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REG - Rotork PLC - 2023 Preliminary Results

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RNS Number : 5483F  Rotork PLC  05 March 2024

Tuesday 5th March 2024

Rotork plc

2023 Preliminary Results

Strong delivery of Growth+ strategy; entering 2024 with confidence

 

 Adjusted highlights                   2023      2022      % change  OCC(3) % change
 Order intake(1)                       £723.7m   £681.6m   +6.2%     +7.8%
 Revenue                               £719.1m   £641.8m   +12.0%    +13.6%
 Adjusted(2) operating profit          £164.5m   £143.2m   +14.8%    +17.3%
 Adjusted(2) operating margin          22.9%     22.3%     +60bps    +70bps
 Adjusted(2) basic earnings per share  14.6p     12.7p     +14.8%    +17.0%
 Cash conversion(4)                    120%      76%       -         -
 Reported highlights                   2023      2022      % change
 Revenue                               £719.1m   £641.8m   +12.0%
 Operating profit                      £148.8m   £123.6m   +20.4%
 Operating margin                      20.7%     19.3%     +140bps
 Profit before tax                     £150.6m   £124.1m   +21.4%
 Basic earnings per share              13.2p     10.9p     +21.7%
 Full year dividend                    7.20p     6.70p     +7.5%

 

Summary

·    Order intake was 7.8% higher year-on-year on an OCC basis with orders
ahead at all divisions

·    Deliveries accelerated in the second half as supply chain challenges
were overcome resulting in some normalisation of the order book which remained
strong at period end

·    Revenue increased 12.0% year-on-year despite a significant foreign
exchange headwind which strengthened through the second half. On an OCC basis
sales grew 13.6% year-on-year with all divisions making strong progress

·    Adjusted operating margins were 60bps higher year-on-year at 22.9%.
The reported operating margin was 20.7%

·    Rotork received a rating of AAA in the MSCI ESG ratings assessment
and reduced its scope 1 and 2 GHG emissions by 11% year-on-year

·    Closing net cash was £134.4m (December 2022: £105.9m). ROCE(4) was
33.9% (up 260bps)

·    £50m share buyback programme announced

Kiet Huynh, Chief Executive, commenting on the results, said:

"We continued to make significant progress in 2023 and delivered another year
of strong organic sales growth, margin improvement and good cash flow
performance. Given the strength of our balance sheet we have today announced a
£50m share buyback whilst retaining the financial flexibility to pursue
strategic investments.

 

The delivery of Growth+ continues and the benefits of the strategy are
apparent, including in our organic sales growth performance in 2023.  Target
Segments successes included upstream oil & gas electrification (including
methane emissions reduction), mining and metals processing (focused on the
battery value chain) and water infrastructure. Successes under Customer Value
included further progress on our programme to improve efficiency, lead times
and customer experience, and under Innovative Products & Services, the
launch of the IQ3 Pro and smartphone app.

 

We remain confident of delivering our financial ambition of mid-to-high single
digit sales growth and mid-20s adjusted operating margins over time and, based
on momentum in the year so far and supported by the strength of our order
book, we continue to expect 2024 to be another year of progress on an OCC
basis."

 

(1) Order intake represents the value of orders received during the period.

(2) Adjusted(4) figures exclude the amortisation of acquired intangible assets
and other adjustments (see note 4).

(3) OCC(4) is organic constant currency results which exclude acquired
businesses and are restated at 2022 exchange rates.

(4) Adjusted figures, organic constant currency ('OCC') figures, cash
conversion and ROCE are alternative performance measures and are used
consistently throughout these results. They are defined in full and reconciled
to the statutory measures in note 2.

 

 Rotork plc                                  Tel:  +44 (0)1225 733 200
 Kiet Huynh, Chief Executive
 Jonathan Davis, Finance Director
 Andrew Carter, Investor Relations Director

 FTI Consulting                              Tel:  + 44 (0)20 3727 1340
 Nick Hasell

 Susanne Yule

 

There will be a meeting for analysts and institutional investors at 9.00am GMT
today in the Library at offices of JPMorgan Cazenove, 60 Victoria Embankment,
London EC4Y 0JP. The presentation will also be webcast, with access via
https://www.investis-live.com/rotork/65c262c077117a0c00a288ad/ndhd
(https://www.investis-live.com/rotork/65c262c077117a0c00a288ad/ndhd) . Please
join the webcast a few minutes before 9.00am to complete registration.

 

 

Summary

 

Purpose

 

Our Purpose and sustainability vision are one and the same: keeping the world
flowing for future generations. We want to help drive the transition to a
clean future where environmental resources are used responsibly. We have a
major role to play in new energies and technologies that will support the
transition to a low carbon economy, as well as helping preserve natural
resources such as fresh water and eliminating energy sector methane emissions.

 

Health, safety & wellbeing

 

The safety of our people, partners and visitors is our number one priority,
and our vision for health and safety is zero harm. In 2023, we recorded a
lost-time injury rate of 0.08, an improvement on the 0.13 recorded in 2022,
partly reflecting extensive work completed across the Group to implement our
Global Safety Standards. Our Total Recordable Injury Rate was 0.26 (2022:
0.53).

 

In many regions, a knock-on effect of the invasion of Ukraine has been a
further rise in consumer price inflation, which had already increased in the
aftermath of Covid, particularly on essentials such as food, energy and
housing costs. While there are signs that inflation is being brought under
control by increased interest rates, it peaked later than anticipated at
higher levels and remained higher than expected for a longer period. We took
steps to assist affected colleagues wherever we could, including through
bringing forward salary reviews.

 

Our employee engagement Pulse survey took place in July. The participation
rate increased to 79%, versus December 2022's survey at 75%. As part of the
engagement survey, we ask employees to rate Rotork as a place to work between
1 and 10, where 10 is highest. Engagement continues to improve, with the score
increasing to 7.4 in July, from 7.2 in December 2022 and 6.7 in June 2022.
Reflecting the encouraging trend in our engagement survey results and best
practice, we moved to an annual survey during 2023.

 

We have a committed team who are proud to work at Rotork and determined to
deliver on our ambitious goals. We offer our thanks and appreciation for all
their efforts throughout 2023.

 

Environmental performance

 

Sustainability is a major focus for Rotork. Whilst our impact in enabling our
customers to improve their environmental performance likely far exceeds our
Company's environmental footprint, the latter is no less important.  Our
total scope 1 and 2 (market-based) emissions decreased by 11% in 2023 compared
with 2022, reflecting the implementation of energy efficiency projects and
investment in on-site renewable generation.

 

Our SBTi-validated near-term greenhouse gas ("GHG") emissions reduction
targets are:

 

• to reduce our absolute scope 1 and 2 GHG emissions 42% by 2030 from a 2020
base year

• to reduce our absolute scope 3 GHG emissions from the use of sold products
25% by 2030 from a 2020 base year

• that at least 25% of our suppliers by emissions covering purchased goods
and services will have science-based targets by 2027

 

We target net-zero by 2035 for scopes 1 and 2 and by 2045 for scope 3.

 

Underlining the importance we attach to achieving our net-zero targets, scopes
1 and 2 greenhouse gas reduction targets are included in our senior team's
long-term remuneration opportunity.

 

We were pleased to receive a rating of AAA in the MSCI ESG ratings assessment
(AA previously) and to once again be recognised as one of the top performing
companies rated by Sustainalytics and included in their 2023 ESG Industry Top
Rated companies list.

Growth+ strategy

 

The starting point of our Growth+ strategy is our Purpose, 'keeping the world
flowing for future generations'. Our Purpose is a powerful motivator, and it
drives everything we do. It also recognises the role we play in making our
world a great place to live, and the role we play in helping improve the
safety, environmental and social performances of not just ourselves but also
our end users, customers, suppliers and communities.

 

Our vision is for Rotork to be the leader in intelligent flow control. This
recognises the ever-increasing importance of connectivity to our end users.
Today's intelligent flow control systems ensure safety, are reliable,
efficient, easy to use, and play a vital role in ensuring the uptime of our
end users' operations (including through predictive and preventative
maintenance).

 

Our ambition is mid to high single-digit revenue growth and mid 20s adjusted
operating margins over time. Three powerful megatrends help drive our growth:
automation, electrification and digitalisation, as well as the trends of
sustainability, decarbonisation, energy security, water scarcity, water
quality and new energies. Our Growth+ strategy is designed to drive our growth
and to balance our investments with margin progression. At the core of our
strategy are three pillars: Target Segments, Customer Value and Innovative
Products & Services, each underpinned by our focus on 'Enabling a
Sustainable Future'.

 

Our 'Target Segments' are key segments within each of our divisions where we
have the right to play and where there are significant opportunities for
profitable growth. We are prioritising investment into these areas, helping us
to grow faster than our overall markets. We have already seen early benefits
from our focus on Target Segments which represented around half of group sales
in 2023 and grew 15% YoY OCC.

 

Successes in Oil & Gas include in North America, where our IQTF range has
established itself as the leading electric actuator for the wellhead choke
valve, and in liquified natural gas (LNG) where we benefit from a significant
installed base and are well placed to support the industry's planned
liquefaction capacity expansion. We have further developed the Target Segment
'methane emissions reduction' and now describe this as 'upstream
electrification'. The change reflects our business development as well as the
oil & gas industry's commitment to electrification which was highlighted
at COP28 in December 2023 with companies representing more than 40% of global
oil production signing the Oil & Gas Decarbonization Charter. The
medium-term opportunity is potentially greater than we originally calculated,
with North America representing the majority of the opportunity.

 

Chemical, Process & Industrial (CPI) plays across various markets and
sectors, and selectivity and focus are key. We are focused on identifying
growth opportunities in structurally growing markets and through share gain in
areas where Rotork has historically been under-represented. Identifying these
opportunities requires an in-depth investigation of value chains that are
often in new markets. In 2023 we made good progress in the Target Segments of
HVAC, mining (focused on the battery value chain), speciality chemicals and
decarbonisation.

