REG - Spectris PLC - Half-year Report
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RNS Number : 3123U Spectris PLC 07 August 2025
Spectris plc - 2025 half year results
7 August 2025 - Spectris plc (SXS: LSE), the expert in providing insight
through precision measurement, announces half year results for the six months
ended 30 June 2025.
Topline momentum and strategic actions support full-year management
expectations
· 5% reported order growth (-2% LFL), with 15% growth in Q2 (4% LFL)
· 8% reported sales growth (1% LFL), with 20% reported sales growth in
Q2 (9% LFL)
· More than £10 million of savings realised so far from our Profit
Improvement Programme in H1; over £30 million of savings expected for the
full year
· Adjusted operating profit of £65.6 million (H1 2024: £61.1
million), in line with last year on LFL basis
· Statutory operating profit of £24.8 million (H1 2024: £24.0
million)
· Net debt of £546 million; leverage expected to return back within
the 1-2x target by the end of 2025
· Full year adjusted operating profit expected to be in line with
management expectations
· The Board has recommended KKR's prospective acquisition of the Group
at an offer value of £41.75 per share (inclusive of our 28.0 pence per share
interim dividend, which has now been declared in the ordinary course)
Andrew Heath, CEO, said:
"We have transformed the Group since 2018 into a portfolio of high-quality
businesses with attractive growth and margin profiles, positioning Spectris
for sustained success. Our expectations for 2025 are supported by an improving
sales outlook and order momentum, along with the expected benefits from recent
acquisitions and efficiency programs.
We are achieving stronger synergies from acquisitions and our Profit
Improvement Programme is firmly on track to deliver over £30 million of
savings in 2025, two-thirds of which will be delivered in the second half.
Consequently, with strong profit growth and cash generation, we are also well
positioned to return leverage to back within our 1-2x target range by the end
of 2025.
Our strategic investments and strong execution track record, underpinned by
exceptional people and a healthy, high-performance culture, positions us well
for the future."
Adjusted(1) Adjusted(1) LFL change(1) Statutory Statutory Statutory change
H1 2025 H1 2024 H1 2025 H1 2024
Sales (£m) 636.1 589.7 1% 636.1 589.7 8%
Operating profit (£m) 65.6 61.1 Flat 24.8 24.0 3%
Operating margin (%) 10.3% 10.4% (10bps) 3.9% 4.1% (20bps)
Profit before tax (£m) 48.7 62.8 2.5 235.3 (99%)
Basic earnings per share (pence) 38.4p 47.9p 5.3p 179.6p (97%)
Cash generated from operations 75.9 57.4 32%
Adjusted cash flow conversion (%) 126% 111%
Return on gross capital employed (%) 12.2% 16.8%
Dividend per share (pence) 28.0p 26.6p 5%
1. Alternative performance measures (APMs) are used consistently
throughout this press release and are referred to as 'adjusted' or
'like-for-like' (LFL). These are defined in full and reconciled to the
reported statutory measures in the Appendix to the Condensed Consolidated
Interim Financial Statements.
Recommended cash acquisition of Spectris by Project Aurora Bidco Limited
On 5 August 2025, the board of Project Aurora Bidco Limited (a special purpose
vehicle indirectly wholly-owned by funds advised by Kohlberg Kravis Roberts
& Co. L.P. and its affiliates) (KKR BidCo) and the Spectris plc board (the
Spectris Board), announced that they had reached agreement on the terms of a
recommended cash acquisition by KKR Bidco of the entire issued and to be
issued share capital of Spectris plc (the KKR Acquisition). Under the terms of
the KKR Acquisition, each Spectris shareholder will be entitled to receive
£41.75 for each Spectris share they hold, comprising £41.47 in cash from KKR
Bidco and an interim dividend of 28.0 pence to be paid by Spectris, which has
now been declared in the ordinary course. It is intended that the KKR
Acquisition will be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006.
Previously, on 23 June 2025, the board of MI Metron UK Bidco Ltd (an indirect
subsidiary of funds managed and/or advised by Advent International, L.P.)
(Metron Bidco) and the Spectris Board announced that they had reached
agreement on the terms of a recommended cash acquisition by Metron Bidco of
Spectris plc at an offer value of £37.63 per Spectris share (the First Advent
Offer). Following the First Advent Offer, on 2 July 2025, the board of KKR
Bidco and the Spectris Board announced they had reached agreement on the terms
of a recommended cash acquisition by KKR Bidco of Spectris plc at an offer
value of £40.00 per Spectris share (the First KKR Offer), and the Spectris
Board withdrew its recommendation of the First Advent Offer.
Following the First KKR Offer, on 29 July 2025, the board of Metron Bidco and
the Spectris Board announced that they had reached agreement on the terms of a
recommended cash acquisition by Metron Bidco of Spectris plc at an offer value
of £41.00 per Spectris share (the Second Advent Offer), and the Spectris
Board withdrew its recommendation of the First KKR Offer.
In light of their subsequent recommendation of the KKR Acquisition, the
Spectris directors decided unanimously to withdraw their recommendation of the
Second Advent Offer.
In order to approve the terms of the KKR Acquisition, the required majority of
Scheme Shareholders will need to vote in favour of the resolution to be
proposed at the Court Meeting and the required majority of Spectris
Shareholders will need to vote in favour of the special resolution to be
proposed at the General Meeting. Subject to any further developments, the
Court Meeting and the General Meeting are expected to be held on 27 August
2025.
The KKR Acquisition is also subject to the other terms and conditions set out
in the scheme document which was published on 29 July 2025 in respect of the
KKR Acquisition, including the receipt of certain antitrust approvals,
including in the EU, the US and China and certain foreign investment approvals
including in the UK. KKR Bidco will work with Spectris to engage
constructively with all relevant stakeholders to satisfy these conditions, and
the KKR Acquisition is expected to complete in or by Q1 2026.
Chief Executive's Review
Summary
I would like to start by commending the great efforts of all my Spectris
colleagues for their hard work and support in delivering a robust first half
performance, in the face of both a challenging external environment and
internal change.
We entered 2025 expecting a recovery in a number of our key end markets. While
macroeconomic uncertainty and tariffs has led to continued customer caution,
we delivered a robust first half performance. The improved momentum seen in
the second quarter, particularly in Spectris Scientific, is encouraging and
provides confidence in the outlook for the rest of 2025.
Our Profit Improvement Programme is a key driver of profit growth in 2025 and
remains firmly on track to deliver over £30 million of cost savings, c.£20
million of which is to be delivered in the second half. In Spectris
Scientific, the integration of Micromeritics and SciAps, and the
implementation of a new organisational structure within Malvern Panalytical,
has yielded additional cost synergy opportunities. Strong execution in both
divisions provides upside to our original expectations, while still having the
resources and capacity to fully benefit as end markets recover. With a full
run rate of over £50 million of savings expected by the end of 2026, the
Group is well positioned to drive adjusted operating profit margin towards our
medium-term target of 20%+.
All three of the acquisitions we made last year, SciAps, Micromeritics and
Piezocryst, are being successfully integrated with much of the work already
completed. Their expected full-year incremental profit contribution is
unchanged from our 2024 results in February, with a slightly higher weighting
to the second half than previously anticipated. Encouragingly, the early
customer feedback has been very positive and we see greater revenue synergy
potential as a result. Last year's acquisitions have both further strengthened
the quality of the Group and expanded our customer offerings, which will help
to drive long-term, sustainable and profitable growth.
Financial performance
Group order intake of £646.3 million was 5% higher on a reported basis than
the prior period, with improved momentum in the second quarter. LFL order
intake was 2% lower, after taking into account the £57.4 million impact of
acquisitions, net of disposals, and adverse foreign exchange movements of
£14.6 million. Growth in academia, materials and semiconductor were offset by
weakness in automotive. By region, orders were lower in Europe and North
America, partially offset by growth in Asia.
By division, Spectris Scientific orders were 17% higher on a reported basis
and 2% higher on a LFL basis, and Spectris Dynamics orders were 3% lower on a
reported basis and 7% lower on a LFL basis.
The order book at the end of June was £516.4 million and the book-to-bill
ratio for the period was 1.02x.
Group sales for the first half were £636.1 million, 8% higher on a reported
basis, again with strong momentum in the second quarter. LFL sales were 1%
higher, after taking into account the £57.5 million impact of acquisitions,
net of disposals, and adverse foreign exchange movements of £14.3 million.
With LFL sales having been down 8% in the first quarter, we grew by 9% in the
second quarter. Strong growth in academia, life sciences and materials was
largely offset by declines in semiconductor and automotive. By region, sales
in Europe and Asia were slightly higher, while North America was slightly
lower.
Spectris Scientific sales were 21% higher on a reported basis and 3% on a LFL
basis, against an easier year-on-year comparator, while Spectris Dynamics
sales were flat on a reported basis and 3% lower on a LFL basis.
LFL sales performance across our end markets is set out in the table below
with further information on end market trends contained in the divisional
reviews for Spectris Scientific and Spectris Dynamics.
End market Sales Sales LFL sales Expected medium-term market growth
H1 2025 H1 2025 growth
(£m) % of total Group
Life sciences / pharmaceutical 123 19% 7% 5-7%
Technology-led industrials 109 17% 1% 5-7%
Electronics and semiconductor 68 11% (10%) 6-8%
Automotive 66 10% (10%) 4-6%
Materials 87 15% 6% 5-6%
Academic research 60 9% 10% 5-6%
Other 123 19% 2% 3-5%
Adjusted operating profit of £65.6 million followed the Group's sales
performance, up 7% on a reported basis and flat on a LFL basis (H1 2024:
£61.1 million), after adjusting for the £5.7 million impact from
acquisitions, net of disposals, and adverse foreign exchange movements of
£1.1 million. This resulted in an adjusted operating profit margin of 10.3%.
We have broadly offset the direct impact of tariffs, and expect to continue to
do so, while being mindful that much uncertainty still exists.
Adjusted earnings per share was 20% lower at 38.4 pence (H1 2024: 47.9 pence)
due to a higher net finance charge following the acquisitions in 2024.
Statutory operating profit of £24.8 million (H1 2024: £24.0 million) was 3%
higher and equated to a 3.9% statutory operating margin (H1 2024: 4.1%).
