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REG - SigmaRoc PLC - Interim results

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RNS Number : 0194Z  SigmaRoc PLC  12 September 2022

12 September 2022

 

 

(EPIC: SRC / Market: AIM / Sector: Construction Materials)

 

 

SIGMAROC PLC

('SigmaRoc', the 'Company' or the 'Group')

 

Interim Results

 

SigmaRoc plc, the AIM listed buy-and-build quarried materials group, is
pleased to announce its unaudited interim results for the six months ended 30
June 2022.

 

 

Highlights

 

Financial highlights

                               30 June 2022  30 June 2021  Change
 Revenue                       £247.1m       £84.8m        191.5%
 Underlying EBITDA             £47.6m        £15.2m        212.2%
 Underlying profit before tax  £29.1m        £8.7m         233.7%
 Underlying EPS                3.61p         2.68p         34.7%
 Cash and cash equivalents     £46.4m        £19.9m        132.9%

Underlying results are stated before acquisition related expenses, certain
finance costs, redundancy and reorganisation costs, impairments, amortisation
of acquisition intangibles and share option expense. References to an
underlying profit measure throughout this Annual Report are defined on this
basis. Pro-forma financial information is presented on a like-for-like basis
adjusting for impact of any acquisitions or non-recurring events.

 

Financial highlights

 

·      Strong first half of 2022, demonstrating the effectiveness of the
Group's diversified model

·      Revenue of £247m, 17% ahead of prior year on a pro-forma basis

·      EBITDA of £47.6m, 6% ahead of prior year on a pro-forma basis
reflecting pass through and management of inflationary cost increases

·      Underlying operating cash generation of £22 million, with
leverage within the Group's target range

 

Strategic highlights

 

·      Ongoing focus on efficiency with further improvement initiatives
implemented across the portfolio

·      Continued very strong momentum in uptake of our Greenbloc,
ultra-low carbon products technology, with roll out across our concrete ranges
and new capacity investment

·      Acquisitions of Johnston and RightCast completed in the first
half

·      Published maiden ESG report with net-zero target set for 2040

·      Creation of quicklime division at Nordkalk based on strong
technical competencies

·      Joint venture agreement signed with ArcelorMittal post period end

 

Outlook

 

·      H2 trading started well, benefitting from the Group's
diversification

·      Demand remains good  for both housing and infrastructure, as
well as for industrial minerals

·      Continue to focus on inflationary cost management, particularly
energy, with further operational improvement initiatives to be implemented

·      The Board is cognisant of the macro-economic backdrop, but the
Group is well placed to make further financial and strategic progress in H2

·      The long term potential remains exciting, with significant
opportunities to extend our geographical reach and product offering across a
range of markets for high quality construction materials and industrial
minerals

 

 

David Barrett, Executive Chairman, commented:

 

"I am extremely pleased with the performance of the Group considering the
challenges faced in the last six months. Furthermore, Johnston Quarry Group
and RightCast are excellent additions to the Group and fit the SigmaRoc model
well. The Group remains well positioned for growth and evolution in the coming
months and years, as clearly demonstrated by the very exciting development
with ArcelorMittal."

 

Max Vermorken, CEO, commented:

 

"Amidst a new set of challenges in the first half of the year, the Group once
again demonstrates its drive and agility. We closed the first six months of
2022 well on track while successfully managing inflationary pressures across
the Group, the industrial action in Finland and the consequences of the
Ukraine conflict.

 

Our focus for the second half remains on numerous strategic projects including
our industry leading ESG commitments and our partnership with ArcelorMittal
for green quicklime, while continuing to look for further opportunities to
grow."

 

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

 

An investor and analyst call will take place at 8.00 a.m. today. To
participate in the results call, please register your interest via the
following links:

 

URL: https://us06web.zoom.us/webinar/register/WN_kiNoUHiWT0uEE_3l4R5Cvw

 

Should you wish to ask questions of management, there will be an online
Q&A facility to log any questions. It may not be possible for all
questions to be heard during the call.

 

Any large investor or analyst wishing to arrange a one to one call with the
Company, should contact ir@sigmaroc.com or one of the Company's Joint Brokers
via the relevant contact details below.

 

Information on the Company is available on its website at www.sigmaroc.com.

 

Enquiries:

 

 SigmaRoc plc                                       Tel: +44 (0) 207 002 1080

 Max Vermorken

 Liberum Capital (Co-Broker and Nominated Adviser)  Tel: +44 (0) 203 100 2000

 Neil Patel / Jamie Richards / Ben Cryer

 Peel Hunt (Co-Broker)                              Tel: +44 (0) 20 7418 8900

 Mike Bell / Ed Allsopp

 Investor Relations                                 Tel: +44 (0) 207 002 1080

 Dean Masefield                                     ir@sigmaroc.com

 

 

EXECUTIVE STATEMENT

When COVID-19 hit, our business model showed its inherent flexibility and our
teams their drive and agility. 2022 produced new challenges and yet again our
agility and flexibility showed its true value. We closed the first half of
2022 well on track with market expectations. Our central team was able to find
savings and efficiency gains to compensate for unexpected breakdowns and union
strikes. Our commercial teams locally were able to deal with inflationary cost
pressures, leveraging the strategic location of our footprint and our customer
relationships. Our operators were able to react with agility to an
increasingly challenging energy market, production requirements and customer
demand. We are pleased that the quality of our operators, the inherent
diversification in our model and our strong local market positions have
demonstrated their true value in a time of rapid changes and multiple
challenges.

 

The Group reported underlying revenue of £247.1 million, representing a
191.5% year-on-year increase, and an underlying EBITDA of £47.6 million,
being an uplift of 212.2% year-on-year. Underlying profit before tax was
£29.1 million and underlying EPS was 3.61p representing a 34.7% improvement
year-on-year. Revenue and underlying EBITDA have increased primarily due to
the inclusion of Nordkalk which was acquired in August 2021, together with the
additions of Johnston and RightCast. On a pro-forma adjusted basis revenue and
EBITDA grew by 18% and 6%, respectively, in the first half.

 

The strong trading performance and continuation of careful and effective cash
management strategies has led to a strong cash position at 30 June 2022 of
£46.4 million. Whilst the Group has continued its investment led growth
strategy with the acquisitions of Johnston and RightCast, for a total initial
consideration of £38 million, the Group's Adjusted Leverage Ratio at 30 June
2022 had reduced to 2.24x, which is within our long term target range.

 

 

Operating performance

 

The majority of Group businesses performed ahead of the Board's expectations
during the first half of 2022, which enabled the Company to offset the impact
of the union strike at our leading pulp and paper customer in the first
quarter.

 

In the Channel Islands phasing of significant construction projects created a
modest decline in demand early in the year, but with residential development
still buoyant in Jersey, and with rising confidence in Guernsey, targets for
the half year were exceeded. The residential sector is expected to remain
strong and, with more favourable project phasing coming through in H2, we
anticipate good sales volumes through the rest of the year.