 

In Water & Power, we have made excellent progress in our Target Segments
of water infrastructure, desalination, and alternative energy. Our teams take
a straightforward commercial approach to identifying the areas where we have a
clear 'right to play' and only then step up their pursuit of projects in these
areas. Examples include the exciting water reuse sector, where network
digitalisation and efficiency are increasingly in focus, desalination, where
electrification is a structural trend, and the alternative energy sector. In
the latter, unmanned offshore high-voltage direct current ('HVDC') platforms
require the most reliable automation equipment with advanced diagnostic
features that allow predictive and preventative maintenance techniques and
which Rotork is ideally placed to provide.

 

We are also making good progress on our Customer Value pillar, which puts the
customer at the forefront of everything we do. One example is the
implementation and integration of common systems and processes throughout the
Group. This will improve efficiency and ultimately deliver improved lead times
and customer experience. We successfully deployed our new Enterprise Resource
Planning system during the first half at our Bath (UK) site. The system will
be implemented across all sites over the next few years.

 

Our Innovative Products & Services pillar also has good momentum. We
launched the IQ3 Pro and its accompanying smartphone app during the year. This
offers greater connectivity than its predecessor and the smartphone app makes
configuration and operation easier and more convenient. Our enhanced
Intelligent Asset Management ('iAM') condition monitoring and analytics
software has been well received by end-users who appreciate its expanded
diagnostic and predictive functions.

 

In August, we acquired a small but strategically important business, Hanbay
Inc., adding a compact high-torque electric valve actuator to our product
offering. The Hanbay acquisition is fully consistent with the Growth+
strategy.

 

Market update

 

Energy security and the energy transition were again major trends in 2023.
Energy security became a significantly increased global priority following the
dramatic change in the energy landscape triggered by the events in Ukraine in
February 2022 and the subsequent attack on the Nord Stream pipeline as well as
conflict in Israel/Palestine. While hydrocarbon prices have fallen from the
levels they reached immediately following the Ukraine invasion, in most cases,
they remain higher than they have been for many years. The energy sector
continues to invest in traditional energy infrastructure, including in LNG,
and is seeking to catch up from earlier under-investment.

 

The year also saw the world's hottest summer on record (according to NASA) and
extreme weather events such as wildfires and droughts across the globe. These
events remind us of the urgency of tackling carbon emissions and adapting to
climate change. It is apparent that tackling the climate crisis and delivering
a just energy transition at pace will require a practical approach including a
balance of technologies with methane emissions reduction, LNG, carbon capture
and storage, hydrogen and direct air capture all having significant roles to
play.

 

Rotork has an important role to play through its eco-transition portfolio
which contributed 30% of group sales in 2023. This consists of products and
services that:

 

·    Reduce (and in many cases eliminate) methane emissions, through the
electrification of the upstream oil & gas sector;

·    Enable the energy transition, for example, through applications in
LNG, carbon capture and storage, biofuels, hydrogen and offshore wind; and

·    Manage water and wastewater distribution and treatment.

Rotork has had notable success in upstream electrification, with the IQTF
being established as the leading electric actuator for upstream oil and gas
choke valve automation.

 

While some of these technologies are still early in their commercialisation
phase, we believe they will grow significantly. Methane emissions reduction
was a prominent topic at COP28 in Dubai in December, with companies
representing more than 40% of global oil production committing to the Oil
& Gas Decarbonization Charter and to near-zero upstream methane emissions
by 2030 including through electrification. The United States Environmental
Protection Agency issued its 'final rule' regarding methane emissions. This
requires new and existing natural gas-driven process controllers (i.e.
pneumatic actuators) across the USA to be zero emission, with few exceptions.

 

The growth in electric vehicle and energy storage demand continues to boost
the entire battery value chain. For Rotork's CPI division, opportunities
include metals and minerals mining and processing, speciality chemicals and
critical HVAC controls in battery and vehicle production facilities. In the
semi-conductor fabrication and data centre markets, customers increasingly
recognise the benefits of Rotork's critical HVAC product ranges and are
switching to them.

 

Decarbonisation remains a high-potential future market for all three of our
divisions, and recognising this we have moved to report decarbonisation
activity in each division rather than only in CPI. The United States'
Inflation Reduction Act and the European Union's similar initiatives support
the carbon capture and storage ('CCS'), hydrogen and sustainable aviation fuel
sectors. We saw a marked increase in enquiries, engineering design and
quotation activity in the period, particularly concerning carbon capture. The
Global CCS Institute reported that the capacity of CCS projects in
construction and development grew 57% year-on-year in 2023 to 312 Mtpa CO2.

 

The outlook for water and wastewater remains positive with continuing
investment in new and existing infrastructure. The market is focused on
delivering water availability, improving water quality, reducing leakage,
efficient water reuse, and automating and digitalising networks and processes.
Significant investment initiatives worldwide are underway or set to begin,
including in the US, China, the Middle East and the UK. The desalination
market remains active, with projects underway worldwide and, most notably, in
the Middle East.

 

In traditional power, the focus remains on plant modernisation, refurbishment,
and life extension. Whilst the new build market is quieter than it once was,
there continue to be new build opportunities, for example in China and India.
Renewable energy is playing an important role in delivering energy security as
well as the energy transition. According to the IEA, the amount of renewable
power capacity that will have been added worldwide in 2023 will have been ca.
30% higher than in 2022. Rotork products are specified for several
applications in offshore wind, including in HVDC transformer cooling systems,
and in concentrated solar.

 

Business performance

 

Group order intake increased 6.2% year-on-year (7.8% on an OCC basis) to
£723.7m. All three divisions booked higher orders for the full year, with
Water & Power and Oil & Gas strongly ahead. CPI reported encouraging
order growth in the final quarter. Orders, which continue to be driven
predominantly by customers' operational spend, included more large orders than
seen for some time, particularly notably in the first half.

 

Supply chain challenges held back deliveries to customers in the first half of
the year, resulting in during the summer a record order book relative to
sales. The supply chain situation significantly improved during the second
half allowing some normalisation of the order book. The lead time of
semi-finished components such as circuit boards which had increased
substantially following Covid was the biggest of these supply chain
challenges.

 

Group revenue was 12.0% higher year-on-year (13.6% higher OCC), benefitting
from both higher volumes and price increases. Oil & Gas sales rose 15.9%
(16.6% OCC), driven by strength in EMEA and the Americas and increased
upstream electrification activity. CPI sales were 7.7% ahead (9.7% OCC), with
all major geographic regions growing at similar rates. Water & Power sales
were up 10.5% (13.3% OCC), with both segments achieving good growth.

 

By geography, Europe, Middle East & Africa ('EMEA') sales by destination
grew double digits (OCC) and was Rotork's fastest growing region. Asia Pacific
revenues grew high-single digits year-on-year on an OCC basis with all
divisions ahead. Americas revenues were mid-teens ahead (OCC) with all
divisions in the region growing at similar rates.

 

Rotork Site Services, our global service network and a key differentiator in
our industry, performed well with revenues growing faster than the group
overall. Our Lifetime Management and Reliability Services programmes have good
momentum, as does our Intelligent Asset Management predictive analytics
system. Rotork Site Services is managed as a separate unit within our
divisions and contributed 21% of Group sales (2022: 21%).

 

Adjusted operating profit was 14.8% higher year-on-year (17.3% higher OCC) at
£164.5m, reflecting volume growth and positive net price / mix which were
partly offset by annual wage inflation and investment in our Growth+ strategy.
Adjusted operating margins recovered strongly in the second half and full year
margins were 60bps higher at 22.9% (70bps higher at 23.0% OCC) and reported
profit before tax was £150.6m.

 

Our eco-transition portfolio of products and services that have particular
environmental or sustainability benefits, or which enable the energy
transition and decarbonisation, consists of three sub-portfolios: 'water &
wastewater'; 'methane emissions reduction' and 'new energies &
technologies'. Eco-transition, water & wastewater and methane emissions
reduction sales grew faster than the Group year-on-year in 2023 and
represented 30% of group sales.

 

Return on capital employed was 33.9% (2022: 31.3%), benefitting from a greater
increase in adjusted operating profit than the increase in capital employed.
Cash conversion was 120% (2022: 76%) as 2023 saw a more normal delivery
phasing and a reduction in inventory as supply chain issues normalised.

 

Dividend and capital allocation

 

We retain a strong balance sheet and had a net cash position of £134.4m at
the period end (31 December 2022: £105.9m). This gives us the financial
flexibility to pursue our organic investment plans, pay a progressive dividend
and execute our targeted M&A strategy. We regularly review our capital
needs in line with our capital allocation strategy and have demonstrated
discipline and flexibility in using buybacks and dividends to deliver
shareholder returns.

 

On 4 August, Rotork acquired Montreal (Canada) headquartered Hanbay Inc.
('Hanbay'). Hanbay designs and manufactures compact, high-torque electric
valve actuators for non-hazardous and hazardous applications. The acquisition
expands Rotork's electric actuator offering, is consistent with all three
pillars of the Growth+ strategy, and increases the sales of our eco-transition
portfolio.

 

Rotork recognises the importance of a growing dividend to our shareholders. We
are committed to a progressive dividend policy, subject to satisfying the cash
requirements of the business.

 

The Board is recommending a final dividend of 4.65p per share. With the 2023
interim dividend of 2.55p, the total dividend for the year is 7.20p, a 7.5%
increase on the 2022 full-year dividend. This equals 2.0 times cover based on
adjusted earnings per share (2022: 1.9 times). The final dividend will be
payable on 24 May 2024 to shareholders on the register on 19 April 2024. The
last date to elect for the Dividend Reinvestment Plan ('DRIP') is 3 May 2024.

 

The Rotork DRIP is provided by Equiniti Financial Services Limited. The DRIP
enables the Company's shareholders to elect to have their cash dividend
payments used to purchase the Company's shares. More information can be found
at www.shareview.co.uk/info/drip (http://www.shareview.co.uk/info/drip) .

 

Consistent with the Group's stated capital allocation policy, the Board has
decided to return a prudent level of cash to shareholders while retaining a
strong balance sheet. As a result, Rotork will be commencing a share buyback
programme of up to £50m. Rotork's financial flexibility enables it to pursue
strategic investments and the Group remains active in looking for suitable
opportunities, consistent with the Growth+ strategy. For further details see
the separate announcement today.

 

Board update

 

As announced on 12 September, Jonathan Davis will be stepping down as Group
Finance Director and from the Board at the AGM in April 2024, after 21 years
with the company. Over his time at Rotork, Jonathan has overseen significant
profitable growth, and we all wish him well for his retirement.

