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the FRC guidance on Going Concern
Basis of Accounting and Reporting, namely assessing the applicability of the
going concern basis, the review period and disclosures.
The group has net debt of £1,778.8m at 31 December 2016 (2015: £1,838.8m).
The Group’s committed revolving credit facility, bank term loan facilities
and private placement notes are subject to compliance with covenant
requirements including maximum ratios of net debt to adjusted EBITDA before
exceptional items. This covenant threshold varies from 3.0 times (which may
under certain circumstances be increased to 3.5 times) to 3.5 times depending
on the debt instrument in question. They are tested semi-annually.
The Company’s calculation of adjusted net debt to adjusted EBITDA at 31
December 2016 is 2.9 times and is in compliance with the relevant ratios.
Headroom has narrowed from previous periods in light of the lower results for
2016. The directors have applied their judgement in the preparation of the
financial statements upon which the covenant calculations are based. For the
purpose of the calculation the Company has calculated the ratio for 2016 by
applying the same treatment that has been applied in preparing the financial
statements. Accordingly items that are presented as non-underlying are
excluded from the covenant definition of adjusted EBITDA, with the exception
of acquisition costs. This basis of calculation is also consistent with the
approach adopted in prior years.
The Board has undertaken a rigorous assessment of the forecast assumptions
that support the going concern basis, taking into account the financial
forecasts, the Group’s existing debt levels, the committed funding and
liquidity positions, the Company’s historic experience in generating cash
from trading activities, and the working capital management strategies
available to it. They have applied sensitivity analysis to these forecasts
through both reductions in cash collections and underperformance against the
2017 business plan. They have considered mitigating actions available to the
Company in response to these sensitivities. After applying these
sensitivities and mitigating actions, the Group forecasts that it will
continue to operate within its covenants. Whilst more extreme downside
scenarios could lead to a breach, the Board expects to be able to maintain
compliance with these covenants in forecast periods, including the next two
test points of 30 June 2017 and 31 December 2017. Accordingly the Board has
a reasonable expectation that the Company will be able to operate as a going
concern for the foreseeable future and is satisfied that the accounts should
be prepared on a going concern basis.
Underlying profit
IAS 1 requires an entity to present additional information for specific items
to enable users to assess the underlying financial performance. In practice
these items are commonly referred to as ‘specific’ or ‘non-underlying’
items although such terminology is not defined in IFRS and accordingly there
is a level of judgement required in determining what items to separately
identify. The Board has adopted a policy to separately disclose those items
that it considers are outside the underlying operating results for the
particular year under review and against which the Group’s performance is
assessed. Those items which relate to the ordinary course of the Group's
operating activities remain within underlying, for example property
commercialisation transactions, service credit penalties, and accrued income
impairments that reflect the adjustments to long-term contract reappraisals
which follow the original recognition as underlying revenue.
Items within non-underlying include intangible amortisation, asset
impairments, acquisition contingent consideration movements, the financial
impact of business exits or businesses in the process of being exited,
acquisition expenses, movements in the mark to market valuation of certain
financial instruments, and specific non-recurring items in the income
statement which, in the Directors’ judgement, need to be disclosed
separately (see notes 2, 3 and 4) by virtue of their nature, size and
incidence in order for users of the financial statements to obtain a proper
understanding of the financial information and the underlying performance of
the business.
Preliminary announcement
A duly appointed and authorised committee of the Board of Directors approved
the preliminary announcement on 1 March 2017. The financial information set
out above does not constitute the Company's statutory accounts for the years
ended 31 December 2016 or 2015 but is derived from those accounts. Statutory
accounts for 2015 have been delivered to the registrar of companies, and those
for 2016 will be delivered in due course. The auditor has reported on those
accounts; their reports were (i) unqualified, (ii) did not include a reference
to any matters to which the auditor drew attention by way of emphasis without
qualifying their report and (iii) did not contain a statement under section
498 (2) or (3) of the Companies Act 2006.
1 Segmental information
The Group’s operations are organised and managed separately according to the
nature of the services provided, with each segment representing a strategic
business unit offering a different package of related services across the
Group’s markets. No operating segments have been aggregated to form the
reportable operating segments below. The information disclosed below
represents the way in which the results of the businesses were reported to the
Group Board. The reported segmental structure has been changed in the year
and therefore the comparatives have been restated accordingly.
