REG - DCC PLC - Results for the year ended 31 March 2015 <Origin Href="QuoteRef">DCC.L</Origin> - Part 3
15/07/2015 18:14
- Part 3: For the preceding part double click ID:nRSS5716Nb
(280)
Share of equity accounted investments' profit after tax 87 477
Profit before exceptional items and tax 5,088 6,006
Exceptional items 2,865 (4,721)
Profit on disposal of discontinued operations 8,214 -
Profit before tax 16,167 1,285
Income tax expense (404) (711)
Profit from discontinued operations after tax 15,763 574
The profit for the year from discontinued operations is fully attributable to the equity holders of the Company.
The following table details the cash flows from discontinued operations included in the Group Cash Flow Statement:
2015 2014
£'000 £'000
Net cash flows from operating activities (1,756) 4,897
Net cash flows from investing activities 4,674 1,692
Net cash flows from financing activities - -
Net cash flows from discontinued operations 2,918 6,589
Assets Classified as Held for Sale
Following the disposal of a number of subsidiaries from the Food & Beverage division during the year, the Board committed
to selling the division's remaining small UK wine distribution subsidiary, Bottle Green Limited and, accordingly, the
assets and liabilities of this business are classified as an asset held for sale at the balance sheet date and the trading
result is treated as a discontinued operation. The sale of this remaining subsidiary was completed on 28 April 2015. The
fair value less costs to sell of the major classes of assets and liabilities held for sale as at 31 March 2015 are as
follows:
2015
£'000
Assets
Property, plant and equipment 647
Deferred income tax assets 48
Inventories 2,537
Trade and other receivables 6,612
Cash and cash equivalents 2,352
Assets classified as held for sale 12,196
Liabilities
Trade and other payables (7,863)
Current income tax liabilities (103)
Provisions for liabilities and charges (250)
Liabilities associated with assets classified as held for sale (8,216)
Net assets 3,980
7. Segmental Reporting
DCC is a sales, marketing, distribution and business support services group headquartered in Dublin, Ireland. Operating
segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The chief operating decision maker has been identified as Mr. Tommy Breen, Chief Executive and his executive management
team. The Group is organised into four operating segments: DCC Energy, DCC Technology, DCC Healthcare and DCC
Environmental.
DCC Energy markets and sells oil products and services for transport, commercial/industrial, marine, aviation and home
heating use in Europe. DCC Energy markets and sells liquefied petroleum gas for similar uses in Europe. DCC Energy also
owns, operates and supplies unmanned and manned retail service stations in Europe.
DCC Technology sells, markets and distributes a broad range of consumer and SME focused technology products in Europe.
DCC Healthcare sells, markets and distributes pharmaceutical and medical devices in British and Irish markets. DCC
Healthcare also provides outsourced product development, manufacturing, packaging and other services to health and beauty
brand owners in Europe.
DCC Environmental provides a broad range of waste management and recycling services to the industrial, commercial,
construction and public sectors in Britain and Ireland.
Net finance costs and income tax are managed on a centralised basis and therefore these items are not allocated between
operating segments for the purpose of presenting information to the chief operating decision maker and accordingly are not
included in the detailed segmental analysis below.
During the year ended 31 March 2015, the Group disposed of the DCC Food & Beverage division. This resulted in a change in
the composition of operating segments. Following this change, we have revised our segmental reporting and restated the
prior year segmental disclosures as required under IFRS 8.
