598
Net financial expense (vi) (2,804) (3,040) (5,815)
------------------------- ------------------------- ------------
Profit before tax 25,572 24,156 46,783
========================= ========================= ============
(i) Acquisition related intangible asset amortisation charges are
not allocated to operating segments in the Group's management
reports.
(ii) Fair value movements on contingent consideration are not allocated
to operating segments in the Group's management reports.
(iii) Acquisition related costs are transaction costs directly related
to the acquisition of subsidiaries and are not allocated to operating
segments in the Group's management reports.
(iv) Under IFRS, included within profit before tax is the Group's share
of joint ventures and associates profit after acquisition related
intangible amortisation charges and costs, tax and interest. In
the Group's management reports these items are excluded from the
adjusted EBITA calculation.
(v) Exceptional items (Note 5) are not allocated to operating segments
in the Group's management reports.
(vi) Financial income and expense is primarily managed at Group level,
and is therefore not allocated to individual operating segments
in the Group's management reports.
4. Adjusted profit before tax, adjusted EBITA and adjusted EBITDA
For the purpose of assessing the Group's performance, Total Produce
management believe that adjusted EBITDA, adjusted EBITA, adjusted
profit before tax and adjusted earnings per share (Note 6) are the
most appropriate measures of the underlying performance of the Group.
(Unaudited) (Unaudited) (Audited)
6 months 6 months to Year ended
to 30 June 30 June 2015 31 Dec 2015
2016
EUR'000 EUR'000 EUR'000
Profit before tax per income statement 25,572 24,156 46,783
Adjustments
Exceptional items (Note 5) - - (2,028)
Fair value movements on contingent
consideration 767 851 1,384
Share of joint ventures and associates
tax 2,631 1,879 3,562
Acquisition related intangible asset
amortisation within subsidiaries 3,844 2,595 5,183
Share of joint ventures and associates
acquisition related intangible asset
amortisation 1,268 851 2,434
Acquisition related costs within
subsidiaries 840 4 672
------------- --------------- --------------
Adjusted profit before tax 34,922 30,336 57,990
Exclude
Net financial expense - subsidiaries 2,804 3,040 5,815
Net financial expense - share of
joint ventures and associates 203 136 330
------------- --------------- --------------
Adjusted EBITA 37,929 33,512 64,135
Exclude
Amortisation of software costs 605 427 988
Depreciation - subsidiaries 8,435 7,534 15,527
Depreciation - share of joint ventures
and associates 1,234 1,172 2,172
------------- --------------- --------------
Adjusted EBITDA 48,203 42,645 82,822
============= =============== ==============
5. Exceptional items
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to 30 June to 30 June 31 Dec 2015
2016 2015
EUR'000 EUR'000 EUR'000
Profit on disposal of property and
leasehold interests - - 2,028
Total exceptional items - - 2,028
Net tax charge on exceptional items - - (351)
-------------- -------------- --------------
Total - - 1,677
============== ============== ==============
There were no exceptional items in the six month period ended 30 June
2016 (30 June 2015: EURNil)
In the second half of the year ended 31 December 2015, the Group realised
a net profit of EUR2,028,000 after associated costs on the disposal
of property and leasehold interests in Europe. The net tax charge on
these disposals was EUR216,000 and in addition to this a deferred tax
charge of EUR135,000 was recognised on prior year revaluation movements
on investment property.
6. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit for
the year attributable to ordinary equity holders of the parent by
the weighted average number of ordinary shares outstanding during
the year, excluding shares purchased by the company which are held
as treasury shares.
(Unaudited) (Unaudited) (Audited)
6 months to 6 months Year ended
30 June 2016 to 30 June 31 Dec 2015
2015
EUR'000 EUR'000 EUR'000
Profit attributable to equity holders
of the parent 15,240 15,552 30,027
=============== ============= ==============
'000 '000 '000
Shares in issue at beginning of period 344,609 353,312 353,312
New shares issued (weighted average) 810 370 655
Shares repurchased by Company (weighted
average) (3,705) - (962)
Effect of treasury shares held (22,000) (22,000) (22,000)
--------------- ------------- --------------
Weighted average number of shares
at end of period 319,714 331,682 331,005
=============== ============= ==============
Basic earnings per share - cent 4.77 4.69 9.07
=============== ============= ==============
Diluted earnings per share
Diluted earnings per share is calculated by dividing the profit per
share attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding after adjustment for the effects
of all ordinary shares and options with a dilutive effect.
