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REG-Renewi plc Renewi plc: Half-year report

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Renewi plc (RWI)
Renewi plc: Half-year report

09-Nov-2023 / 07:00 GMT/BST

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9 November 2023

                                                              Renewi plc

                                                                    

                                                           Half Year Results

                                              for the six months ended 30 September 2023

 

Renewi plc (“Renewi”, the “Company” or, together with its subsidiaries, the “Group”) (LSE: RWI), the leading European waste-to-product
business, announces its results for the six months ended 30 September 2023 (“HY24” or the “period”).

 

Financial Highlights – in line with guidance from 4 October 2023  

  • Revenue of €937m and underlying EBIT1 of €50.7m (HY23: €952m and €75.2m respectively), reflects re-based recyclate prices together
    with a subdued volume environment in certain commercial waste sectors and particularly construction & demolition (“C&D”)
  • Underlying EBITDA of €113.6m (HY23: €131.9m)
  • Statutory profit after tax of €35.3m (HY23: €53.4m) and basic EPS of 42 cents (HY23: 66 cents)
  • Net cash inflow from operating activities of €88.8m (HY23: €74.0m) due to improvements in working capital
  • Core net debt* to EBITDA of 2.1x (March 2023: 1.8x) with core net debt increased to €383.2m (March 2023: €370.6m), in line with
    expectations

 

Strategic and Operational Highlights – strong actions in HY24  

 

Margin focus:

  • Renewi 2.0 is now successfully completed and the programme has supported productivity in HY24
  • Additional actions to be implemented in H2 to reduce SG&A and other costs by €15m on an annual basis, with capability and capacity
    retained

 

Portfolio actions:

  • As previously announced, strategic review of UK Municipal on track, targeted outcome in the first half of 2024 
  • Strong Q2 performance in Mineralz & Water ("M&W"), following ramp-up of sand and gravel production, with H2 expected to show
    sharply improved results, in line with the performance enhancement plan

 

Accelerated growth:

  • Successfully commissioned a hard plastics sorting facility in Acht, Netherlands which is expected to achieve at least group hurdle
    returns over the course of 2024
  • The Group had a number of customer wins including the Dutch Ministry of Defence, TotalEnergies and Custodial Institutions Agency
  • Renewi’s Specialities business Maltha, continued to achieve record-breaking performance due to operational enhancements and
    strategic investments. Coolrec maintained strong volumes in the period, though plastics prices were lower

 

Current trading and outlook – on track to achieve full year expectations

  • Full year guidance unchanged from trading update of 4 October 2023
  • Revenue stable as a result of targeted commercial initiatives and structural drivers, including Vlarema 8 legislation, expected to
    support resilient H2 demand across Commercial Waste Belgium, M&W and the Specialities businesses which will mitigate in part
    continued low levels of C&D activity in the Netherlands
  • Significantly stronger EBIT performance in H2 underpinned by continued M&W earnings recovery, the initial contribution from SG&A
    cost actions, pricing and further productivity initiatives. Further benefits of our margin and portfolio initiatives, together with
    stabilised recyclate prices and tailwinds generated by Renewi 2.0, underpin confidence in good progress in FY25 

 

Strategy in place to achieve sustainable improvements in margins and cash conversion in the medium term

  • Deliver >5% p.a. organic sales growth through growth initiatives, increased recycling conversion and targeted market share gains
  • High single digit EBIT margins 
  • Free cash flow generation at least 40% of EBITDA 
  • ROCE of over 15% 
  • Disciplined capital allocation strategy focused on attractive and sustainable shareholder value whilst maintaining strong balance
    sheet as outlined at the Group’s Capital Markets Event

 

Otto de Bont, Chief Executive Officer, said: 

“Our first half performance  was in line  with our expectations  and previous guidance  from October. The  period saw recyclate  prices
reverting to more normalised  levels, following the  unprecedented Covid peak.  Volumes mostly stabilised,  except in Construction  and
Demolition waste in the  Netherlands. In response, we  are taking strong  action by reducing our  SG&A cost base by  €15m on an  annual
basis.

 

“Alongside reducing costs,  we continue  to benefit  from previous  strategic actions. For  example, Mineralz  & Water  have ramped  up
production of sand and gravel in our soil  cleaning business as of September and we expect  to show sharply improved results in H2.  We
continued to invest in future organic growth; at Maltha the operational enhancements enabled the business to achieve a  record-breaking
performance in the period. Our Vlarema8 line in Ghent, Belgium started ramp-up in H1 and we also commissioned our hard plastics sorting
facility in Acht, Netherlands. All of these actions will contribute to a stronger second half and our medium term strategic objectives.
On the commercial front Renewi won  a number of significant customers  as a result of our strong  value proposition, such as the  Dutch
Ministry of Defence, TotalEnergies and Custodial Institutions Agency. 

 

“As announced in October, we are undertaking  a strategic review of our UK Municipal  business, with an outcome targeted for the  first
half of 2024.  

 

“As we look forward,  our SG&A cost actions  and benefits from Renewi  2.0 and the Mineralz  & Water recovery are  expected to lead  to
higher profit and margin expansion in the second half of the year  and we expect this to flow through to FY25. Renewi's resilience  and
adept handling of price and cost dynamics  have ensured a stable financial position and  we reconfirm our intention to resume  dividend
payments at the end of this financial year. As a company we are  proud of the critical role Renewi is playing in closing the loop to  a
circular economy  and we  look  forward to  continuing  to enable  the decarbonisation  of  our world  while  delivering value  to  our
shareholders.” 

 

The full text of the half year statement is set out below, together with detailed financial results and will be available on the
Company's website at www.renewi.com. 

 

Virtual presentation 

 

Renewi will host a virtual presentation at 10:30-11:30am CET today. Please register to attend the webcast here:

https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=C3E612CF-DACD-4EBF-9046-3E245751FAEA&LangLocaleID=1033.

 

Today’s presentation will also be available on the website once the webcast has concluded https://www.renewi.com/en/investors.  

 

 

Results

                                               HY24     HY23#  % change 
UNDERLYING NON-STATUTORY                                                
Revenue                                     €937.1m   €952.0m       -2% 
Underlying EBITDA1                          €113.6m   €131.9m      -14% 
Underlying EBIT1                             €50.7m    €75.2m      -33% 
Underlying EBIT1. margin                       5.4%      7.9%   -2.5pps 
Adjusted free cash flow1                     €24.1m    €22.2m           
Free cash flow1                             €(1.6)m   €(4.4)m           
Free cash flow/EBITDA conversion1              -1.4%     -3.3%          
Return on capital employed1                     8.1%     12.2%          
Core net debt*                              €383.2m   €387.7m           
                                                                        
STATUTORY                                                               
Revenue                                     €937.1m   €952.0m       -2% 
Operating profit                             €64.1m    €83.6m      -23% 
Profit before tax                            €45.4m    €71.6m      -36% 
Profit for the period                        €35.3m    €53.4m       -34%
Basic EPS (cents per share)                     42c       66c       -36%
Cash flow from operating activities          €94.7m    €81.9m           
Total net debt (including IFRS 16 leases)   €687.9m   €687.6m           

1 The definition and rationale for the use of non-IFRS measures are included in note 18.

# Certain September 2022 values have been adjusted to reflect a prior year adjustment as referred to in note 2.

* Core net debt used for banking leverage calculations excludes the impact of IFRS 16 lease liabilities and UK PPP net debt.

 

For further information:        
                                

                                

FTI Consulting                 Renewi plc

+44 203 727 1340               Anne Metz, Director of Investor Relations
                                                                          
 1 FTI_RWI@FTIconsulting.com   +31 6 4167 9233

Alex Le May / Richard Mountain  2 investor.relations@renewi.com
                                
                                

 

 

About Renewi

 

Renewi is a pure-play recycling  company with a focus on  extracting value from waste and  used materials rather than disposal  through
incineration or landfill. The company also plays a key role in limiting resource scarcity through the creation of secondary  materials,
and by so doing addresses both social and regulatory trends and contributes to creating a cleaner, greener world.

 

Renewi’s vision is to be the leading waste-to-product company in the world’s most advanced circular economies. With a recycling rate of
64% which we believe to be among the highest in Europe, Renewi  puts 7m tonnes of low carbon secondary materials back into reuse.  This
is a significant contribution to climate change mitigation and the circular economy. Our recycling protects virgin resources and avoids
emissions of more than 2.5 million tonnes of CO2.

 

Renewi, which draws on innovation and the latest technology to turn waste into useful materials - paper, metals, plastics, glass, wood,
building materials, compost and water - employs over 6,500 people who work on 154 operating sites in 5 countries across Europe and  the
UK. Renewi is recognised as a market leader in Benelux and a European leader in advanced recycling.

 

Visit our website for more information: www.renewi.com.

 

Chief Executive Officer’s Statement

 

Overview

 

As announced on October 4th,  Renewi delivered performance broadly in  line with the Board’s expectations  over the first half of  FY24
against a backdrop of normalising recyclate prices and subdued  economic activity. Year-on-year group revenue and underlying EBIT  fell
due to lower Commercial Waste  volumes, particularly in C&D in  the Netherlands and lower recyclate  prices following Covid volume  and
price peaks. Most recyclate prices have now stabilised to levels around historic averages, with the majority of the decline, as well as
ongoing inflationary pressures, being mitigated through  pricing discipline and the margin benefits  from the now completed Renewi  2.0
digitisation programme and other ongoing cost actions.

 

In Commercial Waste, inbound volumes stabilised in Belgium but continued to decline in the Netherlands during the first half, primarily
due to ongoing demand weakness,  especially from C&D customers. Pricing  actions and cost savings have  partially offset the impact  of
lower volumes, recyclate prices and cost inflation.

 

M&W’s had a  strong Q2 performance,  following the  ramp-up of throughput.  The start of  the year  was impacted by  pulling an  annual
maintenance stop into the first quarter, which is expected to  benefit the division’s results in the second half. Within  Specialities,
our glass  recycling business,  Maltha, continued  to deliver  strong performance,  benefitting from  the previously  made  operational
enhancements. Coolrec maintained strong volumes, although was affected by lower plastics prices throughout the first half.

 

Further cost-cutting measures for our SG&A costs  at both the divisional and central levels  have been initiated in September 2023  and
discussions are now being  held with the  relevant works councils. This  initiative will result  in a headcount reduction  of 160 by  1
December 2023 with an expected cost to deliver of c€4-5m in year.

 

Group financial performance

 

                                                                         
Group Summary                   Revenue              Underlying EBIT     
                           HY24   HY23 Variance     HY24  HY23 Variance  
                             €m     €m        %       €m    €m        %  
                                                                         
Commercial Waste          693.3  694.4       0%     50.3  68.4     -26%  
Mineralz & Water           88.4   93.3      -5%      1.5   2.6     -42%  
Specialities              178.7  186.3      -4%     10.3  11.3      -9%  
Group central services        -      -            (11.4) (7.1)     -61%  
Inter-segment revenue    (23.3) (22.0)                 -     -           
Total                     937.1  952.0      -2%     50.7  75.2     -33%  
                                                                         

The underlying figures above are reconciled to statutory measures in note 3 in the consolidated financial statements.

 

Total revenues were down 2% to €937.1m and  underlying EBIT was down 33% to €50.7m.  Profit before tax decreased by €26.2m, to  €45.4m,
driven by the recyclate prices settling  close to historical average levels, together  with lower volumes in Commercial Waste.  Ongoing
inflationary pressures were  offset by pricing  discipline and ongoing  cost actions.  Earnings per share  fell to 42  cents (HY23:  66
cents).

 

Outbound revenue from the sale of recycled materials decreased to €167.9m (HY23: €196.5m) driven by the lower recyclate prices.

 

A free cash outflow of €1.6m  (HY23: €4.4m as adjusted for the  prior year restatement as referred to  in note 2) reflects the  planned
increase in  replacement capital  expenditure  and interest  and loan  fees  payments offset  in part  by  a positive  working  capital
performance. Total cash outflow was €15.9m, as a result of growth  capex projects for Vlarema 8 and our hard plastics facility in  Acht
and extension of landfill rights in Mineralz. As expected, core net debt to EBITDA increased to 2.1x at 30 September 2023 from 1.8x  at
the end of  March 2023.  The Board’s  long-term target  remains 2.0x. Liquidity  headroom including  core cash  and undrawn  facilities
remained strong at €307m.

 

Divisional performance

 

                                                                              
Commercial Waste              Revenue     Underlying EBIT   Operating profit  
                             HY24  HY23      HY24    HY23       HY24    HY23  
                                                                              
Netherlands Commercial      457.3 459.7      25.8    40.3       25.7    40.3  
Belgium Commercial          237.5 236.3      24.5    28.1       24.1    28.2  
Intra-segment revenue       (1.5) (1.6)         -       -          -       -  
Total (€m)                  693.3 694.4      50.3    68.4       49.8    68.5  
                                                                              
Period-on-period variance %                                                   
Netherlands Commercial        -1%            -36%               -36%          
Belgium Commercial             1%            -13%               -15%          
Total                          0%            -26%               -27%          
                                                                              
                                            Underlying         Return on      
                                            EBIT margin     operating assets  
                                             HY24    HY23       HY24    HY23  
                                                                              
Netherlands Commercial                       5.6%    8.8%      14.4%   24.3%  
Belgium Commercial                          10.3%   11.9%      34.4%   51.8%  
Total                                        7.3%    9.9%      19.4%   29.9%  
                                                                              

The return on  operating assets excludes  all landfill related  provisions. The underlying  figures above are  reconciled to  statutory
measures in notes 3 and 18 in the consolidated financial statements.

 

The Commercial Waste Division revenues at €693m  were flat and underlying EBIT fell by  26% to €50.3m, representing an underlying  EBIT
margin of 7.3%.

 

Revenues in the Netherlands declined by 1% to €457.3m and underlying  EBIT fell by 36% to €25.8m. Underlying EBIT margins decreased  by
320bps to 5.6% and return on operating assets fell to 14.4%.  Volumes in the Netherlands have been impacted by ongoing demand  weakness
particularly from C&D customers due to declines in permissions for new building work resulting from environmental quotas.  The decrease
in recyclate prices is partially mitigated through the dynamic pricing contracts in which price fluctuations are shared with customers,
buffering the impact on  Renewi’s results by about  65% of the recyclate  movement.  The volume decreases  and residual portion of  the
declining recyclate prices impacted underlying  EBIT margin for the first  half. In response to this,  divisional and central cost  and
efficiency measures are being executed before the end of  2023. We continued to exercise strong pricing discipline, ensuring  inflation
was passed on to customers throughout the period.

 

In Commercial Waste Belgium, revenue increased marginally to €237.5m and underlying EBIT fell by 13% to €24.5m. Underlying EBIT margins
decreased by 160bps to 10.3%.  Belgium has also been impacted  by the lower recyclate prices;  however, volumes have stabilised in  the
recent months and were marginally ahead of prior year. Strong pricing and cost actions taken have kept margins close to target levels.

