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REG - Renew Holdings PLC - Half-year Report

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RNS Number : 4768Z  Renew Holdings PLC  16 May 2023

16 May 2023

 

Renew Holdings plc

 

("Renew" or the "Group" or the "Company")

 

Half-year Report

 

Continued outperformance and strong organic growth; Board confident in its
full year expectations

 

Renew (AIM: RNWH), the leading Engineering Services Group supporting the
maintenance and renewal of critical UK infrastructure, announces its interim
results for the six months ended 31 March 2023 ("the period").

 

Financial Highlights

 

 Six months ended 31 March 2023  HY23      HY22      Change

                                 £m        £m

 Group revenue 1  (#_edn1)       £471.8m   £414.3m   +13.9%
 Adjusted operating profit(1)    £28.3m    £26.0m    +9.0%
 Operating profit                £26.9m    £22.1m    +21.9%
 Adjusted operating margin(1)    6.0%      6.3%      -0.3bps
 Profit before tax               £26.3m    £21.8m    +20.9%
 Adjusted earnings per share(1)  27.4p     26.2p     +4.7%
 Interim dividend                6.00p     5.67p     +5.8%

( )

 ●    Group order book of £890m (HY22: £771m)
 ●    Net cash (pre-IFRS16) of £17.0m (HY22: net debt £1.2m)
 ●    Delivered operating profit and revenue well ahead of strong prior half-year
      comparatives
 ●    Increased interim dividend reflects resilient trading performance, healthy
      cash generation and strong forward order book
 ●    Strong organic revenue growth of 11.6% driven by continued focus on
      collaboration between our brands

 

Operational Highlights

 

 ●    Successful joint venture between our brands in the Highways market and growing
      opportunity for collaboration in the Water sector
 ●    Secured new CP7 framework positions with Wales & Western to be delivered
      through a unique collaboration between our rail brands
 ●    Enisca continues to integrate well following its acquisition in November 2022
 ●    Organic growth in our aviation activities
 ●    Awarded Major Civils, Major Electrical and Major Mechanical frameworks for
      Welsh Water

 

Current Trading & Outlook

 

 ●    Trading has started well in the second half of the year and we remain
      confident that the full year  will be in line with the Board's expectations
 ●    Whilst we are not immune from the continuing inflationary headwinds in the
      economy, our business is well placed to mitigate their impact due to the
      nature of our variable, cost-plus contracts
 ●    The Board believes that the structural growth drivers in our end markets
      remain extremely attractive

 

Paul Scott, CEO of Renew, commented:

 

"We are pleased to report another period of outstanding performance, once
again illustrating the resilient and differentiated nature of our
high-quality, low-risk business model. Supported by the commercial terms
within our frameworks, the Group has been able to successfully alleviate
inflation challenges throughout the period, delivering operating profit and
revenue ahead of strong prior half-year comparatives. Our results in a
difficult macroeconomic environment highlight the strength of our business
model, which is underpinned by committed regulatory spending periods and
long-term frameworks resulting in repeatable revenue streams and highly
visible earnings. Further, the mission-critical nature of the work we perform
fosters long-lasting relationships with our clients illustrated through our
strong track record of repeat contract wins.

 

None of this success would be possible without the outstanding work of our
directly employed colleagues who continue to go above and beyond for our
clients. I would like to thank, on behalf of the Board, all our dedicated
workforce for their outstanding and continued commitment to providing our
clients with our mission critical, highly responsive services at all times.

 

With ongoing strong demand in our end markets, we enter the second half of the
year confident in our full year performance and, longer term, in the
attractiveness of the structural growth drivers. We welcomed the Government's
reiterated commitment to a record £600bn investment in transforming the UK's
infrastructure to meet the target of net zero carbon emissions by 2050. This
has been reinforced by the Government's announcements in March which show it
has sharpened its focus on investment in infrastructure to improve climate
resilience, which will bring significant opportunities for the Group."

 

For further information, please contact:

 

 Renew Holdings plc                                             www.renewholdings.com
 Paul Scott, Chief Executive Officer                            via FTI Consulting
 Sean Wyndham-Quin, Chief Financial Officer                     020 3727 1000

 Numis Securities Limited (Nominated Adviser and Joint Broker)  020 7260 1000
 Stuart Skinner / Kevin Cruickshank

 Peel Hunt LLP (Joint Broker)                                   020 7418 8900
 Mike Burke / Harry Nicholas / Charles Batten

 FTI Consulting (Financial PR)                                  020 3727 1000
 Alex Beagley / Sam Macpherson / Rafaella de Freitas            Renew@fticonsulting.com

 

About Renew Holdings plc

Renew is a leading UK Engineering Services business, performing a critical
role in keeping the nation's infrastructure functioning efficiently and
safely. The Group operates through independently branded subsidiaries across
its chosen markets, delivering non-discretionary maintenance and renewal tasks
through its highly skilled, directly employed workforce.

 

Renew's activities are focused into two business streams: Engineering
Services, which accounts for over 98 per cent of the Group's adjusted
operating profit, focuses on the key markets of Rail, Infrastructure, Energy
(including Nuclear) and Environmental which are largely governed by regulation
and benefit from non-discretionary spend with long-term visibility of
committed funding.

 

Specialist Building focuses on the Science, Landmark and High Quality
Residential markets in London and the Home Counties.

 

For more information please visit the Renew Holdings plc website:
www.renewholdings.com

Certain information contained in this announcement would have constituted
inside information (as defined by Article 7 of Regulation (EU) No 596/2014)
prior to its release as part of this announcement.

 

Chief Executive Officer's Review

 

Consistent year on year outperformance demonstrates our differentiated model

 

The Group has once again delivered an outstanding trading performance over the
first six months of the financial year, demonstrating the resilience and
differentiated nature of our high-quality, low-risk business model, combined
with ongoing strong demand we have seen in our end markets.

 

This consistent year on year outperformance has been achieved despite the
turbulence in the wider economy and is a result of our unique business model
which is extremely resilient because of a number of key characteristics. We
work in markets underpinned by highly visible, reliable and repeatable
committed regulatory spending periods which are subject to long term
multi-year contracts providing our business with predictable and recurring
revenue streams.

 

Our brands within the Renew family have long-term relationships in place with
all our stakeholders and have a strong track record of winning repeat
contracts with our clients due to the quality of the work performed by our
directly employed workforce.

 

Supported by the commercial terms within our frameworks, the Group has been
able to successfully manage inflation challenges throughout the period,
delivering operating profit and revenue ahead of strong prior half-year
comparatives. Our track record of consistent year on year growth across all
our key financial metrics clearly illustrates the critical nature of the work
we do for our clients and the committed, long-term spending cycles that
underpin our end markets. Our focus on asset maintenance and renewal means we
are not dependent on large, capital-intensive contract awards, providing Renew
with a significantly lower risk profile than others operating in our sectors.

 

During the period, it was encouraging to see the Government's Autumn Statement
re-confirm a commitment to a record £600bn 2  (#_edn2) investment in
transforming the UK's infrastructure to meet the target of net zero carbon
emissions by 2050. Further, in March 2023, the Government announced 3 
(#_edn3) ambitious plans to scale up affordable, clean, homegrown power and
build thriving green industries to boost the UK's energy security and
independence which offers further opportunities for growth. With pressure on
public expenditure as a result of the difficult macroeconomic environment, we
are seeing an increased focus on maintaining and renewing existing assets
instead of major infrastructure enhancement projects which bodes well for our
business and our well-established strategy.