 

PPG continued its strong performance, with demand consistent across the period
and cost increases passed-on through regular price increases. Allen Concrete
continued its strong volume trend from 2021, Poundfield had a slightly subdued
start to the year but closed the period with a very busy bespoke projects
division and CCP operated at close to maximum capacity, with additional shifts
added to meet the rising demand.

 

Our rebranded England & Wales platform traded well after recovering from a
challenging start at Harries and the inclusion of Johnston from February.
Revenue for Harries was strong throughout the period, but margin performance
was impacted in January and February as a result of equipment issues which
increased maintenance and plant hire costs. This has been recovered by
improved margins through a combination of premium aggregate product sales and
operating cost efficiencies. At Johnston construction aggregate demand from
Lincolnshire quarries was subdued as large infrastructure projects were
delayed but this was offset by strong demand for agricultural lime.

 

Dimension Stone had a particularly strong first half in 2022, with an
exceptionally strong order book translating into high volumes. Inflationary
input cost pressure was mitigated by regular price increases and we further
benefitted from very good electricity generation from a new solar panel
installation.

 

Our Benelux platform had mixed results but overall performed in line with
expectations. B-Mix had a very strong first half of the year with volumes
ahead of budget translating into good EBITDA growth. Cuvelier was in line with
expectations and GduH behind due to offtake volumes not being adhered to,
which will correct in H2 2022 through a contractual take-or-pay mechanism.

 

Nordkalk faced particularly challenging conditions in the early part of the
year, including:

·      The Russian invasion of Ukraine displacing three employees and
their families;

·      Significant energy cost increases and concern over supply
arrangements;

·      Union strike at UPM in Finland which persisted for almost 4
months; and

·      Unexpected plant shutdown at customer, SSAB, in January.

 

Through active collaboration between SigmaRoc technical teams and the regional
teams within Nordkalk, many of the challenges were met head-on. Further
savings were found across the Group and Nordkalk's commercial teams were able
to manage the inflationary pressure well through a combination of hedging and
dynamic pricing. The impact from customer interruptions was successfully
mitigated through the implementation of cost saving programmes across the
Group combined with catchup demand through the remainder of the period. The
challenges of the Ukraine conflict should also not be forgotten. Nordkalk
staff in Poland were very active in assisting our Ukrainian staff and their
families to relocate to safety when possible, with those who had to remain in
Ukraine being located near the Polish border. As a result, Nordkalk had a good
first half of 2022 in ways beyond the purely financial.

 

 

Safety

 

The Group has continued to progress and improve its safety culture across the
first half of 2022 by focusing on 3 key areas: 1. Structure & Compliance
by ensuring corrective actions are properly closed out and on time; 2.
Proactive Prevention by focusing on each businesses' 3-5 core risks; 3. Learn
& Improve through thorough investigations and timely communication. We are
pleased to report a 21% period-on-period reduction in incident frequency rate;
no increase in harm frequency rate and a 277% period-on-period increase in
near hit, hazard and risk reporting. With the addition of two new businesses
during the period the Group has leveraged its established health & safety
tools and procedures, including the internally developed safety management
system HighVizz which has helped increase reporting, decrease incidents and
improve safety awareness and culture.

 

 

Invest, improve, integrate, innovate

 

At the end of January 2022, the Group acquired Johnston for an initial cash
consideration of £35.5 million. Johnston is a specialist quarried materials
supplier producing construction aggregates and premium quality building stone,
as well as agricultural lime for soil improvement. Its aggregate products are
typically used in infrastructure projects, with its unique Cotswolds Ironstone
and Bath Stone used in specified high end housing and architectural
applications. The business currently operates five active quarries and mines
and two separate processing sites located across the south-west of England,
Oxfordshire and Lincolnshire. Johnston has access to 86 million tonnes of
freehold and leasehold reserves and resources giving JQG an average life of
mine of over 40 years.

 

For the 12 months to 30 September 2021, Johnston reported revenue of £14.7
million, generating EBITDA of £5.9 million and profit before tax of £3.6
million. The acquisition was funded from the Group's existing resources,
including the assumption of approximately £10 million in borrowings
comprising long term debt and plant hire contracts.

 

In April 2022, the Group acquired RightCast for an initial cash consideration
of £2.55 million with a further £0.45 million deferred consideration payable
in 12 months subject to certain conditions. RightCast is a precast concrete
producer specialising in the production of concrete stair flights and
landings.

 

For the 12 months ended 31 October 2021, RightCast reported revenue of £3.1
million, generating EBITDA of £0.6 million and profit after tax of £0.5
million. The acquisition was funded from the Group's existing resources and
RightCast has been integrated into the PPG platform. RightCast brought with it
a strong pipeline of work, well established team and complimentary product
offering to PPG.

 

The market reaction to Greenbloc has surpassed our expectations. We have
invested significantly in our own manufacturing facilities to keep pace with
demand, while the PPG platform has also acquired and developed additional UK
sites to facilitate the development and manufacture of ultra-low carbon
construction products that go beyond concrete blocks.

 

From the start of this year every product currently manufactured by SigmaRoc's
PPG platform is now available in a cement-free ultra-low carbon option. From
September 2022 we expect up to 50% of all products produced by the PPG
Platform to fall under the Greenbloc brand.

 

Our strategic collaboration agreement with Marshalls, which was established on
the back of our leadership in the market with Greenbloc, has accelerated
during the first half of 2022. We have multiple workstreams focusing on
pushing existing technologies to their limits while also developing new
manufacturing techniques. Together with Marshalls, we remain committed to
improving how concrete is specified within the build environment and reducing
its carbon footprint significantly.

 

In the Channel Islands all ready-mix concrete and concrete products are now
offered with a low carbon cement blend option, and the ultra-low carbon
offering for ready-mix concrete is gathering traction in the market.

 

 

Organic development

 

Development of the 2 million tonne quarry extension in Jersey, which was
consented in 2021, has progressed well, with sales of product from the
extended area already underway. In Guernsey, the planning application to
develop the new quarry resource at Chouet is expected to be determined in
autumn 2022, with extraction anticipated to commence early next year.

 

In Poland, a new limestone deposit was opened, with planned reserve extensions
expected to add a total of 35 million tonnes to the Group's reserves and
resources.

 

In Belgium, quarry extension works are on track at Soignies with construction
of the new road around the extension area progressing well, which should
enable excavations of overburden in Q4'22. Furthermore, work is nearly
complete on the construction of our first mainland Europe precast production
facility in Belgium with first products expected off the production line in
September 2022.

 

 

Environmental, Social and Governance (ESG)

 

In April 2022 the Group published its first ESG report which contains extended
detail on its Environmental, Social and Governance policies and initiatives,
as well as a detailed roadmap to net-zero. The report provides further detail
on a large number of initiatives already in place across the Group to manage
its energy use and sourcing, as well as accelerate its successful track record
in innovation to both meet demanding ESG targets and further enhance
competitiveness. In summary of the ESG report, we aim to:

 

·      provide option for 100% of manufactured products to utilise
waste/recycled materials by 2025;

·      utilise 100% of production materials by 2027;

·      be free of fossil fuel use by 2032; and

·      achieve net-zero by 2040.