(a) By operating segment
Year ended 31 March 2015
DCC DCC DCC DCC
Energy Technology Healthcare Environmental Total
£'000 £'000 £'000 £'000 £'000
Segment revenue 7,624,082 2,350,284 488,114 143,600 10,606,080
Operating profit* 119,392 49,341 39,689 13,294 221,716
Amortisation of intangible assets (14,334) (2,794) (6,143) (786) (24,057)
Net operating exceptionals (note 8) (7,137) (11,101) (1,161) (405) (19,804)
Operating profit 97,921 35,446 32,385 12,103 177,855
Year ended 31 March 2014 (restated)
DCC DCC DCC DCC
Energy Technology Healthcare Environmental Total
£'000 £'000 £'000 £'000 £'000
Segment revenue 8,243,645 2,263,973 406,510 130,635 11,044,763
Operating profit* 110,467 48,092 30,392 11,746 200,697
Amortisation of intangible assets (13,686) (1,974) (2,711) (1,285) (19,656)
Net operating exceptionals (note 8) (4,219) (11,371) 3,285 3,743 (8,562)
Operating profit 92,562 34,747 30,966 14,204 172,479
* Operating profit before amortisation of intangible assets and net operating exceptionals
(b) By geography
Year ended 31 March 2015
Republic of Rest of
UK Ireland the World Total
£'000 £'000 £'000 £'000
Segment revenue 8,023,403 717,077 1,865,600 10,606,080
Operating profit* 170,014 17,671 34,031 221,716
Amortisation of intangible assets (15,200) (1,164) (7,693) (24,057)
Net operating exceptionals (note 8) (12,822) (5,222) (1,760) (19,804)
Operating profit 141,992 11,285 24,578 177,855
Year ended 31 March 2014 (restated)
Republic of Rest of
UK Ireland the World Total
£'000 £'000 £'000 £'000
Segment revenue 8,342,727 767,573 1,934,463 11,044,763
Operating profit* 158,710 15,518 26,469 200,697
Amortisation of intangible assets (11,721) (1,315) (6,620) (19,656)
Net operating exceptionals (note 8) 8,107 (14,537) (2,132) (8,562)
Operating profit 155,096 (334) 17,717 172,479
* Operating profit before amortisation of intangible assets and net operating exceptionals
8. Exceptionals
2015 2014
£'000 £'000
Restructuring costs (15,027) (19,720)
Impairment of goodwill (5,637) (8,892)
Acquisition and related costs (3,396) (5,602)
Impairment of property, plant and equipment (1,508) (550)
Adjustments to contingent acquisition consideration 415 16,165
Gain arising from Taiwanese legal claim 894 6,962
Net profit on disposal of Virtus Inc. - 4,684
Restructuring of Group defined benefit pension schemes 6,381 1,435
Legal and other operating exceptional items (1,926) (3,044)
Net operating exceptional items (19,804) (8,562)
Mark to market of swaps and related debt (2,191) (2,128)
Net exceptional items before taxation (21,995) (10,690)
Tax on Taiwanese legal claim - (5,255)
Net exceptional items after taxation (continuing operations) (21,995) (15,945)
Net profit on disposal of Food & Beverage division (note 6) 8,214 -
Other net exceptional items relating to discontinued operations 2,865 (4,721)
(10,916) (20,666)
Non-controlling interest share of profit on disposal of subsidiary - (2,055)
Net exceptional items attributable to owners of the Parent (10,916) (22,721)
The analysis of the net operating exceptional items of £19.804 million (2014: £8.562 million) is as follows:
2015 2014
£'000 £'000
Exceptional operating income 3,798 30,491
Exceptional operating expense (23,602) (39,053)
(19,804) (8,562)
The Group incurred an exceptional charge of £15.027 million in relation to restructuring of acquired and existing
businesses, including restructuring and integration costs within DCC Technology's UK operations.
There was a non-cash exceptional charge of £5.637 million relating to the impairment of subsidiary goodwill. This charge
reflects an impairment charge in relation to the carrying value of a cash generating unit within DCC Healthcare. There was
also a non-cash impairment of property assets of £1.508 million which principally arose in DCC Healthcare.
Acquisition and related costs include the professional and tax costs (such as stamp duty) relating to the evaluation and
completion of acquisition opportunities. During the year, acquisition and related costs amounted to £3.396 million.