Cash conversion was 126% on an adjusted basis in the first half (H1 2024:
111%), largely driven by a better net inflow in working capital, including
higher payables and lower receivables. Further improvements in working capital
management are expected in the second half, particularly around inventory
reduction.
Strategic progress
We continue to make strong progress against our Strategy for Sustainable
Growth.
In Spectris Scientific, Micromeritics and SciAps have been integrated into
Malvern Panalytical to create the leading particle characterisation business
for advanced material analysis. Cost synergies have already been realised and
will step-up materially in the second half. Early discussions with customers
have given us confidence with respect to the revenue synergy potential, with
incremental new orders already being sold alongside our existing offerings,
and with SciAps becoming our centre of excellence for handheld instruments,
incorporating Malvern Panalytical's existing handheld business. We are already
seeing the benefits of their collaboration with Malvern Panalytical's existing
ASD hand-held product line, which is now expected to double its original 2025
sales forecast as a result of SciAps' design and technology upgrades.
SmartReturn is another product area benefiting from SciAps involvement.
In Spectris Dynamics, the benefits of combining Piezocryst's expertise in
high-precision, high-performance sensor development with HBK's legacy of
delivering precision measurement and insights are clear. HBK and Piezocryst
are already working on the development of a groundbreaking high-temperature
accelerometer, integrating Piezocryst crystals with Dytran cables and
connectors, that will surpass the capabilities of any competitor. The two
teams are also working closely to explore the compatibility of Piezocryst's
sensors with HBK's new digiBOX, a compact IIoT multichannel amplifier that
enables traditional sensors to become smart devices.
Investment in R&D remains a key priority for the Group, with £50.2
million invested in the first half (H1 2024: £52.9 million). Following a
record year of new product launches in 2024, we continue to invest in
innovation to drive future organic growth and market share gains.
We also continue to leverage the Spectris Business System (SBS) to drive
operational excellence and deliver tangible cost savings. We have continued to
develop and promote our 'Go For Gold' programme and were delighted that our
HBK Suzhou site became our second Silver site after Malvern Panalytical's
Zhuhai site achieved the same status at the end of 2024. We also have 11
Bronze sites pursuing Silver and the majority of the remaining operational
sites are expected to be certified Bronze by the end of 2025.
Capital allocation
Net debt at the end of June 2025 was £545.7 million, broadly unchanged
compared to the end of 2024 (31 December 2024: £549.0 million). Leverage, as
measured by net debt/EBITDA, was 2.3x. We expect the Group to return back
within our 1-2x target leverage range by the end of 2025.
As outlined in the announcement of the KKR Acquisition dated 5 August 2025,
KKR Bidco's recommended offer for Spectris includes our interim dividend
payment of 28.0 pence per share which has now been declared in the ordinary
course. This represents a 5% increase on the 2024 interim dividend (H1 2024:
26.6 pence per share). The interim dividend will be payable on 7 November 2025
to shareholders on the register on 3 October 2025. The ex-dividend date is 2
October 2025.
Outlook
Supported by an improving sales outlook, along with the expected benefits from
recent acquisitions and efficiency programs, we anticipate full year adjusted
operating profit to be in line with management expectations.
Delivering Value Beyond Measure
Over the last seven years we have positioned Spectris for sustained success.
Through astute portfolio management, disciplined execution of strategy, and
unwavering investment in innovation and people, Spectris has become a more
focused, higher quality and higher-performing company.
We have delivered strong returns to shareholders while building a business
geared for long-term growth in exciting markets including clean energy,
high-tech manufacturing, semi-con and healthcare. The company's commitment to
operational excellence and sustainability has improved margins and reduced
risk, alongside enhancing our reputation and position with customers.
Our expectations for 2025 are supported by a healthy order backlog, improving
order momentum, and with expected benefits from recent acquisitions and
efficiency programs. Into the long-term, our confidence in the Group's
continued success stems from the continued strategic investments and strong
execution track record, underpinned by fabulous people and a healthy,
high-performance culture.
Having transformed ourselves since 2018, Spectris is in a strong position to
harness the power of precision measurement in solving its customers' toughest
challenges, in the pursuit of making the world cleaner, healthier and more
productive, while making Spectris a great place to work. We remain focused on
delivering value beyond measure, for all our stakeholders.
Contacts:
Spectris plc
Andrew Heath, Chief Executive Officer
Angela Noon, Chief Financial Officer
Ryan Gregory, Acting Investor Relations Director
Teneo
Martin Robinson / Giles Kernick
+44 20 7353 4200
Analyst meeting and live webcast
A virtual presentation to analysts and investors will take place today at
08:00hrs BST, hosted by Andrew Heath, Chief Executive and Angela Noon, Chief
Financial Officer to discuss this statement. The presentation will be
broadcast live via the following link:
https://www.investis-live.com/spectris/68628b926c0d660016f95515/ndjh
(https://www.investis-live.com/spectris/68628b926c0d660016f95515/ndjh)
Dial-In: +44 20 3936 2999 / +44 808 189 0158.
Access Code: 446455
Copies of this press release are available to the public from the registered
office at 6(th) Floor, The Block, Space House, 12 Keeley Street, London, WC2B
4BA and on the Company's website at www.spectris.com (http://www.spectris.com)
.
About Spectris
Spectris combines precision with purpose, delivering progress for a more
sustainable world. We provide critical insights to our customers through
premium precision measurement solutions combined with technical expertise and
deep domain knowledge. Precision is at the heart of what we do - our leading,
high-tech instruments and software equip our customers to solve some of their
greatest challenges to make the world cleaner, healthier and more productive.
We are focused on two key divisions - Spectris Scientific and Spectris
Dynamics, which are placed in technology-driven end markets, with strong
fundamentals and attractive growth trajectories. We have leading market
positions in premium segments and employ 7,400 people located in more than 30
countries, all united behind our purpose to deliver value beyond measure for
all our stakeholders. For more information, visit www.spectris.com
(http://www.spectris.com) .
Divisional reviews
Spectris Scientific
H1 2025 H1 2024 Change LFL change(1)
Statutory sales (£m) 386.0 320.0 21% 3%
Adjusted operating profit(1) (£m) 43.0 33.4 29% 10%
Adjusted operating margin(1) (%) 11.1% 10.4% 70bps 70bps
Statutory operating profit (£m) 26.8 16.4 63%
Statutory operating margin (%) 6.9% 5.1% 180bps
1. This is an APM. APMs are defined in full and reconciled to the
reported statutory measures in the Appendix to the Condensed Consolidated
Interim Financial Statements.
First half performance
Spectris Scientific sales were 21% higher in the period at £386.0 million (H1
2024: £320.0 million) with adjusted operating profit of £43.0 million (H1
2024: £33.4 million). LFL sales were 3% higher after taking into account
the £65.0 million impact of acquisitions and adverse foreign exchange
movements of £9.4 million. LFL growth in the first half was driven by higher
sales across all regions except North America, while academia delivered very
strong growth. Performance in the period was also supported by a soft 2024
comparator, specifically in the second quarter.
Order intake was 18% higher (2% higher on a LFL basis) with higher demand
across most end markets, particularly semiconductor and academia, where we saw
strong recovery.
Adjusted operating margin increased by 70bps to 11.1% (H1 2024: 10.4%) on the
back of higher sales volumes and product mix. On a LFL basis, the increase in
adjusted operating margin was also 70bps.
Adjusted operating profit was supported by our Profit Improvement Programme,
with the majority of the first half cost savings from the programme realised
in Spectris Scientific. Cost synergies from the Micromeritics integration
gradually ramped up in the period, largely as a result of the new
organisational structure that has been implemented. These benefits will be
much more significant in the second half, as expected. A reworked sales model,
together with system integrations, are now expected to lead to greater revenue
synergies than originally projected, with initial benefits being realised in
the second half.
Statutory operating profit was 63% higher at £26.8 million (H1 2024: £16.4
million) after including £3.7 million of costs (H1 2024: £8.9 million)
related to the investment in our new ERP system, amortisation of acquired
intangible assets of £18.5 million (H1 2024: £2.6 million), £17.4 million
credit (H1 2024: £5.5 million charge) of transaction-related costs and fair
value adjustments and £11.4 million (H1 2024: £nil) of restructuring costs.
Statutory operating margin was 6.9% (H1 2024: 5.1%).
Strongly positioned in high growth end markets supported by sustainability
trends
Spectris Scientific is focused on high growth end-markets: life sciences,
material sciences (primary and advanced materials), semiconductors and
academia. We are well positioned in high value, critical-to-quality areas
where precision measurement, domain expertise and analytics are valued by our
customers throughout the workflow - for a cleaner, healthier and more
productive world, which are supporting higher levels of growth within our
market segments.
Life sciences
Reported sales were higher compared to the prior period, partly driven by the
contribution from acquisitions, with strong growth in all regions, led by
Asia.
Order intake on a reported basis was also higher in the period, again with
strong growth in all regions. Demand for our particle counters and advisory
solutions for aseptic manufacturing continue to grow, driven by the production
of new drugs in areas such as weight management. On the other hand, demand for
scientific instruments to support drug development remains subdued, although a
strong end to the period, combined with high levels of qualified leads,
provides encouragement for the second half, assuming tariff uncertainty
subsides.
Growth over the medium-term in life sciences is underpinned by a number of key
drivers including ageing populations, the onshoring of manufacturing and the
need to develop new treatments. We continue to maintain a healthy pipeline of
customer opportunities.
Materials
Reported sales were significantly higher than the comparative period,
supported by acquisitions, particularly SciAps. Growth was very strong in
North America, strong in Europe with Asia and RoW also delivering good sales
growth.
Reported order intake was significantly higher than the comparative period,
again supported by acquisitions, particularly SciAps, which helped to drive
very strong growth in North America. Orders in Asia and Europe were notably
higher, and slightly higher in RoW. While orders to support battery
development remain depressed, in mining we are benefitting from increasing
demand for critical mineral exploration, efficient processing, energy savings,
automation and real-time solutions. The additions of Micromeritics and SciAps
further strengthen our competitive position and growth potential.
In primary materials, with the most comprehensive portfolio in the market, we
are well positioned to capitalise on the rising demand for energy transition
minerals. The long-term outlook for advanced materials remains positive,
despite current challenges, driven by the secular growth trends of clean
technologies and advanced manufacturing.