 

Commercial efforts offering  segment specific  value propositions led  to significant  new contract wins  in both  the Netherlands  and
Belgium, examples include the Dutch Ministry of Defence,  TotalEnergies and Custodial Institutions Agency. In Belgium cooperation  with
secondary disposers to meet the Vlarema 8 regulation also led  to early successes, resulting in turning the volume decline into  modest
but profitable growth.

 

Key growth investments have progressed well,  with our plastics facility in Acht  being fully commissioned with promising results.  The
facility has capacity to process  25kT of hard plastics  per year and is expected  to be fully operational  early 2024. Given the  high
level of purity  achieved, pricing  for the  recyclates produced  will drive strong  financial returns  from this  facility once  fully
operational.

 

Our advanced sorting facility in Ghent is fully operational,  achieving targeted recycling rates. Enforcement of Vlarema 8  legislation
is ramping up within Flanders,  and with full enforcement expected  in 2024 we will commence  the construction of our advanced  sorting
facility in Puurs accordingly. 

 

                                                
Mineralz & Water            HY24 HY23 Variance  
                              €m   €m        %  
                                                
Revenue                     88.4 93.3      -5%  
Underlying EBIT              1.5  2.6     -42%  
Underlying EBIT margin      1.7% 2.8%           
Operating profit             9.5 11.0     -14%  
Return on operating assets -0.9% 7.3%           
                                                

The return on operating assets excludes all landfill related provisions. The underlying figures above are reconciled to statutory
measures in notes 3 and 18 in the consolidated financial statements.

 

The M&W division saw revenues decrease by 5%  to €88.4m and underlying EBIT fall by €1.1m  to €1.5m. The performance in the first  half
reflected the pull forward of annual maintenance stops originally scheduled for the second half. Throughput was increased from 35 to 50
tonnes per hour in September and there was a continued good performance at the waterside and pyro installations.

 

We continue  to improve  the  quality and  consistency of  our  sand and  filler products  to  provide high  quality products  for  the
construction industry. End of  waste certification was achieved  for gravel, opening  up the offtake market  to any customer.  Although
certification for sand is  still pending, a  commercial agreement has  been reached for the  offtake of 200kT  of sand, signalling  its
continued recovery.

 

We also continue  to work with  off takers to  place our 0.6mT  residual TGG stocks  with shipping started  under the offtake  contract
confirmed earlier in the year.

 

                                                 
Specialities                HY24  HY23 Variance  
                              €m    €m        %  
                                                 
Revenue                    178.7 186.3      -4%  
Underlying EBIT             10.3  11.3      -9%  
Underlying EBIT margin      5.8%  6.1%           
Operating profit            17.0  10.5      62%  
Return on operating assets 31.5% 35.8%           
                                                 

Underlying EBIT includes utilisation of €6.1m (HY23: €4.2m) from  onerous contract provisions. The return on operating assets  excludes
the UK Municipal business.  The underlying figures above  are reconciled to statutory  measures in notes 3  and 18 in the  consolidated
financial statements.

 

The Specialities Division saw revenue down by 4% at €178.7m impacted by the termination of the Derby UK Municipal contract in the first
half last year. Underlying EBIT declined  by €1m to €10.3m (HY23: €11.3m).  Our glass recycling business, Maltha, continued  delivering
record performance with revenue of €40.8m up 26% from the prior year and underlying EBIT margin of 14.5%, up 430bps due to  operational
improvements. Coolrec has enjoyed continued strong volumes resulting in revenue up by 3% to €45.1m although underlying EBIT margin  was
impacted by lower plastics prices. The UK Municipal business showed stable operational performance in expectations in the first half.

 

Markets and strategy

 

Sustainability is at the heart of what we do

 

Our goal has always been to breathe new life into used  materials and our aspiration is to become the leading waste-to-product  company
within Europe. Over the course of the first half, we continued to achieve significant progress in solidifying our position as a  leader
within the circular economies where we operate.

 

Over the period our recycling rate declined from 63.6% at March to 62.4% at September driven by cessation of certain activities  during
FY23 together with lower  C&D volumes in Commercial.  However, industry accolades throughout  the first half of  the year have  further
underlined our pioneering efforts in sustainable innovation and our  significant contribution to the circular economy. We are  honoured
to have received the prestigious Trends Impact  Award, a leading business award in  Belgium, recognising our exemplary role in  driving
the circular economy forward. Furthermore, we are delighted to continue our collaborative project with Electrolux and were honoured  to
receive the Plastics Recycling Europe  Award, acknowledging our achievement  in creating the first  fridge made entirely from  recycled
plastics.

 

Our strategy for long-term profitable growth

 

As set out in 2021, we have committed to three pillars  of value creation; circular innovations, M&W recovery and Renewi 2.0 which  are
together expected to deliver  a profitability increase of  €60m by FY26. As  previously announced the Renewi  2.0 programme, which  was
focused on making the customer-facing part of the company simpler and more efficient is widely complete and has supported  productivity
in HY24. The final cost of implementing Renewi 2.0 is expected to remain around €28m with the €20m run rate of benefits to be delivered
during the current financial year. Circular innovations and M&W recovery  have now become an integral component of our top-line  growth
and margin initiatives.

 

For M&W, operational plans are in place to deliver profitability improvements. We have converted our soil treatment business to produce
building products, like sand and gravel, instead of cleaned soil. With the first customers in place to take these building products  to
produce concrete, we started to increase our throughput volume from  35 to 50 tonnes, boosting profitability. To complete the  recovery
we will further increase our throughput and quality over the coming period.

 

We have a clear business strategy to deliver long-term growth in  both margins and volumes. Our strategy is focused on three key  areas
outlined as follows:

 

 1. Top-line growth of 5% per annum: Supported by our commercial offerings and customer segment approach, we have established  specific
    strategies to foster  organic top-line  growth. In  addition to  our revenue  being closely  linked to  inflation through  contract
    indexation and underpinned by dynamic regulatory  and social change, we will expand  our market share by delivering superior  value
    and service  to our  customers, further  developing our  recycling capabilities  and elevating  the quality  of secondary  material
    production.

 

 2. Sustainable improvement in margins: We have implemented a set of immediate measures aimed at boosting efficiency by simplifying the
    organisation and optimising  administrative procedures. These  endeavours will be  reinforced by our  digital strategy, focused  on
    enhancing customer-centric processes, digitising  internal operations and elevating  asset management capabilities. The  successful
    execution of these initiatives is anticipated to lead to lasting improvements in profit margins, supporting our goal of achieving a
    high single-digit percentage EBIT margin.

 

 3. Improving Cash Conversion:  We will  increase our ability  to generate  free cash  flow, with the  clear objective  of achieving  a
    conversion rate of  40% of  EBITDA by the  end of  FY26. This will  be accomplished  by eliminating legacy  cash outflow,  reducing
    exceptional costs and optimising asset utilisation,  which, in turn, will result  in decreased capital expenditures. This  improved
    cash generation capacity  will allow  for a capital  allocation policy  encompassing both growth-focused  investments and  enhanced
    returns for shareholders.

 

Our capital allocation policy has been reset to reflect  our ongoing disciplined approach to capital, prioritising shareholder  returns
and investing in growth:

  • Ordinary dividend to be  reinstated with a final  dividend for the financial  year ending 31 March  2024, and a progressive  policy
    targeting sustainable growth whilst maintaining cover of 3.0-4.0x underlying earnings
  • Investment of ~30% of free cash flow annually in capex for growth projects with return hurdle rates of at least 16% (pre-tax)
  • In the  medium term,  disciplined  M&A and  supplemental  returns to  shareholders (including  potential  share buybacks)  will  be
    considered for excess capital, after organic investment requirements
  • Long-term core debt leverage target of 2.0x EBITDA is reiterated

 

Outlook

 

Whilst we are mindful of  the current challenging macroeconomic  backdrop, our full year expectations  are unchanged from the  guidance
provided in the trading update of 4 October 2023.

 

Targeted commercial initiatives and structural drivers,  including Vlarema 8 legislation, are  expected to support resilient demand  in
the near term across Commercial Waste Belgium, M&W and the Specialities businesses, which will mitigate, in part, continued low  levels
of C&D activity in the Netherlands over the second half. We anticipate the Dutch construction market will revert to growth by late 2024
or early 2025.

 

We continue to expect a  significantly stronger EBIT performance  in second half, underpinned by  continued M&W earnings recovery,  the
initial contribution from additional SG&A cost actions, effective pricing and further productivity initiatives. Further benefits of our
margin and portfolio initiatives, together with stabilised recyclate prices and tailwinds generated by Renewi 2.0, underpin  confidence
in further progress in FY25.

 

In the  longer term  we remain  confident that,  with  regulation driving  increasing demand  for recycled  materials, Renewi  is  well
positioned for growth in its markets and to serve customers profitably  as the circular economy develops and the market for low  carbon
secondary materials evolves.

 

FINANCE REVIEW

 

                                                         
Financial Performance              HY24   HY23 Variance  
                                     €m     €m        %  
                                                         
Revenue                           937.1  952.0      -2%  
Underlying EBITDA                 113.6  131.9     -14%  
Underlying EBIT                    50.7   75.2     -33%  
Operating profit                   64.1   83.6     -23%  
                                                         
Underlying profit before tax       31.3   61.6     -49%  
Non-trading & exceptional items    14.1   10.0           
Profit before tax                  45.4   71.6           
Total tax charge for the period  (10.1) (18.2)           
Profit for the period              35.3   53.4           
                                                         
Organic annual revenue growth       -2%     4%           
Underlying EBIT margin             5.4%   7.9%           
Free Cash Flow/EBITDA conversion  -1.4%  -3.3%           
Return on capital employed         8.1%  12.2%           
                                                         

The underlying figures above are reconciled to statutory measures in notes 3 and 18 in the consolidated financial statements.

 

FY24 revenues and underlying EBIT were down 2% and 33% respectively impacted by lower recyclates pricing compared to last year of  €13m
and lower volumes of €15m particularly in Commercial Netherlands.  Cost inflation was mitigated by pricing discipline and cost  savings
including additional benefits from  Renewi 2.0. Depreciation  charge was higher  by €4m in the  period principally as  a result of  the
impact of higher spend including  the delivery of trucks  in the last half of  FY23. Interest charges were  higher given the impact  of
additional borrowings entered into in the second half of FY23, increased interest rates and loan fee amortisation charges as referenced
below. The level of exceptional and  non-trading items in the current  year was a credit of €14.1m  as described below, resulting in  a
statutory profit for the period of €35.3m compared to €53.4m last year.

 

Non-trading and exceptional items excluded from pre-tax underlying profits

To enable a  better understanding of  underlying performance, certain  items are excluded  from underlying EBIT  and underlying  profit
before tax due to their size, nature or incidence. Total non-trading and exceptional items excluding tax were a credit of €14.1m in the
period (HY23: €10.0m). Given the  increase in Government bond yields  from March 2023, discount rates  used for long-term landfill  and
onerous contract provisions have been  increased, resulting in a non-cash  credit of €17.1m. This item  is recorded as non-trading  and
exceptional due to size and nature in line  with our policy. As previously reported, we have  accounted for the cost of the Renewi  2.0
programme as exceptional due to its size and  nature. As announced for the March 2023  year end, the programme of activity was  largely
complete and will deliver its full run rate  benefits in FY24. In the six months to  September 2023 there was a further €1.0m of  spend
with a similar level expected in the next six months as the  project is finally closed. Further details of other items are provided  in
note 5 to the consolidated interim financial statements.

 

Operating profit after taking account of all non-trading and exceptional items was €64.1m (HY23: €83.6m).

 

Net finance costs

Net finance costs excluding exceptional items increased  with €6.2m to €19.8m (HY23: €13.6m), as  a result of the impact of  additional
fixed rate borrowings in the second half  of FY23, increased interest rates, the level  of borrowings on the revolving credit  facility
and a non-cash write off  of €1m of unamortised  loan fees following the  August 2023 renewal of  the €400m revolving credit  facility.
Further details are provided in note 6 to the consolidated interim financial statements.

 

Taxation

Total taxation for the  period was a  charge of €10.1m (HY23:  €18.2m). The effective  tax rate on underlying  profits at 27.1%  (HY23:
26.5%) is based on  the estimate of the  full year effective tax  rate. A tax charge  of €1.6m is attributable  to the non-trading  and
exceptional items of €14.1m as a number of items are not subject to tax.

 

Looking forward, we anticipate the underlying tax  rate to remain around 27%. Due to  items disallowed for tax in both the  Netherlands
and Belgium, our effective tax rate is higher than the nominal rates in the countries where we operate.

 

The Group statutory profit after tax, including all non-trading and exceptional items, was €35.3m (HY23: €53.4m).

 

Earnings per share (EPS)

Underlying EPS excluding non-trading and exceptional items  was 27 cents per share, a decline  of 29 cents given the lower profits  and
higher tax rate in the current period. Basic EPS was 42 cents per share compared to 66 cents per share in the prior year.

 

CASH FLOW PERFORMANCE

 

The funds flow performance table is derived from the statutory cash  flow statement and reconciliations are included in note 18 in  the
consolidated financial statements. The table shows the cash flows from an adjusted free cash flow to total cash flow. The adjusted free
cash flow measure focuses on  the cash generation excluding  the impact of historical liabilities  relating to Covid-19 tax  deferrals,
settlement of ATM soil liabilities, spend relating  to the UK PPP onerous contracts  and other items including exceptional cash  spend.
Free cash flow represents the cash available to fund growth capital projects, pay dividends and invest in acquisitions.

 

                                                                 
Funds flow performance                              HY24   HY23  
                                                      €m     €m  
                                                                 
Underlying EBITDA                                  113.6  131.9  
Working capital movement                             5.2 (26.0)  
Movement in provisions and other                   (4.2)  (3.9)  
Net replacement capital expenditure               (41.4) (35.0)  
Repayments of obligations under lease liabilities (25.4) (22.8)  
Interest and loan fees                            (17.8) (14.1)  
Tax                                                (5.9)  (7.9)  
Adjusted free cash flow                             24.1   22.2  
Deferred Covid taxes                               (9.7)  (9.9)  
Offtake of ATM soil                                (1.0)  (1.1)  
UK Municipal contracts                             (9.8)  (7.1)  
Renewi 2.0 and other exceptional spend             (1.6)  (2.2)  
Other                                              (3.6)  (6.3)  
Free cash flow                                     (1.6)  (4.4)  
Growth capital expenditure                        (15.9) (16.0)  
Acquisitions net of disposals                        1.6 (60.1)  
Total cash flow                                   (15.9) (80.5)  
                                                                 
Free cash flow/EBITDA conversion                   -1.4%  -3.3%  
                                                                 

Free cash flow  conversion is  free cash flow  as a  percentage of underlying  EBITDA. The  non-IFRS measures above  are reconciled  to
statutory measures in note 18 in the consolidated financial statements. September 2022 values for repayments of obligations under lease
liabilities and UK Municipal contracts have each been adjusted by €0.4m to reflect the prior year adjustment as referred to in note 2.

 

Adjusted free  cash flow  was marginally  ahead  in the  period at  €24.1m (HY23:  €22.2m)  despite the  EBITDA decline  and  increased
replacement capex and interest payments which have  been offset by a favourable movement on  working capital in the period across  both
payables and receivables.