Before eliminating sales between business units on consolidation, the Group
accounts for sales between business units as if they were to a third party at
market rates.
The tables below present revenue and the trading result information for the
Group’s business segments for the years 2016 and 2015. All operations are
continuing. The 2015 consolidated income statement has not been restated for
the impact of business exits and other non-underlying items. If the 2015
underlying consolidated income statement was restated for both businesses
exited during 2016 and businesses that were held for sale in 2015 but were not
exited in 2016, revenue would be reduced by £61.6m and profit before tax
would reduce by £4.7m.
Year ended 31 December 2016
Segment revenue Segment profit
Underlying trading revenue Inter-segment revenue Third party revenue Non-underlying trading Total segment revenue Underlying trading profit Non-underlying trading Total trading profit
Trading £m £m £m £m £m £m £m £m
Digital & Software Solutions 582.1 (60.5 ) 521.6 1.5 523.1 139.1 (0.5 ) 138.6
Integrated Services 293.5 (23.8 ) 269.7 — 269.7 (6.5 ) — (6.5 )
Commercial Services 314.6 (25.6 ) 289.0 — 289.0 63.9 — 63.9
Strategic Services 477.0 (42.4 ) 434.6 1.1 435.7 72.2 — 72.2
Local Government, Health & Property 715.0 (75.4 ) 639.6 1.3 640.9 64.1 — 64.1
Workplace Services 489.1 (36.8 ) 452.3 — 452.3 35.0 — 35.0
IT Enterprise Services 741.0 (124.3 ) 616.7 — 616.7 36.0 — 36.0
Asset Services 525.9 (53.0 ) 472.9 — 472.9 96.8 — 96.8
Customer Management 561.5 (57.8 ) 503.7 — 503.7 42.3 — 42.3
Capita Europe 207.1 (1.7 ) 205.4 3.9 209.3 6.1 (0.3 ) 5.8
Insurance & Benefits Services 597.1 (104.7 ) 492.4 3.5 495.9 31.9 0.9 32.8
Total trading 5,503.9 (606.0 ) 4,897.9 11.3 4,909.2 580.9 0.1 581.0
Accrued income write down (39.6 ) — (39.6 )
Total 541.3 0.1 541.4
Non-trading
Business exit costs (1) 2.7
Restructuring costs (2) (59.4 )
Amortisation of acquired intangibles (2) (152.2 )
Impairment of goodwill (2) (66.6 )
Impairment of acquired intangibles (2) (14.7 )
Impairment of investment loan (2) (2.6 )
Impairment of contract related assets (2) (58.3 )
Acquisition costs (2) (9.0 )
Contingent consideration movements (2) (1.2 )
Asset Services settlement provision (2) (13.4 )
Co-op contract dispute (2) (18.4 )
Operating profit 148.3
Net finance costs (3) (73.6 )
Profit on business disposal (1) 0.1
Profit before tax 74.8
Income tax expense (32.5 )
Profit for the year 42.3
1 See note 2
2 See note 3
3 See note 4
1 Segmental information (continued)
Year ended 31 December 2015
Segment revenue Segment result
Underlying trading revenue Inter-segment revenue Third party revenue Non-underlying trading (1) Total segment revenue Underlying trading result Non-underlying trading (1) Total trading result
Trading £m £m £m £m £m £m £m £m
Digital & Software Solutions 554.1 (60.0 ) 494.1 — 494.1 131.5 — 131.5
Integrated Services 226.8 (23.6 ) 203.2 — 203.2 16.3 — 16.3
Commercial Services 288.3 (25.3 ) 263.0 — 263.0 52.1 — 52.1
Strategic Services 374.6 (42.0 ) 332.6 84.4 417.0 69.2 (3.4 ) 65.8
Local Government, Health & Property 724.9 (74.6 ) 650.3 — 650.3 65.2 — 65.2
Workplace Services 534.9 (36.4 ) 498.5 — 498.5 46.0 — 46.0
IT Enterprise Services 658.0 (123.1 ) 534.9 — 534.9 49.7 — 49.7
Asset Services 488.9 (52.5 ) 436.4 — 436.4 104.4 — 104.4
Customer Management 638.0 (57.2 ) 580.8 — 580.8 57.5 — 57.5
Capita Europe 180.2 (1.7 ) 178.5 — 178.5 19.8 — 19.8
Insurance & Benefits Services 605.6 (103.6 ) 502.0 78.2 580.2 27.3 2.2 29.5
Total trading 5,274.3 (600.0 ) 4,674.3 162.6 4,836.9 639.0 (1.2 ) 637.8
Non-trading
Business exit costs (1) (136.9 )
Intangible amortisation (2) (165.0 )
Impairment of contract related assets (2) (76.7 )
Impairment of goodwill (2) (28.3 )
Xchanging transaction (2) 3.7
Acquisition costs (2) (16.2 )
Contingent consideration movements (2) 5.4
Asset Services settlement provision (2) (17.2 )
Operating profit 206.6
Net finance costs (3) (68.2 )
Loss on business disposal (1) (26.3 )
Profit before tax 112.1
Income tax expense (56.5 )