Semiconductor
Reported sales into semiconductor customers was flat in the period. Strong
growth in Europe and North America was offset by a decline in Asia.
Order intake on a reported basis was higher than the comparative period,
driven by significant growth in Europe, strong growth in the US and slight
growth in Asia. Regional growth differences were largely down to differences
in prior period comparators, but overall we continue to see improving demand
in the semiconductor market.
Long-term demand will be driven by the strong secular trends including
onshoring, the rise of AI and increased penetration of software-defined
vehicles.
Academia
Reported sales were higher in all regions than the prior period, with
significant growth in Europe and North America.
Reported order intake was also slightly higher against a softer comparator,
driven by good growth in Europe and North America, with a flat performance in
Asia. The near-term outlook for US government funding remains uncertain, but
we believe customers have brought forward placing orders while funding is
still in place. Asia, specifically China, remains challenging with no recovery
from last year's sharp policy-driven decline.
In the medium-term, we remain well positioned to take advantage of the
academic research that feeds into our end markets, with a strong brand built
on high precision measurement and scientific credibility.
Spectris Dynamics
H1 2025 H1 2024 Change LFL change(1)
Statutory sales (£m) 250.1 249.4 Flat (3%)
Adjusted operating profit(1) (£m) 31.1 30.6 2% (5%)
Adjusted operating margin(1) (%) 12.4% 12.3% 10bps (30bps)
Statutory operating profit (£m) 14.4 10.7 35%
Statutory operating margin (%) 5.8% 4.3% 150bps
1. This is an APM. APMs are defined in full and reconciled to the
reported statutory measures in the Appendix to the Condensed Consolidated
Interim Financial Statements.
First half performance
Spectris Dynamics sales were flat at £250.1 million (H1 2024: £249.4
million). On a LFL basis, sales were 3% lower after taking into account the
net impact of £4.9 million of adverse foreign exchange movements, and the
£12.8 million sales contribution from the acquisition of Piezocryst. LFL
sales were slightly lower across Europe and Asia, and flat in North America.
Order intake was 3% lower (7% lower on a LFL basis), driven by automotive
weakness. By region, Europe was significantly lower, Asia slightly lower,
while North America was slightly higher.
Adjusted operating margin increased by 10bps to 12.4% (H1 2024: 12.3%) with
support from the margin accretion from the Piezocryst acquisition. On a LFL
basis, the decrease in adjusted operating margin was 30bps, due to lower sales
volumes. The Profit Improvement Programme supported the resilient margin
performance; cost savings from restructuring in the first half were in line
with expectations and will ramp up further in the second half as the full
benefits of the headcount reduction come through.
Statutory operating profit increased by 35% to £14.4 million (H1 2024: £10.7
million) after including £9.3 million of costs related to the investment in
our new ERP system (H1 2024: £13.1 million). Statutory operating margin was
5.8% (H1 2024: 4.3%).
Well positioned in attractive markets
We are well positioned in attractive growth markets that are benefiting from a
number of global mega trends: increased adoption of Virtual Test particularly
in automotive to accelerate the innovation cycle; digitisation and the
increased use of software to design, test and to process large amounts of more
complex data; electrification and the transformation of mobility and energy;
and automation to enhance productivity in a more connected world. These four
key growth trends are aligned with the Division's purpose to empower the
Innovators for a cleaner, healthier, and more productive world and are
supporting higher levels of growth within our market segments.
Automotive
Reported sales were lower than the comparative period, following weak order
intake in the second half of 2024, amid ongoing industry challenges. Sales
were lower in Asia, flat in Europe as a result of our acquisition of
Piezocryst, and slightly higher in North America.
Reported order intake was lower in the first half, in part due to a tough
comparator for our virtual test business, which booked a number of large
simulator orders in the first half of 2024, as well as continued customer
uncertainty over the future, near-term direction of the automotive industry.
Orders were down in Asia and Europe and flat in North America. Uncertainty
over the pace of EV adoption, as well as the direction of ICE vehicle
regulations, is impacting R&D spending from OEMs and, therefore, demand
for our products.
While the automotive industry is currently in the midst of a difficult period,
we continue to expect strong growth over the medium-term. Demand for
automotive testing, increased adoption of virtual test to accelerate new model
launches and the development of software-defined vehicles and advanced driver
assistance systems (ADAS) capabilities will all drive increased sales across
our product portfolio.
Machine manufacturing
Reported sales were higher than the comparative period, driven by significant
growth in Asia, particularly Japan, with North America flat and Europe
continuing to experience softness in industrial output.
A demand recovery continues to gain momentum with reported order intake
significantly higher in the period, with strong growth in North America and
Asia. The trajectory of any recovery is difficult to determine in the current
environment of tariff uncertainty, but following on from solid growth at the
end of 2024, we are encouraged by recent order trends after a prolonged
industry downturn.
We believe that over the medium to longer-term, the move towards greater
levels of automation driven by the scarcity of labour and the need for greater
efficiency, will continue to drive demand from machine manufacturing customers
and in turn, our smart and OEM sensor offering. Reshoring and near-shoring
provide further growth drivers. Sales to this sector continue to be helped by
our focus on selected high value end-markets, which has driven demand for our
weighing technologies, including for smart OEM solutions in medical and
healthcare applications, where accurate and reliable sensors are critical.
Aerospace and defence
After two very strong years, reported sales were slightly lower in the first
half, with growth in Europe offset by a decline in North America.
There have been initial signs of an underlying pickup in demand from increased
defence spending, but that was masked in the period by a tough comparator.
Commercial space continues to grow strongly and civil aerospace remains an
attractive growth market.
Order intake was lower on a reported basis due to a tough comparator rather
than any change in end market sentiment. European orders were higher in the
period, but this was more than offset by a decline in North America. All three
segments - civil aerospace, defence and commercial space - continue to offer
attractive growth opportunities and we have seen initial signs of an
underlying pickup in demand from increased defence spending.
We remain well placed to support long-term innovation projects. OEMs continue
to invest in efficiency gaining technologies, especially weight saving and
power improvements. We also see demand increasing for energy transition
related projects, including electric aircraft and those running on alternative
lower-carbon fuels. The outlook for defence spending remains strong.
Financial review
Financial performance
End market demand was not as strong, as expected coming into the start of the
year, in the first half of 2025, due to the macroeconomic uncertainty caused
by tariffs leading to continued customer caution. Nevertheless, the improved
momentum seen in the second quarter, albeit against easier year-on-year
comparators, is encouraging and helped deliver a robust first half
performance.
Sales of £636.1 million (H1 2024: £589.7 million) were 8% higher than the
first half of last year, 1% higher on a LFL basis, with sales higher across
all regions, except in North America. The combined impact of acquisitions, net
of disposals and adverse exchange movement, increased sales by £43.2 million,
which resulted in the 8% increase in reported sales.
Gross profit of £347.4 million (H1 2024: £324.0 million) was 7% higher than
the prior year, with the positive impact of acquisitions. Gross margin of
54.6% (H1 2024: 54.9%) was 30bps lower, reflecting product mix effects.
Adjusted operating profit margin remained consistent at 10.3% (H1 2024: 10.4%)
resulting in adjusted operating profit of £65.6 million (H1 2024: £61.1
million). Adjusted earnings per share of 38.4 pence (H1 2024: 47.9 pence) were
20% lower than the prior period. Statutory earnings per share were 5.3 pence
(H1 2024: 179.6 pence), with most of the decrease attributable to the £210.9
million profit on disposal of the Red Lion Controls business in the first half
of 2024.
Statutory Results
H1 2025 H1 2024
£m £m
Sales 636.1 589.7
Cost of sales (288.7) (265.7)
Gross profit 347.4 324.0
Indirect production and engineering expenses (64.6) (59.5)
Sales and marketing expenses (114.1) (115.1)
Administrative expenses (143.9) (125.4)
Selling, General & Administration expenses (322.6) (300.0)
Statutory operating profit 24.8 24.0
Sales increased by 8% or £46.4 million to £636.1 million (H1 2024: £589.7
million). Gross profit increased by £23.4 million driven by the higher sales
volumes and pricing.
Selling, General & Administration (SG&A) expenses increased by £22.6
million, driven by higher variable compensation and foreign exchange impacts.
Investment in R&D decreased by £2.7 million to £50.2 million
representing 7.9% of sales (H1 2024: £52.9 million, 9.0% of sales).
As a result, statutory operating profit was £24.8 million, an increase of
£0.8 million (H1 2024: £24.0 million). Statutory operating margin was 3.9%
(H1 2024: 4.1%).
Statutory to adjusted operating profit
H1 2025 H1 2024
£m £m
Statutory operating profit 24.8 24.0
Restructuring costs 12.0 -
Net transaction-related costs and fair value adjustments (16.8) 7.4
Public offer-related costs 7.9 -
Configuration and customisation costs on material SaaS projects 13.0 22.0
Amortisation of acquisition-related intangible assets 24.7 7.7
Adjusted operating profit 65.6 61.1
Restructuring costs of £12.0 million (H1 2024: £nil) relate to the Profit
Improvement Programme to deliver the realisation of synergies from the three
acquisitions made in 2024, targeted efficiency savings and the benefits
associated with our new ERP system.
Net transaction-related costs totalled a £16.8 million credit (H1 2024: £7.4
million charge) and consist of transaction fees charge of £1.3 million,
offset by an £18.1 million fair value adjustments credit after the release of
deferred consideration.
Public offer-related costs of £7.9 million (H1 2024: £nil) consist of
one-off charges relating to the proposed take-over of the Group.
Consistent with the prior period, material SaaS project costs, which
represents the continuation of the implementation of the new SAP cloud-based
ERP system, of £13.0 million (H1 2024: £22.0 million) are excluded from
adjusted operating profit, as is amortisation of acquisition-related
intangible assets of £24.7 million (H1 2024: £7.7 million).
Adjusted operating profit was £65.6million (H1 2024: £61.1 million), an
increase of 7% (flat on a LFL basis). Statutory operating profit for the
period was £24.8 million (H1 2024: £24.0 million).
Statutory operating profit to profit before tax
The table and commentary below set out the items that are booked outside
statutory operating profit in the Condensed Consolidated Income Statement.