 

No other operator in the lime sector has committed to these targets and no
other building materials producer is presently able to offer certified
products with ultra-low carbon credentials totally free of cement, across the
entire range of its products.

 

More specifically, in Belgium feasibility studies to further increase green
energy sourcing have been initiated. These include new wind installations and
further increases of solar capacity on site at Soignies.

 

In West Wales Harries contributed to a successful "nappy-enhanced" asphalt
trial, whereby 2.4km of roadway was surfaced using asphalt that contained
recycled nappies. The fibres from the nappies improve binding of bitumen with
aggregate, resulting in a more durable road surface which is expected to
remain in situ for up to 20 years while also providing reduced road noise.

 

As part of our commitment to employees as well has their families and the
communities they love and work in, West Wales held a Family Fun Day with over
200 people attending. This was an opportunity for everyone to come together,
have fun and relax as well as raise money for local charities with additional
support from other local businesses.

 

Furthering our governance initiatives, we are pleased to advise that Julie
Kuenzel has been appointed as Company Secretary with immediate effect. Julie
holds a Bachelor of Commerce Degree, is a Chartered Accountant and working
toward membership with the Chartered Governance Institute UK & Ireland.
Julie has over 20 years' experience working in a wide range of industries in
senior management positions. More recently, Julie has been focussed on
providing financial and corporate governance advice to listed companies. Julie
replaces Westend Corporate, who remain as the Group's financial accountants.
Julie bolsters the Group's already strong corporate governance function and
will report to the Board on all compliance related matters.

 

In April 2022, Axelle Henry joined the Board as an independent NED. Ms Henry
brings significant financial skill to the Group given her role as CFO of a
major investment fund and also adds fresh perspective to the Board with her
knowledge of sectors which are more brand and innovation oriented.

 

To support both our businesses and our communities, we are continuing to
develop our working relationships with the military and military employment
charities and are registered with the Career Transition Partnership. We will
help facilitate resettlement and transition from military to civilian life as
well as support civilian spouses and partners of serving and ex-Forces
personnel on their journey into employment.

 

Across all our platforms, our business model of local business for local
communities ensures that we continue to integrate into the areas we work,
supporting both other local businesses, projects, and communities.

 

 

Corporate

 

Our 2021 annual results were released in March 2022 and in April 2022 we held
our Annual General Meeting with all resolutions being passed.

 

 

Outlook

 

Trading in the early part of H2 2022 has started well, with the Group
benefitting from its broad end market and geographical diversification. Demand
remains good both for housing and infrastructure, as well as for industrial
minerals. The Group has successfully dealt with various supply chain and
inflationary headwinds in H1 2022 and has continued to do so into H2 2022,
with particular focus on energy costs and continuous operational improvement
initiatives.

 

Looking further ahead, we maintain our focus on a number of important
strategic projects identified in the FY21 annual report, including our
ambitious ESG commitments, continuing our disciplined investment strategy and
pursuing organic growth and margin improvement through expansion of our
markets and sales networks.

 

We continue to see significant opportunity to extend our geographical reach
and product offering across a range of markets for high quality construction
materials and industrial minerals. The Group remains well placed to continue
its growth and development while actively managing a challenging macro
landscape and horizon.

 

 

 

 David Barrett       Max Vermorken            Garth Palmer
 Executive Chairman  Chief Executive Officer  Chief Financial Officer

 

9 September 2022

 

 

CONSOLIDATED INCOME STATEMENT

 

                                                                                                 6 months to 30 June 2022                                     6 months to 30 June 2021

                                                                                                 Unaudited                                                    Unaudited
                                                                                                 Underlying      Non-underlying* (Note 8)         Total       Underlying  Non-underlying* (Note 8)         Total
 Continued operations                                                           Note       £'000         £'000                                    £'000       £'000       £'000                            £'000

 Revenue                                                                        6    247,067             -                             247,067                84,760                 -                     84,760

 Cost of sales                                                                  7    (193,918)           -                             (193,918)              (61,585)               -                     (61,585)

 Profit from operations                                                              53,149              -                             53,149                 23,175                 -                     23,175

 Administrative expenses                                                        7    (21,410)            (9,766)                       (31,176)               (13,117)               (2,398)               (15,515)
 Net finance (expense)/income                                                        (3,349)             (764)                         (4,113)                (1,306)                -                     (1,306)
 Other net (losses)/gains                                                            576                 (9)                           567                    46                     822                   868
 Foreign Exchange                                                                    157                 -                             157                    (89)                   -                     (89)

 Profit/(loss) before tax                                                            29,123              (10,539)                      18,584                 8,709                  (1,576)               7,133

 Tax expense                                                                         (5,206)             -                             (5,206)                (1,236)                -                     (1,236)

 Profit/(loss)                                                                       23,917              (10,539)                      13,378                 7,473                  (1,576)               5,897

 Profit/(loss) attributable to:
 Owners of the parent                                                                23,067              (10,539)                      12,528                 7,467                  (1,571)               5,895
 Non-controlling interests                                                           850                 -                             850                    6                      (4)                   2
                                                                                     23,917              (10,539)                      13,378                 7,473                  (1,576)               5,897
 Basic earnings per share attributable to owners of the parent (expressed in    15   3.61                (1.65)                        1.96                   2.68                   (0.56)                2.12
 pence per share)
 Diluted earnings per share attributable to owners of the parent (expressed in  15   3.46                (1.58)                        1.88                   2.45                   (0.52)                1.93
 pence per share)

* Non-underlying items represent acquisition related expenses, restructuring
costs, certain finance costs, share option expense and amortisation of
acquired intangibles. See Note 8 for more information.

 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                                      6 months to 30 June 2022  6 months to 30 June 2021

                                                                      Unaudited                 Unaudited
                                                                Note  £'000                     £'000

 Profit for the year                                                  13,378                    5,897
 Other comprehensive income:
 Items that will or may be reclassified to profit or loss:
 Currency exchange (losses) / gains                                   11,306                    (3,074)
 Cash flow hedges - effective portion of changes in fair value        11,678                    -
 Remeasurement of the net defined benefits liability                  13                        -
                                                                      22,997                    (3,074)

 Total comprehensive income                                           36,375                    2,823

 Total comprehensive income attributable to:
 Owners of the parent                                                 35,518                    2,822
 Non-controlling interests                                      12    857                       1
 Total comprehensive income for the period                            36,375                    2,823

 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
Company number: 05204176

 

                                                    30 June 2022  30 June 2021  31 December 2021

                                                    Unaudited     Unaudited     Audited
                                              Note  £'000         £'000         £'000
 Non-current assets
 Property, plant and equipment                9     277,364       147,109       256,436
 Intangible assets                            10    355,222       51,181        306,436
 Investment in equity-accounted associate     11    528           -             524
 Investment in joint ventures                 11    5,283         -             5,134
 Derivative financial assets                        11,989        -             870
 Other receivables                                  4,879         12            4,759
 Deferred tax asset                                 3,915         956           3,129
                                                    659,180       199,258       577,288
 Current assets
 Trade and other receivables                        94,097        30,828        73,254
 Inventories                                        56,028        14,792        44,530
 Cash and cash equivalents                          46,427        19,937        69,916
 Derivative financial assets                        10,180        174           4,327
                                                    206,732       65,731        192,027
 Total assets                                       865,912       264,989       769,315