Most of the Group's debt has been raised in the US Private Placement market and swapped, using long term interest, currency
and cross currency derivatives, to both fixed and floating rate sterling and euro. The level of ineffectiveness calculated
under IAS 39 on the fair value and cash flow hedge relationships relating to fixed rate debt, together with gains or losses
arising from marking to market swaps not designated as hedges, offset by foreign exchange translation gains or losses on
the related fixed rate debt, is charged or credited as an exceptional item. In the year to 31 March 2015 this amounted to a
total exceptional loss of £2.191 million.
There was a non-cash credit of £0.415 million for contingent acquisition consideration overprovided in previous years. In
accordance with IFRS 3 (revised), contingent consideration is measured at fair value at the time of the business
combination. If the amount of contingent consideration changes as a result of a post-acquisition event then the changed
amount is recognised in the Income Statement.
The Group continues to pursue collection of outstanding amounts relating to a Taiwanese legal claim. There was a further
modest recovery of £0.894 million during the year.
The restructuring of certain of the Group's pension arrangements during the year gave rise to an exceptional gain of £6.381
million.
As detailed in note 6 the Group disposed of its Irish Food & Beverage subsidiaries during the second half of the financial
year. The aggregate consideration from these disposals was £55.090 million and the disposals generated an exceptional gain,
net of disposal costs, of £8.214 million. Other net exceptional items relating to discontinued operations of £2.865 million
principally comprise a gain on the restructuring of certain of DCC Food & Beverage's pension arrangements.
9. Earnings per Ordinary Share
Continuing operations Discontinued operations Total Continuing operations Discontinued operations Total
(note 6) (note 6)
2015 2015 2015 2014 2014 2014
£'000 £'000 £'000 £'000 £'000 £'000
Profit attributable to owners of the Parent 128,664 15,763 144,427 120,660 574 121,234
Amortisation of intangible assets after tax 19,171 1,166 20,337 15,572 665 16,237
Exceptionals after tax (note 8) 21,995 (11,079) 10,916 18,000 4,721 22,721
Adjusted profit after taxation and non-controlling interests 169,830 5,850 175,680 154,232 5,960 160,192
Continuing operations Discontinued operations Total Continuing operations Discontinuedoperations Total
2015 2015 2015 2014 2014 2014
Basic earnings per ordinary share pence pence pence pence pence pence
Basic earnings per ordinary share 153.20p 18.77p 171.97p 144.02p 0.68p 144.70p
Amortisation of intangible assets after tax 22.83p 1.39p 24.22p 18.59p 0.79p 19.38p
Exceptionals after tax 26.19p (13.19p) 13.00p 21.48p 5.64p 27.12p
Adjusted basic earnings per ordinary share 202.22p 6.97p 209.19p 184.09p 7.11p 191.20p
Weighted average number of ordinary shares in issue (thousands) 83,983 83,781
Basic earnings per share is calculated by dividing the profit attributable to owners of the Parent by the weighted average
number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury
shares. The adjusted figures for basic earnings per ordinary share are intended to demonstrate the results of the Group
after eliminating the impact of amortisation of intangible assets and net exceptionals.
Continuing Discontinued Continuing Discontinued
operations operations Total operations operations Total
2015 2015 2015 2014 2014 2014
Diluted earnings per ordinary share pence pence pence pence pence pence
Basic earnings per ordinary share 152.10p 18.63p 170.73p 143.22p 0.68p 143.90p
Amortisation of intangible assets after tax 22.66p 1.38p 24.04p 18.48p 0.79p 19.27p
Exceptionals after tax 26.00p (13.10p) 12.90p 21.36p 5.61p 26.97p
Adjusted basic earnings per ordinary share 200.76p 6.91p 207.67p 183.06p 7.08p 190.14p
Weighted average number of ordinary shares in issue (thousands) 84,594 84,250
The earnings used for the purposes of the continuing diluted earnings per share calculations were £128.664 million (2014:
£120.660 million) and £169.830 million (2014: £154.232 million) for the purposes of the continuing adjusted diluted
earnings per share calculations.