H1 2025 H1 2024
£m £m
Statutory operating profit 24.8 24.0
Share of post-tax results of associates (0.1) (0.4)
Fair value through profit and loss movements on debt instruments 0.7 (4.2)
Profit on disposal of businesses - 210.6
Finance income 0.6 8.2
Finance costs (23.5) (2.9)
Statutory profit before tax 2.5 235.3
Taxation credit/(charge) 2.0 (54.3)
Statutory profit after tax 4.5 181.0
Net finance costs of £22.9 million compares with net finance income of £5.3
million in H1 2024 and relates to debt facilities entered into during the
second half of 2024 to part finance the acquisitions of the SciAps,
Micromeritics and Piezocryst businesses. Further details are set out in the
Financing and Treasury section.
Tax
The effective tax rate on adjusted profit before tax was 23.5% (H1 2024: 23%),
with the adjusted effective tax rate for the full year also expected to be
23.5%. The effective tax rate on statutory profit before tax was -80% (H1
2024: 23.1%). Tax in the income statement is an overall credit rather than a
charge, primarily due to non-taxable net transaction-related credits and fair
value adjustments.
Earnings per share
Adjusted earnings per share was 38.4 pence (H1 2024: 47.9 pence). Statutory
earnings per share was 5.3 pence (H1 2024: 179.6 pence), with most of the
decrease attributable to the £210.9 million profit on disposal of the Red
Lion Controls business in the first half of 2024.
H1 2025 H1 2024
Statutory earnings per share (basic)
Profit attributable to ordinary equity holders of the parent for basic 5.2 181.0
earnings (£m)
Weighted average number of shares outstanding (millions) 99.0 100.8
Basic earnings per share (pence) 5.3 179.6
Adjusted earnings per share (basic)
Adjusted earnings attributable to ordinary equity holders of the parent (£m) 38.0 48.3
Weighted average number of shares outstanding (millions) 99.0 100.8
Adjusted basic earnings per share (pence) 38.4 47.9
Cash flow and net debt
H1 2025 H1 2024
Adjusted cash flow £m £m
Adjusted operating cash flow
Adjusted operating profit 65.6 61.1
Adjusted depreciation and software amortisation(1) 18.9 17.7
Working capital and other non-cash movements 19.0 4.9
Capital expenditure (21.1) (15.8)
Adjusted operating cash flow 82.4 67.9
Non-operating activities
Restructuring costs paid (12.7) (0.1)
Spectris Foundation contribution paid - (1.0)
Tax received/(paid) 1.9 (26.8)
Total non-operating activities (10.8) (27.9)
Adjusted investing activities
Acquisition of businesses, net of cash acquired - (0.8)
Transaction-related costs paid (1.8) (2.8)
Proceeds from disposal of businesses, net of tax paid of £nil (H1 2024: - 248.8
£25.2 million)
SaaS-related cash expenditure (13.0) (22.0)
Total adjusted investing activities (14.8) 223.2
Adjusted financing activities
Dividends paid (56.2) (54.2)
Share buyback - (46.0)
Net proceeds from exercise of share options 0.3 0.5
Net interest (paid)/received on cash and borrowings (15.6) 2.4
Lease payments and associated interest (8.2) (7.3)
Total adjusted financing activities (79.7) (104.6)
Net flow of funds (22.9) 158.6
Foreign exchange 26.2 (4.9)
Movement in net (debt)/cash 3.3 153.7
Net (debt)/cash at start of year (549.0) 138.8
Net (debt)/cash at end of period (545.7) 292.5
Adjusted cash flow conversion 126% 111%
1. Adjusted depreciation and software amortisation represent depreciation of
property, plant and equipment, software and internal development amortisation.
Adjusted operating cash flow increased by £14.5 million to £82.4 million (H1
2024: £67.9 million), resulting in an adjusted cash conversion rate of 126%
(H1 2024: 111%). Statutory cash generated from operations was £77.8 million
(H1 2024: £30.6 million).
The increase in adjusted operating cash flow was largely driven by the
increase in adjusted operating profit, a higher net inflow in working capital
including higher payables and lower receivables reflecting an improvement in
working capital management. Cash management, including a focus on reducing
working capital, remains a key priority for the second half of 2025.
Capital expenditure of £21.1 million (H1 2024: £15.8 million) equated to
3.3% of sales, compared to 2.7% in H1 2024, with the increase reflecting the
phasing of spend relating to our new, state-of-the-art PMS facility in
Colorado and our new Dynamics site in Porto. As a result, capital expenditure
was 112% of adjusted depreciation and software amortisation (H1 2024: 89%).
Restructuring costs paid of £12.7 million (H1 2024: £0.1 million) relate to
the Profit Improvement Programme that commenced in the last quarter of 2024
and that continues to be executed throughout 2025.
The foreign exchange retranslation of £26.2 million primarily relates to the
Group's US Dollar and Euro-denominated new debt facilities, with Pounds
Sterling strengthening against both currencies since the facilities were put
in place. Further details of these facilities are set out below.
As a result, net debt at the end of the period was £545.7 million (H1 2024:
net cash £292.5 million). At 30 June 2025 the cash and cash equivalents
balance was £87.4 million (H1 2024: £292.5 million).
Financing and treasury
The Group finances its operations from retained earnings and, where
appropriate, from third-party borrowings. Total borrowings as at 30 June 2025
were £633.1 million (H1 2024: £nil). On 7 May 2025, the £400 million
multi-currency revolving credit facility was extended by one year to mature in
2030.
As at 30 June 2025, the following debt was outstanding:
Type of Debt Maturity Facility size Drawn - GBP
USPP Loan Notes - fixed
USPP - 5.03% 2029 $100.0m £73.1m
USPP - 5.13% 2030 $75.0m £54.8m
USPP - 5.21% 2031 $75.0m £54.8m
USPP - 5.31% 2034 $50.0m £36.5m
USPP - 3.56% 2029 €46.0m £39.4m
USPP - 3.76% 2031 €46.0m £39.4m
£298.0m
Bank Term Loans
USD Term Loan - SOFR + 1% 2027 $125.0m £91.4m
EUR Term Loan - Euribor + 0.75% 2027 €113.8m £97.4m
£188.8m
Revolving Credit Facility
RCF - RFR / Euribor + margin 2030 £400.0m £140.0m
£140.0m
Total Committed Debt £626.8m
Bank overdrafts £6.3m
Total Drawn Debt £633.1m
The Group regularly monitors its financial position to ensure that it remains
within the terms of its financial covenants. The minimum permitted interest
cover under the Group's external debt facilities is 3.75x with the covenant
result of 8.3x for the period ended 30 June 2025 (31 December 2024: 29.0x, 30
June 2024: N/A due to net interest income during the period). The maximum
permitted leverage is 3.5x, with leverage of 2.3x for the period ended 30 June
2025 (31 December 2024: 2.3x, 30 June 2024: less than 0).
The Group has prepared and reviewed cash flow forecasts for the period to 31
December 2029, which reflect forecasted changes in revenue across its business
and compared these to a reverse stress test of the forecasts to determine the
extent of downturn which would result in a breach of covenants. The reverse
stress test does not take into account any mitigating actions which the Group
would implement in the event of a severe and extended revenue decline, which
would increase the headroom further.
The Group has committed debt with an average maturity of 4.5 years from 30
June 2025, with staggered maturities from three to ten years. This assessment
indicates that the Group can operate within the level of its current
facilities, as set out above, without the need to obtain any new facilities
for a period of not less than 12 months from the date of this report.
In addition, when assessing going concern, the Directors considered a 'severe
but plausible' downside scenario that reflects a combination of events that
results in an outcome that is negative to our base case but is still
considered possible. In this scenario the Group still operates within its
covenant restrictions and with sufficient liquidity headroom. The Directors
have reviewed the intention statements included in the announcement of the
First KKR Offer on 2 July 2025 (section 8 'Strategic plans and intentions with
regard to management, employees and places of business') and have concluded
that this supports continuing to adopt the going concern basis.
Following this assessment, the Board of Directors are satisfied that the Group
has sufficient resources to continue in operation for a period of not less
than 12 months from the date of this report. Accordingly, it continues to
adopt the going concern basis in preparing the Condensed Consolidated
Financial Statements.
Currency
The Group has both translational and transactional currency exposures.
Translational exposures arise on the consolidation of overseas company results
into Sterling. Transactional exposures arise where the currency of sale or
purchase invoices differs from the functional currency in which each company
prepares its local accounts. The transactional exposures include situations
where foreign currency denominated trade receivables, trade payables and cash
balances are held.
After matching the currency of revenue with the currency of costs, wherever
practical, forward exchange contracts are used to hedge a proportion of the
remaining forecast net transaction cash flows where there is reasonable
certainty of an exposure. At 30 June 2025, approximately 63% of the estimated
transactional exposures of £215.7 million for the next 18 months were hedged
using forward exchange contracts, mainly against the Euro, US Dollar, Chinese
Yuan Renminbi and Japanese Yen.
The largest translational exposures during the period were to the US Dollar,
Euro and Chinese Yuan Renminbi. Translational exposures are not hedged. The
table below shows the average and closing key exchange rates compared to
Sterling.
H1 2025 H1 2024 H1 2025 H1 2024
(average) (average) Change (closing) (closing) Change
US Dollar (USD) 1.30 1.26 3% 1.37 1.26 9%
Euro (EUR) 1.19 1.17 2% 1.17 1.18 (1%)
Chinese Yuan Renminbi (CNY) 9.41 9.12 3% 9.81 9.18 7%
During the period, currency translation effects resulted in adjusted operating
profit being £1.1 million lower (H1 2024: £1.4 million lower) than it would
have been if calculated using prior period exchange rates.
Transactional foreign exchange losses of £3.6 million (H1 2024: £1.2 million
loss) were included in administrative expenses, whilst sales include a gain of
£2.5 million (H1 2024: £3.2 million gain) arising on forward exchange
contracts taken out to hedge transactional exposures in respect of sales.
Angela Noon OBE
Chief Financial Officer
Principal Risks and Uncertainties
The Group operates in a complex and evolving risk environment. A number of
risks and uncertainties continue to have the potential to materially affect
performance in the second half of the year, with possible impact on our
financial outcomes, strategic delivery, and long-term value creation. Our
enterprise risk framework enables us to actively identify, monitor and manage
these risks, with regular oversight by the Executive Team and Board.