 

We are looking forward to welcoming Ben Peacock to Rotork to be our Chief
Financial Officer from 11th March. Ben was previously Vice President of
Finance & IT - Minerals Division at The Weir Group PLC. Ben brings
considerable industry knowledge and a strong record of financial expertise
within complex businesses.

 

I would also like to thank Peter Dilnot and Ann Christin Andersen for their
considerable contributions to Rotork over the last 5-6 years. Peter stepped
down as a Director of Rotork in December 2023, having been our Senior
Independent Non-executive Director, and we wish him all the best in his role
as Chief Executive Officer at Melrose Industries Plc.

 

Rotork's ESG Committee Chair Ann Christin will leave the Board following the
Company's AGM in 2024. We wish Ann Christin all the best in her new role as
Chief Executive Officer of Norwegian Energy Partners.

 

I am very much looking forward to welcoming two new non-executive directors to
Rotork. Andrew Heath will join the Board on 1 April 2024. Andrew is currently
Chief Executive Officer of Spectris plc, a role he has held since September
2018. He will be appointed Chair of the Safety and Sustainability Committee
from 1 May 2024, subject to election.  Vanessa Simms will join the Board on
21 June 2024. Vanessa is currently Chief Financial Officer at Land Securities
Group plc. Andrew and Vanessa bring a wide range of listed company expertise,
experience in leading change and in delivering organic and non-organic growth
and will further strengthen the diverse mix of skills and experience on the
Board.

 

Outlook

 

We remain confident of delivering our financial ambition of mid-to-high single
digit sales growth and mid-20s adjusted operating margins over time and, based
on momentum in the year so far and supported by the strength of our order
book, we continue to expect 2024 to be another year of progress on an OCC
basis

 

 

Divisional review

 

 Oil & Gas
 £m                         2023   2022   Change   OCC(3) Change
 Revenue                    328.4  283.3  +15.9%   +16.6%
 Adjusted operating profit  83.6   64.0   +30.7%   +32.7%
 Adjusted operating margin  25.5%  22.6%  +290bps  +310bps

 

The recovery in oil & gas sector activity experienced in 2022 continued
through 2023. Hydrocarbon prices have fallen from the levels reached
immediately following the invasion of Ukraine, however prices remain above
investment incentive levels and there is increased spend across most segments
and geographies on increasing output, improving productivity, reducing
emissions and on decarbonisation (including carbon capture and storage and
hydrogen). The work to increase LNG export capacity in the USA and the Middle
East continues on track, and in December industry players committed to
near-zero upstream methane emissions by 2030 and to the electrification of
upstream operations.

 

Following a first half where deliveries continued to be somewhat restricted by
supply chain challenges the second half saw a strong recovery and full year
divisional sales were ahead 16.6% year-on-year (OCC). All segments grew and
downstream sales represented 49% of the total (50% in 2022); upstream 27%
(25%) and midstream 24% (25%).

 

The strongest growth in regional sales by destination was in EMEA, driven by
significantly increased customer activity in Western Europe and the Middle
East. All three EMEA segments - downstream, upstream and midstream grew at
similar rates. APAC revenues were modestly ahead overall (OCC) despite reduced
activity in the midstream segment in China. Americas sales were ahead
mid-teens with all three segments growing in the region, and upstream and
midstream growing particularly strongly. Sales to Mexico were lower due to a
project completing.

 

The division's adjusted operating profit was £83.6m, 30.7% up year-on-year.
Higher volumes and positive pricing more than offset increased people costs
and investment in the division's commercial teams and resulted in adjusted
operating margins rising 290 basis points to 25.5%.

 

Oil & Gas' focus on target segments during the year delivered notable
order wins in upstream electrification, Asia Infrastructure, decarbonisation
and Rotork Site Services. Demand from choke valve manufacturers for the Rotork
IQTF electric actuator grew strongly year-on-year as North American upstream
operators sought to eliminate incomplete flaring downstream of new and
existing wellheads. Rotork electric actuators and network control devices were
selected to provide control and safety at a major new multi-site tank farm
development in India (order secured with the help of Rotork Site Services and
included a five-year Lifetime Management contract). Rotork fluid power
actuators were also selected to control valves at an innovative new blue
hydrogen facility under construction in Louisiana (US). Blue hydrogen is
produced from reforming natural gas, with resulting carbon dioxide captured
and stored. The capture unit at the Louisiana plant is designed to capture and
permanently sequester more than 5mn tonnes of carbon each year. Rotork
actuators and network control devices were specified in the upgrade of an
integrated refinery complex in Singapore. The upgrade enables increased
production of cleaner, low sulphur fuels and the production of sustainable
aviation fuel through processing waste oils.

 

 

 

 Chemical, Process & Industrial
 £m                                  2023   2022   Change   OCC(3) Change
 Revenue                             213.7  198.4  +7.7%    +9.7%
 Adjusted operating profit           51.3   51.2   +0.1%    +1.8%
 Adjusted operating margin           24.0%  25.8%  -180bps  -180bps

 

CPI is a supplier of specialist actuators and instruments for niche critical
applications in the broad chemical, process industry and industrial sectors.
The division serves a wide range of end markets including specialty and other
chemicals, metals & mining, critical HVAC, pharmaceutical, steel and
cement. The automation, electrification, digitalisation and decarbonisation
megatrends are important growth drivers for these markets. Rotork has
historically been under-represented in several of these markets and has the
opportunity to win market share in the years ahead.

 

The division delivered a good full year sales performance, with revenues 9.7%
higher year-on-year on an OCC basis, despite economic weakness in a number of
regions including most notably China. The division's performance clearly
benefitted from the pursuit of its chosen Growth+ target segments such as the
focus on specialty chemicals and metals & mining markets directly related
to the fast-growing battery value chain and critical HVAC including in data
centres and semi-conductor plants.

 

By destination, Asia Pacific sales were ahead double digits on an OCC basis
driven by strong growth in India and South Asia. North Asia revenue was
modestly ahead OCC. EMEA sales grew high-single digits OCC, driven by the
Middle East/Africa region. Americas sales also grew high-single digits OCC.

 

The division's adjusted operating profit was £51.3m, 0.1% higher than the
prior year. Adjusted operating margins fell 180 basis points to 24.0%.
Particularly strong revenue growth in fluid power actuators contributed to a
negative product mix which even with improved direct labour productivity meant
a decline in gross margin. With overheads then increasing below the Group
average and in line with revenue, this resulted in a 180bps adjusted operating
margin reduction.

 

Rotork's electric and fluid power actuators and instruments were selected by
innovative customers across the battery value chain (mining, minerals
processing and battery production) for their robustness and reliability.
Rotork's electric and fluid power actuators and control systems are being
supplied to a major chemical project being built in China. Rotork was selected
in part due to the customer's preference for the Rotork Pakscan field device
control system. A privately-owned fine chemicals company has chosen Rotork's
YTC positioners for their Indian plant expansion replacing a competitor's
existing product. Rotork's pneumatic actuators have also been selected to
control bottom door systems on 'aggregate hopper' rail wagons which will be
used on the UK's High Speed 2 rail project.

 

 

 

 Water & Power
 £m                         2023   2022   Change   OCC(3) Change
 Revenue                    177.0  160.2  +10.5%   +13.3%
 Adjusted operating profit  46.4   40.3   +15.3%   +19.0%
 Adjusted operating margin  26.2%  25.2%  +100bps  +120bps

 

Water & Power is a supplier of premium actuators, predominantly electric,
and gearboxes for applications in the water, wastewater and treatment and
power generation sectors. Rotork has significant growth opportunities
including through helping solve customers' water quality and water scarcity
challenges as well as the automation, electrification and digitalisation
trends. Water and wastewater contributed 66% of divisional sales in the year.

 

Full year divisional sales were ahead 13.3% year-on-year (OCC). Following
several years where water and wastewater sector sales growth clearly outpaced
the power sector, both grew at similar rates in 2023. Asia Pacific sales were
ahead high-single digits year-on-year (OCC), with very strong revenue growth
in India partly offset by more modest sales growth elsewhere. Americas sales
grew strongly year-on-year driven by water and wastewater. Power sector sales
were slightly lower in the region. EMEA was Water & Power's fastest
growing geographic region in 2023.

 

The division's adjusted operating profit was £46.4m, 15.3% higher year on
year. Water & Power is the division with the highest proportion of
electric actuator sales and therefore was most impacted in recent years by the
shortage of chipsets and consequent cost increases. Availability started to
normalise in the year and the division therefore benefitted the most. This,
together with improved labour productivity, resulted in adjusted operating
margins increasing 100 basis points to 26.2%.

 

The division made good progress in its target segments of water
infrastructure, waste and wastewater treatment, desalination and alternative
energy during the year. Rotork is supplying electric actuators and motorised
gearboxes to control the transportation and distribution of potable water to a
major new town in the Middle East. Rotork's market leading product and service
offering as well as our local presence (valve actuation centre and service
team) helped secure this high-profile order, one of the largest in Rotork's
history. Rotork is supplying electric and fluid power actuators to a number of
wastewater treatment modernisation and improvement projects around the world
which will provide better quality water more efficiently, including projects
in India, Singapore and the USA (California and Illinois). Rotork's IQ3 Pro
electric actuators have been selected for critical control duties on HVDC
transformer platforms that will be used to transport electricity generated by
North Sea windfarms back to the UK. The windfarms concerned have the
generating capacity to power approximately 5m homes.

 

By order of the Board

Kiet Huynh

Chief Executive

4 March 2024

 

 

Financial review

Order intake for the year was £723.7m (2022: £681.6m), up 6.2% from the
prior year or 7.8% on an organic constant currency (OCC) basis, with all
divisions ahead of the prior year.

Group revenue was £719.1m for the year, 12.0% higher (+13.6% OCC) than 2022.
Revenue for the second half of the year was £384.4m, which was 14.9% higher
than the first half of the year. Revenue grew in all three divisions with
O&G reporting the strongest year-on-year growth. O&G finished the year
15.9% ahead (+16.6% OCC), CPI grew 7.7% (+9.7% OCC) and W&P grew 10.5%
(+13.3% OCC). Within O&G, upstream sales again increased the most, up by
around a quarter OCC, sales to midstream were up low-double digits OCC and
downstream, still the largest segment, increased mid-double digits OCC.