(Unaudited) (Unaudited) (Audited)
6 months to 6 months Year ended
30 June 2016 to 30 June 31 Dec 2015
2015
EUR'000 EUR'000 EUR'000
Profit attributable to equity holders
of the parent 15,240 15,552 30,027
=============== ============= ==============
'000 '000 '000
Weighted average number of shares
at end of period 319,714 331,682 331,005
Effect of share options with a dilutive
effect 4,200 1,790 3,850
--------------- ------------- --------------
Weighted average number of shares
at end of period (diluted) 323,914 333,472 334,855
=============== ============= ==============
Diluted earnings per share - cent 4.70 4.66 8.97
=============== ============= ==============
The average market value of the Company's shares for the purpose of
calculating the dilutive effect of share options was based on the
quoted market prices for the period during which the options were
outstanding.
Adjusted fully diluted earnings per share
Management believe that adjusted fully diluted earnings per share
as set out below provides a fair reflection of the underlying trading
performance of the Group after eliminating the impact of acquisition
related intangible asset amortisation charges and costs, remeasurement
to fair value of contingent consideration estimates, property revaluations
and exceptional items and the related tax on these items.
Adjusted fully diluted earnings per share is calculated by dividing
the adjusted profit attributable to ordinary shareholders (as calculated
below) by the weighted average number of ordinary shares outstanding
after adjustment for the effects of all ordinary shares and options
with a dilutive effect.
(Unaudited) (Unaudited) (Audited)
6 months to 6 months Year ended
30 June 2016 to 30 June
2015
EUR'000 EUR'000 31 Dec 2015
EUR'000
Profit attributable to equity holders
of the parent 15,240 15,552 30,027
Adjustments:
Exceptional items - net of tax (Note
5) - - (1,677)
Acquisition related intangible asset
amortisation in subsidiaries 3,844 2,595 5,183
Share of joint ventures and associates
acquisition related intangible asset
amortisation 1,268 851 2,434
Acquisition related costs within
subsidiaries 840 4 672
Remeasurement to fair value of contingent
consideration estimates 767 851 1,384
Tax effect of amortisation of intangible
assets (1,238) (724) (1,673)
Non-controlling interests share of
items above (774) (710) (910)
--------------- ------------- --------------
Adjusted fully diluted earnings 19,947 18,419 35,440
=============== ============= ==============
'000 '000 '000
Weighted average number of shares
at end
of period (diluted) 323,914 333,472 334,855
Adjusted fully diluted earnings per
share - cent 6.16 5.52 10.58
=============== ============= ==============
7. Post employment defined benefit schemes
(Unaudited) (Unaudited) (Audited)
6 months 6 months to Year ended
to 30 June
2016
EUR'000 30 June 2015 31 Dec 2015
EUR'000 EUR'000
Pension assets 182,251 183,494 179,136
Pension obligations (221,561) (198,694) (196,310)
------------- -------------- -------------
Net liability (39,310) (15,200) (17,174)
Net related deferred tax asset 5,767 2,230 2,643
------------- -------------- -------------
Net liability after tax (33,543) (12,970) (14,531)
============= ============== =============
Movement in period
Net liability at beginning of period (17,174) (27,514) (27,514)
Net interest expense and current
service cost recognised in the
income statement (2,213) (2,303) (4,693)
Employer contributions to schemes 2,351 3,042 5,411
Remeasurement (losses)/gains recognised
in other comprehensive income (23,241) 11,971 9,870
Translation adjustment 967 (396) (248)
------------- -------------- -------------
Net liability at end of period (39,310) (15,200) (17,174)
============= ============== =============
The table above summarises the movements in the net liability of the
Group's various defined benefit pension schemes in Ireland, the UK
and Continental Europe in accordance with IAS 19 Employee Benefits
(2011).