The earnings used for the purposes of the discontinued diluted earnings per share calculations were £15.763 million (2014:
£0.574 million) and £5.850 million (2014: £5.960 million) for the purposes of the discontinued adjusted diluted earnings
per share calculations.
The weighted average number of ordinary shares used in calculating the diluted earnings per share for the year ended 31
March 2015 was 84.594 million (2014: 84.250 million). A reconciliation of the weighted average number of ordinary shares
used for the purposes of calculating the diluted earnings per share amounts is as follows:
2015 2014
'000 '000
Weighted average number of ordinary shares in issue 83,983 83,781
Dilutive effect of options and awards 611 469
Weighted average number of ordinary shares for diluted earnings per share 84,594 84,250
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. Share options and awards are the Company's only category of dilutive
potential ordinary shares.
Employee share options and awards, which are performance-based, are treated as contingently issuable shares because their
issue is contingent upon satisfaction of specified performance conditions in addition to the passage of time. These
contingently issuable shares are excluded from the computation of diluted earnings per ordinary share where the conditions
governing exercisability have not been satisfied as at the end of the reporting period.
The adjusted figures for diluted earnings per ordinary share are intended to demonstrate the results of the Group after
eliminating the impact of amortisation of intangible assets and net exceptionals.
10. Dividends
2015 2014
Dividends per Ordinary Share are as follows: £'000 £'000
Final - paid 50.73 cent per share on 24 July 2014 (2014: paid 56.20 cent per share on 25 July 2013) 41,927 39,721
Interim - paid 28.73 pence per share on 28 November 2014 (2014: paid 26.12 pence per share on 29 November 2013) 24,123 22,167
66,050 61,888
The Directors are proposing a final dividend in respect of the year ended 31 March 2015 of 55.81 pence per ordinary share
(£46.891 million, based on the number of Ordinary Shares in issue at 18 May 2015). This proposed dividend is subject to
approval by the shareholders at the Annual General Meeting.
Interim and final dividends declared previously in euro have been translated to sterling using the relevant average
sterling/euro exchange rate for the period.
11. Other Reserves
Share Foreign
based Cash flow currency
payment hedge translation Other
reserve reserve reserve reserves Total
Group £'000 £'000 £'000 £'000 £'000
At 1 April 2013 9,445 (677) 57,017 932 66,717
Currency translation
- arising in the year - - (7,519) - (7,519)
- recycled to the Income Statement on disposal - - 324 - 324
Cash flow hedges
- fair value loss in year - private placement debt - (8,300) - - (8,300)
- fair value loss in year - other - (3,828) - - (3,828)
- tax on fair value net losses - 536 - - 536
- transfers to sales - (676) - - (676)
- transfers to cost of sales - 2,546 - - 2,546
- transfers to operating expenses - 6,803 - - 6,803
- tax on transfers - (248) - - (248)
Share based payment 1,185 - - - 1,185
At 31 March 2014 10,630 (3,844) 49,822 932 57,540
Currency translation
- arising in the year - - (14,418) - (14,418)
- recycled to the Income Statement on disposal - - (2,721) - (2,721)
Cash flow hedges
- fair value gain in year - private placement debt - 37,131 - - 37,131
- fair value loss in year - other - (15,901) - - (15,901)
- tax on fair value net gains - (2,633) - - (2,633)
- transfers to sales - 4,893 - - 4,893
- transfers to cost of sales - 7,889 - - 7,889
- transfers to operating expenses - (40,954) - - (40,954)
- tax on transfers - 2,957 - - 2,957
Share based payment 2,126 - - - 2,126
At 31 March 2015 12,756 (10,462) 32,683 932 35,909
12. Analysis of Net Cash/(Debt)
Restated
2015 2014
£'000 £'000
Non-current assets:
Derivative financial instruments 233,150 56,240
Current assets:
Derivative financial instruments 5,395 1,221
Cash and cash equivalents 1,260,942 962,139
1,266,337 963,360
Non-current liabilities:
Finance leases (213) (619)
Derivative financial instruments (92) (45,636)
Unsecured Notes (1,314,173) (725,212)
(1,314,478) (771,467)
Current liabilities:
Bank borrowings (133,629) (148,578)
Finance leases (357) (501)
Derivative financial instruments (7,902) (18,699)
Unsecured Notes (15,486) (167,647)
(157,374) (335,425)
Net cash/(debt) excluding cash attributable to assets held for sale 27,635 (87,292)
Add: cash and short term deposits attributable to assets held for sale 2,352 -
Net cash/(debt) including cash attributable to assets held for sale 29,987 (87,292)
13. Post Employment Benefit Obligations
The Group's defined benefit pension schemes' assets were measured at fair value at 31 March 2015. The defined benefit
pension schemes' liabilities at 31 March 2015 were updated to reflect material movements in underlying assumptions.