Rotork Site Services, our global service network and a key differentiator in
our industry, performed strongly in the year with revenues growing 13.6%
compared with 2022. Again, performance in the second half of the year was
considerably stronger than the first as the improved supply chain situation
allowed more retrofit projects to proceed. Revenue was 15.1% ahead of 2022 on
an OCC basis and our lifetime management and reliability services programmes
performed well. Rotork Site Services is managed as a separate unit within
Rotork's divisions and contributed 21% (2022: 21%) of Group revenue.

Gross margin increased 170 basis points to 47.2% (+160bps OCC), in part driven
by the increase in revenue. Cost increases related to components were
successfully mitigated by the price increase at the beginning of the year with
both increases more modest than the prior two years.

Reported overheads increased by £22.2m (+13.2%) compared with 2022, largely
driven by investment in people and commercial activities. Overheads as a
percentage of revenue increased marginally from 26.2% in 2022 to 26.5% in
2023.

Reported operating profit was £148.8m, 20.4% higher year on year. Adjusted
operating profit was £164.5m, a 14.8% increase with adjusted operating margin
increasing 60 basis points to 22.9% (2022: 22.3%). On an OCC basis, adjusted
operating profit increased 70 basis points to 23.0%.

Net finance income was £1.9m (2022: income of £0.5m) benefitting from more
favourable interest rates.

Reported profit before tax was £150.6m, an increase of 21.4% from £124.1m in
2022.

Adjusted basic earnings per share was 14.6p (2022: 12.7p), an increase of
14.8%. Statutory basic earnings per share was 13.2p (2022: 10.9p), an increase
of 21.7%.

Adjusted earnings reconciliation

 £m

                                               Gain on    Business Transformation

                    Statutory                  property   costs                     Other   Adjusted

                    results     Amortisation   disposal                             costs   results
 Operating profit   148.8       2.1            (0.7)      13.1                      1.2     164.5
 Profit before tax  150.6       2.1            (0.7)      13.1                      1.2     166.3
 Tax                (37.1)      (0.3)          0.1        (3.2)                     (0.2)   (40.7)
 Profit after tax   113.5       1.8            (0.6)      9.9                       1.0     125.6

 

The table above shows the adjustments between the statutory results for the
significant non-cash and other adjustments and the adjusted results. Note 2
sets out the alternative performance measures used by the Group and how these
reconcile to the statutory results. Further details of the adjusting items are
provided in note 4.

 

 

 

Organic constant currency rates

We also present OCC figures to exclude the impacts of currency, acquisitions,
business closures and disposals.

                                                                   2023 at 2022                            Organic business at 2022 exchange rate (£m)

                                                Constant           exchange

                                     2023 as    currency           rate          Acquired business

                                     reported   adjustment         (£m)          (£m)                                                                          2022

                               %     (£m)       (£m)         %                                       %                                                   %     (£m)
 Revenue                             719.1      11.9               731.0         (1.6)                     729.4                                               641.8
 Cost of sales                       (380.1)    (6.2)              (386.3)       0.7                       (385.6)                                             (350.1)
 Gross profit                  47.2  339.0      5.7          47.2  344.7         (0.9)               47.1  343.8                                         45.5  291.7
 Overheads                     24.3  (174.5)    (1.5)        24.1  (176.0)       0.3                 24.1  (175.7)                                       23.1  (148.5)
 Adjusted operating profit(1)  22.9  164.5      4.2          23.1  168.7         (0.6)               23.0  168.1                                         22.3  143.2

 

Adjusted items

Adjusted profit measures are presented alongside statutory results as we
believe they provide a useful comparison of underlying business trends and
performance from one period to the next. The Group believes alternative
performance measures, which are not considered to be a substitute for, or
superior to, IFRS measures, provide stakeholders with additional helpful
information on the performance of the business.

The alternative profit measures are adjusted to exclude amortisation of
acquired intangibles, Business Transformation costs associated with the
implementation of a new ERP system and integration with business processes,
and other adjustments that are considered to be significant and where
treatment as an adjusted item provides stakeholders with additional useful
information to assess the trading performance of the Group on a consistent
basis. Further details of adjusted items are provided in note 4.

Currency

In 2023 we experienced a currency tailwind in the first half which then
switched to a significant headwind in the second half. The major currencies
affecting the income statement are the US dollar and the euro. The US
dollar/sterling average rate of $1.24 (2022: $1.24) was a slight headwind,
whilst the euro/sterling average rate was €1.15 (2022: €1.17), a 2 cent
tailwind. However the average sterling rate across the basket of other
currencies, led by Chinese renminbi and Indian rupee, weakened in 2023 and
resulted in a £11.9m or 1.6% headwind reported to revenue.

The impact of currency on the Group is both translational and transactional.
Given the locations in which we operate and the international nature of our
supply chain and sales currencies, the impact of transaction settlement
differences can be very different from the translation impact. We are able
partially to mitigate the transaction impact through matching supply currency
with sales currency, but ultimately we are net sellers of both US dollars and
euros. It is the net sale of these currencies which we principally address
through our hedging policy, covering up to 75% of net trading transactions in
the next 12 months and up to 50% between 12 and 24 months.

In order to estimate the impact of currency, at the current exchange rates we
consider the effect of a one cent movement versus sterling. A one euro cent
movement now results in approximately a £150,000 (2022: £150,000) adjustment
to profit and for US dollar, and dollar-related currencies, a one cent
movement equates to approximately a £500,000 (2022: £550,000) adjustment.

Return on capital employed (ROCE)

Our capital-efficient business model and strong profit margins mean Rotork
generates a high ROCE. Our definition of ROCE is based on adjusted operating
profit as a return on the average net assets excluding net cash and the
pension scheme asset/liability, net of the related deferred tax. The average
capital employed increased 6.0% over the year to £485.5m, driven largely by
the retained profit for the year. However adjusted operating profit increased
more and as a result ROCE rose 260bps to 33.9% (2022: 31.3%).

Taxation

The Group's headline effective tax rate decreased from 24.9% to 24.7%.
Removing the impact of the adjusted items provides a better indication of the
underlying rate and, on this basis, the adjusted effective tax rate is 24.5%
(2022: 23.9%). The Group expects its adjusted effective tax rate to remain
higher than the standard UK rate due to higher rates of tax in China, Germany,
India and the US.

The Group's approach to tax continues to be to operate on the basis of full
disclosure and co-operation with all tax authorities and, where possible, to
mitigate the burden of tax within the local legislation.

Hanbay Inc. acquisition

On 4 August 2023, the Group acquired 100% of the share capital of Hanbay Inc.
('Hanbay') for £21.1m. Hanbay designs and manufactures precise, miniature
electric actuators which offer a compact profile and high torque design for
use with small valves and instrument valves in hazardous and non-hazardous
applications. It is headquartered in Montreal, Canada. The acquisition expands
the Group's electric actuator offering and supports all three pillars of the
Growth+ strategy and increases the percentage sales contribution of the
Group's eco-transition portfolio.

Cash generation

We finished the year with a net cash position of £134.4m (2022: £105.9m)
which is a conversion of 120.3% of adjusted operating profit into cash, up
significantly from 75.9% reported in 2022. The higher cash conversion is
largely explained by improvements in working capital, including reductions in
inventory levels and an improvement in days' sales outstanding(2). Capital
expenditure was £7.3m (2022: £8.3m), plus £2.1m in capitalised software
(2022: £2.1m) and £11.6m in Business Transformation costs which were
expensed in the period (2022: £8.9m). Capital expenditure in 2023 included an
initial investment in our new facility in China which is expected to open
early in 2025.

Our Research and Development (R&D) spend increased 3.2% to £13.9m which
represents 1.9% of revenue (2022: £13.4m and 2.1%). Dividends of £58.8m, tax
payments of £32.8m, pension contributions of £26.6m and the acquisition of
Hanbay Inc £18.4m (net of cash acquired) were the other major outflows
excluding working capital.

Control of working capital as defined in the cash flow statement, using
average exchange rates, is key to achieving our cash generation KPI. Inventory
decreased by £8.3m as the need to tactically hold higher inventory to
mitigate supply chain disruption decreased. Higher year-on-year sales lead to
trade receivables increasing to £152.8m, however, this increase was in part
offset by an improvement in days' sales outstanding(2), which decreased from
58 to 55 days. Net working capital in the balance sheet decreased to 27.3% of
revenue compared with 28.7% the year before, however working capital movements
generated a £11.9m outflow in the cash flow statement driven by business
growth.

Risk update

Geopolitical instability remains at an elevated level with potential knock-on
impacts to other risks such as supply chain disruption. As a global business
we continue to monitor the trade position between all locations where we are
based or have customers or suppliers, and have considered the potential impact
of additional trade barriers between these countries. We will take steps where
necessary to mitigate any such changes but continue to believe they will not
materially impact the Group's results. We have included scenarios in the
viability assessment which models the impact of all of these current
uncertainties. The viability statement will be published in our 2023 annual
report.

Supply chain disruption remained a key risk during the year with component
shortages and constraints driving some delays in specific areas. This is a
change to the previous year where the shortages and constraints were more
widespread. Management actions to secure the supply of key components have
mitigated potentially more severe outcomes.

Various strategic initiatives continue to respond to the Group's risks and in
the year the Group has seen positive engagement on People and Health &
Safety risks in particular and has responded to the external threat of
increasingly sophisticated cyberattacks by investing in cyber strategy.

We continue to monitor and review emerging risks, which are those risks that
are hard to determine the severity. Risks under review include those in
relation to geo-political events, technological, social, environmental,
climate and sustainability risks.

Credit management

The Group's credit risk is primarily attributable to trade receivables, with
the risk spread over a large number of countries and customers, and no
significant concentration of risk. Creditworthiness checks are undertaken
before entering into contracts or commencing trade with new customers, and in
companies where insurance cover operates, the authorisation process works in
conjunction with the insurer, taking advantage of their market intelligence.
We maintained coverage of the credit insurance policy during the year and have
cover in place for virtually all of our companies at an aggregate of 90% of
receivables. Where appropriate, we use trade finance instruments such as
letters of credit to mitigate any identified risk.