 

Replacement capital spend at €41.4m was slightly ahead of last year and in line with expectations. In addition, €18.7m of new leases or
modifications have been  entered into which  are reported as  right-of-use assets with  a corresponding lease  liability. These  leases
include the continuation of the  truck replacement programme, property  lease renewals or extensions  and other assets. Growth  capital
spend of €15.9m includes further spend  on the Vlarema 8 advanced  sorting investments in Belgium and  plastics sorting at Acht in  the
Netherlands. This level of growth spend is lower than originally planned given slight delays at the second and third sites for advanced
sorting in Belgium, as full enforcement of the new regulation is ramping up.

 

The higher cash outflow  relating to interest  includes the settlement of  €2.6m of fees  relating to the recent  renewal of the  Group
revolving credit facility. Tax payments were slightly lower in the current period given the timing of settlements in the prior year.

 

Looking at the three legacy components that are shown below adjusted free cash flow, there has been a further €9.7m repayment on  Dutch
Covid-19 tax deferrals as expected. The remaining balance of €20m will be settled over the next 12 months. Cash spend for placement  of
TGG soil stocks  has remained limited  in the first  six months and  there has been  no change in  the cost accrual  for the  remaining
disposal of these historical balances.  Cash outflow on UK PPP  contracts was €9.8m, slightly higher  than the prior year albeit  lower
than anticipated.

 

The acquisitions net of  disposals inflow of €1.6m  included the sale of  an entity acquired with  the Renewi Westpoort acquisition  in
September 2023. Other cash flows include funding for the closed UK defined benefit scheme and the funding of the Renewi Employee  Share
trust.

 

Net cash inflow from operating activities increased from €74.0m in the prior period to €88.8m in the current year. A reconciliation  to
the underlying cash flow performance as referred to above is included in note 18 in the consolidated interim financial statements.

 

INVESTMENT PROJECTS

 

Expenditure in FY24

The Group’s long-term expectations for replacement  capital expenditure remain around 80%  of depreciation. FY24 full year  replacement
capital spend is expected to be  around €80m. In addition, a  further €10m of IFRS 16 lease  investments are anticipated in the  second
half.

 

Expenditure on the circular innovation pipeline will continue in the coming months, however timing for the advanced sorting investments
in Belgium for Vlarema 8 has been slightly postponed with the FY24 full year spend now expected to be around €30m.

 

Return on assets

The Group return on operating assets  excluding debt, tax and goodwill  decreased to 26.4% at September  2023 from 36.9% at March  2023
given the lower profits in the last six  months. The Group post-tax return on capital  employed at September 2023 was 8.1% compared  to
10.6% at March 2023.

 

Treasury and cash management

 

Core net debt and leverage ratios

Core net debt excludes IFRS 16 lease liabilities and the net debt  relating to the UK PPP contracts which is non-recourse to the  Group
and secured over the assets of the special purpose vehicles. Core  net debt was in line with management expectations at €383.2m  (March
2023: €370.6m) which resulted in a net debt to EBITDA ratio of 2.1x, comfortably within our covenant limit of 3.5x. Liquidity  headroom
including core cash and undrawn facilities remains strong  at €307m, a slight reduction from March  as a result of the increase in  net
debt.

 

Debt structure and strategy

All our core  borrowings of  bonds and  loans are  green financed.  As of  30 September  2023, 81%  of our  net debt  excluding UK  PPP
non-recourse net debt was on a fixed rate.

 

                                                                      
Debt Structure                               Sep 23  Mar 23 Variance  
                                                 €m      €m       €m  
                                                                      
Belgian Green retail bonds                  (200.0) (200.0)        -  
Green RCF                                   (125.4) (102.5)   (22.9)  
Other Green loans                           (105.0) (105.0)        -  
Gross borrowings before lease liabilities   (430.4) (407.5)   (22.9)  
IAS 17 lease liabilities and other            (7.3)   (9.1)      1.8  
Loan fees                                       3.3     2.3      1.0  
Core cash                                      51.2    43.7      7.5  
Core net debt (as per covenant definitions) (383.2) (370.6)   (12.6)  
IFRS 16 lease liabilities                   (241.1) (245.8)      4.7  
Net debt excluding UK PPP net debt          (624.3) (616.4)    (7.9)  
UK PPP restricted cash balances                23.2    19.0      4.2  
UK PPP non-recourse debt                     (86.8)  (88.3)      1.5  
Total net debt                              (687.9) (685.7)    (2.2)  
                                                                      

 

In August 2023 the  Group completed the  renewal of its  revolving credit facility,  part of its  Euro denominated multicurrency  green
finance facility. The size of the revolving credit facility (“RCF”) remains unchanged at €400m and is for an initial five-year term  to
2028 with two one-year  extension options to 2030  together with a €150m  accordion option to increase  the facility subject to  lender
approval at that  time. Interest  remains based  on Euribor  plus a  margin grid  based on  leverage and  green sustainability  metrics
performance. Financial covenants remained unchanged and will be tested semi-annually at September and March.

 

There is sufficient headroom  in the RCF  to settle on maturity  €15m of European  private placement funds in  December 2023 and  green
retail bonds of €75m in July 2024.

 

The introduction of IFRS 16 on 1 April 2019 brought additional lease liabilities onto the balance sheet with an associated increase  in
assets. Covenants on  our main bank  facilities remain on  a frozen GAAP  basis and exclude  IFRS 16 lease  liabilities. The Group  has
complied with its banking covenants during the period. The Group operates a committed invoice discounting programme. The cash  received
for invoices sold at September 2023 was €106.3m (March 2023: €84.7m).

 

Debt borrowed in the special purpose  vehicles (SPVs) created for the  financing of UK PPP programmes  is separate from the Group  core
debt and is secured over the assets of the SPVs with no recourse  to the Group as a whole. Interest rates on PPP borrowings were  fixed
by means of interest rate swaps at contract inception. At September 2023 this net debt amounted to €63.6m (March 2023: €69.3m).

 

PROVISIONS AND CONTINGENT LIABILITIES

Around 88% of the  Group’s provisions are long-term  in nature, with the  onerous contract provisions against  the PPP contracts  being
utilised over the remaining term of up to 17 years  and landfill provisions for many decades longer. The provisions balance  classified
as due within one year amounts to  €39m, including €3m for restructuring, €18m for  onerous contracts, €10m for landfill related  spend
and €8m for environmental, legal and others. Further details are provided in note 13 to the consolidated interim financial statements.

 

Retirement benefits

The Group has a closed UK defined benefit pension scheme and at 30 September 2023, the scheme had an accounting deficit of €6.9m (March
2023: €4.3m). The change in the year was due to lower returns on pension scheme assets which were only partly offset by an increase  in
the discount rate assumption on  scheme liabilities. The latest triennial  actuarial valuation of the scheme  was completed at 5  April
2021 and the future  funding plan has  been maintained at  the current level  of €3.5m per  annum until December  2024. There are  also
several defined benefit pension schemes for employees in the Netherlands and Belgium which had a retirement benefit deficit of €5.0m at
30 September 2023 (March 2023: €5.0m).

 

PRINCIPAL RISKS AND UNCERTAINTIES

Renewi operates a risk management framework to  identify, assess and control the most serious  risks facing the Group. The 2023  Annual
Report (pages 86 to 99) provides a discussion of the Group’s  principal risks and uncertainties. The Board believes that the key  risks
and associated mitigation strategies have not changed in the period.

 

Renewi continues to monitor the impact of the ongoing high inflationary environment pressures, fluctuations in recyclate prices and the
economic uncertainty arising from geopolitical events. Cybercrime is an increasing risk for all businesses, and we have been  investing
to further strengthen  our capabilities.  All of  these potential  risks are actively  reviewed and  managed at  the Board  and in  our
executive management teams.

 

GOING CONCERN

The Directors have adopted the  going concern basis in  preparing these consolidated interim  financial statements after assessing  the
Group's principal risks. Further details  of the modelling and scenarios  prepared are set out in  note 2 of the financial  statements.
Having considered all the elements of the financial projections and applying appropriate sensitivities, the Directors confirm they have
a reasonable expectation that the Group has adequate resources to  continue in operational existence for the foreseeable future and  to
meet its covenants.

 

STATEMENT OF THE DIRECTORS’ RESPONSIBILITIES

The Directors  confirm  that  these  condensed  consolidated  interim financial  statements  have  been  prepared  in  accordance  with
International Accounting Standard 34 Interim Financial Reporting as adopted for  use in the UK, and that the interim management  report
includes a fair review of the information required by DTR 4.2.7 R and DTR 4.2.8 R, namely:

  • an indication of important events that have occurred during the first six months and their impact on the condensed set of financial
    statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
  • material related-party transactions in the first six months and any material changes in the related-party transactions described in
    the last Annual Report.

 

A list of current Directors is maintained on the Renewi plc website: www.renewi.com.

 

 

Otto de Bont            Annemieke den Otter

Chief Executive Officer Chief Financial Officer

8 November 2023         8 November 2023

 

 

Forward-looking statements

Certain statements in this announcement constitute “forward-looking statements”. Forward-looking statements may sometimes, but not
always, be identified by words such as “will”, “may”, “should”, “continue”, “believes”, “expects”, “intends” or similar expressions.
These forward-looking statements are subject to risks, uncertainties and other factors which, as a result, could cause Renewi plc’s
actual future financial condition, performance and results to differ materially from the plans, goals and expectations set out in the
forward-looking statements. Such statements are made only as at the date of this announcement and, except to the extent legally
required, Renewi plc undertakes no obligation to revise or update such forward-looking statements.

 

Consolidated Interim Income Statement (unaudited)

First half ended 30 September 2023

 

                                                                First half 2023/24                        First half 2022/23
                                                                          Non-trading                               Non-trading
                                                                                        Total                                     Total
                                               Note   Underlying  & exceptional items           Underlying  & exceptional items
                                                                                           €m                                        €m
                                                              €m                   €m                   €m                   €m
                                                                                                                                 
Revenue                                         3,4        937.1                    -   937.1        952.0                    -   952.0
Cost of sales                                     5      (764.1)                 14.1 (750.0)      (766.2)                  4.9 (761.3)
Gross profit                                               173.0                 14.1   187.1        185.8                  4.9   190.7
Administrative expenses                           5      (122.3)                (0.7) (123.0)      (110.6)                  3.5 (107.1)
Operating profit                                  3         50.7                 13.4    64.1         75.2                  8.4    83.6
Finance income                                  5,6          5.1                  0.7     5.8          4.9                  1.6     6.5
Finance charges                                   5       (24.9)                    -  (24.9)       (18.5)                    -  (18.5)
Share of results from associates and joint                   0.4                    -     0.4            -                    -       -
ventures
Profit before taxation                            3         31.3                 14.1    45.4         61.6                 10.0    71.6
Taxation                                        5,7        (8.5)                (1.6)  (10.1)       (16.3)                (1.9)  (18.2)
Profit for the period                                       22.8                 12.5    35.3         45.3                  8.1    53.4
Attributable to:                                                                                                                       
Owners of the parent                                        21.3                 12.5    33.8         44.3                  8.1    52.4
Non-controlling interests                                    1.5                    -     1.5          1.0                    -     1.0
                                                            22.8                 12.5    35.3         45.3                  8.1    53.4

 

 

                        First half First half

Earnings per share Note    2023/24    2022/23

                             cents      cents
                                    
Basic                 8         42         66
Diluted               8         42         66
Underlying basic      8         27         56
Underlying diluted    8         27         56

 

 

Consolidated Interim Statement of Comprehensive Income (unaudited)

First half ended 30 September 2023

 

                                                                                         First half First half

                                                                                            2023/24    2022/23

                                                                                                 €m         €m
Items that may be reclassified subsequently to profit or loss:                                       
Exchange differences on translation of foreign subsidiaries                                   (1.1)        2.4
Fair value movement on cash flow hedges                                                         8.2       13.4
Deferred tax on fair value movement on cash flow hedges                                       (2.1)      (1.8)
Share of other comprehensive income of investments accounted for using the equity method        0.1        0.4
                                                                                                5.1       14.4
                                                                                                              
Items that will not be reclassified to profit or loss:                                                        
Actuarial loss on defined benefit pension schemes                                             (4.1)      (4.0)
Deferred tax on actuarial loss on defined benefit pension schemes                               1.0        1.0
                                                                                              (3.1)      (3.0)
                                                                                                              
Other comprehensive income for the period, net of tax                                           2.0       11.4
Profit for the period                                                                          35.3       53.4
Total comprehensive income for the period                                                      37.3       64.8
                                                                                                              
Attributable to:                                                                                              
Owners of the parent                                                                           35.8       63.8
Non-controlling interests                                                                       1.5        1.0
Total comprehensive income for the period                                                      37.3       64.8

 

 

Consolidated Interim Balance Sheet (unaudited)

As at 30 September 2023

                                                                                            Restated*
                                                                            30 September               31 March
                                                                                         30 September
                                                                       Note         2023                   2023
                                                                                                 2022
                                                                                      €m                     €m
                                                                                                   €m
Assets                                                                                                 
Non-current assets                                                                                     
Goodwill and intangible assets                                           10        638.6        635.3     636.3
Property, plant and equipment                                            10        620.1        580.1     617.9
Right-of-use assets                                                      10        245.2        232.9     253.1
Investments                                                                         26.5         15.5      14.8
Loans to associates and joint ventures                                               0.2          0.2       0.2
Financial assets relating to PPP contracts                                         122.2        127.2     123.4
Derivative financial instruments                                         15          4.3          4.4       1.2
Defined benefit pension scheme surplus                                   14            -          4.5         -
Other receivables                                                                    3.7          4.3       3.7
Deferred tax assets                                                                 35.3         35.0      35.6
                                                                                 1,696.1      1,639.4   1,686.2
Current assets                                                                                                 
Inventories                                                                         25.9         26.7      25.2
Investments                                                                            -         10.7      10.9
Loans to associates and joint ventures                                               0.9          0.6       0.8
Financial assets relating to PPP contracts                                           7.4          7.7       7.6
Trade and other receivables                                                        273.2        290.0     289.6
Derivative financial instruments                                         15          2.2          4.3       0.4
Current tax receivable                                                               1.5          0.9       1.5
Cash and cash equivalents – including restricted cash                    11         74.4         58.9      62.7
                                                                                   385.5        399.8     398.7
Assets classified as held for sale                                       10          0.6          1.5       0.6
                                                                                   386.1        401.3     399.3
Total assets                                                                     2,082.2      2,040.7   2,085.5
Liabilities                                                                                                    
Non-current liabilities                                                                                        
Borrowings                                                               11      (620.0)      (697.2)   (681.6)
Derivative financial instruments                                         15        (0.5)        (0.3)     (2.6)
Other non-current liabilities                                                     (22.0)       (25.3)    (34.7)
Defined benefit pension schemes deficit                                  14       (11.9)        (4.6)     (9.3)
Provisions                                                               13      (280.1)      (287.0)   (298.2)
Deferred tax liabilities                                                          (46.7)       (46.4)    (46.4)
                                                                                 (981.2)    (1,060.8) (1,072.8)
Current liabilities                                                                                            
Borrowings                                                               11      (142.3)       (49.3)    (66.8)
Derivative financial instruments                                                       -        (0.6)     (1.9)
Trade and other payables                                                         (500.6)      (507.3)   (521.8)
Current tax payable                                                               (35.9)       (31.5)    (31.2)
Provisions                                                               13       (38.3)       (40.6)    (43.7)
                                                                                 (717.1)      (629.3)   (665.4)
Total liabilities                                                              (1,698.3)    (1,690.1) (1,738.2)
Net assets                                                                         383.9        350.6     347.3
                                                                                                               
Issued capital and reserves attributable to the owners of the parent                                           
Share capital                                                                       99.8         99.5      99.8
Share premium                                                                      474.1        473.8     474.1
Exchange reserve                                                                  (13.3)       (12.3)    (12.2)
Retained earnings                                                                (188.3)      (218.4)   (224.5)
                                                                                   372.3        342.6     337.2
Non-controlling interests                                                           11.6          8.0      10.1
Total equity                                                                       383.9        350.6     347.3

*The comparatives have been restated due to a prior period adjustment as explained in note 2 Basis of preparation.