 Current liabilities
 Trade and other payables                           119,933       48,511        98,213
 Derivative financial liabilities                   1,372         -             737
 Provisions                                         4,982         -             4,024
 Current tax payable                                3,811         1,158         3,934
 Borrowings                                   13    30,021        5,235         21,723
                                                    160,119       54,904        128,631
 Non-current liabilities
 Borrowings                                   1313  233,363       67,546        212,199
 Employee benefit liabilities                       1,575         -             1,589
 Derivative financial liabilities                   1,057         -             -
 Deferred tax liabilities                           9,710         3,917         5,190
 Provisions                                         5,094         5,391         6,151
 Other payables                                     4,484         5,100         4,401
                                                    255,283       81,954        229,530
 Total Liabilities                                  415,102       136,858       358,161
 Net assets                                         450,510       128,131       411,154

 Equity attributable to owners of the parent
 Share capital                                14    6,382         2,799         6,379
 Share premium                                14    400,022       107,893       399,897
 Share option reserve                               9,307         807           3,104
 Other reserves                                     12,797        473           (11,236)
 Retained earnings                                  12,781        14,924        2,116
 Equity attributable to owners of the parent        441,289       126,896       400,260
 Non-controlling interest                     12    9,221         1,235         10,894
 Total Equity                                       450,510       128,131       411,154

 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                               Share         Share premium     Share option reserve      Other reserves      Retained earnings     Total       Non-controlling interest      Total

                                                               capital
                                                     Note      £'000         £'000             £'000                     £'000               £'000                 £'000       £'000                         £'000
 Balance as at 1 January 2021                                  2,788         107,418           847                       3,293               9,218                 123,564     -                             123,564
 Profit for the period                                         -             -                 -                         -                   5,895                 5,895       2                             5,897
 Currency translation differences                              -             -                 -                         (3,073)             -                     (3,073)     (1)                           (3,074)
 Total comprehensive income for the period                     -             -                 -                         (3,073)             5,895                 2,822       1                             2,823
 Contributions by and distributions to owners
 Issue of ordinary shares                                      11            475               -                         -                   -                     486         1,234                         1,721
 Share option charge                                           -             -                 24                        -                   -                     24          -                             24
 Exercise of share options                                     -             -                 (64)                      -                   64                    -           -                             -
 Movement in equity                                            -             -                 -                         253                 (253)                 -           -                             -
 Total contributions by and distributions to owners            11            475               (40)                      253                 (190)                 510         1,234                         1,744
 Balance as at 30 June 2021                                    2,799         107,893           807                       473                 14,924                126,896     1,235                         128,131
 Balance as at 1 January 2022                                  6,379         399,897           3,104                     (11,236)            2,116                 400,260     10,894                        411,154
 Profit for the period                                         -             -                 -                         -                   12,528                12,528      850                           13,378
 Currency translation differences                              -             -                 -                         11,299              -                     11,299      7                             11,306
 Other comprehensive income                                    -             -                 -                         11,691              -                     11,691      -                             11,691
 Total comprehensive income for the period                     -             -                 -                         22,990              12,528                35,518      857                           36,375
 Contributions by and distributions to owners
 Issue of ordinary shares                            14        3             125               -                         -                   -                     128         -                             128
 Share option charge                                           -             -                 6,380                     -                   -                     6,380       -                             6,380
 Exercise of share options                                     -             -                 (177)                     -                   177                   -           -                             -
 Dividends                                                     -             -                 -                         -                   (1,686)               (1,686)     (2,530)                       (4,216)
 Movement in equity                                            -             -                 -                         1,043               (354)                 689         -                             689
 Total contributions by and distributions to owners            3             125               6,203                     1,043               (1,863)               5,511       (2,530)                       2,981
 Balance as at 30 June 2022                                    6,382         400,022           9,307                     12,797              12,781                441,289     9,221                         450,510

 

 

CASH FLOW STATEMENTS

 

                                                                         6 months to 30 June 2022  6 months to 30 June 2021

                                                                         Unaudited                 Unaudited
                                                                   Note  £'000                     £'000
 Cash flows from operating activities
 Profit                                                                  13,378                    5,897
 Adjustments for:
 Depreciation and amortisation                                           15,830                    6,076
 Share option expense                                                    6,597                     23
 Loss/(gain) on sale of property, plant and equipment                    (358)                     79
 Net finance costs                                                       4,113                     1,306
 Other non-cash adjustments                                              407                       (858)
 Net tax paid                                                            (1,441)                   549
 Share of earnings from associates                                       (201)                     -
 Increase in trade and other receivables                                 (13,325)                  (5,096)
 Increase in inventories                                                 (8,501)                   (1,163)
 (Decrease)/increase in trade and other payables                         3,383                     (1,026)
 Decrease in provisions                                                  (539)                     (596)
 Net cash flows from operating activities                                19,343                    5,191

 Investing activities
 Purchase of property, plant and equipment                         9     (15,063)                  (4,119)
 Cash paid for acquisition of subsidiaries (net of cash acquired)        (36,648)                  (9,856)
 Sale of property plant and equipment                                    779                       1
 Purchase of intangible assets                                     10    (535)                     -
 Financial derivatives                                                   302                       -
 Interest received                                                       2,959                     -
 Net cash used in investing activities                                   (48,206)                  (13,974)

 Financing activities
 Proceeds from share issue                                               128                       1,721
 Finance costs                                                           (6,714)                   (705)
 Proceeds from borrowings                                                28,901                    4,444
 Repayment of borrowings                                                 (16,257)                  (4,124)
 Dividends paid                                                          (1,686)                   -
 Net cash generated from financing activities                            4,372                     1,336

 Net increase in cash and cash equivalents                               (24,491)                  (7,447)
 Cash and cash equivalents at beginning of period                        69,916                    27,452
 Exchange (losses)/gains on cash                                         1,002                     (68)
 Cash and cash equivalents and end of period                             46,427                    19,937

 

NOTES TO THE FINANCIAL STATEMENTS

 

1.    General Information

 

The principal activity of SigmaRoc plc (the 'Company') is to make investments
and/or acquire projects in the construction materials sector and through its
subsidiaries (together the 'Group') is the production of high-quality
aggregates and supply of value-added construction materials. The Company's
shares are admitted to trading on the AIM market of the London Stock Exchange
('AIM'). The Company is incorporated and domiciled in the United Kingdom.

 

The address of its registered office is Suite 1, 15 Ingestre Place, London,
W1F 0DU.