The Group's principal risks and associated mitigation strategies are detailed
on pages 58-60 of the 2024 Annual Report and Accounts, available at
www.spectris.com. Following a formal mid-year review, we have concluded that
these principal risks remain relevant and appropriate. However, recent
developments in the external landscape have led to changes in the relative
severity of certain risks.
In particular, market and financial shock risk has increased due to the
escalation of global tariff regimes and retaliatory trade measures, which are
driving cost inflation, margin pressure, and macroeconomic uncertainty.
Geopolitical risk has also risen, reflecting wider fragmentation of the global
trade system and growing tension between major economic blocs. These changes
are contributing to increased business disruption risk, particularly in the
form of supply chain delays, raw material constraints and the potential for
further export control complexity.
The remaining risks - strategic execution, compliance, cyber threat, talent
and capabilities, and climate change - remain stable but elevated. These
continue to be actively managed through targeted interventions, including
structured integration planning, cyber resilience measures, organisational
change management, and enhancements to climate-related risk analysis.
The Group's principal risks as at the half-year comprise:
· Strategic execution
· Cyber threat
· Compliance
· Geopolitical
· Market/financial shock
· Talent and capabilities
· Business disruption
· Climate change
Each of these risks is subject to structured assessment, Executive oversight,
and active mitigation. We continue to monitor developments closely and adapt
our risk management approach as needed to ensure the Group remains resilient,
agile, and well positioned to deliver on its strategic priorities in the
second half of the year.
Condensed Consolidated Income Statement
For the six months ended 30 June 2025
Six months ended 30 June Year ended 31 December
2025 2024 2024
(Unaudited) (Unaudited) (Audited)
Note £m £m £m
Revenue 2 636.1 589.7 1,298.7
Cost of sales (288.7) (265.7) (582.8)
Gross profit 347.4 324.0 715.9
Indirect production and engineering expenses (64.6) (59.5) (112.3)
Sales and marketing expenses (114.1) (115.1) (215.7)
Administrative expenses (143.9) (125.4) (290.3)
Operating profit 2 24.8 24.0 97.6
Share of post-tax results of associates (0.1) (0.4) (0.4)
Fair value through profit and loss movements on debt investment 0.7 (4.2) (1.9)
Profit on disposal of businesses 8 - 210.6 210.2
Financial income 3 0.6 8.2 15.0
Finance costs 3 (23.5) (2.9) (17.8)
Profit before tax 2.5 235.3 302.7
Taxation credit/(charge) 4 2.0 (54.3) (69.5)
Profit for the period attributable to owners of the Company 4.5 181.0 233.2
Attributable to:
Equity holders of the parent 5.2 181.0 233.6
Non-controlling interest (0.7) - (0.4)
4.5 181.0 233.2
Earnings per share for profit attributable to the ordinary equity holders of
the Company
Basic 6 5.3p 179.6p 233.1p
Diluted 6 5.2p 178.7p 231.1p
Dividends attributable to the ordinary equity holders of the Company
Interim and final dividends proposed/paid for the period (per share) 5 28.0p 26.6p 83.2p
Dividends paid during the period (per share) 5 56.6p 53.9p 80.5p
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025
Six months ended 30 June Year ended
31 December
2025 2024 2024
(Unaudited) (Unaudited) (Audited)
£m £m £m
Profit for the period attributable to owners of the Company 4.5 181.0 233.2
Other comprehensive income/(expense):
Items that will not be reclassified to the Condensed Consolidated Income
Statement:
Re-measurement of net defined benefit obligation 0.8 0.1 (0.7)
Fair value gain/(loss) and foreign exchange movements translation on 0.8 (0.8) (1.3)
investment in equity instruments designated as at fair value through other
comprehensive income
Tax (charge)/credit on items above (0.2) (0.1) 0.2
1.4 (0.8) (1.8)
Items that are or may be reclassified subsequently to the Condensed
Consolidated Income Statement:
Net gain/(loss) on effective portion of changes in fair value of forward 6.2 (2.6) (5.6)
exchange contracts on cash flow hedges
Foreign exchange movements on translation of overseas operations (41.2) (19.1) (20.1)
Currency translation differences transferred to profit on disposal of - (17.9) (17.9)
businesses
Tax (charge)/credit on items above (1.6) 0.4 1.0
(36.6) (39.2) (42.6)
Total other comprehensive expense (35.2) (40.0) (44.4)
Total comprehensive (expense)/income for the period (30.7) 141.0 188.8
Attributable to:
Equity holders of the parent (30.0) 141.0 189.2
Non-controlling interest (0.7) - (0.4)
(30.7) 141.0 188.8
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2025
Share capital Share premium Retained earnings Translation reserve Hedging reserve Merger reserve Capital redemption reserve Total Non-controlling interest Total equity
£m £m £m £m £m £m £m £m £m £m
At 1 January 2025 5.2 231.4 1,138.4 3.9 (2.7) 3.1 1.3 1,380.6 - 1,380.6
Profit/(loss) for the period - - 5.2 - - - - 5.2 (0.7) 4.5
Other comprehensive income/(expense) - - 0.7 (40.5) 4.6 - - (35.2) - (35.2)
Total comprehensive income/(expense) for the period - - 5.9 (40.5) 4.6 - - (30.0) (0.7) (30.7)
Transactions with owners recorded directly in equity:
Equity dividends paid by the Company (note 5) - - (56.2) - - - - (56.2) - (56.2)
Share-based payments, net of tax - - 10.7 - - - - 10.7 - 10.7
Proceeds from exercise of equity-settled share options - - 0.3 - - - - 0.3 - 0.3
At 30 June 2025 (Unaudited) 5.2 231.4 1,099.1 (36.6) 1.9 3.1 1.3 1,305.4 (0.7) 1,304.7
For the six months ended 30 June 2024
Share capital Share premium Retained earnings Translation reserve Hedging reserve Merger reserve Capital redemption reserve Total Non-controlling interest Total equity
£m £m £m £m £m £m £m £m £m £m
At 1 January 2024 5.3 231.4 1,030.0 43.0 1.9 3.1 1.2 1,315.9 - 1,315.9
Profit for the period - - 181.0 - - - - 181.0 - 181.0
Other comprehensive expense - - (0.2) (37.4) (2.4) - - (40.0) - (40.0)
Total comprehensive income/(expense) for the period - - 180.8 (37.4) (2.4) - - 141.0 - 141.0
Transactions with owners recorded directly in equity:
Equity dividends paid by the Company (note 5) - - (54.2) - - - - (54.2) - (54.2)
Own shares acquired for share buyback programme (note 8) (0.1) - (0.2) - - - 0.1 (0.2) - (0.2)
Share-based payments, net of tax - - 4.8 - - - - 4.8 - 4.8
Proceeds from exercise of equity-settled share options - - 0.5 - - - - 0.5 - 0.5
Acquisition of a subsidiary - - - - - - - - 0.4 0.4
At 30 June 2024 (Unaudited) 5.2 231.4 1,161.7 5.6 (0.5) 3.1 1.3 1,407.8 0.4 1,408.2
For the year ended 31 December 2024
Share capital Share premium Retained earnings Translation reserve Hedging reserve Merger reserve Capital redemption reserve Total Non-controlling interest Total equity
£m £m £m £m £m £m £m £m £m £m
At 1 January 2024 5.3 231.4 1,030.0 43.0 1.9 3.1 1.2 1,315.9 - 1,315.9
Profit/(loss) for the period - - 233.6 - - - - 233.6 (0.4) 233.2
Other comprehensive expense - - (0.7) (39.1) (4.6) - - (44.4) - (44.4)
Total comprehensive income/(expense) for the year - - 232.9 (39.1) (4.6) - - 189.2 (0.4) 188.8
Transactions with owners recorded directly in equity:
Equity dividends paid by the Company (note 5) - - (80.5) - - - - (80.5) - (80.5)
Own shares acquired for share buyback programme (note 8) (0.1) - (50.9) - - - 0.1 (50.9) - (50.9)
Share-based payments, net of tax - - 6.4 - - - - 6.4 - 6.4
Proceeds from exercise of equity-settled share options - - 0.5 - - - - 0.5 - 0.5
Acquisition of a subsidiary - - - - - - - - 0.4 0.4
At 31 December 2024 (Audited) 5.2 231.4 1,138.4 3.9 (2.7) 3.1 1.3 1,380.6 - 1,380.6
Condensed Consolidated Statement of Financial Position
As at 30 June 2025
30 June 30 June 31 December
2025 2024 2024
(Unaudited) (Unaudited) (Audited)
£m £m £m
ASSETS
Non-current assets
Goodwill 1,042.1 566.7 1,087.5
Other intangible assets 370.1 158.0 421.3
Property, plant and equipment 177.6 140.0 171.1
Right-of-use assets 70.1 56.1 71.3
Investment in equity instruments 23.7 23.5 23.0
Investment in debt instruments 20.5 17.5 19.8
Investment in associates 9.6 10.4 10.3
Derivative financial instruments 1.4 0.1 0.9
Other receivables 8.6 7.7 6.1
Deferred tax assets 24.2 28.6 22.2
Retirement benefit assets 5.0 2.2 3.8
1,752.9 1,010.8 1,837.3
Current assets
Inventories 266.2 238.0 250.2
Current tax assets 9.5 12.9 17.2
Trade and other receivables 322.0 287.6 347.0
Derivative financial instruments 6.1 4.0 1.9
Cash and cash equivalents 87.4 292.5 105.7
691.2 835.0 722.0
Total assets 2,444.1 1,845.8 2,559.3
LIABILITIES
Current liabilities
Borrowings (6.3) - (13.3)
Derivative financial instruments (0.4) (0.5) (1.0)
Trade and other payables (338.0) (309.1) (330.8)
Lease liabilities (18.3) (12.5) (22.1)
Current tax liabilities (5.2) (23.7) (6.3)
Provisions (20.5) (8.7) (21.9)
(388.7) (354.5) (395.4)
Net current assets 302.5 480.5 326.6
Non-current liabilities
Borrowings (626.8) - (641.4)
Other payables (16.7) (19.7) (27.6)
Derivative financial instruments - (0.2) (0.8)
Lease liabilities (58.2) (49.0) (54.6)
Provisions (1.5) (2.7) (3.2)
Retirement benefit obligations (11.1) (10.2) (11.1)
Deferred tax liabilities (36.4) (1.3) (44.6)
(750.7) (83.1) (783.3)
Total liabilities (1,139.4) (437.6) (1,178.7)
Net assets 1,304.7 1,408.2 1,380.6
EQUITY
Share capital 5.2 5.2 5.2
Share premium 231.4 231.4 231.4
Retained earnings 1,099.1 1,161.7 1,138.4
Translation reserve (36.6) 5.6 3.9
Hedging reserve 1.9 (0.5) (2.7)
Merger reserve 3.1 3.1 3.1
Capital redemption reserve 1.3 1.3 1.3
Total equity attributable to equity holders of the parent 1,305.4 1,407.8 1,380.6
Non-controlling interest (0.7) 0.4 -
Total equity 1,304.7 1,408.2 1,380.6
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2025
Six months ended 30 June Year ended 31 December
2025 2024 2024
(Unaudited) (Unaudited) (Audited)
Note £m £m £m
Cash generated from operations 7 75.9 57.4 138.5
Net income taxes received/(paid) 1.9 (26.8) (45.3)
Net cash inflow from operating activities 77.8 30.6 93.2
Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets (21.1) (15.8) (51.7)
Proceeds from disposal of property, plant and equipment and software 0.1 0.4 2.1
Acquisition of businesses, net of cash acquired - (0.8) (731.2)