 

 

Consolidated Interim Statement of Changes in Equity (unaudited)

First half ended 30 September 2023

 

                                                                                                        Restated*        Non- Restated*
                                                                         Share   Share        Restated*
                                                                                                         Retained controlling     Total
                                                                       capital premium Exchange reserve
                                                                                                         earnings   interests    equity
                                                                            €m      €m               €m
                                                                                                               €m          €m        €m
                                                                                                                               
Balance at 1 April 2023                                                   99.8   474.1           (12.2)   (224.5)        10.1     347.3
Profit for the period                                                        -       -                -      33.8         1.5      35.3
Other comprehensive (loss) income:                                                                                                     
Exchange loss on translation of foreign subsidiaries                         -       -            (1.1)         -           -     (1.1)
Fair value movement on cash flow hedges                                      -       -                -       8.2           -       8.2
Actuarial loss on defined benefit pension schemes                            -       -                -     (4.1)           -     (4.1)
Tax in respect of other comprehensive income items                           -       -                -     (1.1)           -     (1.1)
Share of other comprehensive income of investments accounted for using       -       -                -       0.1           -       0.1
the equity method
Total comprehensive (loss) income for the period                             -       -            (1.1)      36.9         1.5      37.3
Share-based compensation                                                     -       -                -       1.2           -       1.2
Movement on tax arising on share-based compensation                          -       -                -     (0.2)           -     (0.2)
Own shares purchased by the Employee Share Trust                             -       -                -     (1.7)           -     (1.7)
Balance as at 30 September 2023                                           99.8   474.1           (13.3)   (188.3)        11.6     383.9
                                                                                                                                       
Balance at 31 March 2022 - as reported                                    99.5   473.8           (15.0)   (227.1)         7.0     338.2
Impact of prior year adjustment (note 2)                                     -       -              0.1       3.6           -       3.7
Balance at 31 March 2022- restated                                           -       -           (14.9)   (223.5)         7.0     341.9
Impact of adopting amendments to IAS 37                                      -       -              0.2    (53.4)           -    (53.2)
Balance at 1 April 2022                                                   99.5   473.8           (14.7)   (276.9)         7.0     288.7
Profit for the year                                                          -       -                -      62.9         3.7      66.6
Other comprehensive income (loss):                                                                                                     
Exchange gain on translation of foreign subsidiaries                         -       -              2.5         -           -       2.5
Fair value movement on cash flow hedges                                      -       -                -       3.7           -       3.7
Actuarial loss on defined benefit pension schemes                            -       -                -    (15.5)           -    (15.5)
Tax in respect of other comprehensive income items                           -       -                -       4.5           -       4.5
Share of other comprehensive income of investments accounted for using       -       -                -       0.3           -       0.3
the equity method
Total comprehensive income for the year                                      -       -              2.5      55.9         3.7      62.1
Dividend paid to non-controlling interests                                   -       -                -         -       (0.6)     (0.6)
Share-based compensation                                                     -       -                -       2.7           -       2.7
Movement on tax arising on share-based compensation                          -       -                -     (0.9)           -     (0.9)
Proceeds from exercise of employee options                                 0.3     0.3                -         -           -       0.6
Own shares purchased by the Employee Share Trust                             -       -                -     (5.3)           -     (5.3)
Balance as at 31 March 2023                                               99.8   474.1           (12.2)   (224.5)        10.1     347.3
                                                                                                                                       
Balance at 31 March 2022 - as reported                                    99.5   473.8           (15.0)   (227.1)         7.0     338.2
Impact of prior year adjustment (note 2)                                     -       -              0.1       3.6           -       3.7
Balance at 31 March 2022 - restated                                          -       -           (14.9)   (223.5)         7.0     341.9
Impact of adopting amendments to IAS 37                                      -       -              0.2    (53.4)           -    (53.2)
Balance at 1 April 2022                                                   99.5   473.8           (14.7)   (276.9)         7.0     288.7
Profit for the period                                                        -       -                -      52.4         1.0      53.4
Other comprehensive income (loss):                                                                                                     
Exchange gain on translation of foreign subsidiaries                         -       -              2.4         -           -       2.4
Fair value movement on cash flow hedges                                      -       -                -      13.4           -      13.4
Actuarial loss on defined benefit pension schemes                            -       -                -     (4.0)           -     (4.0)
Tax in respect of other comprehensive income items                           -       -                -     (0.8)           -     (0.8)
Share of other comprehensive income of investments accounted for using       -       -                -       0.4           -       0.4
the equity method
Total comprehensive income for the period                                    -       -              2.4      61.4         1.0      64.8
Share-based compensation                                                     -       -                -       1.2           -       1.2
Movement on tax arising on share-based compensation                          -       -                -     (0.6)           -     (0.6)
Own shares purchased by the Employee Share Trust                             -       -                -     (3.5)           -     (3.5)
Balance as at 30 September 2022 – restated*                               99.5   473.8           (12.3)   (218.4)         8.0     350.6

*The comparatives have been restated due to a prior period adjustment as explained in note 2 Basis of preparation.

 

Consolidated Interim Statement of Cash Flows (unaudited)

First half ended 30 September 2023

 

                                                                                                                        Restated*
                                                                                                            First half
                                                                                                                       First half
                                                                                                       Note    2023/24
                                                                                                                          2022/23
                                                                                                                    €m
                                                                                                                               €m
Profit before tax                                                                                         3       45.4       71.6
Finance income                                                                                            6      (5.8)      (6.5)
Finance charges                                                                                           6       24.9       18.5
Share of results from associates and joint ventures                                                              (0.4)          -
Operating profit                                                                                          3       64.1       83.6
Amortisation and impairment of intangible assets                                                         10        6.3        4.0
Depreciation and impairment of property, plant and equipment                                             10       34.8       34.1
Depreciation and impairment of right-of-use assets                                                       10       25.7       23.3
Net gain on disposal of property, plant and equipment, intangible assets                                         (0.9)      (2.6)
Portfolio management and provision movements in non-trading and exceptional items                               (18.2)     (11.9)
Net decrease in provisions                                                                                      (11.8)     (11.2)
Payment related to committed funding of the defined benefit pension schemes                                      (1.8)      (1.8)
Share-based compensation                                                                                           1.2        1.2
Operating cash flows before movement in working capital                                                           99.4      118.7
Increase in inventories                                                                                          (0.6)      (4.0)
Decrease (increase) in receivables                                                                                13.0     (11.7)
Decrease in payables                                                                                            (17.1)     (21.1)
Cash flows from operating activities                                                                              94.7       81.9
Income tax paid                                                                                                  (5.9)      (7.9)
Net cash inflow from operating activities                                                                         88.8       74.0
Investing activities                                                                                                             
Purchases of intangible assets                                                                                  (10.3)      (6.1)
Purchases of property, plant and equipment                                                                      (50.3)     (49.6)
Proceeds from disposals of property, plant and equipment                                                           3.3        4.7
Acquisition of subsidiary, net of cash acquired                                                                      -     (53.5)
Disposals of subsidiary and business assets net of acquisition of business assets and cash disposed of   12        1.6        0.4
Net movements in associates and joint ventures                                                                   (0.1)      (1.0)
Outflows in respect of PPP arrangements under the financial asset model net of capital received                    2.7        2.9
Finance income                                                                                                     5.5        5.3
Net cash outflow from investing activities                                                                      (47.6)     (96.9)
Financing activities                                                                                                             
Finance charges and loan fees paid                                                                              (23.3)     (19.4)
Investment in own shares by the Employee Share Trust                                                             (1.7)      (3.5)
Repayment of retail bonds                                                                                            -    (100.0)
Proceeds from bank borrowings                                                                            11      189.7      303.2
Repayment of bank borrowings                                                                             11    (166.6)    (132.6)
Repayment of PPP debt                                                                                    11      (2.7)      (5.4)
Repayment of obligations under lease liabilities                                                         11     (25.4)     (22.8)
Net cash (outflow) inflow from financing activities                                                             (30.0)       19.5
Net increase (decrease) in cash and cash equivalents                                                              11.2      (3.4)
Effect of foreign exchange rate changes                                                                  11        0.5      (1.3)
Cash and cash equivalents at the beginning of the period                                                 11       62.7       63.6
Cash and cash equivalents at the end of the period                                                       11       74.4       58.9

*The comparatives have been restated due to a prior period adjustment as explained in note 2 Basis of preparation.

 

 

Notes to the Consolidated Financial Statements

 

1. General information

 

Renewi plc is a public limited company listed on the London  Stock Exchange with a secondary listing on Euronext Amsterdam. Renewi  plc
is incorporated and  domiciled in Scotland  under the Companies  Act 2006, registered  number SC077438. The  address of the  registered
office is 16 Charlotte Square, Edinburgh,  EH2 4DF. The nature of  the Group’s operations and its  principal activities are set out  in
note 3.

 

2. Basis of preparation

 

This condensed set  of consolidated  interim financial statements  for the  six months  ended 30 September  2023 has  been prepared  in
accordance with the  Disclosure and  Transparency Rules  of the  United Kingdom Financial  Conduct Authority  and with  IAS 34  Interim
Financial Reporting as adopted for use in the  UK. They should be read in conjunction  with the 2023 Annual Report and Accounts,  which
have been  prepared in  accordance with  UK adopted  international accounting  standards in  conformity with  the requirements  of  the
Companies Act 2006. The 2023 Annual Report and Accounts are available from the Company’s website www.renewi.com.

 

These primary statements and selected notes comprise the unaudited  consolidated interim financial statements of the Group for the  six
months ended 30 September 2023 and 2022,  together with the audited results for the  year ended 31 March 2023. These interim  financial
results do not comprise statutory accounts within the meaning of Section  434 of the Companies Act 2006. The comparative figures as  at
31 March 2023 have been extracted from the Group’s statutory Annual Report and Accounts for that financial year, but do not  constitute
those accounts. Those statutory accounts for the year  ended 31 March 2023 were approved by the  Board of Directors on 25 May 2023  and
delivered to the Registrar of Companies. The report of the auditors  on those accounts was unqualified, did not contain an emphasis  of
matter paragraph and did not contain any statement under Section 498  of the Companies Act 2006.

 

The Board of Directors approved, on 8  November 2023, these consolidated interim financial  statements which have been reviewed by  BDO
LLP but not been audited.

 

Going concern

 

The Directors have adopted the  going concern basis in  preparing these consolidated interim  financial statements after assessing  the
Group's principal risks including an  assessment of the impact  of the ongoing high  inflationary environment and economic  uncertainty
arising from geopolitical events.

 

The Directors have carried out a comprehensive  assessment of the Group’s ability to continue  as a going concern. This assessment  has
involved the  review of  medium-term  cash flow  and  covenant modelling  over an  18-month  period to  31  March 2025.  This  includes
expectations on the future economic environment  as well as other principal risks  associated with the Group’s ongoing operations.  The
assessment includes a base case scenario setting out the Directors’  current expectations of future trading and a plausible but  severe
downside scenario to assess the potential impact  on the Group’s future financial performance.  The key judgement in both scenarios  is
the level of economic disruption caused by ongoing geopolitical events.

 

The downside scenario includes significantly weaker  macroeconomic conditions leading to a  volume decline below the forecast  economic
outlook in all our territories in  the remainder of the current  year and into FY25. Other  downsides include a significant decline  in
recyclate prices from the  current levels to below  long-term averages and operational  downtime in some of  our plants. These  factors
reduce FY24 underlying EBIT by 17% and FY25 underlying EBIT by 29% compared to the base case.  No mitigating actions have been  applied
to our downside modelling as they are not necessary to avoid any breach of covenants or shortfall in liquidity.

 

In the base case and downside scenarios the Group has sufficient liquidity and headroom in its existing facilities and no covenants are
breached at any of the forecast testing dates.

 

In addition, a reverse  stress test calculation  has been undertaken  to consider the points  at which the  covenants may be  breached.
Underlying EBIT in FY25 would need to reduce  by 46% compared to the base case. In  the opinion of the Directors there is no  plausible
scenario or combination of scenarios that we consider to be remotely likely that would generate this result.

 

Having considered all the elements of the financial projections, sensitivities and mitigating actions, the Directors confirm they  have
a reasonable expectation that the Group has adequate resources to  continue in operational existence for the foreseeable future and  to
meet all banking covenants.

 

Prior year restatement

 

As reported in the  Annual Report and Accounts  for 31 March 2023,  the Group undertook a  more in depth analysis  of the UK  Municipal
contract with East London Waste Authority  (ELWA) as the contract is  due to expire in December  2027. The contract is loss-making  and
therefore an onerous contract provision (OCP) has been recorded. At inception of this contract on 28 November 2003, a subsidiary of the
Group entered a headlease arrangement for one location under the contract and then subleased it to ELWA Limited, an associate, on terms
which mirrored the terms of the headlease. Prior to the disposal  of the subsidiary in 2004 the headlease and sublease were novated  to
Renewi UK Services Limited (RUKS), a subsidiary of  the Group. Upon adoption of IFRS 16  Leases from 1 April 2019, the Group  accounted
for the headlease as a right-of-use  asset with the rental expense  recorded as a repayment of  the lease liability. The rental  income
from ELWA Limited was included within the cash flows used to measure the OCP.

 

During March 2023, external legal advice received clarified further the  legal position in relation to the commercial substance of  the
lease arrangements. The legal advice stated that it  is more likely than not that the sublease  to ELWA Limited has taken effect as  an
assignment of the headlease by operation of  law. The practical effect of this is  the former subsidiary and ELWA Limited are  directly
liable for the  headlease and  that the  novation in  2004 to  RUKS was  invalid. Accordingly,  the Group  determined that  it was  not
appropriate to recognise the headlease as  a right-of-use asset and the  lease income should not have  been included in the cash  flows
used to measure the OCP. The Group therefore concluded that the prior treatment was an error and that it was appropriate to restate the
1 April 2021 balance sheet which was actioned in the 2023 Annual Report and Accounts.