 

We were particularly pleased with our rate of organic growth during the
period. This was understandably, in part, linked to the current levels of
inflation, but it was also driven by the continued focus on collaboration
between our brands. Over the first half of the year, we have successfully
implemented a joint venture between our brands in the Highways market, and we
are seeing a growing opportunity for collaboration in the Water sector. This
pleasing organic growth performance combined with our strong balance sheet and
significant cash generation, gives us the firepower and flexibility to invest
in further value-accretive M&A opportunities.

 

Following the successful acquisition of Enisca in November 2022, I am pleased
to report the business is integrating well into the Renew family and is
trading in line with management's expectations. Across our sectors we continue
to actively appraise M&A opportunities that fit within our strict
acquisition criteria and will complement our existing capabilities and extend
our footprint into our target markets in the UK.

 

After an outstanding FY22, the first six months of FY23 clearly demonstrate
the consistent and resilient nature of our business model. We enter the second
half of the year with good momentum and a strong forward order book which
underpins our confidence in our full year outturn. We are seeing continued
demand for our services across all our markets and that is largely due to the
outstanding work of our directly employed colleagues who continue to go above
and beyond for our clients. I would like to thank, on behalf of the Board, all
our dedicated workforce for their outstanding and continued commitment to
providing our clients with our mission critical, highly responsive services at
all times.

 

Renew's strengths

 

Renew has a number of core strengths which provide distinct competitive
advantages in our chosen markets and leave us well placed to build on our
strong track record of long-term value creation:

 

 ●    The health, safety and wellbeing of our colleagues, and those impacted by our
      work, remains our number one priority and we have implemented industry-leading
      safe working practices for the Group's employees and operations.
 ●    We operate a differentiated, diversified, low-risk business model, providing
      critical asset maintenance and renewals services that are not dependent on
      large, high-risk, capital-intensive contract awards.
 ●    Our directly employed workforce enables us to provide a more efficient and
      valuable service to our clients, reducing our exposure to sub-contractor
      pricing volatility and being able to deliver extremely responsive solutions.
 ●    The commercial terms within our frameworks mean we are able to proactively and
      effectively manage cost inflation.
 ●    Our businesses are well established in complex, challenging and highly
      regulated markets with significant barriers to entry, which demand a highly
      skilled and experienced workforce and a proven track record of safe delivery.
 ●    We work in markets underpinned by resilient, long-term growth dynamics and
      highly visible, reliable, committed regulatory spending periods, providing
      predictable cashflows.
 ●    We have a proven track record of sustainable value creation, reliable revenue
      growth and strong returns on capital thanks to our highly cash generative
      earnings model and clearly defined strategy.
 ●    We are committed to growing the business both organically and through
      selective complementary acquisitions while maintaining a disciplined approach
      to capital allocation and risk underpinned by a strong balance sheet.
 ●    We have strong relationships in place with all our stakeholders, from our
      workforce to our customers, suppliers, communities and shareholders.
 ●    Our model of compounding earnings through the redeployment of internally
      generated cashflows enables us to execute on our strategy of delivering
      reliable and consistent growth for all our stakeholders.

 

Compelling market drivers

 

Our businesses bring exposure to attractive long-term, non-discretionary
structural growth drivers. Increasing demand for the maintenance and renewal
of existing UK infrastructure is driven by a number of factors including:

 

 ●    a commitment by the Government to level up the economy by investing £600bn 4 
      (#_edn4)  in an infrastructure-led recovery, two-thirds of which will be in
      the transport and energy sectors, with fiscal stimulus measures likely to flow
      through to lower cost infrastructure maintenance programmes ahead of larger,
      more capital-intensive enhancement schemes;
 ●    greater focus on sustainability and climate change as part of the UK's target
      of reaching net-zero carbon emissions by 2050, together with flood risk
      prevention measures and investment in nuclear projects, renewables and rail
      electrification programmes;
 ●    population growth increasing the pressure on transportation, energy, water and
      demand for natural resources;
 ●    technological innovation driving a shift towards digital roads, smart cities
      and the transformation of transport and telecommunications networks; and
 ●    increased Government regulation to improve safety, efficiency and resilience
      of key infrastructure assets leading to more demanding maintenance, renewal
      and upgrading requirements.

 

Results overview

 

During the period, Group revenue increased to £471.8m (HY22: £414.3m), which
includes a contribution from Enisca since December as well as organic growth
of 11.6%. The Group achieved an adjusted 5  (#_edn5) operating profit of
£28.3m (HY22: £26.0m) and adjusted(5) operating profit margin of 6.0% (HY22:
6.3%). As at 31 March 2023, the Group had pre-IFRS16 net cash of £17.0m (31
March 2022: net debt £1.2m). The Group's order book at 31 March 2023 has
strengthened to £890m (HY22: £771m) underpinned by long-term framework
positions.

 

Dividend

 

The Group's resilient trading performance, cash position and strong forward
order book have given the Board the confidence to declare an interim dividend
of 6.00p (HY22: 5.67p) per share. This represents a 5.8 per cent increase on
the last interim dividend paid. This will be paid on 12 July 2023 to
shareholders on the register as at 9 June 2023, with an ex-dividend date of 8
June 2023.

 

Board changes

 

As announced on 15 August 2022, Elizabeth (Liz) Barber, was appointed as a
Non-Executive Director effective 1 November 2022. Liz brings a wealth of
experience gained over 12 years in the regulated water sector, an established
and growing market for Renew following the acquisition of Enisca in November.
Combined with her financial background, Liz will complement the Board's
current skillset and will be invaluable as we continue our growth journey.

 

Engineering Services

 

Our Engineering Services activities account for over 98 per cent of the
Group's adjusted(5) operating profit and delivered revenue of £435.8m (HY22:
£377.5m) with an adjusted(5) operating profit of £29.7m (HY22: £26.6m)
resulting in an operating margin of 6.8% (HY22: 7.1%). Our Engineering
Services organic growth rate in the period was 12.9%. At 31 March 2023, the
Engineering Services order book was £780m (31 March 2022: £705m). The
Group's resilient performance was driven by continued positive momentum in our
Rail, Infrastructure and Environmental sectors.

 

Rail

 

Network Rail, a significant strategic customer for the Group, is expected to
invest £44bn 6  (#_edn6) over Control Period 7 ("CP7"), which runs from 2024
to 2029 with expenditure expected to focus on operations, maintenance, and
renewal of the national rail network. This highlights and plays to our
strengths as does the Government's commitment to a rail decarbonisation
programme including a significant investment in electrification programmes, as
part of the overall UK target to deliver net zero by 2050.

 

As the largest provider of multidisciplinary maintenance and renewals
engineering services to Network Rail, we support the day-to-day operation of
the rail network nationally, directly delivering essential asset maintenance
through our long-term frameworks. The Group assists Network Rail through our
mission-critical renewals and maintenance services supporting assets including
bridges, embankments, tunnels, drainage systems, signalling, electrification,
devegetation, fencing and plant.