 

2.    Basis of preparation

 

The interim financial statements have been prepared in accordance with IAS 34
- Interim Financial Reporting, as adopted by the UK. The interim financial
statements have been prepared applying the accounting policies and
presentation that were applied in the annual financial statements for the year
ended 31 December 2021. The condensed interim financial statements should be
read in conjunction with the annual financial statements for the year ended 31
December 2021.

 

The interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with the recognition and measurement
criteria of International Financial Reporting Standards (IFRS) as adopted by
the UK.

 

Statutory financial statements for the period ended 31 December 2021 were
approved by the Board of Directors on 23 March 2022 and delivered to the
Registrar of Companies. The report of the auditors on those financial
statements was unqualified. The comparative financial information for the
interim period ended 30 June 2021 and year ended 31 December 2021 is for the
Group only.

 

Going concern

 

The Directors, having made appropriate enquiries, consider that adequate
resources exist for the Company and Group to continue in operational existence
for the foreseeable future and that, therefore, it is appropriate to adopt the
going concern basis in preparing the condensed interim financial statements
for the period ended 30 June 2022.

 

Risks and uncertainties

 

The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Company's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Company's 2021 Annual Report and Financial Statements, a copy
of which is available on the Company's website: www.sigmaroc.com
(http://www.sigmaroc.com) . The key financial risks are liquidity risk, credit
risk, interest rate risk and fair value estimation.

 

Critical accounting estimates

 

The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the end of the reporting period. Significant items subject
to such estimates are set out in Note 4 of the Company's 2021 Annual Report
and Financial Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.

 

Foreign Currencies

 

a)    Functional and Presentation Currency

 

Items included in the Financial Statements are measured using the currency of
the primary economic environment in which the entity operates (the 'functional
currency'). The Financial Statements are presented in Pounds Sterling, rounded
to the nearest pound, which is the Group's functional currency.

 

b)    Transactions and Balances

 

Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Income Statement.  Foreign exchange
gains and losses that relate to borrowings and cash and cash equivalents are
presented in the Income Statement within 'finance income or costs. All other
foreign exchange gains and losses are presented in the Income Statement within
'Other net gains/(losses)'.

 

Translation differences on non-monetary financial assets and liabilities such
as equities held at fair value through profit or loss are recognised in profit
or loss as part of the fair value gain or loss. Translation differences on
non-monetary financial assets measured at fair value, such as equities
classified as available for sale, are included in other comprehensive income.

 

c)    Group companies

 

The results and financial position of all the Group entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:

 

·    assets and liabilities for each period end date presented are
translated at the period-end closing rate;

 

·    income and expenses for each Income Statement are translated at
average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the
transactions); and

 

·    all resulting exchange differences are recognised in other
comprehensive income.

 

On consolidation, exchange differences arising from the translation of the net
investment in foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to occur in
the foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised in the
Income Statement as part of the gain or loss on sale.

 

 

3.    Accounting policies

 

Except as described below, the same accounting policies, presentation and
methods of computation have been followed in these condensed interim financial
statements as were applied in the preparation of the company's annual
financial statements for the year ended 31 December 2021, except for the
impact of the adoption of the Standards and interpretations described in para
3.1 below:

 

3.1.  Changes in accounting policy and disclosures

 

(a) Accounting developments during 2022

 

The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC
interpretations. The amendments and revisions were applicable for the period
ended 30 June 2022 but did not result in any material changes to the financial
statements of the Group or Company.

 

(b) New standards, amendments and interpretations in issue but not yet
effective or not yet endorsed and not early adopted

 

 Standard      Impact on initial application                             Effective date
 IAS 12        Income taxes                                              1 January 2023
 IFRS 17       Insurance contracts                                       1 January 2023
 IAS 8         Accounting estimates                                      1 January 2023
 IAS 1         Classification of Liabilities as Current or Non-Current.  1 January 2023

 

 

The Group is evaluating the impact of the new and amended standards above
which are not expected to have a material impact on the Group's results or
shareholders' funds.

 

 

4.    Dividends

 

No dividend has been declared or paid by the Company during the six months
ended 30 June 2022 (2021: nil).

 

5.    Segment Information

 

Management has determined the operating segments based on reports reviewed by
the Board of Directors that are used to make strategic decisions. During the
periods presented the Group had interests in four key geographical segments,
being the United Kingdom, Channel Islands, Belgium and Northern Europe.
Activities in the United Kingdom, Channel Islands, Belgium and Northern Europe
relate to the production and sale of construction material products and
services.

                                                6 months to 30 June 2022
                                                United Kingdom      Channel Islands     Belgium     Northern Europe  Total
                                                £'000               £'000               £'000       £'000            £'000
 Revenue                                        51,343              15,021              43,224      137,479          247,067
 Profit from operations per reportable segment  12,093              5,085               11,865      24,106           53,149
 Additions to non-current assets                57,501              (401)               (2,191)     26,984           81,893
 Reportable segment assets                      180,906             49,787              116,653     518,566          865,912
 Reportable segment liabilities                 280,673             5,500               30,015      99,214           415,102

 

 

                                                6 months to 30 June 2021
                                                United Kingdom  Channel Islands  Belgium  Total
                                                £'000           £'000            £'000    £'000
 Revenue                                        35,225          14,367           35,168   84,760
 Profit from operations per reportable segment  7,433           5,016            10,726   23,175
 Additions to non-current assets                290             (874)            4,812    4,228
 Reportable segment assets                      105,919         47,254           111,816  264,989
 Reportable segment liabilities                 76,767          4,981            55,110   136,858

 

 

6.    Revenue

 

                                      Consolidated
                       6 months to 30 June 2022      6 months to 30 June 2021

                       Unaudited                     Unaudited
                       £'000                         £'000
 Upstream products     28,009                        11,383
 Value added products  191,046                       64,332
 Value added services  23,171                        6,832
 Other                 4,842                         2,213
                       247,067                       84,760

 

Upstream products revenue relates to the sale of aggregates and cement. Value
added products is the sale of finished goods that have undertaken a
manufacturing process within each of the subsidiaries. Value added services
consists of the transportation, installation and contracting services
provided.

 

All revenues from upstream and value added products relate to products for
which revenue is recognised at a point in time as the product is transferred
to the customer. Value added services revenues are accounted for as products
and services for which revenue is recognised over time.

 

Whilst the Group has contract revenue, this amount is not deemed to be
material under IFRS 15.

 

 

7.    Expenses by nature

                                        6 months to 30 June 2022  6 months to 30 June 2021

                                        Unaudited                 Unaudited
                                        £'000                     £'000
 Cost of sales
 Raw materials and production           92,942                    22,592
 Distribution and selling expenses      19,654                    3,850
 Employee benefit expenses              46,614                    18,801
 Maintenance expense                    10,196                    3,627
 Plant hire expense                     3,008                     2,627
 Depreciation and amortisation expense  15,091                    5,221
 Other costs of sale                    6,413                     4,867
 Total cost of sales                    193,918                   61,585
 Administrative expenses
 Operational admin expenses             19,666                    12,421
 Corporate admin expenses               11,510                    3,094
 Total administrative expenses          31,176                    15,515

 

Depreciation and amortisation expense is a combination of property, plant and
equipment depreciation and amortisation of intangible assets.