 

For the September 2023 condensed set of consolidated interim financial  statements, it is appropriate to restate the 30 September  2022
Balance Sheet and Statement of Cash  Flows. The impact on the  30 September 2022 balance sheet is  a reduction in lease liabilities  of
€8.8m (of which €8.1m is non-current and €0.7m is current) with an increase in OCP of €5.1m (of which €4.1m is non-current and €1.0m is
current) resulting in an impact  of €3.6m on retained earnings  and €0.1m on the exchange  reserve. The related right-of-use asset  was
fully impaired therefore there is  no impact on the  net book value. However,  as a result of  the derecognition, cost and  accumulated
depreciation and impairment have both been reduced by €8.9m as at 1  April 2021 and 31 March 2022. The Income Statement impact for  the
six months ended 30 September 2022 is not material and therefore has  not been restated. The impact on the Cash Flow Statement for  the
six months ended 30  September 2022 is to  reduce the cash  inflow from operating activities  by €0.4m and reduce  the cash outflow  in
financing activities by €0.4m. Earnings per share and alternative performance  measures for the six months ended 30 September 2022  are
not affected as a result of this correction.

 

The impact of the above restatements on the relevant line items in the Consolidated Balance Sheet and Statement of Changes in Equity is
presented below:

 

                                                                             30 September             30 September

                                                                                     2022 Restatement         2022
Balance Sheet extract
                                                                    (previously reported)          €m   (restated)

                                                                                       €m                       €m
Total assets                                                                      2,040.7           -      2,040.7
                                                                                                                  
Liabilities                                                                                                       
Non-current liabilities                                                                                           
Borrowings                                                                        (705.3)         8.1      (697.2)
Provisions                                                                        (282.9)       (4.1)      (287.0)
Other                                                                              (76.6)           -       (76.6)
                                                                                (1,064.8)         4.0    (1,060.8)
                                                                                                                  
Current liabilities                                                                                               
Borrowings                                                                         (50.0)         0.7       (49.3)
Provisions                                                                         (39.6)       (1.0)       (40.6)
Other                                                                             (539.4)           -      (539.4)
                                                                                  (629.0)       (0.3)      (629.3)
Total liabilities                                                               (1,693.8)         3.7    (1,690.1)
Net assets                                                                          346.9         3.7        350.6
Issued capital and reserves attributable to the owner of the parent                                               
Retained earnings                                                                 (222.0)         3.6      (218.4)
Exchange reserve                                                                   (12.4)         0.1       (12.3)
Other equity                                                                        573.3           -        573.3
                                                                                    338.9         3.7        342.6
Non-controlling interests                                                             8.0           -          8.0
Total equity                                                                        346.9         3.7        350.6

 

Adoption of new and revised accounting standards

 

The following accounting standards,  amendments and interpretations  became effective during  the period but  the application of  these
standards and  interpretations had  no material  impact on  the  amounts reported  in these  condensed interim  consolidated  financial
statements:

 

  • Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
  • Definition of Accounting Estimates (Amendments to IAS 8)
  • IFRS 17 Insurance contracts
  • Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
  • International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12)

 

International Tax Reform – Pillar Two Model Rules

On 23 May 2023, the  IASB issued International Tax Reform  – Pillar Two Model  Rules amendments to IAS 12  Income Taxes to clarify  the
application of IAS 12  to tax legislation enacted  or substantively enacted to  implement Pillar Two of  the Organisation for  Economic
Co-operation and Development’s  Base Erosion and  Profit Shifting project  which aims to  address the tax  challenges arising from  the
digitalisation of the economy. The amendments include the mandatory temporary exception from the requirement to recognise and  disclose
deferred taxes in the Pillar Two model rules.

 

In July 2023, the UK government enacted legislation to implement the Pillar Two rules. The legislation is effective for the Group  from
1 April 2024  and includes  an income  inclusion rule and  a domestic  minimum tax,  which together are  designed to  ensure a  minimum
effective tax rate of 15% in each country in which the Group operates. Similar legislation is being enacted by other governments around
the world. As a result  of the amendments to IAS  12, no impact is expected  on the financial statements for  the year ending 31  March
2024, and work is ongoing to assess the potential impact for the March 2025 financial statements. As required by the amendments to  IAS
12, the Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related  to
Pillar Two income taxes.

 

New standards and interpretations not yet adopted

 

Standards and interpretations issued by the International Accounting Standards  Board (IASB) are only applicable if endorsed by the  UK
Endorsement Board (UKEB).  At the  date of  approval of  these financial  statements there  were no  new IFRSs  or IFRS  Interpretation
Committee interpretations which  were early  adopted by  the Group.  There are  a number  of new  amendments effective  for the  period
beginning 1 April 2024 however the Group does not expect a significant impact from any of the amendments.

 

Exchange Rates

 

In addition to the Group’s presentational currency of Euros, the  most significant currency for the Group is Sterling with the  closing
rate on 30 September 2023 of  €1:£0.867 (30 September 2022: €1:£0.877)  and an average rate for the  period ended 30 September 2023  of
€1:£0.0.867 (30 September 2022: €1:£0.852).

 

Critical accounting judgements and estimates

 

The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions  that
affect the application of policies and reported amounts of assets and liabilities, income and expenditure. In preparing these condensed
consolidated interim financial statements, management have  reviewed the nature of the  significant judgements in applying the  Group’s
accounting policies, the key sources of  estimation uncertainty and other areas of  focus, as set out on pages  180 to 182 of the  2023
Annual Report and Accounts. It has been determined that there have been no significant changes in methodology in relation to these  key
estimates and other areas of focus.

 

3. Segmental reporting

 

The Group’s chief operating decision maker is considered to be  the Board of Directors. The Group’s reportable segments are  determined
with reference to the information provided to the Board of Directors, in order for it to allocate the Group’s resources and to  monitor
the performance of the Group. These segments are unchanged from March 2023 and are set out below:

 

Commercial Waste       Collection and treatment of commercial waste in the Netherlands and Belgium.
Mineralz & Water       Decontamination, stabilisation and re-use of highly contaminated materials to produce certified secondary
                       products for the construction industry in the Netherlands and Belgium.
Specialities           Processing plants focusing on recycling and diverting specific waste streams. The operations are in the UK, the
                       Netherlands, Belgium, France and Portugal.
Group central services Head office corporate function.

 

The profit measure the Board of Directors uses to evaluate performance is underlying EBIT. The Group accounts for inter-segment trading
on an arm’s length basis.

 

The Commercial Waste reportable segment includes the Netherlands Commercial Waste and Belgium Commercial Waste operating segments which
have been aggregated  and reported as  one reportable  segment as they  operate in similar  markets in  relation to the  nature of  the
products, services, processes and type of customer.

 

                               First half First half

Revenue                           2023/24    2022/23

                                       €m         €m
Netherlands Commercial Waste        457.3      459.7
Belgium Commercial Waste            237.5      236.3
Intra-segment                       (1.5)      (1.6)
Commercial Waste                    693.3      694.4
                                                    
Mineralz & Water                     88.4       93.3
                                                    
Specialities                        178.7      186.3
                                                    
Inter-segment revenue              (23.3)     (22.0)
Revenue                             937.1      952.0

 

                                                      First half First half

Results                                                  2023/24    2022/23

                                                              €m         €m
Netherlands Commercial Waste                                25.8       40.3
Belgium Commercial Waste                                    24.5       28.1
Commercial Waste                                            50.3       68.4
                                                                           
Mineralz & Water                                             1.5        2.6
                                                                           
Specialities                                                10.3       11.3
                                                                           
Group central services                                    (11.4)      (7.1)
                                                                           
Underlying EBIT                                             50.7       75.2
Non-trading and exceptional items (note 5)                  13.4        8.4
Operating profit                                            64.1       83.6
Finance income                                               5.1        4.9
Finance charges                                           (24.9)     (18.5)
Finance income – non trading and exceptional items           0.7        1.6
Share of results from associates and joint ventures          0.4          -
Profit before taxation                                      45.4       71.6

 

                                          Mineralz &
                         Commercial Waste            Specialities Group central services Tax, net debt and derivatives     Total
Net assets                                     Water
                                       €m                      €m                     €m                            €m        €m
                                                  €m
30 September 2023                                                                                                       
Gross non-current assets          1,137.5      265.4        211.0                   42.6                          39.6   1,696.1
Gross current assets                193.1       29.7         77.6                    7.6                          78.1     386.1
Gross liabilities                 (370.5)    (201.5)      (231.5)                 (49.4)                       (845.4) (1,698.3)
Net assets (liabilities)            960.1       93.6         57.1                    0.8                       (727.7)     383.9
31 March 2023                                                                                                                   
Gross non-current assets          1,143.8      262.6        211.1                   31.9                          36.8   1,686.2
Gross current assets                206.6       35.2         75.0                   17.9                          64.6     399.3
Gross liabilities                 (379.3)    (216.5)      (239.0)                 (72.9)                       (830.5) (1,738.2)
Net assets (liabilities)            971.1       81.3         47.1                 (23.1)                       (729.1)     347.3

 

4. Revenue

 

 The following tables show the Group’s revenue by type of service delivered and by primary geographical market.

 

                                    Mineralz &
                   Commercial Waste            Specialities Inter-segment Total
By type of service                       Water
                                 €m                      €m            €m    €m
                                            €m
First half 2023/24                                                         
Inbound                       562.2       77.7        104.0        (21.2) 722.7
Outbound                       87.1       10.7         72.0         (1.9) 167.9
On-site                        32.3          -            -         (0.2)  32.1
Other                          11.7          -          2.7             -  14.4
Total revenue                 693.3       88.4        178.7        (23.3) 937.1
First half 2022/23                                                             
Inbound                       538.4       77.6        118.3        (20.2) 714.1
Outbound                      115.3       15.7         67.2         (1.7) 196.5
On-site                        31.6          -            -         (0.1)  31.5
Other                           9.1          -          0.8             -   9.9
Total revenue                 694.4       93.3        186.3        (22.0) 952.0

 

                                        Mineralz &
                       Commercial Waste            Specialities Inter-segment Total
By geographical market                       Water
                                     €m                      €m            €m    €m
                                                €m
First half 2023/24                                                             
Netherlands                       456.7       77.5         38.1        (22.1) 550.2
Belgium                           236.6       10.9         22.1         (1.2) 268.4
UK                                    -          -         92.8             -  92.8
France                                -          -         14.4             -  14.4
Portugal                              -          -         11.3             -  11.3
Total revenue                     693.3       88.4        178.7        (23.3) 937.1
First half 2022/23                                                                 
Netherlands                       459.3       79.7         31.7        (20.9) 549.8
Belgium                           235.1       13.6         23.1         (1.1) 270.7
UK                                    -          -        110.0             - 110.0
France                                -          -         13.5             -  13.5
Other                                 -          -          8.0             -   8.0
Total revenue                     694.4       93.3        186.3        (22.0) 952.0

 

Revenue recognised at a point in time amounted to €825.1m  (2022/23: €841.1m) with the remainder recognised over time. The majority  of
the Commercial Waste and Specialities revenue is recognised at a point  in time, whereas for Mineralz & Water 67% of revenue  (2022/23:
65%) is recognised over time.

 

5. Non-trading and exceptional items

 

To improve the understanding of the Group’s financial performance, items which are not considered to reflect the underlying performance
are presented  in non-trading  and exceptional  items. These  include, but  are not  limited to,  significant impairments,  significant
restructuring of  the  activities of  an  entity  including employee  associated  severance  costs, acquisition  and  disposal  related
transaction costs, significant fires, onerous contracts arising from restructuring activities or if significant in size, profit or loss
on disposal of  properties or subsidiaries  as these are  irregular, the impact  of terminating hedge  derivatives, ineffectiveness  of
derivative financial  instruments,  the impact  of  changing the  discount  rate on  provisions,  amortisation of  acquisition  related
intangibles and one-off  tax credits or  charges. The amortisation  charge on acquisition  related intangible assets  is excluded  from
underlying results due  to its  non-trading nature in  the same  way as other  significant items  from M&A activity  are excluded.  The
performance of the acquired business  is assessed as part of  the Group’s underlying revenue and  EBIT. By excluding this  amortisation
charge there is comparability across divisions and reporting periods.

 

                                                              First half First half

                                                                 2023/24    2022/23

                                                                      €m         €m
Renewi 2.0 improvement programme                                     1.0        2.0
                                                                                   
Portfolio management activity:                                                     
M&A related activity                                                 0.8          -
Prior year disposals                                               (1.1)      (1.7)
Disposal of business assets in the Mineralz & Water division           -      (3.8)
                                                                   (0.3)      (5.5)
                                                                                   
Changes in long-term provisions:                                                   
Changes in discount rates                                         (17.1)     (15.3)
UK Municipal reassessment of onerous contract provisions               -        8.9
                                                                  (17.1)      (6.4)
                                                                                   
Ineffectiveness and impact of termination of cash flow hedges      (0.7)      (1.6)
Amortisation of acquisition related intangibles                      3.0        1.5
Non-trading and exceptional items in profit before tax            (14.1)     (10.0)
Tax on non-trading and exceptional items                             1.6        1.9
Total non-trading and exceptional items in profit after tax       (12.5)      (8.1)

 

Renewi 2.0 improvement programme

Renewi 2.0 improvement programme is a significant one-off business improvement project with total capital and one-off costs of €28m and
as a result is considered to be exceptional. Following the transformational  merger in 2017 the goal of the Renewi 2.0 programme is  to
make the Group more streamlined and more  efficient and improve customer experience and  increase employee engagement. As noted in  the
year to March  2023 financial statements,  the programme is  now completed with  final costs coming  through and the  €20m run rate  of
savings will  be delivered  in  the current  financial year.  The  costs in  the period  of  €1.0m (2022/23:  €2.0m) were  recorded  in
administrative expenses.

 

Portfolio management activity

The current year M&A related activity costs of €0.8m (2022/23: €nil) relate to strategic initiatives.

 

The prior year disposals credit in the current  period of €1.1m (2022/23: €1.7m) related to  the release of a provision for a  previous
business disposal following a  reassessment at 30 September  2023. The prior period  credit related to an  insurance claim recovery  in
relation to a  prior business disposal.  Also in the  prior year certain  business assets in  the Mineralz &  Water division were  sold
generating a profit of €3.8m. The €0.3m credit (2022/23: €5.5m) was all recorded in administrative expenses.

 

Changes in long-term provisions

The credit for changes in discount rates of €17.1m (2022/23: €15.3m) relates to the movement in risk free rates as a result of the half
yearly assessment of Government bond yields which has impacted landfill related and onerous contract provisions.

 

The prior  year charge  of €8.9m  in relation  to the  reassessment of  UK Municipal  onerous contract  provisions was  due to  revised
assumptions on cost inflation as a result of the high inflationary environment.

 

The total credit of €17.1m (2022/23: €6.4m) has been recorded in cost of sales.