 

During the period, we successfully secured new CP7 framework positions with
Wales & Western, on their Wales Structures and Wales & Western
Electrification & Plant frameworks. These 5-year frameworks will be
delivered through a unique collaboration between our rail brands and would not
have been possible without our acquisition of REL in 2021. REL is a leading
provider of high-quality services associated with the installation and
commissioning of Overhead Line Electrification (OLE) and their capabilities,
in conjunction with our existing rail brands, have opened up framework
positions to the Group that were previously unattainable. This framework will
see the Group deliver a broad scope of Electrification & Plant rail
systems, including low and high voltage power and OLE, creating efficiencies
and developing innovation on behalf of Network Rail. Our success in securing
this long-term framework sets a platform to unlock similar opportunities
across other Network Rail regions in their ongoing CP7 framework procurement
activity.

 

As stated in our final results announced in November 2022 we have secured
extensions to major CP6 frameworks including in Scotland which, in conjunction
with our recent appointment in Wales & Western, leaves the Group ideally
positioned as we move into the next control period.

 

Network Rail's five devolved regions recently began the process of
re-procuring their Asset Maintenance and Capital Delivery frameworks for the
next control period. Similarly, the Office of Rail Regulation recently
outlined its Statement of Funds for CP7 which sets out a comparable investment
to CP6 7  (#_edn7) and will likely place a greater emphasis on maintenance and
renewals activities. The final determination funding plans are expected to be
confirmed in the first half of 2024.

 

While we remain mindful of recent speculation that public expenditure budgets
for CP7 may be constrained, we are not currently seeing any indication that
would suggest the level of demand for our services is reducing. In fact, we
continue to see record demand for our services which is illustrated by our
trading momentum as well as a strong forward order book. Further, recent
success stories like our framework awards in Wales & Western demonstrate
the growing capabilities within our business when we leverage the expertise
within our brands through collaboration.

 

The compelling maintenance-focused structural growth drivers within this
sector and Renew's high quality engineering expertise leaves the Group ideally
positioned to deliver long term, profitable growth in Rail. Our teams remain
focused on securing our existing frameworks which are coming up for renewal
while continuously appraising other areas for organic growth. The early stages
of increased electrification on the rail network bode well for future CP7
framework applications where our three rail brands have formed a collaborative
and unique position for OLE delivery, another key strategic growth pillar for
the Group.

 

Infrastructure

Highways

 

The Group continued to make good operational and strategic progress within the
Highways segment in the first half, delivering essential asset maintenance and
critical infrastructure renewals underpinned by non-discretionary regulatory
requirements.

 

The UK Government's second Road Investment Strategy ("RIS2") (2020-2025)
committed an unprecedented level of spending on England's strategic road
network. Of the £24bn 8  (#_edn8) committed over a five-year period, £11.9bn
of this funding is ringfenced for operations, maintenance and renewals which
gives Renew a unique advantage from which it has continued to benefit.

 

During the period, work continued on the National Highways Scheme Delivery
Framework ("SDF") across five framework lots, covering civil engineering, road
restraint systems and drainage disciplines, worth £147m over six years. The
Group operates as a Tier 1 supplier and continues to leverage the combined
expertise of its brands, delivering the road restraint lots through a joint
venture between two subsidiary businesses, illustrating the synergies and
efficiencies that can be achieved through collaboration. This is the only
successful joint venture on the SDF and positions the Group as the second
largest supplier of road restraint systems in the country.

 

As we look ahead to RIS3 (2025-2030), for which the Government recently began
a market consultation, it appears that critical maintenance and renewals, as
opposed to significant enhancement projects, will come into even sharper
focus. Emma Ward, director general for the Roads, Places and Environment group
at the Department for Transport said on RIS3 "the headroom for enhancement
projects is likely to be less. We also have an ageing network, so the
importance of renewals and maintenance actually increases over time." 9 
(#_edn9) This continued emphasis on renewals and maintenance plays well into
the Group's capabilities as we move into RIS3 and Renew remains uniquely
placed to seize attractive growth and market share opportunities within
Highways.

 

Aviation

 

The Group continues to see growing momentum in Aviation following its
appointment to the 5-year Manchester Airports Group £700m Civils Framework to
deliver medium-sized civil-engineering projects valued between £3m - £10m.
Work began at Manchester Airport during the period where the Group undertakes
electro-mechanical and civil engineering services. With passenger levels this
summer predicted to exceed pre-Covid levels as well as several years of
underinvestment in critical assets in the industry, the tailwinds in this
sector are clear. It is particularly pleasing to have organically grown this
capability within the Group and it is an area of increased focus as we look to
continue to grow in this segment.

 

Wireless Telecoms

 

The nation's connectivity is becoming ever more critical in the digital age,
and as a result the wireless telecoms sector contains many attractive growth
drivers. An estimated £30bn 10  (#_edn10) is required to upgrade the nation's
broadband networks to gigabit-capable speeds, which includes the UK
Government's £5bn investment in the roll-out of 5G, and the expansion of the
Shared Rural Network, the Government's £500m programme to extend 4G mobile
coverage to 95% of the UK.

 

As a leader in the wireless telecommunications market, we have exposure to all
of these opportunities, holding long-term relationships, through framework
agreements, with the main UK network operators, and managed service providers.

 

During the period, the Group continued to broaden its customer base and
progressed well in our works with Vodafone, EE and BT to remove Huawei
equipment from UK networks by 2027, a critical regulatory target. Strong
progress was also made with the design, construction and commissioning of both
4G and 5G technology for all of the UK network operators.

 

Energy

Nuclear

 

Having worked for over 75 years in the UK's civil nuclear market, we provide a
multidisciplinary service through our large complement of highly skilled
employees who operate to demanding nuclear standards, including
decontamination and decommissioning services, operational support and asset
care, as well as waste retrieval in high hazard areas such as legacy storage
ponds and silos.

 

The Government's total nuclear decommissioning provision is estimated at
£124bn 11  (#_edn11) over the next 120 years, with around 75% of the total
spend allocated to Sellafield which is the largest of the Nuclear
Decommissioning Authority's sites and where we remain a principal Mechanical,
Electrical and Instrumentation services provider.

 

We continue to operate across a number of long-term frameworks at Sellafield
and during the period the Group secured further framework positions as part of
the Project Partnership Programme ("PPP") . Appointed by all four PPP Key
Delivery Partners, the framework runs for a further 17 years through to 2040
and will see the Group deliver critical Mechanical, Electrical and HVAC
services. The main PPP framework is worth up to £7bn 12  (#_edn12) over its
20-year duration.

 

We continue to build relationships outside of Sellafield, broadening
opportunities for decommissioning services that are in increasing demand at
other UK nuclear facilities.

 

While the work we do in this sector is predominantly focused on
decommissioning and hazard waste removal, the  recent Government Energy
Security Plan, Powering Up Britain, suggests that new nuclear will offer
further growth opportunities in the future. The UK Government has committed to
achieve net zero emissions by 2050, and decarbonisation of our energy supply
is a key step to achieve carbon neutrality. The Government is delivering a
radical shift in the UK energy system towards cleaner, more affordable energy
sources of which new nuclear is an essential component. This is underpinned by
the creation of Great British Nuclear 13  (#_edn13) and the Government's
target to commence construction of up to three new nuclear plants in the next
10 years. 14  (#_edn14) This provides long-term and sustainable demand for our
specialist site services as well as our manufacturing capabilities in high
grade nuclear components.

