REG - SIG PLC - Half Yearly Report <Origin Href="QuoteRef">SHI.L</Origin> - Part 3
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8. Reconciliation of net cash flow to movements in net debt
Unaudited six months ended 30 June 2015 Unaudited six months ended 30 June 2014 Audited year ended 31 December 2014
£m £m £m
Decrease in cash and cash equivalents in the period (0.8) (10.4) (2.7)
Cash flow from (increase)/decrease in debt (68.6) 0.6 0.7
Increase in net debt resulting from cash flows (69.4) (9.8) (2.0)
Debt added on acquisition (0.9) (0.1) (0.1)
Non-cash items* (4.1) (2.4) (3.8)
Exchange differences 5.9 2.0 0.2
Increase in net debt in the period (68.5) (10.3) (5.7)
Net debt at beginning of the period (126.9) (121.2) (121.2)
Net debt at end of the period (195.4) (131.5) (126.9)
* Non-cash items includes the fair value movement of debt recognised in the period which does not give rise to a cash inflow or outflow. Net debt is defined as the net of cash and cash equivalents, deferred consideration, other financial assets, bank overdrafts, derivative financial instruments, loan notes, private placement notes, bank loans and obligations under finance lease contracts.
9. Financial instruments fair value disclosures
At the balance sheet date the Group held the following financial instruments at fair value:
Unaudited six months ended 30 June 2015 Unaudited six months ended 30 June 2014 Audited year ended 31 December 2014
£m £m £m
Financial assets
Derivative financial instruments 30.4 23.1 33.9
Other financial assets 1.9 - 0.9
Deferred consideration 1.5 1.5 1.5
33.8 24.6 36.3
Financial liabilities
Derivative financial instruments 1.0 0.5 1.1
Loan notes 1.9 - 1.9
Contingent consideration 16.8 0.6 12.6
19.7 1.1 15.6
The derivative financial instruments above all have fair values which are calculated by reference to observable inputs (i.e.
classified as level 2 in the fair value hierarchy). The fair values of these derivative financial instruments, adjusted for
credit risk, are calculated by discounting the associated future cash flows to net present values using appropriate market rates
prevailing at the balance sheet date. The contingent consideration is calculated based on management's forecasts for the
business over the earn-out period (i.e. classified as level 3 in the fair value hierarchy). The fair value of contingent
consideration is calculated by discounting the associated future cash flows to net present values using appropriate market rates
prevailing at the balance sheet date. The carrying value of financial assets and liabilities that are recorded at amortised cost
in the accounts is approximately equal to their fair value.
10. Called up share capital
Unaudited six months ended 30 June 2015 Unaudited six months ended 30 June 2014 Audited year ended 31 December 2014
£m £m £m
Authorised:
800,000,000 ordinary shares of 10p each (30 June 2014: 800,000,000; 31 December 2014: 800,000,000) 80.0 80.0 80.0
Allotted, called up and fully paid:
591,155,750 ordinary shares of 10p each (30 June 2014: 591,100,447; 31 December 2014: 591,137,803) 59.1 59.1 59.1
The Company allotted 17,947 shares during the period (30 June 2014: nil; 31 December 2014: 37,356).
Notes to the Condensed Interim Financial Statements (Continued)
11. Retirement benefit schemes
Defined benefit schemes
The Group operates a number of pension schemes, five of which provide defined
benefits based upon pensionable salary. One of these schemes has assets held
in a separate trustee administered fund, and four are overseas book reserve
schemes. The UK defined benefit pension scheme obligation is calculated on a
year to date basis, using the latest triennial valuation as at 31 December
2013.
The IAS 19 valuation conducted as at 31 December 2014 has been updated to
reflect current market conditions, and as a result an actuarial loss of £3.2m
and an associated deferred tax credit of £0.5m have been recognised within the
Condensed Consolidated Statement of Comprehensive Income.
12. Interim dividend
An interim dividend of 1.69p per share has been declared for the period (30
June 2014: 1.42p). In accordance with IAS 10 "Events After the Balance Sheet
Date", dividends declared after the balance sheet date are not recognised as a
liability in the financial statements.
The final dividend for the year ended 31 December 2014 of 2.98p per share has
been recognised as a distribution to equity holders in the period.
13. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and have therefore not been
disclosed.
SIG has a shareholding of less than 0.1% in a German purchasing co-operative.
Net purchases from this co-operative (on commercial terms) totalled £101m in
the period to 30 June 2015 (30 June 2014: £131m; 31 December 2014: £311m). At
the balance sheet date trade payables in respect of the co-operative amounted
to £18m (30 June 2014: £14m; 31 December 2014: £9m).
In the period to 30 June 2015, SIG incurred expenses of £0.1m (30 June 2014:
£0.2m; 31 December 2014: £0.3m) on behalf of the SIG plc Retirement Benefits
Plan, the UK defined benefit pension scheme.
The Group has provided a loan of £0.1m (30 June 2014: £0.1m, 31 December 2014:
£0.1m) to Passive Fire Protection (PFP) UK Limited, a jointly controlled
entity.
The Group has not identified any other material related party transactions in
the six month period to 30 June 2015.
14. Risks and uncertainties
The principal risks and uncertainties which could have a material impact upon
the Group's performance over the remaining six months of the 2015 financial
year have not changed significantly from those set out on pages 16 to 19 of
the Strategic Report included in the Group's 2014 Annual Report and Accounts.
These risks and uncertainties include, but are not limited to:
(1) market conditions;
(2) competitors and margin management;
(3) commercial relationships;
(4) government legislation;
(5) debt;
(6) working capital and credit management;
(7) IT infrastructure and cyber security; and
(8) availability and quality of key resources.
The primary risk affecting the Group for the remaining six months of the year
is the level of market demand in the markets in which SIG operates. SIG's
diverse market sectors are affected by macroeconomic factors which limit
visibility and therefore render the short to medium-term outlook difficult to
predict. The "Group outlook" section of the Trading Review details the current
assessment of the markets in which the Group operates.
15. Seasonality
The Group's operations are not normally affected by significant seasonal
variations between the first and second halves of the calendar year, and it is
likely that the seasonality experienced in 2015 will be largely consistent
with that experienced historically.
Independent review report to SIG plc
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2015 which comprises the Condensed Consolidated Income Statement, the
Condensed Consolidated Balance Sheet, the Condensed Consolidated Statement of
Changes in Equity, the Condensed Consolidated Cash Flow Statement and related
notes 1 to 15. We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed set of
financial statements.
This report is made solely to the company in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim
Financial Information Performed by the Independent Auditor of the Entity"
issued by the Auditing Practices Board. Our work has been undertaken so that
we might state to the company those matters we are required to state to it in
an independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our review work, for this report, or for the conclusions
we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with IFRSs as adopted by the European Union. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with International Accounting Standard
34 "Interim Financial Reporting" as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review.
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the financial report
for the six months ended 30 June 2015 is not prepared, in all material
respects, in accordance with International Accounting Standard 34 as adopted
by the European Union and the Disclosure and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
Leeds, UK
10 August 2015
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