Profit for the year 55.6
1 See note 2.
2 See note 3.
3 See note 4.
2 Business exit
Business exits are businesses that have been exited during the year or are
held for sale at the year end.
In the 2015 Annual Report, we disclosed that the Group was in an active
process to sell a specialist insurance business, a health business and a
justice business and was therefore treating these businesses as a disposal
group held for sale. During the period, the disposal of the specialist
insurance and health business has been completed. The disposal process of
the justice business ceased, and the business was moved out from being a
disposal group held for sale back into underlying reported numbers. The
Group also completed the disposal of a number of other small low growth
businesses in the year.
Following a Group-wide business review, the Group announced it intends to
dispose of the majority of the Capita Asset Services division and our
specialist recruitment businesses which no longer fit the Group's core
business strategy. These actions will increase the Group's focus on its core
markets of customer and business process management services, while
underpinning the Group's balance sheet. At the 31 December 2016, none of
these disposals met any of the criteria to be treated as held for sale.
None of our 2016 business exits meet the definition of “discontinued
operations” as stipulated by IFRS 5, which requires disclosure and
restatement of comparatives where the relative size of a disposal or business
closure is significant, which is normally understood to mean a reported
segment. Accordingly, the separate presentation described below does not fall
within the requirements of IFRS 5 concerning discontinued operations and
comparatives have not been restated.
Income statement impact
Non-trading
Trading £m Cash Non-cash Total £m Total
£m £m £m
Revenue 11.3 — — — 11.3
Cost of sales (6.7 ) — — — (6.7 )
Gross profit 4.6 — — — 4.6
Administrative expenses (4.5 ) 2.9 (0.2 ) 2.7 (1.8 )
Operating profit 0.1 2.9 (0.2 ) 2.7 2.8
Profit on business disposal (see below) — 0.1 — 0.1 0.1
Profit before tax 0.1 3.0 (0.2 ) 2.8 2.9
Taxation — 0.5 — 0.5 0.5
Profit after tax 0.1 3.5 (0.2 ) 3.3 3.4
Trading revenue and costs represent the current year trading performance of
those businesses disposed.
Non-trading disposal and closure costs include the costs of exiting businesses
and the ongoing stranded costs such as property lease and redundancy payments.
During the year, the disposal process of the justice business ceased, and the
business was moved out from being a disposal group held for sale back into
underlying reported numbers. An onerous contract provision relating to that
business, being £6.9m, was transferred into underlying and recognised within
the Administrative expenses relating to business exits.
Profit on business disposal
The table below summarises the profit on disposal
Cash Non-cash Total
£m £m £m
Property, plant and equipment — (0.3 ) (0.3 )
Intangible assets — (5.2 ) (5.2 )
Trade and other receivables — (2.0 ) (2.0 )
Assets held for sale — (63.6 ) (63.6 )
Trade and other payables — 0.9 0.9
Liabilities held for sale — 19.9 19.9
Cash disposed of (4.2 ) — (4.2 )
Total net assets disposed of (4.2 ) (50.3 ) (54.5 )
Proceeds received 30.6 — 30.6
Loan notes 20.0 — 20.0
Residual non-controlling interest — 4.0 4.0
Profit on business disposal 46.4 (46.3 ) 0.1
Non-underlying cash movements in payables and receivables
Businesses disposed of and held for sale during 2016 generated operating cash
outflows, prior to disposal, of £12.3m.