 

Electric Vehicle Charging

 

The UK Government's commitment to ban the sale of non-electric new cars by
2030 provides the Group with another exciting growth opportunity. This target
has been identified as a key priority in supporting the Government's net zero
emissions targets as well as its ambition to become the fastest nation in the
G7 to decarbonise road transport. 15  (#_edn15) Further, in the Government's
Green Day announcements, £381m was committed to the Local Electric Vehicle
Infrastructure fund to help install tens of thousands of new charging points
across the country 16  (#_edn16) to add to the £950m committed to the Rapid
Charging Fund. During the period we continued to design and construct charging
facilities for large fleet operators and we are exploring further
opportunities in this sector and see it as an exciting growth avenue going
forward.

 

Environmental

Water

 

Following the acquisition of Enisca in November 2022 and Browne in 2021, the
Group's water division continues to go from strength to strength. Enisca
represents an excellent strategic fit, adding new capabilities and clients to
our water business and broadening the Group's footprint in the sector. Enisca
is integrating well with the wider Group and is trading in-line with
management's expectations.

 

Our offer of scheduled maintenance and renewals services in addition to
extensive 24/7 emergency reactive works is further enhanced by the addition of
Enisca's Mechanical, Electrical, Instrumentation, Controls and Automation
("MEICA") capabilities and expands the mission-critical services we provide to
our clients around the UK.

 

We continue to benefit from the UK Government's commitment to spend £51bn
over AMP7 17  (#_edn17) into 2025 and have seen an expansion in investment
through our clients' operational expenditure budgets. For the rest of AMP7 we
expect to see an increasingly accelerated programme of regulatory spend over
the final years, given the lower level of expenditure in the early part of the
cycle.

 

We have strengthened relationships with our existing clients which includes 12
regulated water companies.

 

In the period we secured places on the Dŵr Cymru Welsh Water Major Civils,
Major Electrical and Major Mechanical frameworks, each lasting for up to 8
years, and we renewed our Pressurised Pipeline framework with the same client.
Elsewhere we secured places on Thames Water's Waste Network Services framework
and Severn Trent's Capital Delivery Programme.

 

Other highlights included the start of our work on Wessex Water's Phosphorus
Removal Programme, the award of further batches of mains renewal works for
Thames Water, and the continued success of our Repair & Maintenance
framework for Southern Water in a joint venture.

 

As in other sectors, we are continuing to leverage collaborative potential
between our brands and are increasingly seeing opportunities to combine our
expertise. This will be particularly beneficial as we move into AMP8
(2025-2030) where we expect to see greater investment than in previous cycles.
Procurement for AMP8 commenced recently and it was outlined at the 2023
Wastewater conference that "substantial investment will be needed now and all
the way through the next few AMPs". 18  (#_edn18) At the conference, John
Russel, Senior Director Strategy, Finance and Infrastructure at Ofwat
suggested that this level of investment will need to be two to three times the
current level to achieve the objectives they have set out. 19  (#_edn19)
Russel also indicated that the sector needs to focus more on asset maintenance
which plays to the strengths of our business model and leaves Renew well
positioned to benefit from these trends in the Water market as companies
increase expenditure on capital maintenance and asset optimisation.

 

Flood & Coastal

 

Changing weather conditions have highlighted the need for investment in flood
defences, and the UK Government has committed £5.2bn 20  (#_edn20)  from
2021-2027 to improve flood defence infrastructure. Of this, £1.6bn 21 
(#_edn21) is directed towards coastal erosion and sea flooding projects where
the Group currently undertakes work for the Environment Agency ("EA") on the
EA Flood and Coastal Erosion Framework.

 

With growing investment in the segment, and increased pressure on our
Government to improve the UK's resilience for climate change, the Group is
well-positioned to expand its presence in the sector. We also continue to work
on national frameworks for the Canal and River Trust, Scottish Canals and
Natural Resources Wales.

 

Land Remediation and Specialist Restoration

 

In Land Remediation, we have seen sustained demand for our specialist
environmental services during the period, including an extension of our Land
Regeneration framework with National Grid.

 

Our specialist restoration and conservation services progressed at Lambeth
Palace, at the Edinburgh Botanical Gardens and at the Parliamentary Estate
where we continue to target long-term growth opportunities.

 

Specialist Building

 

Our Specialist Building business focuses on the Science, Landmark and High
Quality Residential, markets in London and the Home Counties.

 

Revenue was in line with expectations at £36.0m (HY22: £36.9m), with
operating profit of £0.5m (HY22: £0.6m) and operating margin of 1.4% (HY22:
1.6%). The order book has strengthened to £110m (HY22: £66.0m), providing
good visibility for the second half and into 2024.

 

ESG

 

It is well recognised that investment into low carbon infrastructure will be
fundamental in delivering the Government's ambitions of delivering net zero
emissions in the UK by 2050. From the rail network and digitally assisted
roads to high-speed telecoms and clean energy, Renew has a key enabling role
to play on the frontline of efforts to decarbonise the economy.

 

During the period we were pleased to retain our LSE Green Economy Mark, which
recognises London-listed companies and funds that derive more than 50% of
their revenues from products and services that are contributing to the
environmental objectives such as climate change mitigation and adaptation,
waste and pollution reduction, and the circular economy.

 

We continue to focus our energy on and are making progress against our four
key areas:

 

 ●    climate action;
 ●    operating responsibly;
 ●    empowering our people; and
 ●    building social value.

 

During the period, our subsidiary businesses undertook a range of initiatives
including volunteering and community support, trialling the use of
alternative, cleaner energy sources to power our sites and the procurement of
electrical and hybrid vehicles across our businesses.

 

We have established quantitative sustainability targets in our four key areas
to embed our ESG strategy across the business and it is the Board's ambition
that the Group will achieve net zero by no later than 2040. We look forward to
providing a more detailed update on progress against these targets at our
Final Results in November 2023.

 

Health & Safety

 

Health and safety is at the heart of everything that we do and the Group
remains dedicated to ensuring safe working practices for all employees and
those who work with us. Our SHEQ performance in the first half was strong and
ahead of the targets we set ourselves.

 

Outlook - strong momentum entering H2; confidence in full year outturn

 

After an outstanding FY22, the first six months of FY23 again reiterate the
differentiated qualities and resilient nature of our business model, and we
have once again grown against record prior half-year comparatives.

 

Whilst we are not immune from the continuing inflationary headwinds in the
economy, our business is well placed to mitigate their impact due to the
nature of our variable, cost-plus contracts. Trading has started well in the
second half of the year and our strong forward order book underpins our
confidence that the full year will be in line with the Board's expectations.

 

In addition to the Government's £600bn 22  (#_edn22) commitment to transform
the UK's infrastructure, we read with interest the Government's announcements
in March which show it has sharpened its focus on investment in infrastructure
to improve climate resilience and energy self-sufficiency, investing in
renewable sources and nuclear capabilities 23  (#_edn23) . Consequently,
longer term we also believe the structural growth drivers in our end markets
are extremely attractive and we remain well positioned to seize both organic
and acquisitive growth opportunities in line with our strategic priorities and
ambitions.