Inflow from disposal of businesses, net of tax paid of £nil (H1 2024: £25.2m - 248.8 225.7
and FY 2024: £48.1m)
Interest received 0.5 5.0 7.1
Net cash (outflow)/inflow from investing activities (20.5) 237.6 (548.0)
Cash flows from financing activities
Interest paid on borrowings (16.1) (2.6) (15.3)
Interest paid on lease liabilities (1.6) (1.4) -
Dividends paid to equity holders of the parent 5 (56.2) (54.2) (80.5)
Share buyback purchase of shares 8 - (46.0) (96.7)
Net proceeds from exercise of share options 0.3 0.5 0.5
Payments on principal portion of lease liabilities (6.5) (5.9) (15.2)
Proceeds from borrowings 95.7 - 954.1
Debt acquired with borrowings - - 39.6
Repayment of borrowings (88.7) - (347.4)
Net cash (outflow)/inflow from financing activities (73.1) (109.6) 439.1
Net (decrease)/increase in cash and cash equivalents (15.8) 158.6 (15.7)
Cash and cash equivalents at beginning of period 105.7 138.8 138.8
Effect of foreign exchange rate changes (2.5) (4.9) (17.4)
Cash and cash equivalents at end of period 87.4 292.5 105.7
Notes to the condensed set of financial statements
Six months ended 30 June 2025
1. Basis of preparation and accounting policies
a) Basis of accounting
The Condensed Consolidated Interim Financial Statements of the Company for the
six months ended 30 June 2025 comprise the Company and its subsidiaries,
together referred to as the 'Group'. These Condensed Consolidated Interim
Financial Statements are presented in millions of Pounds Sterling rounded to
the nearest one decimal place, which is the Group's presentational currency.
The Consolidated Financial Statements of the Group for the year ended 31
December 2024 are available upon request from the Company's registered office
at 6th Floor, The Block, Space House, 12 Keeley Street, London, WC2B 4BA, and
on the Company's website at www.spectris.com (http://www.spectris.com) .
These Condensed Consolidated Interim Financial Statements have been prepared
in accordance with the Disclosure and Transparency Rules of the Financial
Conduct Authority and with IAS 34, 'Interim Financial Reporting', as adopted
by the United Kingdom. They do not include all of the information required for
full annual financial statements and should be read in conjunction with the
Consolidated Financial Statements of the Group for the year ended 31 December
2024.
The Condensed Consolidated Financial Statements have been prepared using
consistent accounting policies with those of the previous financial year.
The Condensed Consolidated Interim Financial Statements for the six-month
period ended 30 June 2025 are unaudited but have been subject to an
independent review by the auditor. They do not constitute statutory financial
statements as defined in section 434 of the Companies Act 2006. The
comparative figures for the financial year ended 31 December 2024 are derived
from the Company's statutory accounts for that financial year. Those accounts
have been reported on by the Company's auditor and delivered to the Registrar
of Companies. The Report of the auditor was (i) unqualified, (ii) did not
include a reference to any matters to which the auditor drew attention by way
of emphasis without qualifying their report, and (iii) did not contain a
statement under section 498(2) or 498(3) of the Companies Act 2006.
The Group's financial risk management objectives and policies are consistent
with those disclosed in the Consolidated Financial Statements of the Group for
the year ended 31 December 2024. These Condensed Consolidated Interim
Financial Statements were approved by the Board of Directors on 6 August 2025.
New standards and interpretations applied for the first time
There were no new standards, amendments or interpretations applied for the
first time that had a material impact for the Group.
New standards and interpretations not yet applied
There were no new or revised IFRSs, amendments or interpretations in issue but
not yet effective that are potentially material for the Group and which have
not yet been applied.
b) Going concern
In determining the basis of preparation for the Condensed Consolidated
Financial Statements, the Directors have considered the Group's available
resources, current business activities and factors likely to impact on its
future development and performance, including the impact of economic factors
such as rising interest rates and inflation as well as climate change on the
Group, which are described in the Chief Executive's Review, Financial Review
and Divisional Review.
The Group finances its operations from retained earnings and, where
appropriate, from third-party borrowings. Total borrowings as at 30 June 2025
were £633.1m (H1 2024: £nil; FY 2024 £654.7m).
On 7 May 2025, the £400.0m multi-currency revolving credit facility was
extended by one year to mature in 2030. As at 30 June 2025 the Group's
committed facilities consisted of the £400.0m RCF, which had £260.0m undrawn
(H1 2024: £400.0m undrawn; FY 2024: £268.7m undrawn), Euro (EUR) and US
Dollar (USD) term facilities totalling £188.8m and EUR and USD US Private
Placement (USPP) with maturities ranging from 5 to 10 years totalling
£298.0m.
The Group regularly monitors its financial position to ensure that it remains
within the terms of its lender covenants. The minimum permitted interest cover
(i) is 3.75x; the covenant result was 8.3x for the twelve-month period ended
30 June 2025 (30 June 2024: N/A; 31 December 2024: 29.0x). The maximum
permitted leverage (ii) is 3.5x; as at 30 June 2025, leverage was 2.3x (30
June 2024: less than zero; 31 December 2024: 2.3x).
(i) Covenant defined earnings before interest, tax and amortisation
(EBITDA) divided by net finance charges; and
(ii) Covenant-defined net debt / EBITDA.
At 30 June 2025, the Group had a cash and cash equivalents balance of £87.4m.
The Group also had various uncommitted credit lines and bank overdraft
facilities available.
The Group has prepared and reviewed cash flow forecasts for the period to 31
December 2029, which reflect forecasted changes in revenue across its business
and compared these to a reverse stress test of the forecasts to determine the
extent of downturn which would result in a breach of covenants. The reverse
stress test does not take into account any mitigating actions which the Group
would implement in the event of a severe and extended revenue decline, which
would increase the headroom further. In addition, when assessing going
concern, the Directors considered a 'severe but plausible' downside scenario
that reflects a combination of events that results in an outcome that is
negative to our base case but is still considered possible. In this scenario
the Group still operates within its covenant restrictions and with sufficient
liquidity headroom.
On 5 August 2025 the board of Project Aurora Bidco Limited (a special purpose
vehicle indirectly wholly-owned by funds advised by Kohlberg Kravis Roberts
& Co. L.P. and its affiliates) (KKR BidCo) and the Spectris plc board
announced that they had reached agreement on the terms of a recommended cash
acquisition by KKR Bidco of the entire issued and to be issued share capital
of Spectris Plc (the KKR Acquisition). The KKR Acquisition is expected to be
affected by means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006. This follows certain other transaction announcements
as set out earlier in this announcement. As part of its going concern review,
the Group has assessed the potential implications of the proposed sale
transaction. The Group has agreements with advisors which are, in the main,
contingent upon a successful closing of the sale of the business and are
estimated to total £79 million. As part of its going concern scenarios, the
Group identified that it had sufficient liquidity to satisfy these costs in
addition to the ongoing inflows/outflows of the business.
The Directors have reviewed the intention statements included in the
announcement of the KKR Acquisition on 2 July 2025 (section 8 'Strategic plans
and intentions with regard to management, employees and places of business')
and have concluded that this supports continuing to adopt the going concern
basis.
Following this assessment, the Board of Directors are satisfied that the Group
has sufficient resources to continue in operation for a period of not less
than 12 months from the date of this report. Accordingly, it continues to
adopt the going concern basis in relation to this conclusion and preparing the
Condensed Consolidated Financial Statements.
c) Seasonality
The Group's financial results and cash flows have, historically, been subject
to seasonal trends between the first and second half of the financial year.
Historically, the second half of the financial year sees higher revenue and
profitability. There is no assurance that this trend will continue in the
future.
d) Critical accounting judgments and key sources of estimation uncertainty
update
In determining and applying accounting policies, judgement is often required
where the choice of specific policy, assumption or accounting estimate to be
followed could materially affect the reported amounts of assets, liabilities,
income and expenses, should it be determined that a different choice be more
appropriate. Estimates and assumptions are reviewed on an ongoing basis and
are based on historical experience and various other factors that are believed
to be reasonable under the circumstances.
The Group's critical accounting judgments and other key sources of estimation
uncertainty remain the same as those as set out in the Group's Consolidated
Financial Statements for the year ended 31 December 2024.
2. Operating segments
The Group's reportable segments are described below. The segmental
divisional structure reflects the way the business is managed as well as the
current internal reporting provided to the Chief Operating Decision Maker
(considered to be the Board) on a regular basis to assist in making decisions
on capital allocated to each segment and to assess performance. The segment
results include an allocation of head office expenses, where the costs are
attributable to a segment. Costs of running the PLC are reported separately as
Group costs.