3 Other non-underlying
Included within other non-underlying column are:
2016 2015
Cash in year Cash in future Non-cash Total Cash in year Cash in future Non-cash Total
Notes £m £m £m £m £m £m £m £m
Cost of sales
Co-op contract dispute — — 7.5 7.5 — — — —
Total cost of sales — — 7.5 7.5 — — — —
Administrative expenses
Amortisation of acquired intangibles 8 — — 152.2 152.2 — — 165.0 165.0
Impairment of acquired intangibles 8 — — 14.7 14.7 — — — —
Contingent consideration movements — — 1.2 1.2 — — (5.4 ) (5.4 )
Asset Services settlement provision 11 0.9 12.5 — 13.4 11.5 5.7 — 17.2
Restructuring expense 11 10.0 49.4 — 59.4 — — — —
Impairment of investment loan — — 2.6 2.6 — — — —
Impairment of contract related assets 7,8 — — 58.3 58.3 — — 76.7 76.7
Co-op contract dispute 1.8 4.9 4.2 10.9 — — — —
Impairment of goodwill 9 — — 66.6 66.6 — — 28.3 28.3
Xchanging transaction — — — — (3.7 ) — — (3.7 )
Professional fees regarding acquisitions 10 6.4 2.0 — 8.4 8.0 7.0 — 15.0
Stamp duty paid on acquisitions 10 0.6 — — 0.6 1.2 — — 1.2
Total administrative expenses 19.7 68.8 299.8 388.3 17.0 12.7 264.6 294.3
Operating profit 19.7 68.8 307.3 395.8 17.0 12.7 264.6 294.3
The above items are presented as specific non-underlying as the Board have
concluded that it is appropriate to do so. These items are not reflective of
the in-year performance of the Group. The tax impact of the above items is a
£54.9m credit. These items are discussed below:
Impairment and amortisation of intangible assets: the Group carries on its
balance sheet significant balances related to acquired intangible assets.
The amortisation of these assets, and any impairment charges, are reported
separately as they distort the in-year trading results and performance of the
acquired businesses is assessed through the underlying operational results.
Contingent consideration movements: in accordance with IFRS 3, movements in
the fair value of contingent consideration on acquisitions go through the
Group income statement. These are reported separately because performance of
the acquired businesses is assessed through the underlying operational results
and such a charge/credit movement would distort underlying results.
Asset Services settlement provision: these significant litigation costs are
historic in nature, being tied to previous acquisitions, comprising £22.9m of
provisions for future costs less £10.4m of insurance asset recoveries, and
are included in non-underlying as they are not reflective of the in-year
performance of the Group’s operational activities.
Restructuring expense: the Group continually assesses the resourcing levels,
both at a divisional level and also in relation to the management and delivery
of individual contracts. This results in restructuring actions in the
ordinary course of business and any such charges are recorded within the
underlying results. In 2016 the Board announced a major programme, with the
restructuring of the Group into six new reporting divisions under a Group wide
programme. The cost of this Group wide programme (£59.4m) has been charged
to non-underlying, being the element that is above the normal level of
restructuring undertaken by the Group.
Impairment of investment loan: the Group has fully impaired an historic
investment loan in the year. The charge is reported separately as such items
are not reflective of the in-year performance of the Group.
Impairment of contract related assets: as part of its year-end close process,
Capita has undertaken a comprehensive review across its major contracts.
Following this review management has taken the decision to impair, at 31
December 2016, a number of historic assets relating to a few specific
contracts, which were being amortised over their contract life. Non-current
assets amounting to £58.3m (£16.5m property, plant and equipment - see note
13; £41.8m capitalised software development intangible assets - see note 14)
have been written off as a non-underlying charge because it does not reflect
the contract performance in-year, and is consistent with prior year treatment.
Co-op contract dispute: the impact of the dispute with the Co-Operative Bank
plc on the financial statements is a charge of £18.4m representing the write
off of accrued income relating to the transformation programme of £7.5m to
cost of sales; and software licence costs of £4.2m, other costs of £5.8m and
a provision for 2017 legal costs of £0.9m to administrative expenses. This
has been included within non-underlying because it is one-off in nature and is
due to a contractual dispute rather than service credit penalties.