 

 CONDENSED CONSOLIDATED INCOME STATEMENT

 for the six months ended 31 March 2023

                                                                                         Before exceptional items and amortisation of intangible assets  Exceptional items and amortisation of intangible assets                                    Before exceptional items and amortisation of intangible assets                                                            Year ended

                                                                                                                                                         (see Note 3)                                             Six months ended                                                                                                                                            30 September

                                                                                                                                                                                                                  31 March                                                                                          Exceptional items and amortisation of intangible assets

                                                                                                                                                                                                                                                                                                                    (see Note 3)

                                                                                         2023                                                            2023                                                     2023        2022*                 2022                                                            2022                                                      2022

                                                                             Note                                                                                                                                                                   Audited                                                         Audited                                                   Audited

                                                                                         Unaudited                                                       Unaudited                                                Unaudited        Unaudited

                                                                                                                                                                                                                                                    £000                                                            £000                                                      £000

                                                                                         £000                                                            £000                                                     £000        £000

 Revenue: Group including share of joint ventures                            2                                                                           -                                                        471,823     414,343               849,048                                                         -                                                         849,048

                                                                                         471,823
 Less share of joint ventures'  revenue                                                                                                                  -                                                        (18,138)    (15,228)              (32,772)                                                        -                                                         (32,772)

                                                                                         (18,138)
 Group revenue from continuing activities                                    2                                                                           -                                                        453,685     399,115               816,276                                                         -                                                         816,276

                                                                                         453,685
 Cost of sales                                                                           (387,229)                                                       -                                                        (387,229)   (342,373)             (693,336)                                                       -                                                         (693,336)
 Gross profit                                                                            66,456                                                          -                                                        66,456      56,742                122,940                                                         -                                                         122,940
 Administrative expenses                                                                 (39,822)                                                        (1,266)                                                  (41,088)    (36,559)              (68,184)                                                        (8,527)                                                   (76,711)
 Other operating income                                                                  1,695                                                           -                                                        1,695       1,665                 3,655                                                           -                                                         3,655
 Share of post-tax result of joint ventures                                                                                                              (133)                                                    (127)       250                   362                                                             (267)                                                     95

                                                                                         6
 Operating profit                                                            2           28,335                                                          (1,399)                                                  26,936      22,098                58,773                                                          (8,794)                                                   49,979
 Finance income                                                                          52                                                              -                                                        52          3                     16                                                              -                                                         16
 Finance costs                                                                           (666)                                                           -                                                        (666)       (329)                 (573)                                                           -                                                         (573)
 Other finance income - defined benefit pension schemes                                                                                                  -                                                        -           -                     33                                                              -                                                         33

                                                                                         -
 Profit before income tax                                                    2           27,721                                                          (1,399)                                                  26,322      21,772                58,249                                                          (8,794)                                                   49,455
 Income tax expense                                                          5           (6,096)                                                         657                                                      (5,439)     (4,158)               (11,330)                                                        1,782                                                     (9,548)
 Profit for the period from continuing activities                                                                                                        (742)                                                    20,883      17,614                46,919                                                          (7,012)                                                   39,907

                                                                                         21,625
 Loss for the period from discontinued operations                            4                                                                                                                                    (920)       (1,103)                                                                                                                                         (2,242)
 Profit for the period attributable to equity holders of the parent company                                                                                                                                       19,963      16,511                                                                                                                                          37,665

  Basic earnings per share from continuing operations                         6                                                                          (0.94)p                                                  26.47p      22.37p                59.52p                                                          (8.89)p                                                   50.63p

                                                                                         27.41p
 Diluted earnings per share from continuing operations                       6                                                                           (0.94)p                                                  26.39p      22.23p                59.30p                                                          (8.87)p                                                   50.43p

                                                                                         27.33p
 Basic earnings per share                                                    6           27.41p                                                          (2.10)p                                                  25.31p      20.97p                59.52p                                                          (11.74)p                                                  47.78p
 Diluted earnings per share                                                  6           27.33p                                                          (2.10)p                                                  25.23p      20.84p                59.30p                                                          (11.70)p                                                  47.60p

 Proposed dividend                                                           7                                                                                                                                    6.00p       5.67p                                                                                                                                           17.00p

 

*Operating profit for the six months ended 31 March 2022 is stated after
charging £3,561,000 of amortisation cost and £335,000 aborted acquisition
cost (see Note 3).

 

 

 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 31 March 2023

 

                                                                                        Six months ended      Year ended
                                                                                        31 March              30 September
                                                                                 2023              2022       2022

                                                                                 Unaudited         Unaudited  Audited
                                                                                 £000              £000       £000

 Profit for the period attributable to equity holders of the parent company      19,963            16,511     37,665

 Items that will not be reclassified to profit or loss:
 Movement in actuarial valuation of the defined benefit pension schemes          -                 -          347
 Movement on deferred tax relating to the defined benefit pension schemes        -                 -          (240)
 Total items that will not be reclassified to profit or loss                     -                 -          107
 Items that are or may be reclassified subsequently to profit or loss:
 Exchange movement in reserves                                                   -                 1          -
 Total items that are or may be reclassified subsequently to profit or loss      -                 1                   -
 Total comprehensive income for the period attributable to equity holders of     19,963            16,512              37,772
 the parent company

 

 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 31 March 2023

 

 

                                                                    Share    Capital     Cumulative   Share based            Total
                                                           Share    premium  redemption  translation  payments     Retained  equity
                                                           capital  account  reserve     adjustment   reserve      earnings  Unaudited
                                                           £000     £000     £000        £000         £000         £000      £000

 At 1 October 2021                                         7,868    66,378   3,896       1,308        1,079        44,290    124,819
 Transfer from income statement for the period                                                                     16,511    16,511
 Dividends paid                                                                                                    (8,809)   (8,809)
 New shares issued                                         18                                                      1,451     1,469
 Recognition of share based payments                                                                  (32)                   (32)
 Exchange differences                                                                    1                                   1
 Cumulative translation reclassification                                                 (1,309)                   1,309     -
 At 31 March 2022                                          7,886    66,378   3,896       -            1,047        54,752    133,959
 Transfer from income statement for the period                                                                     21,154    21,154
 Dividends paid                                                                                                    (4,472)   (4,472)
 LTIP share issue reclassification                                                                                 (1,451)   (1,451)
 Recognition of share based payments                                                                  690                    690
 Vested share option transfer                                                                         (362)        362       -
 Reclassification on closure of overseas subsidiaries                                                              (1,309)   (1,309)
 Actuarial movement recognised in the pension schemes                                                              347       347
 Movement on deferred tax relating to the pension schemes

                                                                                                                   (240)     (240)
 At 30 September 2022                                      7,886    66,378   3,896       -            1,375        69,143    148,678
 Transfer from income statement for the period                                                                     19,963    19,963
 Dividends paid                                                                                                    (8,936)   (8,936)
 New shares issued                                         27       41                                                       68
 Recognition of share based payments                                                                  336                    336
 Vested share option transfer                                                                         (777)        777       -
 At 31 March 2023                                          7,913    66,419   3,896       -            934          80,947    160,109

 

CONDENSED CONSOLIDATED BALANCE SHEET

at 31 March 2023

 

                                                        31 March          31 March      30 September

                                                        2023              2022          2022
                                                        Unaudited         Unaudited     Audited

                                                        £000              £000          £000
 Non-current assets
 Intangible assets - goodwill                              148,805           139,698    138,445
                       - other                          30,849            25,814        22,385
 Property, plant and equipment                          18,291            15,154        17,834
 Right of use assets                                    17,414            16,037        15,519
 Investment in joint ventures                           4,009             5,560         5,538
 Retirement benefit assets                              2,230             761           2,230
 Deferred tax assets                                    3,095             1,861         2,899
                                                        224,693           204,885       204,850
 Current assets
 Inventories                                            3,566             2,061         2,613
 Assets held for resale                                 -                 1,250         1,250
 Trade and other receivables                            168,267           166,812       164,590
 Current tax assets                                     1,266             1,316         -
 Cash and cash equivalents                              17,012            -             20,218
                                                        190,111           171,439       188,671