The following summarises the operations in each of the Group's reportable
segments:
· Spectris Scientific provides advanced measurement and materials
characterisation, accelerating innovation and efficiency in R&D and
manufacturing. The operating companies in this segment are Malvern
Panalytical, Particle Measuring Systems and Servomex;
· Spectris Dynamics provides differentiated sensing, data
acquisition, analysis modelling and simulation solutions to help customers
accelerate product development and enhance product performance;
· The Red Lion Controls segment was a high value precision in-line
sensing and monitoring business. Red Lion Controls was disposed of in 2024;
· Group costs consist of the cost of running the PLC.
Information about reportable segments
Spectris Scientific Spectris Dynamics Group costs(1) Total
Six months ended 30 June 2025 £m £m £m £m
Segment revenues 386.2 250.1 - 636.3
Inter-segment revenue (0.2) - - (0.2)
External revenue 386.0 250.1 - 636.1
Operating profit 26.8 14.4 (16.4) 24.8
Share of results of associates (0.1) - - (0.1)
Fair value through profit and loss movements on debt investments(1) 0.7
Financial income(1) 0.6
Finance costs(1) (23.5)
Profit before tax(1) 2.5
Taxation credit(1) 2.0
Profit after tax(1) 4.5
1. Not allocated to reportable segments.
Spectris Scientific Spectris Dynamics Red Lion Controls Group costs(1) Total
Six months ended 30 June 2024 £m £m £m £m £m
Segment revenues 320.0 249.4 20.3 - 589.7
Inter-segment revenue - - - - -
External revenue 320.0 249.4 20.3 - 589.7
Operating profit 16.4 10.7 3.5 (6.6) 24.0
Share of results of associates (0.5) 0.1 - - (0.4)
Fair value through profit and loss movements on debt investments(1) (4.2)
Profit on disposal of businesses(1) 210.6
Financial income(1) 8.2
Finance costs(1) (2.9)
Profit before tax(1) 235.3
Taxation charge(1) (54.3)
Profit after tax(1) 181.0
1. Not allocated to reportable segments.
Spectris Scientific Spectris Dynamics Red Lion Controls Group costs(1) Total
Year ended 31 December 2024 £m £m £m £m £m
Segment revenues 777.1 501.7 20.3 - 1,299.1
Inter-segment revenue (0.4) - - - (0.4)
External revenue 776.7 501.7 20.3 - 1,298.7
Operating profit 86.3 19.5 3.5 (11.7) 97.6
Share of results of associates (0.9) 0.5 - - (0.4)
Fair value through profit and loss movements on debt investments(1) (1.9)
Profit on disposal of businesses(1) 210.2
Financial income(1) 15.0
Finance costs(1) (17.8)
Profit before tax(1) 302.7
Taxation charge(1) (69.5)
Profit after tax(1) 233.2
1. Not allocated to reportable segments.
Geographical segments
The Group's operating segments are each located in several geographical
locations and sell to external customers in all parts of the world. No
individual country amounts to more than 3% of revenue by location of customer,
other than those noted below. The following is an analysis of revenue from
continuing operations by geographical destination.
Six months ended 30 June Year ended 31 December
2025 2024 2024
£m £m £m
UK 23.1 20.7 44.3
Germany 60.4 60.3 123.3
France 27.6 22.6 53.5
Rest of Europe 103.1 86.4 191.0
USA 155.9 151.7 325.2
Rest of North America 14.3 13.7 29.2
Japan 35.5 30.1 68.8
China 104.9 97.5 214.1
South Korea 19.0 14.5 43.2
Rest of Asia 63.3 65.2 145.6
Rest of the world 29.0 27.0 60.5
636.1 589.7 1,298.7
3. Financial income and finance costs
Six months ended 30 June Year ended 31 December
2025 2024 2024
Financial income £m £m £m
Interest receivable (0.6) (4.9) (7.1)
Net gain on retranslation of short-term inter-company loan balances - (3.3) (7.9)
(0.6) (8.2) (15.0)
Six months ended 30 June Year ended
31 December
2025 2024 2024
Finance costs £m £m £m
Interest payable on loans and overdrafts 15.3 1.3 14.5
Net loss on retranslation of short-term inter-company loan balances 6.1 - -
Unwinding of discount factor on lease liabilities 1.6 1.4 2.7
Unwinding of discount factor on redemption liability 0.2 0.1 0.4
Net interest cost on pension plan obligations 0.1 0.1 0.2
Fair value loss on derivative financial instrument 0.2 - -
23.5 2.9 17.8
Net finance costs/(credit) 22.9 (5.3) 2.8
4. Taxation
The tax charge for the six months to 30 June 2025 has been calculated using
the effective tax rate which is expected to apply to the Group for the full
year, using tax rates substantively enacted at 30 June 2025. The effective tax
rate applied to adjusted profit before tax for the half year is 23.5% (H1
2024: 23.0%; FY 2024: 22.7%). The effective tax rate has been estimated using
full year projections of adjusted profit before tax by territory and the tax
rates applying in those territories. The tax rates applied to adjusting items
are established on an individual basis for each adjusting item.
A reconciliation of the tax charge on adjusted profit to the actual tax charge
is presented below:
Six months ended 30 June Year ended 31 December
2025 2024 2024
£m £m £m
Tax charge on adjusted profit before tax 11.4 14.5 43.5
Tax credit on amortisation of acquisition-related intangible assets (4.9) (1.9) (4.9)
Tax credit on net transaction-related costs and fair value adjustments (0.3) (0.8) (0.9)
Tax charge on profit on disposal of businesses - 49.2 49.1
Tax (credit)/charge on net loss/(gain) on retranslation of short-term (0.5) 0.2 0.3
inter-company loan balances
Tax credit on contribution to Spectris Foundation - - (0.2)
Pillar Two current tax charge relating to adjusting items - - 0.7
Tax credit on configuration and customisation costs carried out by third (3.7) (5.9) (12.7)
parties on material SaaS projects
Tax credit on public-offer related costs (1.1) - -
Tax credit on restructuring costs (3.1) - (4.9)
Tax charge/(credit) on fair value through profit and loss movements on debt 0.2 (1.0) (0.5)
investments
Total tax (credit)/charge (2.0) 54.3 69.5
The Group has applied the temporary exception included in IAS 12 'Income
Taxes' from recognising or disclosing information about deferred taxes related
to 'Pillar Two' income taxes. This mandatory temporary exception was included
in the narrow scope amendments to IAS 12 published by the IASB in May 2023.
5. Dividends
Six months ended 30 June Year ended 31 December
2025 2024 2024
Amounts recognised and paid as distributions to owners of the Company in the £m £m £m
period
Final dividend for the year ended 31 December 2024 of 56.6p per share 56.2 - -
Final dividend for the year ended 31 December 2023 of 53.9p per share - 54.2 54.2
Interim dividend for the year ended 31 December 2024 of 26.6p per share - - 26.3
56.2 54.2 80.5
An interim 2025 dividend of 28.0p per share has been declared and will be
payable on 7 November 2025 to ordinary shareholders on the register at the
close of business on 3 October 2025.
6. Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the
period attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period (excluding treasury shares).
Diluted profit per share amounts are calculated by dividing the net profit
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period but adjusted for the effects of
dilutive options. This additional adjustment is not made when there is a net
loss attributable to ordinary shareholders.
Six months ended 30 June Year ended 31 December
Basic earnings per share 2025 2024 2024
Profit after tax (£m) 4.5 181.0 233.2
Non-controlling interest (£m) 0.7 - 0.4
Profit attributable to ordinary equity holders of the parent for basic 5.2 181.0 233.6
earnings (£m)
Weighted average number of shares outstanding (millions) 99.0 100.8 100.2
Basic earnings per share (pence) 5.3 179.6 233.1
Six months ended 30 June Year ended 31 December
Diluted earnings per share 2025 2024 2024
Profit after tax (£m) 4.5 181.0 233.2
Non-controlling interest (£m) 0.7 - 0.4
Profit attributable to ordinary equity holders of the parent for diluted 5.2 181.0 233.6
earnings (£m)
Basic weighted average number of shares outstanding (millions) 99.0 100.8 100.2
Weighted average number of dilutive 5p ordinary shares under option (millions) 1.0 0.7 0.9
Weighted average number of 5p ordinary shares that would have been issued at (0.2) (0.2) -
average market value from proceeds of dilutive share options (millions)
Diluted weighted average number of shares outstanding (millions) 99.8 101.3 101.1
Diluted earnings per share (pence) 5.2 178.7 231.1
7. Cash generated from operations
Six months ended 30 June Year ended 31 December
2025 2024 2024
Note £m £m £m
Cash flows from operating activities
Profit after tax 4.5 181.0 233.2
Adjustments for:
Taxation (credit)/charge (2.0) 54.3 69.5
Share of post-tax results of associates 0.1 0.4 0.4
Profit on disposal of businesses - (210.6) (210.2)
Finance costs 3 23.5 2.9 17.8
Financial income 3 (0.6) (8.2) (15.0)
Depreciation and impairment of property, plant and equipment 16.9 15.5 31.7
Amortisation, impairment and other non-cash adjustments made of intangible 26.7 9.9 29.3
assets
Transaction-related fair value adjustments (18.1) 0.2 (2.2)
Public offer-related costs 7.9 - -
Fair value through profit and loss movements on debt investments (0.7) 4.2 1.9
Profit on disposal and re-measurement of property, plant and equipment and - (0.1) (1.2)
associated lease liabilities
Equity-settled share-based payment expense 6.0 6.3 8.1
Operating cash flow before changes in working capital and provisions 64.2 55.8 163.3
Decrease/(increase) in trade and other receivables 25.6 25.6 (26.7)
(Increase)/decrease in inventories (23.8) (6.9) 24.0
Increase/(decrease) in trade and other payables 13.8 (15.2) (27.5)
(Decrease)/increase in provisions and retirement benefits (3.9) (1.9) 5.4
Cash generated from operations 75.9 57.4 138.5
8. Treasury shares and employee benefit trust shares
During the six months ended 30 June 2025 there has been no share buyback
activity.
During the six months ended 30 June 2024, 1,313,979 ordinary shares were
repurchased and cancelled by the Group as part of the first tranche of the
£150.0m share buyback programme announced on 11 December 2023, resulting in a
cash outflow of £46.0m, including transaction fees of £0.2m.