 

 

8.    Non-underlying items

 

As required by IFRS 3 - Business Combinations, acquisition costs have been
expensed as incurred. Additionally, the Group incurred costs associated with
obtaining debt financing, including advisory fees to restructure the Group to
satisfy lender requirements.

 

                                       6 months to 30 June 2022  6 months to 30 June 2021

                                       Unaudited                 Unaudited
                                       £'000                     £'000
 Acquisition related expenses          1,849                     349
 Restructuring expenses                801                       396
 Share options expense                 6,696                     23
 Amortisation of acquired intangibles  739                       808
 Other non-underlying                  454                       -
                                       10,539                    1,576

 

Acquisition related expenses include costs relating to the due diligence of
prospective pipeline acquisitions and other direct costs associated with
merger & acquisition activity including accounting fees, legal fees and
other consulting fees.

 

Amortisation of acquired assets are non-cash items which distort the
underlying performance of the businesses acquired.

 

Restructuring expenses include advisory fees, additional legal fees relating
to the refinancing and redundancy costs.

 

Share option expense is the fair value of the share options issued and or
vested during the period.

 

Other non-underlying costs include COVID-19 related costs, professional
adviser fees and other associated costs.

 

 

9.    Property, plant and equipment

 

                                             Office equipment  Land and minerals  Land and buildings  Plant and machinery  Furniture and vehicles  Construction in progress  Total
                                             £'000             £'000              £'000               £'000                £'000                   £'000                     £'000
 Cost
 As at 1 January 2021                        4,225             104,379            45,948              98,498               24,537                  1,247                     278,834
 Acquired through acquisition of subsidiary  213               -                  179                 7,672                4,146                   -                         12,210
 Fair value adjustments                      -                 -                  -                   633                  (383)                   (250)                     -
 Additions                                   165               183                1,899               1,600                234                     37                        4,118
 Disposals                                   -                 (14)               -                   (66)                 (103)                   -                         (183)
 Forex                                       (110)             (162)              (1,067)             (2,906)              (41)                    -                         (4,286)
 As at 30 June 2021                          4,493             104,386            46,959              105,431              28,390                  1,034                     290,693
 Acquired through acquisition of subsidiary  -                 81,482             70,443              185,753              -                       10,667                    348,345
 Transfer between classes                    -                 -                  1,149               133                  -                       (1,282)                   -
 Fair value adjustments                      -                 3,433              1,539               -                    -                       -                         4,972
 Additions                                   198               3,141              1,869               8,344                2,060                   2,824                     18,436
 Disposals                                   -                 (177)              (592)               (7,698)              (5,905)                 -                         (14,372)
 Forex                                       (97)              (2,298)            (134)               (2,045)              50                      -                         -4,524
 As at 31 December 2021                      4,594             189,967            121,233             289,918              24,595                  13,243                    643,550
 Acquired through acquisition of subsidiary  159               9,248              994                 10,931               251                     1,730                     23,313
 Transfer between classes                    -                 -                  -                   364                  -                       (364)                     -
 Fair value adjustment                       -                 -                  (68)                -                    2,192                   -                         2,124
 Additions                                   106               2,303              1,176               8,084                423                     2,971                     15,063
 Disposals                                   (5)               --                 -                   (1,254)              (112)                   -                         (1,371)
 Forex                                       93                2,742              975                 2,206                201                     (46)                      6,171
 As at 30 June 2022                          4,947             204,260            124,310             310,249              27,550                  17,534                    688,850

 Depreciation
 As at 1 January 2021                        3,817             11,373             25,085              76,738               17,030                  -                         134,043
 Acquired through acquisition of subsidiary  152               -                  131                 4,194                3,201                   -                         7,678
 Charge for the year                         120               1,489              773                 1,843                1,139                   -                         5,364
 Transfer between classes                    -                 -                  -                   316                  (316)                                             -
 Disposals                                   -                 -                  -                   -                    (103)                   -                         (103)
 Forex                                       (111)             (102)              (1,028)             (1,728)              (429)                   -                         (3,398)
 As at 30 June 2021                          3,978             12,760             24,961              81,363               20,522                  -                         143,584
 Acquired through acquisition of subsidiary  -                 57,487             40,796              145,316              -                       -                         243,599
 Charge for the year                         148               907                2,649               8,195                496                     -                         12,395
 Disposals                                   -                 -                  (592)               (7,298)              (2,984)                 -                         (10,874)
 Impairment                                  -                 -                  380                 684                  -                       -                         1,064
 Forex                                       (85)              (980)              198                 (1,979)              192                     -                         (2,654)
 As at 31 December 2021                      4,041             70,174             68,392              226,281              18,226                  -                         387,114
 Acquired through acquisition of subsidiary  78                1,947              68                  4,140                53                      -                         6,286
 Charge for the year                         102               1,157              3,207               8,847                1,477                   -                         14,790
 Disposals                                   (3)               -                  -                   (888)                (58)                    -                         (949)
 Forex                                       89                2,500              (380)               1,884                152                     -                         4,245
 As at 30 June 2022                          4,307             75,778             71,287              240,264              19,850                  -                         411,486
 Net book value
 As at 30 June 2021                          515               91,626             21,998              24,068               7,868                   1,034                     147,109
 As at 31 December 2021                      553               119,793            52,841              63,637               6,369                   13,243                    256,436
 As at 30 June 2022                          640               128,482            53,023              69,985               7,700                   17,534                    277,364

 

 

10.   Intangible assets

                                                Consolidated
                                         Goodwill      Customer Relations  Intellectual property  Research & Development      Branding  Other Intangibles  Total
                                         £'000         £'000               £'000                  £'000                       £'000     £'000              £'000
 Cost & net book value
 As at 1 January 2021                    39,966        3,333               471                    1,236                       3,398     400                48,804
 Additions                               -             -                   -                      -                           -         -                  -
 Additions through business combination  5,494         -                   -                      -                           -         -                  5,494
 Amortisation                            -             (259)               (42)                   (332)                       (80)      -                  (713)
 Forex                                   (2,241)       -                   -                      (163)                       -         -                  (2,404)
 As at 30 June 2021                      43,219        3,074               429                    741                         3,318     400                51,181
 As at 1 January 2022                    293,438       2,816               386                    571                         3,238     5,986              306,436
 Additions                               -             -                   -                      4                           -         531                535
 Additions through business combination  41,496        -                   -                                                  -         -                  41,496
 Amortisation                            -             (258)               (42)                   (54)                        (80)      (607)              (1,041)
 Forex                                   7,647         -                   -                      4                           -         145                7,796
 As at 30 June 2022                      342,581       2,558               344                    525                         3,158     6,055              355,222

 

 

The intangible asset classes are:

-       Goodwill is the excess of the consideration transferred and the
acquisition date fair value of any previous equity interest in the acquired
over the fair value of the net identifiable assets.

-       Customer relations is the value attributed to the key customer
lists and relationships.