 Total assets                                           414,804           376,324       393,521

 Non-current liabilities
 Lease liabilities                                      (9,554)           (8,542)       (8,640)
 Retirement benefit obligation                          (1,049)           -             (1,049)
 Deferred tax liabilities                               (11,360)          (8,219)       (7,568)
 Provisions                                             (338)             (441)         (338)
                                                        (22,301)          (17,202)      (17,595)
 Current liabilities
 Borrowings                                             -                 (1,211)       -
 Trade and other payables                               (217,788)         (215,320)     (212,684)
 Lease liabilities                                      (6,521)           (5,871)       (5,884)
 Current tax liabilities                                -                 -             (595)
 Provisions                                             (8,085)           (2,761)       (8,085)
                                                        (232,394)         (225,163)     (227,248)

 Total liabilities                                      (254,695)         (242,365)     (244,843)

 Net assets                                             160,109           133,959       148,678

 Share capital                                          7,913             7,886         7,886
 Share premium account                                  66,419            66,378        66,378
 Capital redemption reserve                             3,896             3,896         3,896
 Share based payments reserve                           934               1,047         1,375
 Retained earnings                                      80,947            54,752        69,143
 Total equity                                           160,109           133,959       148,678

 

CONDENSED CONSOLIDATED CASHFLOW STATEMENT

for the six months ended 31 March 2023

                                                                                  Six months ended                   Year ended
                                                                                    31 March                         30 September
                                                                             2023                2022                2022
                                                                             Unaudited           Unaudited           Audited
                                                                             £000                £000                £000
 Profit for the period from continuing operating activities                  20,883              17,614              39,907
 Share of post-tax trading result of joint venture                           127                 (250)               (95)
 Amortisation of intangible assets and goodwill remeasurement                712                 3,561               8,109
 Research and development expenditure credit                                 (725)               -                   (1,353)
 Depreciation                                                                5,129               4,978               10,136
 Profit on sale of property, plant and equipment                             (302)               (561)               (830)
 Decrease/(increase) in inventories                                          505                 17                  (534)
 Decrease/(increase) in receivables                                          3,734               (9,637)             (7,455)
 (Decrease)/increase in payables                                             (4,940)             7,191               10,986
 Current and past service cost in respect of defined benefit pension scheme  -                   25                  23
 Cash contribution to defined benefit pension schemes                        -                   (252)               (315)
 Charge/(credit) in respect of share options                                 336                 (32)                657
 Finance income                                                              (52)                (3)                 (16)
 Finance expense                                                             666                 329                 540
 Interest paid                                                               (666)               (329)               (573)
 Income taxes paid                                                           (6,136)             (3,500)             (7,595)
 Income tax expense                                                          5,439               4,158               9,548
 Net cash inflow from continuing operating activities                        24,710              23,309              61,140
 Net cash outflow from discontinued operating activities                     (611)               (424)               (3,977)
 Net cash inflow from operating activities                                   24,099              22,885              57,163
 Investing activities
 Interest received                                                           52                  3                   16
 Dividend received from joint venture                                        -                   264                 265
 Proceeds on disposal of property, plant and equipment                       422                 1,116               1,514
 Purchases of property, plant and equipment                                  (1,979)             (814)               (5,056)
 Acquisition of subsidiaries net of cash acquired                            (13,334)            -                   -
 Net cash (outflow)/inflow from investing activities                         (14,839)            569                 (3,261)

 Financing activities
 Dividends paid                                                              (8,936)             (8,809)             (13,281)
 Issue of Ordinary Shares                                                    68                  1,469               18
 New loan                                                                    23,000              18,000              18,000
 Loan repayments                                                             (23,000)            (22,375)            (22,373)
 Repayment of obligations under finance leases                               (3,598)             (3,598)             (6,693)
 Net cash outflow from financing activities                                  (12,466)            (15,313)            (24,329)

 Net (decrease)/increase in continuing cash and cash equivalents             (2,595)             8,565               33,550
 Net decrease in discontinued cash and cash equivalents                      (611)               (424)               (3,977)
 Net (decrease)/increase in cash and cash equivalents                        (3,206)             8,141               29,573
 Cash and cash equivalents at the beginning of the period                    20,218              (9,355)             (9,355)
 Effect of foreign exchange rate changes on cash and cash equivalents        -                   3                   -
 Cash and cash equivalents at the end of the period                          17,012              (1,211)             20,218

 Bank balances and cash                                                      17,012              -                   20,218
 Bank overdraft                                                              -                   (1,211)             -
 Cash and cash equivalents at end of period                                  17,012              (1,211)             20,218

 

 NOTES TO THE CONDENSED CONSOLIDATED ACCOUNTS

 

1      Basis of preparation

 

(a) The condensed consolidated interim financial report for the six months
ended 31 March 2023

and the equivalent period in 2022 has not been audited or reviewed by the
Group's auditor.

It does not comprise statutory accounts within the meaning of Section 435 of
the Companies Act 2006.  It has been prepared under the historical cost
convention and on a going concern basis in accordance with applicable law and
international accounting standards in conformity with the requirements of the
Companies Act 2006 ("Adopted IFRSs"). The report does not comply with IAS 34
"Interim Financial Reporting" which is not currently required to be applied
for AIM companies and it was approved by the Directors on 16 May 2023.

 

(b) The accounts for the year ended 30 September 2022 were prepared under IFRS
and have been delivered to the Registrar of Companies. The report of the
auditor on those accounts was unqualified, did not contain an emphasis of
matter paragraph and did not contain any statement under Section 498(2) or (3)
of the Companies Act 2006. In this report, the comparative figures for the
year ended 30 September 2022 have been audited. The comparative figures for
the period ended 31 March 2022 are unaudited.

 

(c) The accounting policies applied in preparing the condensed consolidated
interim financial information are the same as those applied in the preparation
of the annual financial statements for the year ended 30 September 2022 as
described in those financial statements.

 

(d) The principal risks and uncertainties affecting the Group are unchanged
from those set out in the Group's Accounts for the year ended 30 September
2022.  The Directors have reviewed financial forecasts and are satisfied that
the Group has adequate resources to continue in operational existence for the
foreseeable future.  Accordingly, the Group continues to adopt the going
concern basis in preparing the condensed consolidated interim financial
report.

 

This condensed consolidated interim financial report is being sent to all
shareholders and is also available upon request from the Company Secretary,
Renew Holdings plc, 3175 Century Way, Thorpe Park, Leeds, LS15 8ZB, or via the
website, www.renewholdings.com (http://www.renewholdings.com) .

 

2    Segmental
analysis
 

Operating segments have been identified based on the internal reporting
information provided to the Group's Chief Operating Decision Maker. From such
information, Engineering Services and Specialist Building have been determined
to represent operating segments.