The Group's balance sheet at 30 June 2016 reflects pension liabilities
of EUR39.3m in respect of schemes in deficit, resulting in a net deficit
of EUR33.5m after deferred tax.
The current and past service costs and the net finance expense on
the net scheme liabilities are charged to the income statement. Remeasurement
gains and losses are recognised in other comprehensive income.
In determining the valuation of pension obligations, consultation
with independent actuaries is required. The estimation of employee
benefit obligations requires the determination of appropriate assumptions
such as discount rates, inflations rates and mortality rates.
The increase in the net liability during the period was primarily
due to the significant decrease in discount rates which results in
an increase in the net present value of the obligations of these pension
schemes. This was offset in part by a reduction in the inflation rate
assumption and positive returns of 7.5% on pension scheme assets in
the six month period. The discount rate in Ireland and the Eurozone
decreased to 1.70% (31 December 2015: 2.6% and 30 June 2015: 2.50%)
and in the UK decreased to 3.10% (31 December 2015: 4.10% and 30 June
2015: 3.90%). The inflation rate in Ireland and the Eurozone decreased
to 1.25% (31 December 2015: 1.50% and 30 June 2015: 1.50%) and in
the UK decreased to 2.70% (31 December 2015: 3.00% and 30 June 2015:
3.00%).
8. Dividends
The Board has approved an interim dividend of 0.8096 (2015: 0.736)
cent per share which represents a 10.0% increase on the comparative
period. This dividend, which will be subject to Irish withholding
tax rules, will be paid on 14 October 2016 to shareholders on the
register at 16 September 2016. In accordance with company law and
IFRS, this dividend has not been provided for in the balance sheet
at 30 June 2016. The final dividend for 2015 of EUR6,482,000 was paid
in May 2016.
During the period, the Group paid dividends of EUR3,766,000 (2015:
EUR1,107,000) to non-controlling shareholders in certain of the Group's
non wholly-owned subsidiaries.
9. Businesses acquired and other developments
In the six months to 30 June 2016, the Group made a number of investments
in the business as explained below.
Investment in subsidiaries
During the six month period the Group made a number of acquisitions
in the Fresh Produce sector in Europe and North America. On 1 February
2016, the Group made a 65% investment in Progressive Produce LLC,
headquartered in Los Angeles, California. Progressive Produce is
a grower, packer and distributor of conventional and organic produce
to the retail, wholesale and foodservice sectors in the US. An initial
payment was made on closing with further consideration due in 2019
contingent on achievement of future profit targets. In addition to
this, long term put and call options are in place for the remaining
35% shareholding, both exercisable from early 2022. In addition to
this, the Group made a number of other investments in subsidiaries
in the Non-Eurozone division with initial payments up front with
further consideration payable in later years contingent on achievement
of future profit targets. Details of consideration and assets and
liabilities arising on acquisition of subsidiaries, the largest being
Progressive Produce is as follows:
(Unaudited)
6 months
to
30 June
2016
EUR'000
Consideration paid and payable on all subisidiary acquisitions
in period
Cash consideration 32,855
Contingent consideration 14,491
Deferred consideration 274
----------------------------------------------
Total fair value of consideration 47,620
==============================================
Identifiable assets acquired and liabilities assumed
Property, plant and equipment 3,670
0BIntangible assets 26,241
Biological assets 308
Inventories 4,485
Trade and other receivables 23,592
Cash, cash equivalents and bank overdrafts 1,921
Bank borrowings (474)
Finance leases (683)
Trade and other payables including corporation tax (23,518)
Deferred tax liabilities (8,843)
Fair value of net identifiable assets and liabilities acquired 26,699
==============================================
Non-controlling interests arising on acquisition
Non-controlling interest measured at fair value 15,940
Non-controlling interest measured at share of net assets 165
----------------------------------------------
Total value of non-controlling interests arising on acquisition 16,105
==============================================
Goodwill calculation
Fair value of consideration 47,620
Fair value of pre-existing interest in acquiree 396
Fair value of net identifiable assets and liabilities acquired (26,699)
Non-controlling interest arising on acquisition 16,105
----------------------------------------------
Goodwill arising 37,422
==============================================
The principal factor contributing to the recognition of goodwill
of EUR37,422,000 is the realisation of costs savings and synergies
expected to be achieved for integrating the acquired entities, and
the value and skills of the assembled workforce in the acquired entitites.