Treasury

The Group operates a centralised treasury function managed by a Treasury
Committee, chaired by me and also comprising the Group Financial Controller
and Group Treasurer. The Committee meets regularly to consider foreign
currency exposure, control over deposits, funding requirements and cash
management. The Group Treasurer monitors compliance with the treasury policies
and is responsible for overseeing all of the Group's banking relationships. A
Subsidiary Treasury Policy restricts the actions subsidiaries can take and the
Group Treasury Policy and Terms of Reference define the responsibilities of
the Group Treasurer and Treasury Committee.

The Group uses financial instruments where appropriate to hedge significant
currency transactions, principally forward exchange contracts and swaps. These
financial instruments are used to reduce volatility which might affect the
Group's cash or income statement. In assessing the level of cash flows to
hedge with forward exchange contracts, the maximum cover taken is 75% of net
forecast flows. The Board receives treasury reports which summarise the
Group's foreign currency hedging position, distribution of cash balances and
any significant changes to banking relationships.

Retirement benefits

The Group accounts for post-retirement benefits in accordance with IAS 19,
Employee Benefits. The balance sheet reflects the net assets of these schemes
at 31 December 2023 based on the market value of the assets at that date, and
the valuation of liabilities using year-end AA corporate bond yields. We
closed both the main defined benefit pension schemes to new entrants; the UK
scheme in 2003 and the US scheme in 2009, in order to reduce the risk of
volatility of the Group's liabilities. In 2018 we further reduced the risk of
volatility when we completed the closure to future accrual of both the UK and
US schemes. Members of the defined benefit schemes were transferred onto the
relevant defined contribution plan operating in their country.

During the year the Group made a special contribution of £20m to the Rotork
Pension and Life Assurance Scheme. This contribution, together with some of
the existing assets, was used to purchase a bulk annuity covering the UK
scheme's existing pensioner liabilities. This has been accounted for as a
buy-in.

The most recent triennial valuation of the UK scheme took place at 31 March
2022 and showed an actuarial deficit of £35.1m and a funding level of 84%. A
recovery plan was agreed with the Trustees as part of the 2022 valuation,
which, following the special contribution of £20m, resulted in required
monthly contributions from the Company of £0.6m until September 2023 and
£0.5m from October 2023 to August 2024.

On an accounting basis the schemes moved from a deficit of £8.0m in 2022 to a
£9.1m surplus in 2023 driven principally by the £20m special contribution.
The funding level increased from 94% to 106%. The Company paid total
contributions of £26.6m over the year. The schemes' assets increased in value
by £19.0m (2022: decrease of £89.1m) and the schemes' liabilities increased
by £1.8m (2022: decrease of £88.7m).

The accounting surplus / deficit is different to the actuarial position as on
an accounting basis we are required to use AA-rated corporate bond yields to
value the liabilities. The UK scheme's actuarial valuation uses gilt yields
since this most closely matches the investment strategy which is designed in
part to hedge the interest rate and inflation risks borne by the scheme. Cash
contributions are driven by the actuarial valuation.

Dividends

The Board is proposing a final dividend of 4.65p per share. When taken
together with the 2.55p interim dividend paid in September 2023, the 7.20p
(2022: 6.70p per share) represents a 7.5% increase in dividends over the prior
year. This gives dividend cover of 2.0 times (2022: 1.9 times) based on
adjusted earnings per share.

Jonathan Davis
Group Finance Director

4 March 2024

1      Adjusted operating profit is before the amortisation of acquired
intangible assets and other adjustments (see note 4).

2      Days' sales outstanding is calculated on a count-back method. The
sales value including local sales taxes is deducted from the year-end trade
receivables to calculate the number of days sales outstanding.

 

 

Consolidated income statement

For the year ended 31 December 2023

 

                                                            Notes  2023       2022

                                                                   £000       £000
 Revenue                                                    3      719,150    641,812
 Cost of sales                                                     (380,054)  (350,079)
 Gross profit                                                      339,096    291,733
 Other income                                                      1,405      1,620
 Distribution costs                                                (6,314)    (6,197)
 Administrative expenses                                           (184,630)  (163,177)
 Other expenses                                                    (790)      (372)
 Operating profit                                           2,3    148,767    123,607
 Finance income                                             5      5,301      3,049
 Finance expense                                            5      (3,430)    (2,554)
 Profit before tax                                                 150,638    124,102
 Income tax expense                                         6      (37,150)   (30,901)
 Profit for the year                                               113,488    93,201

 Attributable to:
 Owners of the parent                                              113,135    93,243
 Non-controlling interest                                          353        (42)
                                                                   113,488    93,201

 Basic earnings per share                                   8      13.2p      10.9p
 Diluted earnings per share                                 8      13.2p      10.8p

 Operating profit                                           2,3    148,767    123,607
 Adjustments                                                3      2,110      7,051

 -       Amortisation of acquired intangible assets
 -       Other adjustments                                  4      13,598     12,587
 Adjusted Operating profit                                         164,475    143,245

 Adjusted basic earnings per share                          2,8    14.6p      12.7p
 Adjusted diluted earnings per share                        2,8    14.6p      12.7p

 

Consolidated statement of comprehensive income

For the year ended 31 December 2023

 

                                                                                2023      2022

                                                                                £000      £000
 Profit for the year                                                            113,488   93,201
 Other comprehensive income
 Items that may be subsequently reclassified to the income statement:
 Foreign exchange translation differences                                       (20,271)  21,928
 Effective portion of changes in fair value of cash flow hedges net of tax      1,397     (1,627)
                                                                                (18,874)  20,301
 Items that are not subsequently reclassified to the income statement:
 Remeasurement (loss) in pension scheme net of tax                              (7,722)   (4,932)
 Income and expenses recognised in other comprehensive income                   (26,596)  15,369
 Total comprehensive income for the year                                        86,892    108,570
 Attributable to:
 Owners of the parent                                                           86,609    108,561
 Non-controlling interest                                                       283       9
                                                                                86,892    108,570

 

 

Consolidated balance sheet

At 31 December 2023

 

                                              Notes  2023     2022

                                                     £000     £000
 Non-current assets
 Goodwill                                            231,703  228,005
 Intangible assets                                   31,126   20,579
 Property, plant and equipment                       74,411   78,726
 Derivative financial instruments                    206      74
 Defined benefit scheme surplus                      9,144    -
 Deferred tax assets                                 15,454   15,965
 Total non-current assets                            362,044  343,349
 Current assets
 Inventories                                         83,963   92,306
 Trade receivables                                   152,842  134,279
 Current tax                                         4,187    7,877
 Derivative financial instruments                    673      62
 Other receivables                                   23,701   39,112
 Assets classified as held for sale                  -        211
 Cash and cash equivalents                           146,372  114,770
 Total current assets                                411,738  388,617
 Total assets                                        773,782  731,966
 Equity
 Issued equity capital                        7      4,306    4,304
 Share premium                                       21,004   19,959
 Other reserves                                      13,465   32,269
 Retained earnings                                   581,813  531,951
 Equity attributable to owners of the parent         620,588  588,483
 Non-controlling interests                           1,707    1,424
 Total equity                                        622,295  589,907
 Non-current liabilities
 Interest bearing loans and borrowings               8,826    5,405
 Employee benefits                            9      4,197    11,955
 Deferred tax liabilities                            3,872    4,028
 Derivative financial instruments                    15       215
 Provisions                                          1,371    1,439
 Total non-current liabilities                       18,281   23,042
 Current liabilities
 Interest bearing loans and borrowings               3,131    3,431
 Trade payables                                      40,585   42,314
 Employee benefits                            9      29,754   15,200
 Current tax                                         12,387   11,893
 Derivative financial instruments                    538      2,729
 Other payables                                      42,536   39,084
 Provisions                                          4,275    4,366
 Total current liabilities                           133,206  119,017
 Total liabilities                                   151,487  142,059
 Total equity and liabilities                        773,782  731,996

 

These financial statements were approved by the Board of Directors and
authorised for issue on 4 March 2024 and were signed on its behalf by:

 

 

K Huynh and JM Davis

Directors.

 

Consolidated statement of changes in equity

 

 

                                                           Issued    Share     Translation  Capital      Hedging   Retained   Attributable to owners of the parent  Non-controlling interest  Total

                                                           equity    premium   reserve      redemption   reserve   earnings   £000                                  £000                      £000

                                                           capital   £000      £000         reserve      £000      £000

                                                           £000                             £000
 Balance at 31 December 2021                               4,302     18,828    9,475        1,716        828       498,931    534,080                               -                         534,080

 Profit/(loss) for the year                                -         -         -            -            -         93,243     93,243                                (42)                      93,201
 Other comprehensive income
 Foreign exchange translation differences                  -         -         21,877       -            -         -          21,877                                51)                       21,928
 Effective portion of changes in fair value of cash        -         -         -            -            (2,067)   -                                                -                         (2,067)

flow hedges

                                                                                                                              (2,067)
 Actuarial loss on defined benefit pension plans           -         -         -            -            -         (6,727)    (6,727)                               -                         (6,727)
 Tax on other comprehensive income                         -         -         -            -            440)      1,795      2,235                                 -                         2,235
 Total other comprehensive income/(loss)                   -         -         21,877       -            (1,627)   (4,932)    15,318                                51                        15,369
 Total comprehensive income                                -         -         21,877       -            (1,627)   88,311     108,561                               9                         108,570

 Non-controlling interest on newly established subsidiary  -         -         -            -            -         -          -                                     1,415                     1,415
 Transactions with owners, recorded directly in equity
 Equity settled share-based payment transactions           -         -         -            -            -         1,790      1,790                                 -                         1,790
 Tax on equity settled share-based payment transactions    -         -         -            -            -         (987)                                                                      (987)

                                                                                                                              (987)                                 -
 Share options exercised by employees                      2         1,131     -            -            -         -          1,133                                 -                         1,133
 Own ordinary shares acquired                              -         -         -            -            -         (3,475)    (3,475)                               -                         (3,475)
 Own ordinary shares awarded under share schemes           -         -         -            -            -         2,765)     2,765                                 -                         2,765
 Dividends                                                 -         -         -            -            -         (55,384)   (55,384)                              -                         (55,384)
 Balance at 31 December 2022                               4,304     19,959    31,352       1,716        (799)     531,951    588,483                               1,424                     589,907