Impairment of goodwill: the Group carries on its balance sheet significant
balances related to acquired goodwill. Goodwill is subject to annual
impairment testing, and any impairment charges are reported separately as they
distort the in-year trading results and because performance of the acquired
businesses is assessed through the underlying operational results.
Acquisition related costs and stamp duty: these costs incurred with
acquisitions are not included in the assessment of business performance which
is based on the underlying results. IFRS requires certain costs incurred in
connection with acquired businesses to be recorded within the Group income
statement. These charges are not included in the internal assessment of
business performance which as above is based on the underlying operational
results. These charges are therefore separately disclosed as non-underlying.
4 Net finance costs
2016 2015
£m £m
Interest receivable (0.6 ) —
Bonds 35.6 31.0
Fixed rate interest rate swaps 12.6 5.4
Finance lease 0.2 0.4
Bank loans and overdrafts 11.6 10.3
Net interest cost on defined benefit pension schemes 6.6 6.4
Interest payable 66.6 53.5
Underlying net finance costs 66.0 53.5
Fixed rate interest rate swaps – mark to market 18.1 3.7
Discount unwind on public sector subsidiary partnership payment 2.3 2.2
Fair value movement in trade investments (0.1 ) 0.3
Non-designated foreign exchange forward contracts – mark to market (13.7 ) 8.0
Derivatives’ counterparty credit risk adjustment – mark to market 0.8 0.4
Derivatives’ own credit risk adjustment – mark to market 0.2 0.1
Non-underlying net finance costs 7.6 14.7
Total net finance costs 73.6 68.2
5 Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the
year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit
for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year plus
the weighted average number of ordinary shares that would be issued on the
conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted
earnings per share computations:
2016 2015
£m £m
Net profit attributable to ordinary equity holders of the parent from operations 36.9 52.7
2016 2015
Number Number million
million
Weighted average number of ordinary shares (excluding trust and treasury shares) for basic earnings per share 664.7 662.2
Dilutive potential ordinary shares:
Employee share options — 8.4
Weighted average number of ordinary shares (excluding trust and treasury shares) adjusted for the effect of dilution 664.7 670.6
There have been no other transactions involving ordinary shares or potential
ordinary shares between the reporting date and the date of completion of these
financial statements.
The earnings per share figures are calculated based on underlying earnings
attributable to ordinary equity holders of the parent of £376.7m (2015:
£468.4m) and, after non-underlying costs, earnings of £36.9m (2015:
£52.7m). They are both included to provide a better understanding of the
trading performance of the Group.
2016 2015
p p
Basic earnings per share – underlying 56.67 70.73
– after non-underlying 5.55 7.96
Diluted earnings per share – underlying 56.67 69.85
– after non-underlying 5.55 7.86
6 Dividends paid and proposed
2016 2015
£m £m
Declared and paid during the year
Ordinary shares (equity):
Final for 2015 paid: 21.2p per share (2014: 19.6p per share) 140.9 129.7
Interim for 2016 paid: 11.1p per share (2015: 10.5p per share) 73.9 69.6
Dividends paid to shareholders 214.8 199.3
Dividends paid to non-controlling interest 4.2 1.2
Total dividend paid 219.0 200.5
Proposed for approval at AGM (not recognised as a liability at 31 December)
Ordinary shares (equity):
Final for 2016: 20.6p per share (2015: 21.2p per share) 137.0 140.3