 

Items recorded in finance income

The €0.7m credit (2022/23: €1.6m) relates to  ineffectiveness of the Cumbria PPP project interest  rate swaps as a result of a  revised
repayment programme for the PPP non-recourse debt.

 

Amortisation of acquisition related intangibles

Amortisation of intangible assets acquired in business combinations of €3.0m (2022/23: €1.5m) is all recorded in cost of sales.

 

Tax on non-trading and exceptional items

The tax charge for non-trading and exceptional items is only €1.6m (2022/23: €1.9m) as a number of items are not subject to tax.

 

6. Net finance charges

 

                                                                  First half First half

                                                                     2023/24    2022/23

                                                                          €m         €m
Finance charges                                                               
Interest on borrowings*                                                 10.2        6.4
Interest on PPP non-recourse debt                                        3.2        3.4
Lease liabilities interest                                               4.5        3.8
Unwinding of discount on provisions (note 13)                            4.5        3.9
Other finance costs                                                      2.5        1.0
Total finance charges                                                   24.9       18.5
                                                                                       
Finance income                                                                         
Interest receivable on financial assets relating to PPP contracts      (4.1)      (4.3)
Other finance income                                                   (1.0)      (0.6)
Total finance income before non-trading and exceptional items          (5.1)      (4.9)
Non-trading and exceptional finance income:                                            
Ineffectiveness income on cash flow hedges                             (0.7)      (1.6)
Total finance income                                                   (5.8)      (6.5)
                                                                                       
Net finance charges                                                     19.1       12.0

*Interest on borrowings has been amended to include amortisation of loan fees which was previously shown separately.

 

7. Taxation

 

The tax charge based on the profit for the period is made up as follows:

                                                                           First half First half

                                                                              2023/24    2022/23

                                                                                   €m         €m
Current tax                                                                            
UK corporation tax                                                                     
 - Current year                                                                   0.4        0.4
Overseas tax                                                                                    
 - Current year                                                                  10.2       14.8
Total current tax charge                                                         10.6       15.2
Deferred tax                                                                                    
 - Origination and reversal of temporary differences in the current period      (0.5)        3.0
Total deferred tax (credit) charge                                              (0.5)        3.0
Total tax charge for the period                                                  10.1       18.2

 

The tax charge is recognised based on management’s best estimate of  the full year effective tax rate on expected full year profits  to
March 2024. The estimated average underlying annual tax rate for the year to 31 March 2024 is 27.0% (2022/23: 26.5%).

 

Uncertain tax positions

As referenced in the Match  2023 financial statements, the  Dutch Tax Authorities have issued  assessments adjusting the interest  rate
applied for tax purposes on  some intra group loans  from the UK to the  Netherlands. The assessments have  been appealed by the  Group
given that the interest rate charged of 5.9%  is based on a detailed transfer pricing study  and the Group will continue to defend  the
position vigorously. A provision of €1.4m  is included in the accounts  as a reduction in deferred tax  asset in respect of losses,  as
this is considered to be the most probable outcome. It is noted that the maximum exposure in respect of this topic is calculated to  be
€11.6m (current tax charge €2.1m, deferred tax charge €9.5m) should the Group be wholly unsuccessful in its defence.

 

8. Earnings per share

 

Underlying basic  and diluted  earnings per  share  exclude non-trading  and exceptional  items  net of  related tax.  Non-trading  and
exceptional items  are those  items that  are disclosed  separately on  the face  of the  Income Statement,  because of  their size  or
incidence, to enable a better understanding of performance. The Directors believe that adjusting earnings per share in this way enables
comparison with historical data calculated on the same basis to reflect the business performance in a consistent manner and reflect how
the business is managed and measured on a day to day basis.

 

                                                              First half 2023/24      First half 2022/23
                                                            Basic Dilutions Diluted Basic Dilutions Diluted
Weighted average number of shares (million)                  79.5       0.2    79.7  79.4       0.4    79.8
                                                                                                           
Profit after tax (€m)                                        35.3         -    35.3  53.4         -    53.4
Non-controlling interests (€m)                              (1.5)         -   (1.5) (1.0)         -   (1.0)
Profit after tax attributable to ordinary shareholders (€m)  33.8         -    33.8  52.4         -    52.4
Basic earnings per share (cents)                               42         -      42    66         -      66

 

The reconciliation between underlying earnings per share and basic earnings per share is as follows:

 

                                                                                                  First half 2023/24 First half 2022/23
                                                                                                      Cents       €m     Cents       €m
Underlying earnings per share/Underlying profit after tax attributable to ordinary shareholders          27     21.3        56     44.3
Adjustments:                                                                                                                           
Non-trading and exceptional items                                                                        18     14.1        13     10.0
Tax on non-trading and exceptional items                                                                (2)    (1.6)       (3)    (1.9)
Basic earnings per share/Earnings after tax attributable to ordinary shareholders                        42     33.8        66     52.4
                                                                                                                                       
Diluted underlying earnings per share/Underlying profit after tax attributable to ordinary               27     21.3        56     44.3
shareholders
Diluted basic earnings per share/Earnings after tax attributable to ordinary shareholders                42     33.8        66     52.4

 

The weighted average number  of shares takes  into account the  movements in the Renewi  Employee Share Trust.  The Trust owns  600,326
(2022/23: 578,722) £1 shares of the issued share capital of the Company in trust for the benefit of employees of the Group. During  the
period 292,070 £1 shares were purchased by the Trust at a cost of €1.7m and 544,967 £1 shares were transferred to individuals under the
Long-Term Incentive Plan and Deferred Annual Bonus schemes.

 

9. Dividends

 

The Directors do not recommend an  interim dividend for the current  year (2022/23: nil per share).  The Directors did not recommend  a
final dividend for the year ended March 2023 (2022: nil per share).

 

10.  Goodwill, intangible assets, property, plant and equipment, right-of-use assets and assets held for sale

 

                                                                            Intangible  Property, plant  Right-of-use
                                                                   Goodwill                                             Total
                                                                                Assets    and equipment        assets
                                                                         €m                                                €m
                                                                                    €m               €m            €m
Net book value at 1 April 2022                                        551.6       41.2            553.6         213.8 1,360.2
Additions/modifications                                                   -        8.7            117.9          57.4   184.0
Acquisitions through business combinations                             17.4       27.9             19.0          38.4   102.7
Disposals                                                                 -          -            (4.9)         (5.4)  (10.3)
Transferred to Assets held for sale                                       -          -            (0.1)             -   (0.1)
Transfer from right-of-use assets to property, plant and equipment        -          -              2.0         (2.0)       -
Amortisation and depreciation charge                                      -     (10.5)           (69.8)        (47.3) (127.6)
Impairment charge                                                         -          -            (1.7)         (2.3)   (4.0)
Reversal of a prior year’s impairment charge                              -          -              2.0           0.5     2.5
Exchange rate changes                                                     -          -            (0.1)             -   (0.1)
Net book value at 31 March 2023                                       569.0       67.3            617.9         253.1 1,507.3
Additions/modifications                                                   -       10.0             38.5          18.8    67.3
Disposals                                                                 -          -            (2.3)         (0.2)   (2.5)
Disposal of a business                                                (1.4)          -                -             -   (1.4)
Transfer from right-of-use assets to property, plant and equipment        -          -              0.8         (0.8)       -
Amortisation and depreciation charge                                      -      (6.3)           (34.7)        (25.7)  (66.7)
Impairment charge                                                         -          -            (0.1)             -   (0.1)
Net book value at 30 September 2023                                   567.6       71.0            620.1         245.2 1,503.9

 

At 30 September 2023, the  Group had property, plant and  equipment commitments of €42.7m (31  March 2023: €53.1m), right-of-use  asset
commitments of €13.1m (31 March 2023: €17.7m) and intangible asset commitments of €0.2m (31 March 2023: €7.6m).

 

Assets held for sale

The Group had €0.6m assets classified as held for sale at 30 September 2023. The assets include €0.6m land and buildings in the Belgium
Commercial Division which are expected to be sold within the next 12 months.

 

11. Cash and borrowings

 

Cash and cash equivalents are analysed as follows:

                                                    30 September 30 September 31 March

                                                            2023         2022     2023

                                                              €m           €m       €m
Cash at bank and in hand - core                             51.2         39.2     43.7
Cash at bank - restricted relating to PPP contracts         23.2         19.7     19.0
Total cash and cash equivalents                             74.4         58.9     62.7

 

Borrowings are analysed as follows:

                                                                         Restated*
                                                         30 September              31 March
                                                                      30 September
                                                                 2023                  2023
                                                                              2022
                                                                   €m                    €m
                                                                                €m
Non-current borrowings                                                              
Retail bonds                                                    124.7        199.4    199.5
Bank loans and private placements – fixed interest rates         89.6         24.9     89.6
Bank loans – floating interest rates#                           122.9        190.7    101.1
Lease liabilities                                               201.4        196.1    208.3
PPP non-recourse debt                                            81.4         86.1     83.1
                                                                620.0        697.2    681.6
Current borrowings                                                                         
Retail bonds                                                     74.9            -        -
Bank loans and private placements – fixed interest rates         15.0            -     15.0
Bank loans and overdrafts – floating interest rates               0.3          1.4      0.1
Lease liabilities                                                46.7         42.7     46.5
PPP non-recourse debt                                             5.4          5.2      5.2
                                                                142.3         49.3     66.8

#The revolving credit facility is now included in Bank loans – floating interest rates.

*The comparatives for lease liabilities have been restated due to a prior year adjustment as explained in note 2 Basis of preparation.

 

In August 2023, the  Group completed the renewal  of its revolving credit  facility, part of its  Euro denominated multicurrency  green
finance facility. The size of the  revolving credit facility remains unchanged  at €400m and is for  an initial five-year term to  2028
with two one-year extension options to 2030 together with a €150m accordion option to increase the facility subject to lender  approval
at that time. Financial covenants remained unchanged  and will be tested semi-annually at  September and March. The interest margin  is
adjusted based on the prevailing leverage  ratio together with performance against three  green sustainability metrics. As required  by
IFRS 9  Financial Instruments,  we have  undertaken  a detailed  assessment and  determined that  the  terms of  the new  facility  are
substantially different from the facility  being replaced. As a result  there is an extinguishment of  the previous facility which  has
resulted in €1.1m of unamortised loan fees being charged to the Income Statement in the period.

 

Movement in total net debt

                                                        At 1                                                           
                                                                                   Other                                At 30 September
                                                       April Cash flows                  Exchange movements            
                                                                        non-cash changes                                           2023
                                                        2023         €m                                  €m Disposed of
                                                                                      €m                                             €m
                                                          €m                                                         €m
Bank loans and overdrafts – floating interest rates  (101.2)     (23.1)              1.1                  -           -         (123.2)
Bank loans and private placements – fixed interest   (104.6)          -                -                  -           -         (104.6)
rates
Retail bonds                                         (199.5)          -            (0.1)                  -           -         (199.6)
Lease liabilities                                    (254.8)       25.4           (18.7)              (0.1)         0.1         (248.1)
Debt excluding PPP non-recourse debt                 (660.1)        2.3           (17.7)              (0.1)         0.1         (675.5)
PPP non-recourse debt                                 (88.3)        2.7                -              (1.2)           -          (86.8)
Total gross debt                                     (748.4)        5.0           (17.7)              (1.3)         0.1         (762.3)
Cash and cash equivalents – core                        43.7        7.9                -                0.3       (0.7)            51.2
Cash and cash equivalents – restricted relating to      19.0        4.0                -                0.2           -            23.2
PPP contracts
Total net debt                                       (685.7)       16.9           (17.7)              (0.8)       (0.6)         (687.9)
                                                                                                                                       
Analysis of total net debt:                                                                                                            
Net debt excluding PPP non-recourse net debt         (616.4)       10.2           (17.7)                0.2       (0.6)         (624.3)
PPP non-recourse net debt                             (69.3)        6.7                -              (1.0)           -          (63.6)
Total net debt                                       (685.7)       16.9           (17.7)              (0.8)       (0.6)         (687.9)

 

At 30 September 2023, the balance of interest accrued relating to  borrowings was €3.8m (2022/23: €2.0m) and was included in trade  and
other payables. This balance was after finance  charges of €18.6m (2022/23: €13.5m) net of  a cash outflow of €20.7m (2022/23:  €19.4m)
excluding loan fees.

 

Analysis of movement in total net debt

                                                                                                                    Restated*
                                                                                                        First half            Full year
                                                                                                                   First half
                                                                                                           2023/24              2022/23
                                                                                                                      2022/23
                                                                                                                €m                   €m
                                                                                                                           €m
Net increase (decrease) in cash and cash equivalents including cash sold as part of business disposals        11.2      (3.4)       0.4
Net decrease (increase) in borrowings and lease liabilities including lease liabilities sold as part of        5.1     (42.4)     (3.8)
business disposals
Total cash flows in net debt                                                                                  16.3     (45.8)     (3.4)
Bank loans and lease liabilities acquired through a business combination                                         -     (33.1)    (37.7)
Lease liabilities entered into during the period                                                            (18.7)     (16.7)    (57.4)
Lease liabilities cancelled during the period                                                                    -        0.7       5.4
Capitalisation of loan fees                                                                                    2.6          -       0.3
Amortisation of loan fees                                                                                    (1.6)      (0.6)     (1.0)
Exchange (loss) gain                                                                                         (0.8)        2.4       2.6
Movement in net debt                                                                                         (2.2)     (93.1)    (91.2)
Total net debt at beginning of period                                                                      (685.7)    (594.5)   (594.5)
Total net debt at end of period                                                                            (687.9)    (687.6)   (685.7)

*The lease liabilities comparatives have been restated due to a prior period adjustment as explained in note 2 Basis of preparation.

 

12. Acquisitions and Disposals

 

Acquisitions

There are no current period acquisitions.

 

In the  prior period,  the  Netherlands Commercial  division  acquired 100%  of the  share  capital of  GMP  Exploitatie B.V.  and  its
subsidiaries (subsequently renamed Renewi Westpoort Holding B.V.) for a cash consideration of €53.5m. The asset identification and fair
value allocation processes were finalised in the year  ended 31 March 2023 and resulted in  a final fair value of the net  identifiable
assets acquired of €36.4m  with resultant goodwill arising  on acquisition of  €17.1m. In addition, the  division completed a  business
assets acquisition for cash consideration of €1.6m, the fair value of net assets acquired was €1.3m resulting in €0.3m of goodwill.

 

Disposals

On 1 September 2023, the Netherlands Commercial division disposed of 100% of the share capital of Buro ontwerp & omgeving B.V. to GMP
Groep B.V. for a cash consideration of €2.3m. The net assets of the entity sold totalled €2.3m including €1.4m of goodwill, €0.7m cash
and €0.1m of lease liabilities resulting in no profit or loss on disposal.

 

In the prior year, the Mineralz & Water  division disposed of net liabilities totalling €3.6m  in relation to its North business for  a
cash consideration of €0.2m generating a profit on sale of €3.8m which was recorded as a non-trading and exceptional item in line  with
the Group's policy due to the significant value of the  profit. In addition, the Specialities division sold its Maltha Hungary  entity.
Net liabilities of €0.8m were sold for a cash consideration net of  cash sold of €0.1m which generated a profit on sale of €0.9m  which
was recorded in underlying EBIT.