The deficit on the Group's post employment benefit obligations decreased from £16.033 million at 31 March 2014 to £10.230
million at 31 March 2015. The decrease in the deficit was primarily driven by the disposal of DCC Food & Beverage during
the year and contributions in excess of the current service cost, offset by an actuarial loss on liabilities which arose
from a decrease in the discount rate used to value these liabilities.
14. Business Combinations
A key strategy of the Group is to create and sustain market leadership positions through bolt-on acquisitions in markets it
currently operates in together with extending the Group's footprint into new geographic markets. In line with this
strategy, the principal acquisitions completed by the Group during the year, together with percentages acquired were as
follows:
· the acquisition of 100% of Qstar Försäljning AB, a Swedish unmanned petrol station company, along with its related
fuel distribution and fuel card businesses ('Qstar'), completed in May 2014;
· the acquisition in May 2014 of 100% of Williams Medical Holdings ('Williams'), a UK based business which supplies
medical and pharmaceutical products and related services to general practitioners in Britain;
· the acquisition in September 2014 of 100% of CapTech Distribution AB, Sweden's largest independent technology
distribution business; and
· the acquisition in November 2014 of 100% of Beacon Pharmaceuticals Limited, a niche pharma business which markets and
sells its own licensed and third party pharma products primarily to the hospital sector in the UK.
The carrying amounts of the assets and liabilities acquired (excluding net cash/debt acquired), determined in accordance
with IFRS before completion of the business combinations, together with the fair value adjustments made to those carrying
values were as follows:
2015 2015 2015 2015
£'000 £'000 £'000 £'000
Williams Qstar Others Total
Assets
Non-current assets
Property, plant and equipment 2,598 26,152 1,518 30,268
Intangible assets - other intangible assets 11,827 6,983 5,103 23,913
Deferred income tax assets 2 - - 2
Total non-current assets 14,427 33,135 6,621 54,183
Current assets
Inventories 2,536 5,603 12,739 20,878
Trade and other receivables 6,816 27,815 14,507 49,138
Total current assets 9,352 33,418 27,246 70,016
Liabilities
Non-current liabilities
Deferred income tax liabilities (2,365) (4,879) (784) (8,028)
Provisions for liabilities and charges - (10,829) - (10,829)
Government grants (281) - - (281)
Total non-current liabilities (2,646) (15,708) (784) (19,138)
Current liabilities
Trade and other payables (8,686) (35,520) (12,628) (56,834)
Current income tax asset/(liability) 183 - (413) (230)
Total current liabilities (8,503) (35,520) (13,041) (57,064)
Identifiable net assets acquired 12,630 15,325 20,042 47,997
Intangible assets - goodwill 31,819 23,370 12,526 67,715
Total consideration (enterprise value) 44,449 38,695 32,568 115,712
Satisfied by:
Cash 47,926 36,402 17,410 101,738
Debt acquired - - 9,246 9,246
Cash and cash equivalents acquired (3,477) - (284) (3,761)
Net cash outflow 44,449 36,402 26,372 107,223
Contingent acquisition consideration - 2,293 6,196 8,489
Total consideration 44,449 38,695 32,568 115,712
The acquisitions of Williams and Qstar have been deemed to be substantial transactions and separate disclosure of the fair
values of the identifiable assets and liabilities has therefore been made. None of the remaining business combinations
completed during the period were considered sufficiently material to warrant separate disclosure of the fair values
attributable to those combinations. The carrying amounts of the assets and liabilities acquired, determined in accordance