7 Property, Plant and Equipment
Leasehold improvements, land and buildings £m Plant and machinery £m Total £m
Cost
As at 1 January 2015 95.1 522.1 617.2
Subsidiaries acquired 0.5 10.8 11.3
Disposal of business (0.1 ) (0.2 ) (0.3 )
Transfer to held for sale assets (0.4 ) (1.0 ) (1.4 )
Additions 22.0 96.5 118.5
Disposals (1.8 ) (5.7 ) (7.5 )
Asset retirements (4.4 ) (66.4 ) (70.8 )
Re-class to intangible assets (net) — (6.1 ) (6.1 )
Exchange movement (0.4 ) (2.5 ) (2.9 )
As at 31 December 2015 110.5 547.5 658.0
Subsidiaries acquired — 2.7 2.7
Disposal of business — (0.5 ) (0.5 )
Transfer from held for sale assets — 0.6 0.6
Additions 10.5 73.1 83.6
Disposals (0.7 ) (14.0 ) (14.7 )
Asset retirements (18.2 ) (198.8 ) (217.0 )
Re-class to intangible assets — (2.6 ) (2.6 )
Exchange movement 2.9 12.3 15.2
As at 31 December 2016 105.0 420.3 525.3
Depreciation and impairment
As at 1 January 2015 35.9 132.5 168.4
Charged during the year - underlying 11.9 70.2 82.1
Accelerated depreciation - business closure 0.1 — 0.1
Impairment — 76.7 76.7
Disposal of business — (0.1 ) (0.1 )
Transfer to Held for Sale assets — (0.7 ) (0.7 )
Disposals (0.2 ) (2.8 ) (3.0 )
Asset retirements (4.4 ) (66.4 ) (70.8 )
Exchange movement (0.1 ) (0.6 ) (0.7 )
As at 31 December 2015 43.2 208.8 252.0
Charged during the year – underlying 12.3 69.6 81.9
Impairment — 16.5 16.5
Disposal of Business — (0.2 ) (0.2 )
Transfer from held for sale assets — 0.5 0.5
Disposals (0.3 ) (13.0 ) (13.3 )
Asset retirements (18.2 ) (198.8 ) (217.0 )
Exchange movement 1.8 8.4 10.2
As at 31 December 2016 38.8 91.8 130.6
Net book value
At 1 January 2015 59.2 389.6 448.8
At 31 December 2015 67.3 338.7 406.0
At 31 December 2016 66.2 328.5 394.7
7 Property, Plant and Equipment (continued)
The net book value of plant and machinery includes an amount of £2.3m (2015:
£7.0m) in respect of assets held under finance leases.
In light of the difficult market conditions experienced by the Group during
the year, management conducted a review of contract related balances on major
contracts across the Group. This review led to assets in the Insurance &
Benefits Services division with a total net book value of £16.5m being fully
written down.
8 Intangible assets
Intangible assets acquired in business combinations Intangible assets capitalised/purchased
Brands £m IP, software and licences £m Contracts and committed sales £m Client lists and relationships £m Goodwill £m Total acquired in business combinations £m Capitalised software development £m Other intangibles £m Total capitalised /purchased £m Total £m
Cost
At 1 January 2015 45.9 103.4 129.6 699.9 2,136.9 3,115.7 59.3 30.4 89.7 3,205.4
Subsidiaries acquired 16.7 10.6 7.9 182.4 259.4 477.0 0.2 0.9 1.1 478.1
Business disposal — — — — (49.4 ) (49.4 ) — — — (49.4 )
Additions — — — — — — 66.4 18.7 85.1 85.1
Disposals — — — — — — — (0.3 ) (0.3 ) (0.3 )
Transfer to assets held for sale (0.2 ) — — (20.1 ) (110.8 ) (131.1 ) (0.6 ) (0.1 ) (0.7 ) (131.8 )
Re-class from property, plant and equipment — — — — — — 5.0 1.1 6.1 6.1
Asset retirement — — — — — — (1.2 ) (1.0 ) (2.2 ) (2.2 )
Fair value adjustments in 2015 relating to 2014 acquisitions — — — — 1.1 1.1 — — — 1.1
Exchange movement (0.1 ) (0.8 ) — (3.3 ) (2.3 ) (6.5 ) (0.2 ) (0.1 ) (0.3 ) (6.8 )
At 31 December 2015 62.3 113.2 137.5 858.9 2,234.9 3,406.8 128.9 49.6 178.5 3,585.3
Subsidiaries acquired 27.1 — — 23.3 67.9 118.3 — 0.3 0.3 118.6
Business disposal (0.1 ) — — (2.2 ) (3.4 ) (5.7 ) — (0.2 ) (0.2 ) (5.9 )
Additions — — — — — — 68.1 7.4 75.5 75.5
Disposals — — — — — — — (0.3 ) (0.3 ) (0.3 )
Transfer from assets held for sale — — — 5.3
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