 

13. Provisions

 

                                         Site restoration and aftercare Onerous contracts Legal and warranty Restructuring Other  Total
 
                                                                     €m                €m                 €m            €m    €m     €m
At 1 April 2023                                                   164.5             141.9                7.5           3.0  25.0  341.9
Provided in the period                                              0.1                 -                  -           0.6   0.8    1.5
Released in the period                                                -             (0.4)              (1.2)         (0.3) (0.8)  (2.7)
Finance charges – unwinding of discount                             1.9               2.5                  -             -   0.1    4.5
Utilised in the period                                            (2.6)             (7.1)              (0.2)         (0.7) (1.1) (11.7)
Exceptional impact of increase in                                (10.4)             (6.7)                  -             -     - (17.1)
discount rates (note 5)
Exchange rate changes                                               0.1               1.9                  -             -     -    2.0
At 30 September 2023                                              153.6             132.1                6.1           2.6  24.0  318.4
Within one year                                                    10.1              18.2                2.6           2.6   4.8   38.3
Between one and five years                                         42.2              65.7                0.5             -   6.3  114.7
Between five and ten years                                         55.4              28.6                0.5             -   3.2   87.7
Over ten years                                                     45.9              19.6                2.5             -   9.7   77.7
At 30 September 2023                                              153.6             132.1                6.1           2.6  24.0  318.4
Within one year                                                    11.3              18.9                4.0           3.0   6.5   43.7
Between one and five years                                         40.6              62.3                0.4             -   6.0  109.3
Between five and ten years                                         61.9              32.8                0.5             -   3.3   98.5
Over ten years                                                     50.7              27.9                2.6             -   9.2   90.4
At 31 March 2023                                                  164.5             141.9                7.5           3.0  25.0  341.9

 

Discount rates

The landfill provisions  are principally located  in the Netherlands  and Belgium. The  discount rate is  calculated with reference  to
German Government bond yields as an appropriate  Eurozone country primarily due to their  higher degree of liquidity compared to  Dutch
and Belgian Government  bonds. The onerous  contract provisions are  principally in  the UK and  the discount rate  is calculated  with
reference to UK Government  bond yields. In determining  the discount rate, consideration  is also given to  the timing of future  cash
flows. The cash flows used to determine  the outstanding provision are risk adjusted and  include annual inflation so there is no  risk
adjustment included within the nominal discount rate. In all cases, the final determination of rates used has taken into  consideration
average bond yields over the last 10 and 20 years and the market bond yields at 30 September 2023. 

The table below sets out the range of nominal discount rates used for the significant provisions:

                                                              At 30        At 31     At 30

                                                          September        March September
                                                      
                                                               2023         2023      2022

                                                                  %            %         %
Landfill provisions in the Netherlands and Belgium     2.75 to 3.00 2.20 to 2.30      3.00
Landfill provisions in the UK                          4.45 to 5.00         3.40      4.00
Onerous contract provisions in the UK                  4.30 to 4.75 3.25 to 3.75      4.00

 

Site restoration and aftercare

The site restoration provisions relate to the  cost of final capping and covering of  the landfill and mineral extraction sites.  These
site restoration costs are expected to be paid over a period of up to 28 years from the balance sheet date. Aftercare provisions  cover
post-closure costs of landfill sites which include such items  as monitoring, gas and leachate management and licensing. For  aftercare
provisions relating to Dutch landfill sites where  the province administers and controls the  aftercare fund, payments are made to  the
province at predetermined dates over a period of up to 9 years. Where the Group is responsible for the aftercare the dates of  payments
of these aftercare costs  are uncertain but  are anticipated to  be over a period  of at least  30 years from  closure of the  relevant
landfill site. All site restoration and aftercare costs have been estimated by management based on current best practice and technology
available and may be impacted by a number of factors including changes in legislation and technology.

 

Onerous contracts

Onerous contract provisions arise when the unavoidable costs of  meeting contractual obligations exceed the cash flows expected.   They
are provided for  at the  lower of  the net present  value of  either exiting  the contracts or  fulfilling our  obligations under  the
contracts. The provisions have been calculated  on the best estimate of  likely future cash flows over  the contract term based on  the
latest projections including assumptions on inflationary increases,  tonnage inputs, off-take availability and recyclates pricing.  The
provisions are to be utilised over the period of the contracts to which they relate with the latest date being 2040.

 

Legal and warranty

Legal and warranty provisions relate to legal claims, warranties and indemnities. Under the terms of the agreements for the disposal of
certain businesses, the Group has given a number of warranties and  indemnities to the purchasers which may give rise to payments.  The
Group has a liability until the end  of the contractual terms in the agreements.  The Group considers each warranty provision based  on
the nature of the business disposed of and the type of warranties provided with judgement used to determine the most likely obligation.

 

Restructuring

The restructuring provision primarily relates to redundancy and related costs incurred as a result of restructuring initiatives. As  at
30 September 2023 the provision is expected to be spent in the following twelve months as affected employees leave the business.

 

Other

Other provisions includes dilapidations of €10.3m (March 2023: €10.9m),  long-service employee awards of €6.2m (March 2023: €6.0m)  and
other environmental liabilities of €7.5m (March 2023: €8.1m). The dilapidations provisions are determined on a site by site basis using
internal expertise and experience  and are calculated  as the most  likely cash outflow at  the end of  the contracted obligation.  The
provisions will be utilised over the period up to 2073.

 

14. Defined benefit pension schemes

 

The Group has the legacy Shanks UK defined benefit scheme which provides pension benefits for pensioners, deferred members and eligible
UK employees which is closed to new entrants and to future benefit accrual. In addition, there are a number of defined benefit  pension
schemes eligible for certain employees in both the Netherlands and Belgium.

 

The amounts recognised in the Income Statement were as follows:

                                                        First half First half

                                                           2023/24    2022/23

                                                                €m         €m
Current service cost                                           0.7        0.9
Interest charge (income) on scheme net liabilities             0.1      (0.1)
Net defined benefit pension schemes charge before tax          0.8        0.8

 

The amounts recognised in the balance sheet were as follows:

                                                                              30 September 30 September 31 March

                                                                                      2023         2022     2023

                                                                                        €m           €m       €m
Present value of defined benefit obligations                                       (187.1)      (188.5)  (201.1)
Fair value of plan assets                                                            175.2        188.4    191.8
Defined benefit pension schemes net deficit                                         (11.9)        (0.1)    (9.3)
Related deferred tax asset                                                             3.0            -      2.4
Net defined pension schemes liability                                                (8.9)        (0.1)    (6.9)
                                                                                                                
Classified as:                                                                                                  
Defined benefit scheme surplus - included in non-current assets                          -          4.5        -
Defined benefit pension schemes deficit - included in non-current liabilities       (11.9)        (4.6)    (9.3)
Defined benefit pension schemes net deficit                                         (11.9)        (0.1)    (9.3)

 

The legacy Shanks UK defined benefit scheme deficit increased by €2.6m from  €4.3m at 31 March 2023 to €6.9m at 30 September 2023.  The
scheme liabilities reduced due to an increase in the discount rate assumption from 4.9% at 31 March 2023 to 5.50% at 30 September  2023
however asset values decreased as a result of lower than anticipated returns. The deficit for the overseas defined benefit schemes  was
unchanged from a liability of €5.0m at 31 March 2023.

 

15. Financial instruments at fair value

 

The Group uses the following hierarchy of valuation techniques to determine the fair value of financial instruments:

 

  • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
  • Level 2: other techniques for which all  inputs which have a significant effect on  the recorded fair value are observable,  either
    directly or indirectly
  • Level 3: techniques which use inputs which  have a significant effect on the recorded  fair value that are not based on  observable
    market data

 

During the period ended 30 September 2023, there were no transfers between level 1 and level 2 fair value measurements and no transfers
into or out of level 3.

 

Valuation techniques used to derive level 2 fair values:

 

  • Unlisted non-current investments comprise unconsolidated companies where the fair value approximates the book value
  • Short-term investment valuations are provided by the fund manager
  • Derivative financial instruments are determined by discounting the future cash flows using the applicable period-end yield curve
  • The fair value of the  fixed interest rate bank loans  and private placements are determined  by discounting the future cash  flows
    using the applicable period-end yield curve
  • The fair value of retail bonds is based on indicative market pricing

 

The table below presents the  level 2 fair values  of the Group’s relevant  assets and liabilities. The  carrying value of bank  loans,
private placements and  retail bonds  are held at  amortised cost  with all other  items in  the table held  at fair  value. The  Group
considers that the fair value of all  other financial assets and financial liabilities  are not materially different to their  carrying
value.

 

                                                         30 September 30 September 31 March

                                                                 2023         2022     2023

                                                                   €m           €m       €m
Assets                                                                                     
Unlisted non-current investments                                  4.6          4.6      4.6
Short-term investments                                           10.9         10.7     10.9
Derivative financial instruments                                  6.5          8.7      1.6
                                                                 22.0         24.0     17.1
Liabilities                                                                                
Derivative financial instruments                                  0.5          0.9      4.5
Bank loans and private placements – fixed interest rates        109.4         24.8    110.6
Retail bonds                                                    194.5        195.6    196.5
                                                                304.4        221.3    311.6

 

16. Contingent liabilities

 

Since 2017 ATM has  faced challenges in the  offtake of thermally treated  soil.  There are discussions  ongoing on the application  of
thermally cleaned soil in certain areas in the Netherlands and it  cannot be ruled out that this could result in liability for  damages
resulting from third-party claims in the future.

 

All sites need to operate in  alignment with the related permits  and when new regulatory requirements  come into force, the Group  may
need to undertake  additional expenditure  to align  to new  standards. No account  is taken  of any  potential changes  until the  new
obligations are fully defined and enforceable.

 

Due to the nature of the  industry in which the business operates,  from time to time the Group  is made aware of claims or  litigation
arising in the ordinary course of the Group’s business. Provision is made for the Directors’ best estimate of all known claims and  all
such legal actions in progress. The Group takes legal advice as to the likelihood of success of claims and actions and no provision  is
made where the Directors consider, based on that advice, that the action is unlikely to succeed or a sufficiently reliable estimate  of
the potential obligation cannot be made. None of these other matters are expected to have a material impact.

 

Under the terms of sale agreements,  the Group has given a  number of indemnities and warranties  relating to businesses sold in  prior
periods. Different warranty periods are in existence  and it is assumed that these will  expire within 15 years. Based on  management’s
assessment of the most likely outcome appropriate warranty provisions are held.

 

17. Related party transactions

 

The Group’s significant related party transactions remain as disclosed in  note 8.2 of the 2023 Annual Report and Accounts. There  were
no material differences in related parties or related party transactions in the interim period compared to the prior year.

 

18. Alternative performance measures (APMs) and reconciliations

 

In accordance with the Guidelines on APMs issued by  the European Securities and Markets Authority, additional information is  provided
on the APMs used by the Group  below.  The Directors use APMs as they  believe these measures provide additional useful information  on
the underlying trends, performance and position  of the Group. These measures are  used for internal performance analysis. These  terms
are not defined terms  under IFRS and may  therefore not be comparable  with similarly titled measures  used by other companies.  These
measures are not intended to be a substitute for, or superior to, IFRS measurements. There have been no changes in approach.

 

Financial Measure             How we define it                                                 Why we use it
                                                                                               Provides insight into profit generation
                              Operating profit excluding non-trading and exceptional items     and is the measure used by management to
Underlying EBIT               which are defined in note 5                                      make decisions as it provides
                                                                                               consistency and comparability of the
                                                                                               ongoing performance between periods
Underlying EBIT margin        Underlying EBIT as a percentage of revenue                       Provides insight into margin development
                                                                                               and trends
                              Underlying EBIT before depreciation, amortisation and impairment
                              of property, plant and equipment, right-of-use assets,           Measure of earnings and cash generation
Underlying EBITDA             intangible assets and investments, profit or loss on disposal of to assess operational performance
                              property, plant and equipment, intangible assets and
                              subsidiaries
Underlying profit before tax  Profit before tax excluding non-trading and exceptional items    Facilitates underlying performance
                                                                                               evaluation
Underlying EPS                Earnings per share excluding non-trading and exceptional items   Facilitates underlying performance
                                                                                               evaluation
Underlying effective tax rate The effective tax rate on underlying profit before tax           Provides a more comparable basis to
                                                                                               analyse the tax rate
                              Last 12 months underlying EBIT divided by a 13-month average of  Provides a measure of the return on
Return on operating assets    net assets excluding core net debt, IFRS 16 lease liabilities,   assets across the Divisions and the
                              derivatives, tax balances, goodwill and acquisition related      Group excluding goodwill and acquisition
                              intangibles                                                      related intangible balances
                              Last 12 months underlying EBIT as adjusted by the Group’s        Provides a measure of the Group return
Post-tax return on capital    effective tax rate divided by a 13-month average of net assets   on assets taking into account the
employed                      excluding core net debt, IFRS 16 lease liabilities and           goodwill and acquisition related
                              derivatives                                                      intangible balances
                              Net cash generated from operating activities including interest,
                              tax and replacement capital spend and excluding cash flows from
                              non-trading and exceptional items, Covid-19 tax deferral
                              payments, settlement of historic ATM soil liabilities and cash   Measure of cash generation in the
                              flows relating to the UK PPP contracts. Payments to fund defined underlying business available to fund
Adjusted free cash flow       benefit pension schemes are also excluded as these schemes are   growth capital projects and invest in
                              now closed to both new members and ongoing accrual and as such   acquisitions. We classify our capital
                              relate to historic liabilities. The Municipal contract cash      spend into general replacement
                              flows are excluded because they principally relate to onerous    expenditure and growth capital projects
                              contracts as reported in exceptional charges in the past and
                              caused by adverse market conditions not identified at the
                              inception of the contract
                              Renewi 2.0 and other exceptional cash flows are presented in     Provides useful information on
Non-trading and exceptional   cash flows from operating activities and are included in the     non-trading and exceptional cash flow
cash flow items               categories in note 5, net of opening and closing Balance Sheet   spend
                              positions
                                                                                               Measure of cash available after regular
                              Net cash generated from operating activities principally         replacement capital expenditure and
Free cash flow                including interest, tax and replacement capital spend            historic liabilities to pay dividends,
                                                                                               fund growth capital projects and invest
                                                                                               in acquisitions
Free cash flow/EBITDA         The ratio of free cash flow to underlying EBITDA                 Provides an understanding of how profits
conversion                                                                                     convert into cash
Growth capital                Growth capital projects which include the innovation portfolio   Provides an understanding of how cash is
                              and other large strategic investments                            being spent to grow the business
expenditure
                              Total cash flow is the movement in net debt excluding loan fee
                              capitalisation and amortisation, exchange movements, movement in Provides an understanding of total cash
Total cash flow               PPP cash and PPP non-recourse debt, additions to IFRS 16 lease   flow of the Group
                              liabilities and lease liabilities acquired through a business
                              combination
Financial Measure             How we define it                                                 Why we use it
                                                                                               The cash relating to UK PPP contracts is
                                                                                               not freely available to the Group and is
                              Core cash excludes cash and cash equivalents relating to UK      excluded from financial covenant
Core cash                     PPP contracts                                                    calculations of the main multicurrency
                                                                                               green finance facility therefore
                                                                                               excluding this gives a suitable measure
                                                                                               of cash for the Group
                                                                                               The borrowings relating to the UK PPP
                                                                                               contracts are non-recourse to the Group
                              Core net debt includes core cash and excludes debt relating to   and excluding these gives a suitable
Core net debt                 the UK PPP contracts and lease liabilities as a result of IFRS   measure of indebtedness for the Group.
                              16                                                               IFRS 16 lease liabilities are excluded
                                                                                               as financial covenants on the main
                                                                                               multicurrency green finance facility
                                                                                               remain on a frozen GAAP basis
                              Liquidity headroom includes core cash and undrawn committed      Provides an understanding of available
Liquidity                     amounts on the multicurrency green finance facility and the      headroom to the Group
                              European Investment Bank facility
                              This is the key covenant of the Group’s banking facilities which
                              is calculated following an agreed methodology to protect the
                              Group from potential volatility caused by accounting standard
                              changes, sudden movements in exchange rates and exceptional
                              items. Net debt and EBITDA are measured on a frozen GAAP basis   Commonly used measure of financial
Net debt to EBITDA/leverage   with the main impact of this being the exclusion of IFRS 16      leverage and consistent with covenant
ratio                         lease liabilities. Exceptional items are excluded from EBITDA    definition
                              and cash and debt relating to UK PPP contracts are excluded from
                              net debt. Net debt and EBITDA are translated to Euros using
                              average exchange rates for the period. Covenant ratios are
                              measured half yearly on a rolling 12-month basis at March and
                              September