The Group incurred acquisition related costs of EUR840,000 on legal
and professional fees and due diligence in respect of completed acquisitions.
This costs have been included in operating expenses in the period.
The initial assignment of fair values to net assets for all investments
has been performed on a provisional basis in respect of these acquisitions
given the timing of the completion of these transactions and will
be finalised within twelve months from the acquisition date, as permitted
by IFRS 3 (Revised) Business Combinations.
Investment in joint ventures and associates
The Group invested EUR3.4m in new and existing joint ventures and
associates including estimated contingent consideration payable on
investments if certain profit targets are met. The fair value of
the contingent consideration recognised at the date of acquisition
of EUR1.5m was calculated using the expected present value technique.
Put option liability
Within certain current year acquisitions, non-controlling shareholders
have a put option to put their shareholding to Total Produce. Up
to the point of exercise of these put options, the non-controlling
shareholder continues to have a right to dividends and voting rights
on the shareholdings that are subject to the put option. As outlined
in Note 1 of this interim statement, where the holder of the put
retains a present ownership interest in the shares, the Group applies
the partial recognition of non-controlling interest method for put
options. The non-controlling interest is therefore recognised in
the traditional manner but is transferred against the put liability
reserve for presentation purposes in the balance sheet.
The estimated fair value at date of acquisition for the consideration
on exercise of these put options was EUR17,155,000. This put option
liability has been recognised in a put option reserve attributable
to the equity holders of the parent. The valuation method applied
for the purposes of this fair value assessment was the option price
formula agreed in the share purchase agreements with the inputs based
on the budget plan for 2016 and an application of a steady growth
rate, discounted to a net present value with the assumption that
the put option would be exercised at the earliest possible date.
In accordance with the Group accounting policy for put options (partial
recognition of NCI method), and for presentation purposes in the
balance sheet, the carrying value of NCI at period end has been transferred
to the put option reserve.
Payment of contingent and deferred consideration
During the period, the Group paid EUR1.7m of contingent consideration
and EUR1.9m of deferred consideration relating to prior period acquisitions.
The Group continues to actively pursue further investment opportunities
in both new and existing markets.
Disposal of business
In April 2016, the Group disposed of a sports nutrition business
in the US. Details of the proceeds received and assets and liabilities
disposed of are outlined below.
30 June 2016
EUR'000
Consideration received
Cash consideration 3,828
Deferred payments (all due within 1 year) 3,790
-------------------
Total fair value of consideration 7,618
-------------------
Identifiable assets and liabilities disposed including
goodwill 8,545
-------------------
Loss on disposal of business (recognised within operating
expenses) (927)
-------------------
10. Financial instruments
The fair values of financial assets and financial liabilities, together
with the carrying amounts in the Condensed Group Balance Sheet at
30 June 2016, 30 June 2015 and 31 December 2015 are as follows:
(Unaudited) (Unaudited) (Audited)
30 June 2016 30 June 2015 31 Dec 2015
Carrying Fair Carrying Fair Carrying Fair
value value value value value value
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Other financial assets(1) 664 664 752 752 732 732
Trade and other receivables
- current(1) * 381,205 n/a 366,087 n/a 269,798 n/a
Trade and other receivables
- non-current* 8,768 8,768 2,702 2,702 5,781 5,781
Bank deposits(1) 4,700 n/a 8,200 n/a 2,500 n/a
Cash and cash equivalents(1) 103,282 n/a 90,644 n/a 129,738 n/a
Derivative financial
assets 969 969 63 63 196 196
---------- ---------- ----------
499,588 468,448 408,745
========== ========== ==========
Trade and other payables
- current(1) 439,730 n/a 392,734 n/a 369,457 n/a
Trade and other payables
- non-current 2,314 2,314 2,389 2,389 1,411 1,411
Bank overdrafts(1) 35,915 n/a 45,016 n/a 6,533 n/a
Bank borrowings 163,818 165,148 132,637 133,072 139,628 139,749
Finance lease liabilities(1) 3,957 4,153 5,069 5,469 4,132 4,327
Derivative financial
liabilities 215 215 689 689 407 407
Contingent consideration 49,991 49,991 19,987 19,987 33,512 33,512
Put option liability 17,071 17,071 - - - -
---------- ---------- ----------
713,011 598,521 555,080
---------- ---------- ----------
1. The Group has availed of the exemption under IFRS 7 Financial Instruments:
Disclosure for additional disclosures where fair value closely approximates
carrying value.