 

                                           Group including share of joint ventures                                 Group revenue from continuing activities      Group including share of joint ventures                                 Group revenue from continuing activities

                                                                                    Less share of joint ventures   Six months ended                                                                                                      Year ended

                                           2023                                                                    31 March                                      2022                                     Less share of joint ventures   30 September

                                           Unaudited                                2023                                                                         Audited

                                                                                    Unaudited                                                                                                             2022                           2022

                                                                                                                                                                                                          Audited                        Audited

                                           2023                                                                    2022

                                           Unaudited                                                               Unaudited

                                           £000                                     £000                           £000                   £000                   £000                                     £000                           £000
 Analysis of revenue
 Engineering Services                      435,828                                  (18,138)                       417,690                362,232                778,917                                  (32,772)                       746,145
 Specialist Building                       35,995                                   -                              35,995                 36,882                 70,125                                   -                              70,125
 Segment revenue                           471,823                                  (18,138)                       453,685                399,114                849,042                                  (32,772)                       816,270
 Central activities                        -                                        -                              -                      1                      6                                        -                              6
 Group revenue from continuing operations  471,823                                                                 453,685                399,115                                                                                        816,276

                                                                                    (18,138)                                                                     849,048                                  (32,772)

 

 

                               Before exceptional items and  amortisation of intangible assets   Exceptional items and               Six months ended       Before exceptional items and amortisation of intangible assets       Exceptional items and              Year ended

                               2023                                                              amortisation of intangible assets   31 March               2022                                                                amortisation of intangible assets   30 September

                               Unaudited                                                         2023                                                       Audited                                                             2022                                2022

                                                                                                 Unaudited                                                                                                                      Audited                             Audited

                               2023                                                                                                  2022*

                               Unaudited                                                                                             Unaudited

                               £000                                                              £000                                £000        £000       £000                                                                £000                                £000
 Analysis of operating profit
 Engineering Services          29,697                                                            (845)                               28,852      23,062     59,123                                                              (8,376)                             50,747
 Specialist Building           517                                                               -                                   517         585        1,679                                                               -                                   1,679
 Segment operating profit      30,214                                                                                                29,369      23,647                                                                                                             52,426

                                                                                                 (845)                                                      60,802                                                              (8,376)
 Central activities            (1,879)                                                           (554)                               (2,433)     (1,549)    (2,029)                                                             (418)                               (2,447)
 Operating profit              28,335                                                            (1,399)                             26,936      22,098     58,773                                                              (8,794)                             49,979
 Net financing expense             (614)                                                                                               (614)       (326)                                                                                                            (524)

                                                                                                 -                                                          (524)                                                               -
 Profit before income tax      27,721                                                                                                26,322      21,772                                                                                                             49,455

                                                                                                 (1,399)                                                    58,249                                                              (8,794)

 

 *Operating profit for the six months ended 31 March 2022 is stated after
charging £3,561,000 of amortisation cost and £335,000 aborted acquisition
cost (see Note  3).

 

3    Exceptional items and amortisation of intangible assets

 

                                                                    Six months ended                Year ended
                                                                    31 March                        30 September
                                                                    2023               2022         2022
                                                                    Unaudited          Unaudited    Audited
                                                                    £000               £000         £000
 Aborted acquisition costs/acquisition costs                        554                335          418
 Total charges arising from exceptional items                       554                335          418
 Amortisation of intangible assets                                  2,999              3,561        7,123
 Goodwill remeasurement                                             (2,154)            -            -
 Impairment of intangible asset                                     -                  -            1,253
 Total exceptional items and amortisation charge before income tax  1,399              3,896        8,794
 Taxation credit on exceptional items and amortisation              (657)              (890)        (1,782)
 Total exceptional items and amortisation charge                    742                3,006        7,012

 

During the period the Company incurred £554,000 of costs acquiring Enisca
Group Limited.

 

On 25 November 2022 the Company acquired the whole of the issued share capital
of Enisca Group Limited which resulted in the Group owning 100% of Enisca
Browne Limited. Under IFRS 3 this is treated as a step acquisition where the
previous held equity interest is remeasured at its acquisition date fair value
with the resulting gain recognised in the income statement.

 

                                                              £000
 Remeasured value                                             3,556
 Less equity interest (previously included in Investments in  (1,402)

 joint ventures)
 Goodwill remeasurement                                       2,154

 

4    Loss for the period from discontinued operations

 

                                                           Six months ended                Year ended
                                                           31 March                        30 September
                                                           2023               2022         2022
                                                           Unaudited          Unaudited    Audited
                                                           £000               £000         £000
 Revenue                                                   -                  -            -
 Expenses                                                  (920)              (1,103)      (2,242)
 Loss before income tax                                    (920)              (1,103)      (2,242)
 Income tax charge                                         -                  -            -
 Loss for the period from discontinued operations          (920)              (1,103)      (2,242)

 

The Group has increased accruals as a result of the settlement of Allenbuild
Limited historic claims during the period and an internal reassessment of the
likely costs required to settle other known contractual disputes.

 

 

5    Income tax expense

 

                                              Six months ended      Year ended
                                              31 March              30 September
                                              2023       2022       2022
                                              Unaudited  Unaudited  Audited
                                              £000       £000       £000
 Current tax:
 UK corporation tax on profit for the period  (4,676)    (3,566)    (10,692)
 Adjustments in respect of previous periods   -          -          (193)
 Total current tax                            (4,676)    (3,566)    (10,885)
 Deferred tax                                 (763)      (592)      1,337
 Income tax expense                           (5,439)    (4,158)    (9,548)

 

 

6    Earnings per
share

 

                                                                                                                                                                                Year ended 30 September
 Six months ended 31 March
                                                                  2023                                                                                                                 2022

                                                                                                              2022
                                                                  Unaudited                                              Unaudited                                                            Audited
                                                     Earnings     EPS        DEPS                  Earnings              EPS                   DEPS                             Earnings      EPS                               DEPS

                                                     £000         Pence      Pence                 £000                  Pence                 Pence                            £000          Pence                             Pence
 Earnings before exceptional items and amortisation               27.41      27.33                                       26.19                 26.02                            46,919        59.52                             59.30

                                                     21,625                                        20,620
 Exceptional items and amortisation                               (0.94)     (0.94)                                      (3.82)                (3.79)                           (7,012)       (8.89)                            (8.87)

                                                        (742)                                         (3,006)
 Basic earnings per share - continuing activities                 26.47      26.39                                       22.37                 22.23                            39,907        50.63                             50.43

                                                     20,883                                        17,614
 Loss for the period from discontinued activities                 (1.16)     (1.16)                                      (1.40)                (1.39)                           (2,242)       (2.85)                            (2.83)

                                                     (920)                                         (1,103)
 Basic earnings per share                                         25.31      25.23                                       20.97                 20.84                            37,665              47.78                       47.60

                                                     19,963                                        16,511

 Weighted average number of shares                                78,888     79,130                                      78,727                79,234                                                     78,825                79,125

 

 

The dilutive effect of share options is to increase the number of shares by
242,160 (March 2022: 507,000; September 2022: 299,750) and reduce the basic
earnings per share by 0.08p (March 2022: 0.13p; September 2022: 0.18p).

 

7      Dividends

 

The proposed interim dividend is 6.00p (2022: 5.67p) per share. This will be
paid out of the Company's available distributable reserves to shareholders on
the register on 9 June 2023, payable on 12 July 2023.  The ex-dividend date
will be 8 June 2023.  In accordance with IAS 1 "Presentation of Financial
Statements", dividends are recorded only when paid and are shown as a movement
in equity rather than as a charge in the income statement.