-       Intellectual property is the patents owned by the Group.

-       Research and development is the acquiring of new technical
knowledge and trying to improve existing processes or products or; developing
new processes or products.

-       Branding is the value attributed to the established company
brand.

-       Other intangibles consist of capitalised development costs for
assets produced that assist in the operations of the Group and incur revenue.

 

Amortisation of intangible assets is included in cost of sales on the Income
Statement. Development costs have been capitalised in accordance with the
requirements of IAS 38 and are therefore not treated, for dividend purposes,
as a realised loss.

 

The Purchase Price Allocation ('PPA') exercise for B-Mix has commenced but is
still subject to finalisation.

 

Impairment tests for goodwill

 

Goodwill arising on business combinations is not amortised but is reviewed for
impairment on an annual basis, or more frequently if there are indications
that the goodwill may be impaired. Goodwill is allocated to groups of cash
generating units according to the level at which management monitor that
goodwill, which is at the level of operating segments.

 

The primary operating segments are considered to be Ronez in the Channel
Islands, Topcrete, Poundfield, CCP, Rightcast, GD Harries and Johnston Quarry
Group in the UK, CDH, Stone, GDH, B-Mix and Casters in Belgium and Nordkalk in
Finland, Sweden and Poland.

 

Key assumptions

The key assumptions used in performing the impairment review are set out
below:

 

Cash flow projections

Cash flow projections for each operating segment are derived from the annual
budget approved by the Board for 2022 and the three-year plan to 2023 and
2025. The key assumptions on which budgets and forecasts are based include
sales volumes, product mix and operating costs. These cash flows are then
extrapolated forward for a further 17 years, with the total period of 20 years
reflecting the long-term nature of the underlying assets. Budgeted cash flows
are based on past experience and forecast future trading conditions.

 

Long-term growth rates

Cash flow projections are prudently based on 2 per cent. and therefore
provides plenty of headroom.

 

Discount rate

Forecast cash flows for each operating segment have been discounted at rates
of 8 per cent which was calculated by an external expert based on market
participants' cost of capital and adjusted to reflect factors specific to each
operating segment.

 

Sensitivity

The Group has applied sensitivities to assess whether any reasonable possible
changes in assumptions could cause an impairment that would be material to
these consolidated Financial Statements. This demonstrated that a 1% increase
in the discount rate would not cause an impairment and the annual growth rate
is assumed to be 2%.

 

The Directors have therefore concluded that no impairment to goodwill is
necessary.

 

 

11.   Investment in Equity Accounted Associates & Joint Ventures

 

Nordkalk has a joint venture agreement with Franzefoss Minerals AS, to build a
lime kiln located in Norway which was entered into on 5 August 2004.
NorFraKalk AS is the only joint agreement in which the Group participates.

 

 

The Group has one non-material local associate in Pargas, Pargas Hyreshus Ab.

 

                            30 June 2022  30 June 2021

                            Unaudited     Unaudited
                            £'000         £'000
 Interests in associates    528           -
 Interest in joint venture  5,283         -
                            5,811         -

 

 

                                                            Proportion of ownership interest held
 Name           Country of incorporation      30 June 2022                       30 June 2021

                                              Unaudited                          Unaudited
 NorFraKalk AS  Norway                               50%                         -

 

 

Summarised financial information

 

 NorFraKalk AS - Cost and net book value  30 June 2022  30 June 2021

                                          Unaudited     Unaudited

                                          £'000         £'000
 Current assets                           10,960        -
 Non-current assets                       9,867         -
 Current liabilities                      4,199         -
 Non-current liabilities                  5,488         -
                                          30,514        -

 

                                              6 months to 30 June 2022  6 months to 30 June 2021

                                              Unaudited                 Unaudited

                                              £'000                     £'000
 Revenues                                     10,559                    -
 Profit after tax from continuing operations  478                       -

 

 

12.   Non-controlling interests

 

                                                          6 months to 30 June 2022  6 months to 30 June 2021

                                                          Unaudited                 Unaudited

                                                          £'000                     £'000
 As at 1 January                                          10,894                    -
 Shares issued to non-controlling interest                -                         1,234
 Non-controlling interests share of profit in the period  850                       1
 Dividends paid                                           (2,530)
 Foreign exchange movement                                7
 As at 30 June                                            9,221                     1,235

 

 

13.   Borrowings

                30 June 2022            30 June 2021

                Unaudited               Unaudited
                £'000                   £'000
 Non-current liabilities
 Santander term facility       211,320  59,456
 Bank Loans                    65       634
 Finance lease liabilities     21,978   7,456
                               233,363  67,546
 Current liabilities

 Santander term facility       16,000   -
 Bank loans                    6,962    2,298
 Finance lease liabilities     7,059    2,937
                               30,021   5,235

 

In July 2021, the Group entered into a new Syndicated Senior Credit Facility
of up to £305 million (the 'Credit Facility') led by Santander UK and
including several major UK and European banks. The Credit Facility, which
comprises a £205 million committed term facility, a £100 million revolving
facility commitment and a further £100 million accordion option. This new
facility replaces all previously existing bank loans within the Group.

 

The Credit Facility is secured by a floating charge over the assets of
SigmaFin Limited, Carrieres du Hainaut and Nordkalk and is secured by a
combination of debentures, security interest agreements, pledges and floating
rate charges over the assets of SigmaRoc plc, SigmaFin Limited, B-Mix,
Carrieres du Hainaut and Nordkalk. Interest is charged at a rate between 1.85%
and 3.35% above SONIA ('Interest Margin'), based on the calculation of the
adjusted leverage ratio for the relevant period. For the period ending 30 June
2022 the Interest Margin was 2.60%.

 

The carrying amounts and fair value of the non-current borrowings are:

 

                                                      Carrying amount and fair value
                                                      30 June 2022      30 June 2021

                                                      Unaudited         Unaudited
                                                      £'000             £'000
 Santander term facility (net of establishment fees)  211,320           59,456
 Bank loans                                           65                2,931
 Finance lease liabilities                            21,978            10,394
                                                      233,363           72,781

 

 

14.   Share capital and share premium

 

                                                   Number of shares  Ordinary shares  Share premium  Total
                                                                     £                £              £
 Issued and fully paid
 As at 1 January 2021                              278,739,186       2,787            107,418        110,205
 Exercise of options and warrants - 30 April 2021  1,059,346         11               456            467
 Exercise of warrants - 13 May 2021                78,044            1                19             20
 As at 30 June 2021                                279,876,576       2,799            107,893        110,692
 Issue of new shares - 31 August 2021 ((1))        307,762,653       3,059            249,772        252,831
 Issue of new shares - 31 August 2021              50,276,521        521              42,232         42,753
 As at 31 December 2021                            637,915,750       6,379            399,897        406,276
 As at 1 January 2022                              637,915,750       6,379            399,897        406,276
 4 January 2022                                    330,594           3                125            128
 As at 30 June 2022                                638,246,344       6,382            400,022        406,404

 

(1)   Includes issue costs of £8,748,365

 

On 4 January 2022, the Company issued and allotted 304,580 new Ordinary Shares
at a price of 40 pence per share as an exercise of options. On this same day
the Company issued and allotted 26,014. new Ordinary Shares at a price of 25
pence per share as an exercise of options.