* For the purposes of this analysis prepayments have not been included
within other receivables. Carrying value of other financial assets,
trade receivables and other receivables are stated net of impairment
provision where appropriate and consequently fair value is considered
to approximate to carrying value.
A number of put and call options arising from acquisitions have immaterial
fair value.
The Group uses the following hierarchy for determining and disclosing
the fair value of financial instruments by valuation technique:
* Level 1: quoted (unadjusted) prices in active markets
for identical assets or liabilities;
* Level 2: other techniques for which all inputs which
have a significant effect on the recorded fair value
are observable, either directly or indirectly;
* Level 3: techniques which use inputs which have a
significant effect on the recorded fair value that
are not based on observable market data.
At 30 June 2016, 30 June 2015 and 31 December 2015 the Group recognised
and measured the following instruments at fair value:
(Unaudited) (Unaudited) (Audited)
30 June 30 June 30 June 30 June 31 Dec 31 Dec
2016 2016 2015 2015 2015 2015
Level Level Level Level Level Level
2 3 2 3 2 3
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Assets measured at fair
value
At fair value through
profit or loss
Foreign exchange contracts - - 3 - - -
Designated as hedging
instruments
Foreign exchange contracts 969 - 60 - 196 -
Liabilities measured at
fair value
At fair value through
profit or loss
Foreign exchange contracts - - (193) - (198) -
Interest rate swaps (110) - - - (120) -
Contingent consideration - (49,991) - (19,987) - (33,512)
Designated as hedging
instruments
Foreign exchange contracts (90) - (335) - (75) -
Interest rate swaps (15) - (161) - (14)
At fair value through
equity
Put option liability - 17,071 - - - -
Additional disclosures for Level 3 fair value measurements
Contingent consideration and put option liability
(Unaudited) (Unaudited) (Unaudited)
Contingent Put option
consideration liability Total
EUR'000 EUR'000 EUR'000
At 1 January 2016 33,512 - 33,512
Paid during the period (1,689) - (1,689)
Arising on acquisition of subsidiaries 14,491 17,155 31,646
Arising on acquisition of joint ventures 1,527 - 1,527
Fair value movement resulting in an
adjustment to goodwill - subsidiaries (63) --- (63)
Fair value movement of put option
recognised directly within equity - 337 337
Foreign exchange movements 1,446 (421) 1,025
Included in the income statement
* Fair value remeasurements 767 - 767
At 30 June 2016 49,991 17,071 67,062
----------------------- ------------ --------------------
Presented on Balance Sheet as follows:
Current liability 8,066 - 8,066
Non-current liability 41,925 17,071 58,996
----------------------- ------------ --------------------
49,991 17,071 67,062
======================= ============ ====================
Contingent consideration
Contingent consideration represents provision for the net present
value of the amounts expected to be payable in respect of acquisitions
which are subject to earn-out arrangements. Contingent consideration
for each individual transaction is valued internally by the Group
Finance team and updated as required at each reporting period.
Put option liability
The put option liability represents the provision for the net present
value of amounts expected to be payable in respect of NCI shareholdings
that are subject to put options which give the put option holder the
right to put their shareholding to the Group. The valuation method
applied for the purposes of this fair value assessment is in accordance
with the put option price formula. The inputs used are based on the
budget plan for future years and the application of a steady growth
rate, discounted to a net present value. The Group estimates that
put options would be exercised at the earliest possible date.