with IFRS, before completion of the combination together with the adjustments made to those carrying values disclosed above
were as follows:
Book value Fair value adjustments Fair value
Williams £'000 £'000 £'000
Non-current assets (excluding goodwill) 2,600 11,827 14,427
Current assets 9,352 - 9,352
Non-current liabilities (281) (2,365) (2,646)
Current liabilities (8,503) - (8,503)
Identifiable net assets acquired 3,168 9,462 12,630
Goodwill arising on acquisition 41,281 (9,462) 31,819
Total consideration (enterprise value) 44,449 - 44,449
Book value Fair value adjustments Fair value
Qstar £'000 £'000 £'000
Non-current assets (excluding goodwill) 26,152 6,983 33,135
Current assets 33,418 - 33,418
Non-current liabilities (14,172) (1,536) (15,708)
Current liabilities (35,520) - (35,520)
Identifiable net assets acquired 9,878 5,447 15,325
Goodwill arising on acquisition 28,817 (5,447) 23,370
Total consideration (enterprise value) 38,695 - 38,695
Book value Fair value adjustments Fair value
Others £'000 £'000 £'000
Non-current assets (excluding goodwill) 1,518 5,103 6,621
Current assets 27,246 - 27,246
Non-current liabilities (303) (481) (784)
Current liabilities (13,041) - (13,041)
Identifiable net assets acquired 15,420 4,622 20,042
Goodwill arising on acquisition 17,148 (4,622) 12,526
Total consideration (enterprise value) 32,568 - 32,568
Book value Fair value adjustments Fair value
Total £'000 £'000 £'000
Non-current assets (excluding goodwill) 30,270 23,913 54,183
Current assets 70,016 - 70,016
Non-current liabilities (14,756) (4,382) (19,138)
Current liabilities (57,064) - (57,064)
Identifiable net assets acquired 28,466 19,531 47,997
Goodwill arising on acquisition 87,246 (19,531) 67,715
Total consideration (enterprise value) 115,712 - 115,712
The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis in
respect of a number of the business combinations above given the timing of closure of these transactions. Any amendments
to these fair values within the twelve month timeframe from the date of acquisition will be disclosable in the 2016 Annual
Report as stipulated by IFRS 3.
The principal factors contributing to the recognition of goodwill on business combinations entered into by the Group are
the expected profitability of the acquired business and the realisation of cost savings and synergies with existing Group
entities.
£3.647 million of the goodwill recognised in respect of acquisitions completed during the financial year is expected to be
deductible for tax purposes.
Acquisition related costs included in other operating expenses in the Group Income Statement (inclusive of acquisition
costs related to discontinued operations) amounted to £3.463 million (2014: £5.638 million).
No contingent liabilities were recognised on the acquisitions completed during the financial year or the prior financial
years.
The gross contractual value of trade and other receivables as at the respective dates of acquisition amounted to £49.276
million. The fair value of these receivables is £49.138 million (all of which is expected to be recoverable) and is
inclusive of an aggregate allowance for impairment of £0.138 million.
The fair value of contingent consideration recognised at the date of acquisition is calculated by discounting the expected
future payment to present value at the acquisition date. In general, for contingent consideration to become payable,
pre-defined profit thresholds must be exceeded. On an undiscounted basis, the future payments for which the Group may be
liable for acquisitions in the current year range from £2.7 million to £18.0 million.