 

 

15.   Earnings per share

 

The calculation of the total basic earnings per share of 1.96 pence (2021:
2.12 pence) is calculated by dividing the profit attributable to shareholders
of £13,378 million (2021: £5,897 million) by the weighted average number of
ordinary shares of 638,240,865 (2021: 279,125,771) in issue during the period.

 

Diluted earnings per share of 1.88 pence (2021: 1.93 pence) is calculated by
dividing the profit attributable to shareholders of £13,378 million (2021:
£5,897,070) by the weighted average number of ordinary shares in issue during
the period plus the weighted average number of share options and warrants to
subscribe for ordinary shares in the Company, which together total 667,404,450
(2021: 304,541,876).

 

Details of share options that could potentially dilute earnings per share in
future periods are disclosed in the notes to the Group's Annual Report and
Financial Statements for the year ended 31 December 2021.

 

 

16.   Fair value of financial assets and liabilities measured at amortised
costs

 

The following table shows the carrying amounts and fair values of the
financial assets and liabilities, including their levels in the fair value
hierarchy. It does not include fair value information for financial assets and
financial liabilities not measures at fair value if the carrying amount is a
reasonable approximation of fair value.

 

Items where the carrying amount equates to the fair value are categorised to
three levels:

·      Level 1 inputs are quoted prices (unadjusted) in active markets
for identical assets or liabilities that the entity can access at the
measurement date

·      Level 2 inputs are inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly
or indirectly

·      Level 3 inputs are unobservable inputs for the asset or
liability.

 

                                     Carrying Amount                                                                                                                                                 Fair value
                                     Fair value - Hedging instruments      Fair value through P&L      Fair value through OCI  Financial asset at amortised cost  Other financial liabilities  Total       Level 1  Level 2  Total
                                     £'000                                 £'000                       £'000                   £'000                              £'000                        £'000       £'000    £'000    £'000

 Forward exchange contracts                             -                  1,138                       -                       -                                  -                            1,138       -        1,138    1,138
 CO(2) emission hedge                                   -                  126                         -                       -                                  -                            126         126      -        126
 Electricity hedges                                     20,905             -                           -                       -                                  -                            20,905      20,905   -        20,905

 Financials assets not measured at fair value
 Trade and other receivables (excl. Derivatives)        -                  -                           -                       94,097                             -                            94,097      -        -        -
 Cash and cash equivalents                              -                  -                           -                       46,427                             -                            46,427      -        -        -

 Financial liabilities measured at fair value
 Forward exchange contracts                             219                -                           -                       -                                  -                            219         -        219      219
 CO(2) emission hedge                                   126                -                           -                       -                                  -                            126         126      -        126
 Electricity hedges                                     2,084              -                           -                       -                                  -                            2,084       2,084    -        2,084

 Financial liabilities not measured at fair value
 Loans                                                  -                  -                           -                       -                                  234,347                      234,347     -        -        -
 Finance lease liability                                -                  -                           -                       -                                  29,037                       29,037      -        -        -
 Trade and other payables (excl. derivative)            -                  -                           -                       -                                  124,120                      124,120     -        -        -

 

 

17.  Business combination

 

Johnston Quarry Group

 

On 1 February 2022, the Group acquired 100 per cent. of the share capital of
Johnston Quarry Group Limited ('JQG') for a cash consideration of £35.5
million (being £35.5 million less adjustments for various obligations assumed
by the Group as part of the acquisition). JQG is registered and incorporated
in England. JQG is a high-quality producer of construction aggregates,
building stone and agricultural lime.

 

The following table summarises the consideration paid for JQG and the values
of the assets and equity assumed at the acquisition date.

 

 Total consideration     £'000
 Net cash consideration  35,050
 Deferred consideration  8,500
                         43,550

 

 

 Recognised amounts of assets and liabilities acquired  £'000
 Cash and cash equivalents                              1,587
 Trade and other receivables                            2,160
 Inventories                                            1,533
 Property, plant & equipment                            16,897
 Trade and other payables                               (5,685)
 Borrowings                                             (10,795)
 Provisions                                             (325)
 Income tax payable                                     (350)
 Deferred tax liability                                 (826)
 Total identifiable net assets                          4,197
 Goodwill                                               39,354
 Total consideration                                    43,550

 

 

RightCast Limited

 

On 27 April 2022, the Group acquired 100 per cent. of the share capital of
RightCast Limited ('RightCast') and its subsidiaries for a cash consideration
of £2.55 million. RightCast is registered and incorporated in England.
RightCast is a precast company specialising in the design, manufacture, supply
and installation of bespoke precast concrete products.

 

The following table summarises the consideration paid for RightCast and the
values of the assets and equity assumed at the acquisition date.

 

 Total consideration     £'000
 Cash                    2,550
 Deferred consideration  747
                         3,297

 

 Recognised amounts of assets and liabilities acquired  £'000
 Cash and cash equivalents                              15
 Trade and other receivables                            1,153
 Inventories                                            462
 Property, plant & equipment                            75
 Trade and other payables                               (474)
 Income tax payable                                     (57)
 Deferred tax liability                                 (19)
 Total identifiable net assets                          1,155
 Goodwill (refer to note 10)                            2,142
 Total consideration                                    3,297

18.   Related party transactions

 

Loans with Group Undertakings

Amounts receivable/(payable) as a result of loans granted to/(from) subsidiary
undertakings are as follows:

 

                                      Company
                                      30 June 2022  30 June 2021

                                      Unaudited     Unaudited
                                      £'000         £'000
 Ronez Limited                        (19,728)      (15,468)
 SigmaGsy Limited                     (6,763)       (5,455)
 SigmaFin Limited                     20,146        (6,584)
 Topcrete Limited                     (9,494)       (8,678)
 Poundfield Products (Group) Limited  5,251         5,863
 Foelfach Stone Limited               466           457
 CCP Building Products Limited        5,396         5,786
 Carrières du Hainaut SCA             16,388        (4,861)
 GDH (Holdings) Limited               9,838         1,484
 B-Mix Beton NV                       517           -
 Stone Holdings SA                    376           368
 Nordkalk Oy Ab                       73,939        -
 Johnston Quarry Group                10,451        -
                                      106,783       (27,088)

 

Loans granted to or from subsidiaries are unsecured, have interest charged at
2% and are repayable in Pounds Sterling on demand from the Company.

 

All intra Group transactions are eliminated on consolidation.

 

Other Transactions

 

During the period, there were no related party transactions.

 

 

19.   Events after the reporting date

 

On 12 September 2022 the Company announced it had entered into a joint venture
agreement with ArcelorMittal Global Holdings S.L.R. to develop quicklime
production for use in steel production and other applications.

 

20. Approval of interim financial statements

 

The condensed interim financial statements were approved by the Board of
Directors on 9 September 2022.

 

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