 Profit for the year                                       -         -         -            -            -         113,135    113,135                               353                       113,488
 Other comprehensive income
 Foreign exchange translation differences                  -         -         (20,201)     -            -         -          (20,201)                              (70)                      (20,271)
 Effective portion of changes in fair value of cash        -         -         -            -            1,841     -          1,841                                 -                         1,841

flow hedges
 Actuarial loss on defined benefit pension plans           -         -         -            -            -         (9,875)    (9,875)                               -                         (9,875)
 Tax on other comprehensive (loss)/income                  -         -         -            -            (444)     2,153      1,709                                 -                         1,709
 Total other comprehensive (loss)/income                   -         -         (20,201)     -            1,397     (7,722)    (26,526)                              (70)                      (26,596)
 Total comprehensive (loss)/income                         -         -         (20,201)     -            1,397     105,413    86,609                                283                       86,892

 Transactions with owners, recorded directly in equity
 Equity settled share-based payment transactions           -         -         -            -            -         2,282      2,282                                 -                         2,282
 Tax on equity settled share-based payment transactions    -         -         -            -            -         43         43                                    -                         43
 Share options exercised by employees                      2         1,045     -            -            -         -          1,047                                 -                         1,047
 Own ordinary shares acquired                              -         -         -            -            -         (2,444)    (2,444)                               -                         (2,444)
 Own ordinary shares awarded under share schemes           -         -         -            -            -         3,388      3,388                                 -                         3,388
 Dividends                                                 -         -         -            -            -         (58,820)   (58,820)                              -                         (58,820)
 Balance at 31 December 2023                               4,306     21,004    11,151       1,716        598       581,813    620,588                               1,707                     622,295

 

 

Detailed explanations for equity capital, the translation reserve, capital
redemption reserve and hedging reserve can be seen in note 7.

 

 

Consolidated statement of cash flows

For the year ended 31 December 2023

 

                                                                        Notes            2023                2022

                                                                               2023      £000      2022      £000

                                                                               £000                £000
 Cash flows from operating activities
 Profit for the year                                                           113,488             93,201
 Adjustments for:
 Amortisation of acquired intangibles                                          2,110               7,051
 Other adjustments                                                      4      13,598              12,587
 Amortisation and impairment of software and development costs                 2,352               1,436
 Depreciation                                                                  13,533              14,933
 Equity settled share-based payment expense                                    5,670               4,601
 Profit on sale of property, plant and equipment                               (342)               (159)
 Finance income                                                                (5,301)             (3,049)
 Finance expense                                                               3,430               2,554
 Income tax expense                                                            37,150              30,901
                                                                               185,688             164,056
 Decrease/(increase) in inventories                                            5,490               (19,479)
 Increase in trade and other receivables                                       (10,488)            (32,591)
 Increase/(decrease) in trade and other payables                               1,399               (2,902)
 Operating cash flow impact of other adjustments                        4      (13,496)            (12,056)
 Difference between pension charge and cash contribution                       (26,628)            (6,979)
 Increase/(decrease) in provisions                                             216                 (383)
 Increase in employee benefits                                                 15,538              67
                                                                               157,719             89,733
 Income taxes paid                                                             (32,825)            (30,221)
 Net cash flows from operating activities                                                124,894             59,512
 Investing activities
 Purchase of property, plant and equipment                                     (7,306)             (8,291)
 Purchase of intangible assets                                                 (2,089)             (2,066)
 Development costs capitalised                                                 (2,411)             (2,541)
 Sale of property, plant and equipment                                         1,883               4,629
 Acquisition of business (net of cash acquired)                                (18,399)            -
 Settlement of hedging derivatives                                             937                 9
 Interest received                                                             3,927               751
 Net cash flows from investing activities                                                (23,458)            (7,509)
 Financing activities
 Issue of ordinary share capital                                               1,047               1,133
 Own ordinary shares acquired                                                  (2,444)             (3,475)
 Interest paid                                                                 (936)               (817)
 Repayment of bank loans                                                       -                   (694)
 Repayment of lease liabilities                                                (3,699)             (3,966)
 Dividends paid on ordinary shares                                             (58,820)            (55,384)
 Receipt from non-controlling interest in newly established subsidiary         -                   1,415
 Net cash flows from financing activities                                                (64,852)            (61,788)
 Net decrease in cash and cash equivalents                                               36,584              (9,785)
 Cash and cash equivalents at 1 January                                                  114,770             123,474
 Effect of exchange rate fluctuations on cash held                                       (4,982)             1,081
 Cash and cash equivalents at 31 December                                                146,372             114,770

 

Notes to the Group Financial Statements

For the year ended 31 December 2023

 

Except where indicated, values in these notes are in £000.

 

Rotork plc is a public company limited by shares, registered and domiciled in
England. The consolidated financial statements of the Company for the year
ended 31 December 2023 comprise the Company and its subsidiaries (together
referred to as the Group).

 

1. Accounting policies

The accounting policies applied in the preparation of these consolidated
financial statements are set out below. These policies have been consistently
applied to the years presented, unless otherwise stated.

 

Basis of preparation

The consolidated financial statements of Rotork plc have been prepared in
accordance with UK-adopted international accounting standards and in
conformity with the requirements of the Companies Act 2006.

 

New accounting standards and interpretations

 

A number of amended standards became applicable for the current reporting
period. The application of these amendments has not had any material impact on
the disclosures, net assets or results of the Group.

 

New standards and interpretations not yet adopted

 

Further narrow scope amendments have been issued which are mandatory for
periods commencing on or after 1 January 2024. The application of these
amendments will not have any material impact on the disclosures, net assets or
results of the Group.

 

Adjustments to profit

Adjustments to profit are items of income and expense which, because of the
nature, size and/or infrequency of the events giving rise to them, merit
separate presentation. These specific items are presented as a footnote to the
income statement to provide greater clarity and an enhanced understanding of
the impact of these items on the Group's financial performance. In doing so,
it also facilitates greater comparison of the Group's underlying results with
prior periods and assessment of trends in financial performance. This split is
consistent with how underlying business performance is measured internally.

 

Adjustments to profit items may include but are not restricted to: costs of
significant business restructuring including any associated significant
impairments of intangible or tangible assets, adjustments to the fair value of
acquisition related items such as contingent consideration, acquired
intangible asset amortisation and other items considered to be significant due
to their nature or the expected infrequency of the events giving rise to them.

 

Going concern

The directors are satisfied that the Group has sufficient resources to
continue in operation for the foreseeable future, a period of not less than 12
months from the date of this report. Accordingly, we continue to adopt the
going concern basis in preparing the financial statements.

 

In forming this view, the macroeconomic conditions and the impact of
geo-political instability on the Group have been considered. The directors
have reviewed: the current financial position of the Group, which has net cash
of £134m and unused uncommitted overdraft facilities of £24m as at the year
end; the significant order book, which contains customers spread across
different geographic areas and industries; and the trading and cash flow
forecasts for the Group. A reverse stress test, where the Group's business
model would become unviable, has been performed and the directors believe
there is no reasonably possible scenario that would lead to the conditions
modelled in the reverse stress test.

 

The directors are satisfied that the Group has adequate resources to continue
operating as a going concern for the foreseeable future, and that no material
uncertainties exist with respect to this assessment. The Group also has a
number of mitigating actions that it can take at short notice to preserve
cash, for example reduction in capital programmes, dividend deferral and other
reductions in discretionary spend.

 

 

Consolidation

The consolidated financial statements incorporate the financial statements of
the Company and its subsidiaries for the year to 31 December 2023. The
financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date
control ceases. Intra-Group balances and any unrealised gains or losses or
income and expenses arising from intra-Group transactions are eliminated in
preparing the consolidated financial statements.

 

Status of this preliminary announcement

The financial information contained in this preliminary announcement does not
constitute the Company's statutory accounts for the years ended 31 December
2023 or 2022. Statutory accounts for 2022, which have been prepared in
accordance with UK-adopted international accounting standards and in
conformity with the requirements of the Companies Act 2006 have been delivered
to the registrar of companies. Those for 2023, will be delivered in due
course. The auditors have reported on those accounts; their reports were (i)
unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006. Full financial statements for the year ended 31 December
2023 will shortly be available to shareholders, and after adoption at the
Annual General Meeting on 30 April 2024 will be delivered to the
registrar.

 

2. Alternative performance measures

 

The Group uses adjusted figures as key performance measures in addition to
those reported under adopted IFRS, as management believe these measures
provide stakeholders with additional useful information to facilitate greater
comparison of the Group's underlying results with prior periods and assessment
of trends in financial performance.

 

The Group believes alternative performance measures, which are not considered
to be a substitute for, or superior to, IFRS measures, provide stakeholders
with additional helpful information on the performance of the business. These
alternative performance measures are consistent with how the business
performance is planned and reported within the internal management reporting
to the Board. Some of these measures are also used for the purpose of setting
remuneration targets.

 

The key alternative performance measures that the Group use include adjusted
profit measures and organic constant currency (OCC).

 

Explanations of how they are calculated and how they are reconciled to IFRS
statutory results are set out below.

 

a.     Adjusted operating profit

 

Adjusted operating profit is the Group's operating profit excluding the
amortisation of acquired intangible assets and other adjustments as defined in
note 1. Further details on these adjustments are given in note 4.

 

b.    Adjusted profit before tax

 

The adjustments in calculating adjusted profit before tax are consistent with
those in calculating adjusted operating profit above.

 

                                             2023     2022
 Profit before tax                           150,638  124,102
 Adjustments:
 Amortisation of acquired intangible assets  2,110    7,051
 Gain on disposal of property                (723)    (1,208)
 Business Transformation costs               13,097   8,868
 Other costs                                 1,224    1,372
 Russia market exit                          -        3,555
 Adjusted profit before tax                  166,346  143,740

 

 

c.     Adjusted basic and diluted earnings per share

Adjusted basic earnings per share is calculated using the adjusted net profit
attributable to the ordinary shareholders and dividing it by the weighted
average ordinary shares in issue (see note 8). Adjusted net profit
attributable to ordinary shareholders is calculated as follows:

 

                                                            2023     2022
 Net profit attributable to ordinary shareholders           113,488  93,201
 Adjustments:
 Amortisation of acquired intangible assets                 2,110    7,051
 Gain on disposal of property                               (723)    (1,208)
 Business Transformation costs                              13,097   8,868
 Other costs                                                1,224    1,372
 Russia market exit                                         -        3,555
 Tax effect on adjusted items                               (3,567)  (3,440)
 Adjusted net profit attributable to ordinary shareholders  125,629  109,399

 

Adjusted diluted earnings per share is calculated by using the adjusted net
profit attributable to ordinary shareholders and dividing it by the weighted
average ordinary shares in issue adjusted to assume conversion of all
potentially dilutive ordinary shares (see note 8).