 

8      Acquisition of subsidiary undertaking - Enisca Group Limited

On 25 November 2022 the Company acquired the whole of the issued share capital
of Enisca Group Limited ("Enisca") for a cash consideration of £14.6m
together with a £3.6m IFRS 3 step remeasurement of the 50% Enisca Browne
Limited joint venture originally acquired with J Browne Group Limited (now
100% owned by the Group). The net acquisition cost was funded by a combination
of cash and the Group's existing revolving credit facility provided by HSBC
Bank plc, National Westminster Bank plc and Lloyds Bank plc.

 

The provisional value of the assets and liabilities of Enisca at the date of
acquisition were:

 

                                                                               Book value  Adjustments  Fair value
                                                                               £000        £000         £000
 Non-current assets
 Intangible assets - goodwill                                                  1,805       8,555        10,360
                                - other                                         -          11,330       11,330
 Property, plant and equipment                                                 496          -           496
 Right of use assets                                                            -          501          501
 Investment in joint ventures                                                  66          (66)         -
                                                                               2,367       20,320       22,687
 Current assets
 Inventories                                                                   208          -           208
 Trade and other receivables                                                   7,411        -           7,411
 Cash and cash equivalents                                                     1,264        -           1,264
                                                                               8,883        -           8,883

 Total assets                                                                  11,250      20,320       31,570

 Non-current liabilities
 Lease liabilities                                                             -           (403)        (403)
 Deferred tax liabilities                                                       -          (2,833)      (2,833)
                                                                               -           (3,236)      (3,236)
 Current liabilities
 Trade and other payables                                                      (9,735)      -           (9,735)
 Lease liabilities                                                             (23)        (98)         (121)
 Current tax liability                                                         (324)        -           (324)
                                                                               (10,082)    (98)         (10,180)

 Total liabilities                                                             (10,082)    (3,334)      (13,416)

 Net assets                                                                    1,168       16,986       18,154

 Goodwill of £10,360,000 arose on acquisition and is attributed to the
 expertise and workforce of the acquired

 business. Other intangible assets provisionally valued at £11,330,000, which
 represent customer relationships

 and contractual rights, were also acquired and will be amortised over their
 useful economic lives in accordance

 with IAS 38. Deferred tax has been provided on this amount.  Amortisation of
 this intangible asset commenced

 from December 2022.

 Right of use assets and obligations under finance leases

 Enisca's statutory accounts are prepared under FRS 102. The Group has made an
 adjustment for

 operating leases obtained on acquisition whereby the leases are capitalised
 based on discounted

 future lease payments together with an equivalent leasing liability to be
 consistent with Group

 reporting under IFRS 16 "Leases".

 Fair value adjustments arising from the acquisition

 In accordance with IFRS 3, the Board will review the fair value of assets and
 liabilities using information

 available up to 12 months after the date of acquisition. Fair value has been
 calculated using Level 3

 inputs as defined by IFRS 13.

 

 1  (#_ednref1) Renew uses a range of statutory performance measures and
alternative performance measures when reviewing the performance of the Group
against its strategy. Definitions of the alternative performance measures, and
a reconciliation to statutory performance measures, are included in note 30 of
the 2022 Annual Report & Accounts.

 2  (#_ednref2) HM Treasury, Autumn Statement 2022 - November 2022

 3  (#_ednref3) Press statement by The RT Hon Grant Shapps MP, Shapps sets out
plans drive multi billion pound investment in energy revolution, (2023).
 online  Available at:
https://www.gov.uk/government/news/shapps-sets-out-plans-to-drive-multi-billion-pound-investment-in-energy-revolution

 4  (#_ednref4) HM Treasury, Autumn Statement 2022 - November 2022

 5  (#_ednref5) Renew uses a range of statutory performance measures and
alternative performance measures when reviewing the performance of the Group
against its strategy. Definitions of the alternative performance measures, and
a reconciliation to statutory performance measures, are included in note 30 of
the 2022 Annual Report & Accounts.

 6  (#_ednref6) UK Government Department for Transport Policy paper, Railways
Act 2005 statement of funds available 2022 - 1 December 2022

 7  (#_ednref7) Smith, K. (2023) 'Britain outlines £44bn maintenance and
renewals spending plan for 2024-2029', International Rail Journal. Available
at:
https://www.railjournal.com/financial/britain-outlines-44bn-maintenance-and-renewals-plan-for-2024-2029/

 8  (#_ednref8) UK Government Department for Transport, Planning ahead for the
Strategic Road Network - December 2021

 9  (#_ednref9) Knott, J. (2023) 'Very limited budget for new road projects,
senior civil servant says', Construction News. Available at:
https://www.constructionnews.co.uk/civils/very-limited-budget-for-new-road-projects-senior-civil-servant-says-02-02-2023/

 10  (#_ednref10) UK Government Department for Digital, Culture, Media &
Sport, Future Telecoms Infrastructure Review - 23 July 2018

 11  (#_ednref11) UK Government Nuclear Decommissioning Authority, Nuclear
Provision: the cost of cleaning up Britain's historic nuclear sites - 4 July
2019

 12  (#_ednref12) UK Government Corporate report, The Programme and Project
Partners Supply Chain Strategy - 14 September 2021

 13  (#_ednref13) Press statement by The RT Hon Grant Shapps MP, Shapps sets
out plans drive multi billion pound investment in energy revolution, (2023).
 online  Available at:
https://www.gov.uk/government/news/shapps-sets-out-plans-to-drive-multi-billion-pound-investment-in-energy-revolution

 14  (#_ednref14) Press statement by The RT Hon Grant Shapps MP, Shapps sets
out plans drive multi billion pound investment in energy revolution, (2023).
 online  Available at:
https://www.gov.uk/government/news/shapps-sets-out-plans-to-drive-multi-billion-pound-investment-in-energy-revolution

 15  (#_ednref15) UK Government Policy paper, Taking Charge: the electric
vehicle infrastructure strategy - March 2022

 16  (#_ednref16) Press statement by The RT Hon Grant Shapps MP, Shapps sets
out plans drive multi billion pound investment in energy revolution, (2023).
 online  Available at:
https://www.gov.uk/government/news/shapps-sets-out-plans-to-drive-multi-billion-pound-investment-in-energy-revolution

 17  (#_ednref17) Ofwat PR19 final determinations, Overview of companies'
final determinations - December 2019

 18  (#_ednref18) Russell, J. 2023. Balancing investment leading up to AMP8,
and beyond. Wastewater 2023 Conference, 25 January, London.

 19  (#_ednref19) Russell, J. 2023. Balancing investment leading up to AMP8,
and beyond. Wastewater 2023 Conference, 25 January, London.

 20  (#_ednref20) Lovell, A. 2023. EA Chair says collaboration needed to
protect local economies and nature on the coast. Annual Coastal Futures
Conference, 26 January, London.

 21  (#_ednref21) Lovell, A. 2023. EA Chair says collaboration needed to
protect local economies and nature on the coast. Annual Coastal Futures
Conference, 26 January, London.

 22  (#_ednref22) HM Treasury, Autumn Statement 2022 - November 2022

 23  (#_ednref23) Press statement by The RT Hon Grant Shapps MP, Shapps sets
out plans drive multi billion pound investment in energy revolution, (2023).
 online  Available at:
https://www.gov.uk/government/news/shapps-sets-out-plans-to-drive-multi-billion-pound-investment-in-energy-revolution

 

 

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