There were no adjustments processed during the year to the fair value of business combinations completed during the year
ended 31 March 2014 where those fair values were not readily determinable as at 31 March 2014.
The post-acquisition impact of business combinations completed during the year on Group profit for the financial year, on a
continuing basis, was as follows:
2015
£'000
Revenue 397,257
Cost of sales (343,176)
Gross profit 54,081
Operating costs (38,741)
Operating profit 15,340
Finance costs (net) 8
Profit before tax 15,348
Income tax expense (2,684)
Profit for the financial year 12,664
The revenue and profit of the Group for the financial year, on a continuing basis, determined in accordance with IFRS as
though the acquisition date for all business combinations effected during the year had been the beginning of that year
would be as follows:
2015
£'000
Revenue 10,658,071
Profit for the financial year 129,561
15. Seasonality of Operations
The Group's operations are significantly second-half weighted primarily due to a portion of the demand for DCC Energy's
products being weather dependent and seasonal buying patterns in Technology Distribution.
16. Related Party Transactions
There have been no related party transactions or changes in related party transactions that could have a material impact on
the financial position or performance of the Group during the 2015 financial year.
17. Events after the Balance Sheet Date
Butagaz S.A.S.
On 18 May 2015 DCC Energy made a binding offer to acquire 100% of Butagaz S.A.S. ("Butagaz"), a French LPG business. DCC
has entered into a binding commitment which obligates DCC to enter into an acquisition agreement following completion of
Shell's consultation process with its French Works Councils as required under French law. During the period of consultation
with its Works Councils, Shell has granted DCC exclusivity in respect of the acquisition of Butagaz. The acquisition will
require EU competition and French Ministry of Economy clearance. The transaction would be expected to complete in the final
calendar quarter of 2015, after the Works Councils' consultations have taken place and the relevant clearances have been
received.
The consideration for the share capital of Butagaz would ultimately be determined on the basis of a completion balance
sheet. For illustrative purposes, based on Butagaz's audited balance sheet at 31 December 2014, the consideration, after
adjusting for net debt like items, would be E404 million (£294 million), payable in cash at completion. Based on the 31
December 2014 balance sheet, the estimated carrying amounts of the assets and liabilities of Butagaz, determined in
accordance with IFRS, before completion of the combination are as follows:
Bookvalue
£'000
Non-current assets (excluding goodwill) 306,087
Current assets 186,633
Non-current liabilities (237,018)
Current liabilities (115,581)
Identifiable net assets acquired 140,121
Goodwill arising on acquisition 153,709
Total consideration (enterprise value) 293,830
An initial assignment of fair values to identifiable net assets acquired has not been performed given that Butagaz has not
yet been acquired.
Computers Unlimited
In May 2015, DCC Technology acquired Computers Unlimited ("CU") for an initial enterprise value of £24.0 million. CU is a
consumer technology distributor operating primarily in the UK but also with operations in France and Spain. The initial
assignment of fair values to identifiable net assets acquired has been performed on a provisional basis given the timing of
closure of the transaction. The carrying amounts of the assets and liabilities acquired, determined in accordance with
IFRS, before completion of the combination together with the adjustments made to those carrying values were as follows:
Book value Fair value adjustments Fair value
£'000 £'000 £'000
Non-current assets (excluding goodwill) 869 2,153 3,022
Current assets 29,628 - 29,628
Non-current liabilities - (431) (431)
Current liabilities (14,481) - (14,481)
Identifiable net assets acquired 16,016 1,722 17,738
Goodwill arising on acquisition 7,984 (1,722) 6,262
Total consideration (enterprise value) 24,000 - 24,000
Bottle Green Limited
On 28 April 2015 the Group completed the sale of Bottle Green Limited which was classified as an asset held for sale at 31
March 2015. The net proceeds after costs of disposal equated to the carrying value as disclosed in note 6.
18. Board Approval
This announcement was approved by the Board of Directors of DCC plc on 18 May 2015.
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