 

Reconciliation of operating profit to underlying EBITDA

 

                                                                         Netherlands    Belgium                            Group
                                                                                                Mineralz &
                                                                          Commercial Commercial            Specialities  central  Total
First half 2023/24                                                                                   Water
                                                                               Waste      Waste                      €m services     €m
                                                                                                        €m
                                                                                  €m         €m                               €m
Operating profit (loss)                                                         25.7       24.1        9.5         17.0   (12.2)   64.1
Non-trading and exceptional items (excluding finance items)                      0.1        0.4      (8.0)        (6.7)      0.8 (13.4)
Underlying EBIT                                                                 25.8       24.5        1.5         10.3   (11.4)   50.7
Depreciation and impairment of property, plant and equipment and                29.0       15.7        8.3          4.3      3.2   60.5
right-of-use assets
Amortisation and impairment of intangible assets (excluding acquisition          0.5          -        0.4          0.1      2.3    3.3
related intangibles)
Non-exceptional (gain) loss on disposal of property, plant and equipment       (0.6)      (0.4)          -          0.1        -  (0.9)
and intangible assets
Underlying EBITDA                                                               54.7       39.8       10.2         14.8    (5.9)  113.6

 

                                                                          Netherlands    Belgium                            Group
                                                                                                 Mineralz &
                                                                           Commercial Commercial            Specialities  central Total
First half 2022/23                                                                                    Water
                                                                                Waste      Waste                      €m services    €m
                                                                                                         €m
                                                                                   €m         €m                               €m
Operating profit (loss)                                                          40.3       28.2       11.0         10.5    (6.4)  83.6
Non-trading and exceptional items (excluding finance items)                         -      (0.1)      (8.4)          0.8    (0.7) (8.4)
Underlying EBIT                                                                  40.3       28.1        2.6         11.3    (7.1)  75.2
Depreciation and impairment of property, plant and equipment and                 26.6       14.8        8.6          3.8      3.0  56.8
right-of-use assets
Amortisation and impairment of intangible assets (excluding acquisition           0.4          -        0.4          0.1      1.6   2.5
related intangibles)
Non-exceptional gain on disposal of property, plant and equipment,              (1.6)      (0.1)          -        (0.9)        - (2.6)
intangible assets and subsidiaries
Underlying EBITDA                                                                65.7       42.8       11.6         14.3    (2.5) 131.9

 

Calculation of return on operating assets

                                                 Netherlands    Belgium            Specialities
                                                                        Mineralz &
                                                  Commercial Commercial            excluding UK Group
First half 2023/24                                                           Water
                                                       Waste      Waste               Municipal    €m
                                                                                €m
                                                          €m         €m                      €m
Underlying EBIT (12 months to 30 September 2023)        62.4       48.8      (0.6)         16.1 108.4
13 month average of operating assets                   432.7      141.7       64.1         51.3 410.5
Return on operating assets                             14.4%      34.4%      -0.9%        31.5% 26.4%
First half 2022/23                                                                                   
Underlying EBIT (12 months to 30 September 2022)        90.2       49.2        4.4         14.5 144.1
13 month average of operating assets                   370.4       95.2       60.7         40.6 322.1
Return on operating assets                             24.3%      51.8%       7.3%        35.8% 44.7%

 

Calculation of post-tax return on capital employed

                                                                                 September September

                                                                                      2023      2022

                                                                                        €m        €m
Operating profit for 12 months to September                                          101.9     150.2
Non-trading and exceptional items in operating profit for 12 months to September       6.5     (6.1)
Underlying EBIT for 12 months to September                                           108.4     144.1
Tax at effective rate (2023/24: 27.0%, 2022/23: 26.5%)                              (29.4)    (38.2)
Post tax underlying EBIT for 12 months to September                                   79.0     105.9
                                                                                                    
13 month average of capital employed                                                 975.5     867.5
                                                                                                    
Post-tax return on capital employed                                                   8.1%     12.2%

 

Reconciliation of statutory profit before tax to underlying profit before tax

                                                      First half First half

                                                         2023/24    2022/23

                                                              €m         €m
Statutory profit before tax                                 45.4       71.6
Non-trading and exceptional items in operating profit     (13.4)      (8.4)
Non-trading and exceptional finance income                 (0.7)      (1.6)
Underlying profit before tax                                31.3       61.6

 

Reconciliation of adjusted free cash flow and free cash flow as presented in the Finance review

                                                                                       Restated*
                                                                           First half
                                                                                      First half
                                                                              2023/24
                                                                                         2022/23
                                                                                   €m
                                                                                              €m
Net cash generated from operating activities                                     88.8       74.0
Include finance charges and loan fees paid                                     (23.3)     (19.4)
Include finance income received                                                   5.5        5.3
Include repayment of obligations under lease liabilities                       (25.4)     (22.8)
Include purchases of replacement items of intangible assets                    (10.3)      (6.1)
Include purchases of replacement items of property, plant and equipment        (34.4)     (33.6)
Include proceeds from disposals of property, plant & equipment                    3.3        4.7
Include capital received in respect of PPP financial asset net of outflows        2.7        2.9
Include repayment of UK Municipal contracts PPP debt                            (2.7)      (5.4)
Include movement in UK Municipal contracts PPP cash                             (4.0)        0.5
Include investment in own shares by the Employee Share Trust                    (1.7)      (3.5)
Include net movements in associates and joint ventures                          (0.1)      (1.0)
Free cash flow                                                                  (1.6)      (4.4)
Exclude deferred Covid taxes paid                                                 9.7        9.9
Exclude offtake of ATM soil                                                       1.0        1.1
Exclude UK Municipal contracts                                                    9.8        7.1
Exclude non-trading and exceptional provisions and working capital                1.6        2.2
Exclude payments to fund defined benefit pension schemes                          1.8        1.8
Exclude investment in own shares by the Employee Share Trust                      1.7        3.5
Exclude net movements in associates and joint ventures                            0.1        1.0
Adjusted free cash flow                                                          24.1       22.2

*The comparatives have been restated due to a prior year adjustment as explained in note 2 Basis of preparation.

 

Reconciliation of net capital  spend in the  Finance review to  purchases and disposal  proceeds of property,  plant and equipment  and
intangible assets within Investing activities in the consolidated Statement of Cash Flows

                                                                    First half First half

                                                                       2023/24    2022/23

                                                                            €m         €m
Purchases of intangible assets                                          (10.3)      (6.1)
Purchases of replacement property, plant and equipment                  (34.4)     (33.6)
Proceed from disposals of property, plant and equipment                    3.3        4.7
Net replacement capital expenditure                                     (41.4)     (35.0)
Growth capital expenditure                                              (15.9)     (16.0)
Total capital spend as shown in the cash flow in the Finance review     (57.3)     (51.0)

 

                                                                                                                  First half First half

                                                                                                                     2023/24    2022/23

                                                                                                                          €m         €m
Purchases of intangible assets                                                                                        (10.3)      (6.1)
Purchases of property, plant and equipment (replacement and growth)                                                   (50.3)     (49.6)
Proceed from disposals of property, plant and equipment                                                                  3.3        4.7
Purchases and disposal proceeds of property, plant and equipment and intangible assets within Investing               (57.3)     (51.0)
activities in the consolidated Statement of Cash Flows

 

Reconciliation of property, plant and equipment additions to replacement capital expenditure as presented in the Finance review

                                                                     First half First half

                                                                        2023/24    2022/23

                                                                             €m         €m
Property, plant and equipment additions (note 10)                        (38.5)     (44.3)
Intangible asset additions (note 10)                                     (10.0)      (4.5)
Proceeds from disposals of property, plant and equipment                    3.3        4.7
Movement in capital creditors (included in trade and other payables)     (12.1)      (6.9)
Growth capital expenditure – as disclosed in the Finance review            15.9       16.0
Replacement capital expenditure per Finance review                       (41.4)     (35.0)

 

Reconciliation of total cash flow as presented in the Finance review to the movement in total net debt

                                                                              Restated*

                                                                  First half First half
 
                                                                     2023/24    2022/23

                                                                          €m         €m
Total cash flow                                                       (15.9)     (80.5)
Additions to lease liabilities net of cancelled lease liabilities     (18.7)     (16.0)
Repayment of obligations under lease liabilities                        25.4       22.8
Lease liabilities disposed of                                            0.1          -
Lease liabilities acquired though a business combination                   -     (26.1)
Movement in PPP non-recourse debt                                        2.7        5.4
Movement in PPP cash and cash equivalents                                4.0      (0.5)
Capitalisation of loan fees net of amortisation                          1.0      (0.6)
Exchange movements                                                     (0.8)        2.4
Movement in total net debt (note 11)                                   (2.2)     (93.1)

*The comparatives have been restated due to a prior year adjustment as explained in note 2 Basis of preparation.

 

Reconciliation of total cash flow as presented in the Finance review to the movement in cash

                                                First half First half

                                                   2023/24    2022/23

                                                        €m         €m
Total cash flow                                     (15.9)     (80.5)
Repayment of retail bonds                                -    (100.0)
Proceeds from bank borrowings                        189.7      303.2
Repayment of bank borrowings                       (166.6)    (132.6)
Bank loan acquired through business combination          -        7.0
Movement in PPP cash and cash equivalents              4.0      (0.5)
Exchange movements                                     0.5      (1.3)
Movement in total cash                                11.7      (4.7)

 

Reconciliation of total net debt to net debt under covenant definition

                                                      Restated*         

                                      30 September 30 September 31 March
 
                                              2023         2022     2023

                                                €m           €m       €m
Total net debt                             (687.9)      (687.6)  (685.7)
Exclude PPP non-recourse debt                 86.8         91.3     88.3
Exclude PPP cash and cash equivalents       (23.2)       (19.7)   (19.0)
Exclude IFRS 16 lease liabilities            241.1        228.3    245.8
Net debt under covenant definition         (383.2)      (387.7)  (370.6)

*The comparatives have been restated due to a prior year adjustment as explained in note 2 Basis of preparation.

 

INDEPENDENT REVIEW REPORT TO RENEWI PLC

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in  the
half-yearly financial report for the six months ended 30 September  2023 is not prepared, in all material respects, in accordance  with
UK adopted International Accounting Standard 34  and the Disclosure Guidance and Transparency  Rules of the United Kingdom’s  Financial
Conduct Authority.

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six
months ended  30 September  2023 which  comprises the  Consolidated Interim  Income Statement,  the Consolidated  Interim Statement  of
Comprehensive Income, the Consolidated  Interim Balance Sheet,  the Consolidated Statement  of Changes in  Equity and the  Consolidated
Interim Statement of Cash Flows and the related notes 1 to 18.

Basis for conclusion

We conducted our  review in  accordance with  International Standard  on Review  Engagements (UK)  2410, “Review  of Interim  Financial
Information Performed by the Independent Auditor of the Entity” (“ISRE (UK) 2410”). A review of interim financial information  consists
of making enquiries, primarily of persons  responsible for financial and accounting matters,  and applying analytical and other  review
procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK)
and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be  identified
in an audit. Accordingly, we do not express an audit opinion.

As disclosed  in note  2, the  annual financial  statements of  the group  are prepared  in accordance  with UK  adopted  international
accounting standards. The condensed  set of financial  statements included in this  half-yearly financial report  has been prepared  in
accordance with UK adopted International Accounting Standard 34, “Interim Financial Reporting”.

Conclusions relating to going concern

Based on our review procedures,  which are less extensive  than those performed in  an audit as described  in the Basis for  conclusion
section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going  concern
basis of accounting or that the directors have identified  material uncertainties relating to going concern that are not  appropriately
disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, however future events or conditions  may
cause the group to cease to continue as a going concern.

Responsibilities of directors

The directors  are  responsible  for preparing  the  half-yearly  financial report  in  accordance  with the  Disclosure  Guidance  and
Transparency Rules of the United Kingdom’s Financial Conduct Authority.

 

In preparing the half-yearly financial report, the directors are responsible for assessing the company’s ability to continue as a going
concern, disclosing, as  applicable, matters  related to  going concern  and using the  going concern  basis of  accounting unless  the
directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the review of the financial information

In reviewing the half-yearly report, we are  responsible for expressing to the Company a  conclusion on the condensed set of  financial
statement in the  half-yearly financial  report. Our conclusion,  including our  Conclusions Relating to  Going Concern,  are based  on
procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

 

Use of our report

Our report has been prepared in accordance with  the terms of our engagement to assist  the Company in meeting the requirements of  the
Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority and for no other purpose.  No person  is
entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose  of
our terms of engagement  or has been  expressly authorised to  do so by our  prior written consent.   Save as above,  we do not  accept
responsibility for this  report to  any other  person or  for any  other purpose  and we  hereby expressly  disclaim any  and all  such
liability.

 

 

BDO LLP

Chartered Accountants

London, UK

8 November 2023

 

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

 

 

═══════════════════════════════════════════════════════════════════════════════════════════════════════════════════════════════════════

Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

═══════════════════════════════════════════════════════════════════════════════════════════════════════════════════════════════════════

   ISIN:          GB00BNR4T868
   Category Code: IR
   TIDM:          RWI
   LEI Code:      213800CNEIDZBL17KU22
   Sequence No.:  283640
   EQS News ID:   1768553


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

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References

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