 

d.    Adjusted dividend cover

 

Dividend cover is calculated as earnings per share divided by dividends per
share. Adjusted dividend cover is calculated as adjusted earnings per share as
defined in note 2c above divided by dividends per share.

 

e.    Total shareholder return

 

Total shareholder return is the movement in the price of an ordinary share
plus dividends during the year, divided by the opening share price.

 

f.     Return on capital employed

 

The return on capital employed ratio is used by management to help ensure that
capital is used efficiently.

 

                                                2023       2022
 Adjusted operating profit                      164,475    143,245
 Capital employed
 Shareholders' funds                            622,295    589,907
 Cash and cash equivalents                      (146,372)  (114,770)
 Interest bearing loans and borrowings          11,957     8,836
 Pension (surplus)/deficit net of deferred tax  (6,904)    6,065
 Capital employed                               480,976    490,038
 Average capital employed                       485,507    458,002
 Return on capital employed                     33.9%      31.3%

 

Average capital employed is defined as the average of the capital employed at
the start and end of the relevant year.

 

 

g.     Working capital as a percentage of revenue

 

Working capital as a percentage of revenue is monitored as control of working
capital is key to achieving our cash generation targets. It is calculated as
inventory plus trade receivables, less trade payables, divided by revenue.

 

h.    Organic constant currency (OCC)

 

OCC results remove the results of businesses acquired or disposed of during
the period that are not consistently presented in both periods' results. The
2023 results are restated at 2022 exchange rates.

 

Key headings in the income statement are reconciled to OCC as follows:

                             31 December  Currency adjustment                           OCC

                             2023                              Acquisition adjustment   31 December

                                                                                        2023
 Revenue                     719,150      11,857               (1,599)                  729,408
 Cost of sales               (380,054)    (6,233)              714                      (385,573)
 Gross margin                339,096      5,624                (885)                    343,835
 Overheads                   (174,621)    (1,454)              324                      (175,751)
 Adjusted operating profit   164,475      4,170                (561)                    168,084
 Interest                    1,871        (268)                54                       1,657
 Adjusted profit before tax  166,346      3,902                (507)                    169,741
 Adjusted taxation           (40,717)     (956)                137                      (41,536)
 Adjusted profit after tax   125,629      2,946                (370)                    128,205

 

i.      Cash conversion

 

Cash conversion is calculated as adjusted operating cash flow as a percentage
of adjusted operating profit. It is monitored to illustrate how efficiently
adjusted operating profits are converted into cash. Adjusted operating cash
flow is calculated as follows:

 

                                                          2023     2022
 Adjusted operating cash flow
 Operating cash flow                                      157,719  89,733
 Operating cash flow impact of other adjustments          13,496   12,056
 Difference between pension charge and cash contribution  26,628   6,979
 Adjusted operating cash flow                             197,843  108,768
 Adjusted operating profit                                164,475  143,245
 Cash conversion                                          120%     76%

 

 

3. Operating segments

 

The three identifiable operating segments where the financial and operating
performance is reviewed monthly by the chief operating decision maker are as
follows:

Oil & Gas

Chemical, Process & Industrial

Water & Power

 

Each of our customers is allocated to a division. Sales to that customer,
along with all directly associated costs of that sale, are reported under the
division to which that customer is allocated. Where some of our customers sell
into multiple end markets, a lead end market is identified. Sales to these
customers will generally be allocated to the lead end market unless the sale
is of significance and an alternative end market has been identified, in which
case it will be reported under the alternative end market.

 

For all costs not directly attributed to a sale, these are allocated across
the three divisions within each of our businesses. There are some costs that
are directly attributable to a division, but most support costs and facility
costs are not directly attributable to a division and are generally allocated
based on split of revenue. Amortisation of acquired intangible assets is
allocated based on the split of revenue of the entity to which the asset
relates.

 

Unallocated expenses comprise corporate expenses.

 

Geographic analysis

Rotork has a worldwide presence in all three operating segments through its
subsidiary selling offices and through an agency network. A full list of
locations can be found at www.rotork.com.

 

Analysis by operating segment:

 

                                                Oil & Gas      Chemical, Process & Industrial      Water & Power      Unallocated  Group

                                                2023           2023                                2023               2023         2023
 Revenue from external customers                328,391        213,712                             177,047            -            719,150
  Adjusted operating profit*                    83,627         51,253                              46,445             (16,850)     164,475
  Amortisation of acquired intangible assets    (1,100)        (848)                               (162)              -            (2,110)
 Segment result                                 82,527         50,405                              46,283             (16,850)     162,365
 Other adjustments                                                                                                                 (13,598)
 Operating profit                                                                                                                  148,767
 Net finance income                                                                                                                1,871
 Income tax expense                                                                                                                (37,150)
 Profit for the year                                                                                                               113,488

 

 

 

                                                Oil & Gas      Chemical, Process & Industrial      Water & Power      Unallocated  Group

                                                2022           2022                                2022               2022         2022
 Revenue from external customers                283,266        198,355                             160,191            -            641,812
  Adjusted operating profit*                    63,960         51,206                              40,293             (12,214)     143,245
  Amortisation of acquired intangible assets    (5,063)        (1,410)                             (578)              -            (7,051)
 Segment result                                 58,897         49,796                              39,715             (12,214)     136,194
 Other adjustments                                                                                                                 (12,587)
 Operating profit                                                                                                                  123,607
 Net finance income                                                                                                                495
 Income tax expense                                                                                                                (30,901)
 Profit for the year                                                                                                               93,201

 

*Adjusted operating profit is operating profit before the amortisation of
acquired intangible assets and other adjustments (see note 4).

 

                               Oil & Gas      Chemical, Process & Industrial      Water & Power      Unallocated  Group

                               2023           2023                                2023               2023         2023
 Depreciation                  6,180          4,022                               3,331              -            13,533
 Amortisation:
 - Acquired intangible assets  1,100          848                                 162                -            2,110
 - Development costs           774            504                                 417                -            1,695

 

                               Oil & Gas      Chemical, Process & Industrial      Water & Power      Unallocated  Group

                               2022           2022                                2022               2022         2022
 Depreciation                  6,591          4,615                               3,727              -            14,933
 Amortisation:
 - Acquired intangible assets  5,063          1,410                               578                -            7,051
 - Development costs           1,239          701                                 868                -            2,808

 

Balance sheets are reviewed by subsidiary and operating segment balance sheets
are not prepared. Therefore no further analysis of operating segments assets
and liabilities is presented.

 

Geographical analysis:

 

 Revenue by location of subsidiary  2023     2022
 UK                                 75,568   55,146
 Italy                              65,553   52,997
 Rest of Europe                     105,293  96,627
 USA                                141,046  129,499
 Other Americas                     59,419   44,161
 China                              102,133  120,188
 Rest of World                      170,138  143,194
                                    719,150  641,812

4. OTHER ADJUSTMENTS

 

Refer to note 1 for details on the adjustments to profit, including an
explanation of 'other adjustments'.

 

The other adjustments to profit included in statutory profit are as follows:

                                2023      2022
 Gain on disposal of property   723       1,208
 Other costs                    (1,224)   (1,372)
 Business Transformation costs  (13,097)  (8,868)
 Russia market exit             -         (3,555)
 Other adjustments              (13,598)  (12,587)

 

Gain on disposal of property

The £723,000 (2022: £1,208,000) gain on disposal of property relates to the
sales of property in Ballarat, Australia and Radstock, UK. These disposals are
the last of the Growth Acceleration Programme operational footprint actions.

Other costs

£1,224,000 (2022: £1,372,000) of other costs have been incurred, largely in
relation to acquisition and pension buy-in advisory costs.

Business Transformation costs

During the year £13,097,000 (2022: £8,868,000) of costs were incurred on
Business Transformation. The multi-year transformation includes the
implementing and integrating of common systems and processes throughout the
Group, including a new cloud-based ERP system. This brings the total expensed
under the programme to £44,920,000. These costs were expensed as they do not
meet the capitalisation criteria under IAS 38. Costs include an allocation of
personnel expenses in respect of employees directly involved in the programme.

 

The new ERP system launched at the Bath, UK factory in Q1 2023 and also went
live at the Head Office site in Q3 2023. These costs will continue to be
reported in adjusted items. Over the next 3 - 3.5 years we will deploy the
Business Transformation programme, including the new ERP system, across all
other Group entities at an estimated further cost of £45m to £50m.

 

Russia market exit

The Russia market exit costs are in relation to the ceasing of operations in
Russia and the impairment of the gross assets of the Russian entity.

 

Income statement disclosure

All adjustments are included in administrative expenses. The adjustments are
taxable or tax deductible in the country in which the expense is incurred.

 

Cash flow statement disclosure

Other adjustments have a net operating cash outflow of £13,496,000 (2022:
£12,056,000) and a net investing cash inflow of £955,000 (2022:
£4,049,000).