11. Cash flows generated from operations
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to to
30 June 2016 30 June 2015 31 Dec 2015
EUR'000 EUR'000 EUR'000
Operating activities
Profit before tax 25,572 24,156 46,783
Adjustments for non-cash items:
Income tax paid (1,715) (3,277) (10,747)
Depreciation of property, plant and
equipment 8,435 7,534 15,527
Impairment of property, plant and
equipment - - 743
Insurance income receivable - - (743)
Exceptional gain on disposal of property
and leasehold interests - - (2,028)
Remeasurement to fair value of contingent
consideration estimates 767 851 1,384
Amortisation of intangible assets
- acquisition related 3,844 2,595 5,183
Amortisation of intangible assets
- development costs capitalised 103 158 249
Amortisation of intangible assets
- computer software 605 427 988
Impairment of goodwill and intangible
assets - - -
Amortisation of government grants (531) (151) (332)
Share-based payment expense 154 126 381
Defined benefit pension scheme expense 2,213 2,303 4,693
Contributions to defined benefit
pension schemes (2,351) (3,042) (5,411)
Net gain on disposal of property,
plant and equipment (27) (168) (516)
Net finance expense 2,804 3,040 5,815
Net financial expense paid (3,045) (2,724) (6,006)
Net (gain)/loss on non-hedging derivative
financial instruments (98) 329 (23)
Loss on disposal of trading assets 927 - -
Loss on disposal of joint venture
investment - 16 15
Share of profits of joint ventures
and associates (5,483) (4,866) (10,099)
Fair value movement in biological 308 - -
assets
Cash flows from operations before
working capital movements 32,482 27,307 45,856
-------------------------- ------------------------- -------------
Movements in working capital:
* Movements in inventories (17,144) (19,086) (10,798)
* Movements in trade and other receivables (101,374) (89,316) 14,598
* Movement in trade and other payables 60,852 41,269 11,155
Total movements in working capital (57,666) (67,133) 14,955
-------------------------- ------------------------- -------------
Cash flows from operating activities (25,184) (39,826) 60,811
========================== ========================= =============
12. Analysis of Net Debt and Cash and Cash Equivalents
Net debt is a non-IFRS measure which comprises bank deposits, cash
and cash equivalents and current and non-current interest-bearing
loans and borrowings. The calculation of net debt at 30 June 2016,
30 June 2015 and 31 December 2015 is as follows:
(Unaudited) (Unaudited) (Audited)
30 June 2016 30 June 2015 31 Dec 2015
EUR'000 EUR'000 EUR'000
Current assets
Bank deposits 4,700 8,200 2,500
Cash and cash equivalents 85,391 69,427 110,895
Call deposits (demand balances) 17,891 21,217 18,843
Current liabilities
Bank overdrafts (35,915) (45,016) (6,533)
Current bank borrowings (38,759) (6,377) (10,073)
Current finance leases (1,498) (1,725) (1,802)
Non-current liabilities
Non-current bank borrowing (125,059) (126,260) (129,555)
Non-current finance leases (2,459) (3,344) (2,330)
-------------- -------------- -------------
Net debt at end of period (95,708) (83,878) (18,055)
============== ============== =============
Reconciliation of cash and cash equivalents per balance sheet to
cashflow statement
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to 30 June to 30 June 31 Dec 2015
2016 2015
EUR'000 EUR'000 EUR'000
Cash and cash equivalents per balance
sheet 103,282 90,644 129,738
Bank overdrafts (35,915) (45,016) (6,533)
------------- ------------- --------------
Cash, cash equivalents and bank
overdrafts per
Cash flow statement 67,367 45,628 123,205
============= ============= ==============
13. Post balance sheet events
On 8 July 2016, the High Court of Ireland confirmed approval for
the reduction of the Company's share premium account by an amount
of EUR108,071,000. Following the registration of this court order
with the Registrar of Companies on 11 July 2016, the Company reduced
its share premium by the sum of EUR108,071,000 and transferred this
amount to retained earnings. There have been no other material events
subsequent to 30 June 2016 which would require disclosure or adjustment
in this report.
14. Related party transactions
There have been no related party transactions or changes to related
party transactions other from those as described in the 2015 Annual
Report that materially affect the financial position or affect the
performance of the Group for the six month period ended 30 June 2016.
15. Board approval
This interim results statement was approved by the Board of Directors
of Total Produce plc on 29 August 2016.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SEEFAUFMSESA
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