 

5. finance Income and EXPENSE

                                                    2023   2022
 Interest income                                    4,203  1,235
 Net interest income on pension scheme liabilities  352    -
 Foreign exchange gains                             746    1,814
 Finance income                                     5,301  3,049

 

 

                                                    2023     2022
 Interest expense                                   (807)    (744)
 Interest expense on lease liabilities              (495)    (406)
 Net interest charge on pension scheme liabilities  -        (110)
 Foreign exchange losses                            (2,128)  (1,294)
 Finance expense                                    (3,430)  (2,554)

 

6. Income tax expense

                                                               2023    2023     2022     2022
 Current tax:
 UK corporation tax on profits for the year                    4,865            3,173
 Adjustment in respect of prior years                          435              (942)
                                                                       5,300             2,231
 Overseas tax on profits for the year                          32,091           30,242
 Adjustment in respect of prior years                          146              (287)
                                                                       32,237            29,955
 Total current tax                                                     37,537            32,186
 Deferred tax:
 Origination and reversal of other temporary differences       1,187            (1,935)
 Impact of rate change                                         (591)            252
 Adjustment in respect of prior years                          (983)            398
 Total deferred tax                                                    (387)             (1,285)
 Total tax charge for year                                             37,150            30,901
 Profit before tax                                                     150,638           124,102
 Profit before tax multiplied by the blended standard rate of          35,400            23,579

corporation tax in the UK of 23.5% (2022: 19.0%)
 Effects of:
 Different tax rates on overseas earnings                              4,552             9,339
 Permanent differences                                                 (118)             404
 Losses not recognised                                                 166               93
 Tax incentives                                                        (1,587)           (1,935)
 Impact of rate change                                                 (861)             252
 Adjustments to tax charge in respect of prior years                   (402)             (831)
 Total tax charge for year                                             37,150            30,901
 Effective tax rate                                                    24.7%             24.9%
 Adjusted profit before tax (note 2b)                                  166,346           143,740
 Total tax charge for the year                                         37,150            30,901
 Amortisation of acquired intangible assets                            286               1,109
 Business Transformation costs                                         3,220             2,217
 Other adjustments (note 4)                                            61                114
 Adjusted total tax charge for the year                                40,717            34,341
 Adjusted effective tax rate                                           24.5%             23.9%

 

 

A tax credit of £43,000 (2022: charge of £987,000) in respect of share-based
payments has been recognised directly in equity in the year.

The effective tax rate for the year is 24.7% (2022: 24.9%). The adjusted
effective tax rate is 24.5% (2022: 23.9%) and is lower than the effective tax
rate for the year principally because of the tax treatment of expenses
included in other adjustments.

 

The adjusted effective tax rate has increased from 23.9% in 2022 to 24.5% in
2023, principally because of an increase in the UK corporation tax rate.  The
UK corporation tax rate increased from 19% to 25% on 1 April 2023 leading to a
blended rate of 23.5% in the Accounting Period.  The Group expects its
adjusted effective tax rate to continue to move in line with the trends in
corporate tax rates in the jurisdictions where Rotork operates.  The adjusted
effective tax rate will continue to be higher than the standard UK rate
principally due to higher rates of tax in China, the US, Germany and India.

On 20 June 2023 legislation was substantively enacted in the UK to introduce
the OECD's Pillar Two global minimum tax rules together with a UK qualified
domestic minimum top-up tax, with effect from 1 January 2024.  Under the
legislation Rotork plc will be required to pay to the UK tax authorities
top-up tax on profits of its subsidiaries that are taxed at an effective tax
rate of less than 15 per cent.

Based on Pillar Two impact assessments carried out on prior years' data,
Rotork plc considers that Pillar Two will not have a material impact on its
current tax expense in future years.

The Group has applied the mandatory temporary IAS 12 exception from the
accounting requirements for deferred taxes in IAS 12, such that the group will
not recognise or disclose information on deferred tax assets and liabilities
related to Pillar Two income taxes.

The Group is continuing to assess the impact of the Pillar Two income taxes
legislation on its future financial performance.

There is an unrecognised deferred tax liability for temporary differences
associated with investments in subsidiaries. Rotork plc controls the dividend
policies of its subsidiaries and the timing of the reversal of the temporary
differences. The value of temporary differences associated with unremitted
earnings of subsidiaries for which deferred tax has not been recognised is
£320,839,000 (2022: £272,249,000).

 

7. Capital and reserves

                                      0.5p Ordinary  £1 Non-      0.5p Ordinary  £1 Non-

                                      shares         redeemable   shares         redeemable

                                      issued         preference   issued         preference

                                      and fully      shares       and fully      shares

                                      paid up        2023         paid up        2022

                                      2023                        2022
 At 1 January                         4,304          40           4,302          40
 Issued under employee share schemes  2              -            2              -
 Share buyback programme              -              -            -              -
 At 31 December                       4,306          40           4,304          40
 Number of shares (000)               861,201                     860,771

 

The ordinary shareholders are entitled to receive dividends as declared and
are entitled to vote at meetings of the Company.

 

Share issue

The Group received proceeds of £1,047,000 (2022: £1,133,000) in respect of
the 429,946 (2022: 494,972) ordinary shares issued during the year: £2,000
(2022: £2,000) was credited to share capital and £1,045,000 (2022:
£1,131,000) to share premium.

 

Own shares held

Within the retained earnings reserve are own shares held. The Group acquired
773,000 of its own shares during the year (2022: 1,124,000). The total amount
paid to acquire the shares was £2,444,000 (2022: £3,475,000), and this has
been deducted from shareholders' equity. During the year, 1,038,000 (2022:
793,000) ordinary shares were released to satisfy share plan awards. The
investment in own shares held is £4,314,000 (2022: £6,000,000) and
represents 1,566,000 (2022: 1,831,000) ordinary shares of the Company held in
trust for the benefit of directors and employees for future payments under the
Share Incentive Plan and Long Term Incentive Plan. The dividends on these
shares have been waived.

7. Capital and reserves (continued)

 

Preference shares

The preference shareholders take priority over the ordinary shareholders when
there is a distribution upon winding up the Company or on a reduction of
equity involving a return of capital. The holders of preference shares are
entitled to vote at a general meeting of the Company if a preference dividend
is in arrears for six months or the business of the meeting includes the
consideration of a resolution for winding up the Company or the alteration of
the preference shareholders' rights.

 

Translation reserve

The translation reserve comprises all foreign exchange differences arising
from the translation of the financial statements of foreign operations.

 

Capital redemption reserve

The capital redemption reserve arises when the Company redeems shares wholly
out of distributable profits.

 

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net
change in the fair value of cash flow hedging instruments that are determined
to be an effective hedge.

 

Dividends

The following dividends were paid in the year per qualifying ordinary share:

                                                                     2023           2023    2022

                                                                     Payment date
 4.30p final dividend for 2022 (final dividend for 2021: 4.05p)      24 May         36,926  34,787
 2.55p interim dividend for 2023 (interim dividend for 2022: 2.40p)  22 September   21,894  20,597
                                                                                    58,820  55,384

 

After the balance sheet date the following dividends per qualifying ordinary
share were proposed by the directors. The dividends have not been provided
for.

                                                        2023    2022
 Final proposed dividend per qualifying ordinary share
 4.65p                                                  40,046  -
 4.30p                                                  -       37,013

 

8. Earnings per share

 

Basic earnings per share

Earnings per share is calculated for both the current and previous years using
the profit attributable to the ordinary shareholders for the year. The
earnings per share calculation is based on 859.3m shares (2022: 858.9m shares)
being the weighted average number of ordinary shares in issue (net of own
ordinary shares held) for the year.

                                                             2023     2022
 Net profit attributable to ordinary shareholders            113,488  93,201
 Weighted average number of ordinary shares
 Issued ordinary shares at 1 January                         858,940  858,776
 Effect of own shares held                                   198      6
 Effect of shares issued under Sharesave plans               122      167
 Weighted average number of ordinary shares during the year  859,260  858,949
 Basic earnings per share                                    13.2p    10.9p

 

 

Adjusted basic earnings per share

Adjusted basic earnings per share is calculated for both the current and
previous years using the profit attributable to the ordinary shareholders for
the year after adding back the after tax impact of the adjustments. The
reconciliation showing how adjusted net profit attributable to ordinary
shareholders is derived is shown in note 2.

                                                             2023     2022
 Adjusted net profit attributable to ordinary shareholders   125,629  109,399
 Weighted average number of ordinary shares during the year  859,260  858,949
 Adjusted basic earnings per share                           14.6p    12.7p

 

Diluted earnings per share

Diluted earnings per share is based on the profit for the year attributable to
the ordinary shareholders and 862.4m shares (2022: 860.6m shares). The number
of shares is equal to the weighted average number of ordinary shares in issue
(net of own ordinary shares held) adjusted to assume conversion of all
potentially dilutive ordinary shares. The Company has two categories of
potentially dilutive ordinary shares: those share options granted to employees
under the Sharesave plan where the exercise price is less than the average
market price of the Company's ordinary shares during the year and contingently
issuable shares awarded under the Long Term Incentive Plan (LTIP).

                                                                       2023     2022
 Net profit attributable to ordinary shareholders                      113,488  93,201
 Weighted average number of ordinary shares (diluted)
 Weighted average number of ordinary shares for the year               859,260  858,949
 Effect of Sharesave options                                           730      562
 Effect of LTIP share awards                                           2,398    1,119
 Weighted average number of ordinary shares (diluted) during the year  862,388  860,630
 Diluted earnings per share                                            13.2p    10.8p

 

Adjusted diluted earnings per share

                                                                       2023     2022
 Adjusted net profit attributable to ordinary shareholders             125,629  109,399
 Weighted average number of ordinary shares (diluted) during the year  862,388  860,630
 Adjusted diluted earnings per share                                   14.6p    12.7p

 

9. Employee benefits

                                                         2023    2022
 Recognised liability for defined benefit obligations    -       8,006
 Other pension scheme liabilities                        673     158
 Employee bonuses                                        25,497  11,524
 Employee indemnity provision                            2,016   1,925
 Other employee benefits                                 5,765   5,542
                                                         33,951  27,155
 Non-current                                             4,197   11,955
 Current                                                 29,754  15,200
                                                         33,951  27,155

 

 

10. Related parties

The Group has a related party relationship with its subsidiaries and with its
directors and key management. Transactions between two subsidiaries for the
sale and purchase of products or the subsidiary and parent Company for
management charges are priced on an arm's length basis.

 

Financial calendar

 5 March 2024      Preliminary announcement of annual results for 2023
 18 April 2024     Ex-dividend date for proposed final 2023 dividend
 19 April 2024     Record date for proposed final 2023 dividend
 24 May 2024       Payment date for proposed final 2023 dividend
 30 April 2024     Announcement of trading update
 30 April 2024     Annual General Meeting to be held at Bailbrook House Hotel, Eveleigh Avenue,
                   London Road West, Bath, Somerset, BA1 7JD
 6 August 2024     Announcement of interim financial results for 2024
 20 November 2024  Announcement of trading update

 

 

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