At 30 June 2025, the Group held 5,138,334 treasury shares (H1 2024: 3,806,195;
FY 2024: 5,545,700). During the period, 407,366 (H1 2024: 321,841; FY 2024:
368,024) of these shares were issued to satisfy options exercised by, and SIP
Matching Shares awarded to, employees which were granted under the Group's
share schemes.
9. Financial instruments
The following tables show the fair value measurement of financial instruments
by level following the fair value hierarchy:
· Level 1: quoted listed stock exchange prices (unadjusted) in
active markets for identical assets;
· Level 2: inputs other than quoted prices within level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or
indirectly (i.e. derived from prices); and
· Level 3: inputs for assets and liabilities derived from valuation
techniques that include inputs for the assets or liability that are not based
on observable market data.
The fair value measurement methodology of all financial instruments remains
consistent with the approach disclosed in the Consolidated Financial
Statements for the year ended 31 December 2024.
Level 1 fair value Level 2 fair value Level 3 Carrying amount
fair value
Six months ended 30 June 2025 £m £m £m £m
Fair value hierarchy categorisation of financial instruments measured at fair
value
Deferred and contingent consideration payable on acquisitions - - (8.9) (8.9)
Investment in equity instruments designated at initial recognition at fair 0.4 - 23.3 23.7
value through other comprehensive income
Investment in debt instruments - - 20.5 20.5
Forward exchange contract assets - 7.5 - 7.5
Cash and cash equivalents - 87.4 - 87.4
Floating rate borrowings and bank overdrafts - (335.1) - (335.1)
Fixed rate borrowings and bank overdrafts - (298.0) - (298.0)
Forward exchange contract liabilities - (0.4) - (0.4)
(503.3)
Level 1 fair value Level 2 Level 3 Carrying amount
fair value fair value
Six months ended 30 June 2024 £m £m £m £m
Fair value hierarchy categorisation of financial instruments measured at fair
value
Deferred and contingent consideration receivable on acquisitions - - 0.5 0.5
Deferred and contingent consideration payable on acquisitions - - (17.7) (17.7)
Investment in equity instruments designated at initial recognition at fair 0.3 - 23.2 23.5
value through other comprehensive income
Investment in debt instruments - - 17.5 17.5
Forward exchange contract assets - 4.1 - 4.1
Cash and cash equivalents - 292.5 - 292.5
Forward exchange contract liabilities - (0.7) - (0.7)
319.7
Level 1 fair value Level 2 fair value Level 3 Carrying amount
fair value
Year ended 31 December 2024 £m £m £m £m
Fair value hierarchy categorisation of financial instruments measured at fair
value
Deferred and contingent consideration payable on acquisitions - - (29.5) (29.5)
Investment in equity instruments designated at initial recognition at fair 0.3 - 22.7 23.0
value through other comprehensive income
Investment in debt instruments - - 19.8 19.8
Forward exchange contract assets - 2.8 - 2.8
Cash and cash equivalents - 105.7 - 105.7
Floating rate borrowings and bank overdrafts - (338.8) - (338.8)
Fixed rate borrowings and bank overdrafts - (309.4) - (315.9)
Forward exchange contract liabilities - (1.8) - (1.8)
(534.7)
There were no movements between the different levels of the fair value
hierarchy in the period.
The fair value of floating rate borrowings approximates to the carrying amount
because interest rates are at floating rates where payments are reset to
market rates at intervals of less than one year.
The fair value of fixed rate borrowings is estimated by discounting the future
contracted cash flow, using appropriate yield curves, to the net present
values.
The level 1 £0.4m (H1 2024: £0.3m, FY 2024: £0.3m) of investments in equity
instruments is calculated using quoted market prices in an active market at
the balance sheet date.
The level 2 fair value of forward exchange contracts is determined using
discounted cash flow techniques based on readily available market data.
The level 2 and level 3 fair value of cash and cash equivalents approximates
to the carrying amount because of the short maturity of these instruments.
The level 3 fair value of deferred and contingent consideration is determined
by considering the performance expectations of the acquired or disposed entity
or the likelihood of non-financial integration milestones whilst applying the
entity-specific discount rates. The unobservable inputs are the projected
forecast measures that are assessed on an annual basis. Changes in the fair
value of deferred and contingent consideration relating to updated projected
forecast performance measures are recognised in the Condensed Consolidated
Income Statement within administrative expenses in the Condensed Consolidated
Income Statement in the period that the change occurs.
Six months ended 30 June Year ended 31 December
2025 2024 2024
£m £m £m
Reconciliation of level 3 fair value for deferred and contingent consideration
payable on acquisitions
At 1 January (29.5) (10.1) (10.1)
Deferred and contingent consideration arising from current period acquisitions - (6.9) (22.6)
payable in future periods
Deferred and contingent consideration paid in the current period relating to - - 2.3
previous periods' acquisitions
Costs charged to the Condensed Consolidated Income Statement:
Subsequent adjustment on acquisitions and disposals 18.7 (0.2) 2.2
Foreign exchange difference 1.9 - (1.3)
At end of period (8.9) (17.2) (29.5)
The level 3 £23.3m (H1 2024: £23.2m, FY 2024: £22.7m) of investment in
equity instruments consists of the investment units in EZ Ring FPCI, the fund
holding the combined UTAC-Millbrook group. This investment is recognised at
fair value, using the income approach, with the key input being a discounted
cash flow. A 1% to 5% decrease in net asset value per share would cause a
£0.2m to £1.2m decrease in the fair value.
Six months ended 30 June Year ended 31 December
2025 2024 2024
£m £m £m
Reconciliation of level 3 fair value for investment in equity instruments
At 1 January 22.7 23.9 23.9
Fair value movement on level 3 investment in equity instruments (0.1) (0.1) (0.1)
Foreign exchange difference 0.7 (0.6) (1.1)
At end of period 23.3 23.2 22.7
The level 3 £20.5m (H1 2024: £17.5m, FY 2024: £19.8m) of investment in debt
instruments consists of a vendor loan note receivable. This investment is
recognised at fair value by establishing an appropriate market yield. The key
inputs used were synthetic credit ratings and market interest rates. The Group
has performed sensitivity analysis of reasonable possible changes in key
inputs. A 1% decrease in market interest rates would cause a £0.5m increase
in the fair value and 1% increase would cause a £0.5m decrease in the fair
value.
Six months ended 30 June Year ended 31 December
2025 2024 2024
£m £m £m
Reconciliation of level 3 fair value for investment in debt instruments
At 1 January 19.8 21.7 21.7
Fair value movement on level 3 investment in debt instruments 0.7 (4.2) (1.9)
At end of period 20.5 17.5 19.8
10. Post balance sheet events
On 5 August 2025 the board of Project Aurora Bidco Limited (a special purpose
vehicle indirectly wholly-owned by funds advised by Kohlberg Kravis Roberts
& Co. L.P. and its affiliates) (KKR BidCo) and the Spectris plc board (the
Spectris Board) announced that they had reached agreement on the terms of a
recommended cash acquisition by KKR Bidco of the entire issued and to be
issued share capital of Spectris plc (the KKR Acquisition). Under the terms of
the KKR Acquisition, each Spectris shareholder will be entitled to receive
£41.75 for each Spectris share they hold, comprising £41.47 in cash from KKR
Bidco and an interim dividend of 28.0 pence to be paid by Spectris, which has
now been declared in the ordinary course.The KKR Acquisition is expected to be
effected by means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006.
Previously, on 23 June 2025, the board of MI Metron UK Bidco Ltd (an indirect
subsidiary of funds managed and/or advised by Advent International, L.P.)
(Metron Bidco) and the Spectris Board announced that they had reached
agreement on the terms of a recommended cash acquisition by Metron Bidco of
Spectris plc at an offer value of £37.63 per Spectris share (the First Advent
Offer). Following the First Advent Offer, on 2 July 2025, the board of KKR
Bidco and the Spectris Board announced they had reached agreement on the terms
of a recommended cash acquisition by KKR Bidco of Spectris plc at an offer
value of £40.00 per Spectris share (the First KKR Offer), and the Spectris
Board withdrew its recommendation of the First Advent Offer.
Following the First KKR Offer, on 29 July 2025, the board of Metron Bidco and
the Spectris Board announced that they had reached agreement on the terms of a
recommended cash acquisition by Metron Bidco of Spectris plc at an offer value
of £41.00 per Spectris share (the Second Advent Offer), and the Spectris
Board withdrew its recommendation of the First KKR Offer.
In light of their subsequent recommendation of the KKR Acquisition, the
Spectris directors decided unanimously to withdraw their recommendation of the
Second Advent Offer.
In order to approve the terms of the KKR Acquisition, the required majority of
Scheme Shareholders will need to vote in favour of the resolution to be
proposed at the Court Meeting and the required majority of Spectris
Shareholders will need to vote in favour of the special resolution to be
proposed at the General Meeting. Subject to any further developments, the
Court Meeting and the General Meeting are expected to be held on 27 August
2025.
Appendix - Alternative performance measures
Policy
Spectris uses adjusted and underlying figures as key performance measures in
addition to those reported under IFRS, as management believe these measures
enable management and stakeholders to assess the underlying performance of the
businesses as they exclude certain items that are considered to be significant
in nature or quantum, foreign exchange movements and the impact of
acquisitions and disposals. The APMs may not be comparable with similarly
titled measures presented in other companies and should not be viewed in
isolation but as supplementary information.
The alternative performance measures (APMs) are consistent with how the
businesses' performance is planned and reported within the internal management
reporting to the Board and Operating Committees. Some of these measures are
used for the purpose of setting remuneration targets. The key APMs that the
Group uses include like-for-like (LFL) organic performance measures and
adjusted measures for the income statement together with adjusted financial
position and cash flow measures. Explanations of how they are calculated and
how they are reconciled to an IFRS statutory measure are set out below.
Adjusted measures
The Group's policy is to exclude items that are considered to be significant
in nature or quantum and where treatment as an adjusted item provides
stakeholders with additional useful information to better assess the
period-on-period trading performance of the Group. Some of these items are
material in nature and the costs are expected to be incurred over more than
one reporting period.
The Group excludes such items which management have defined for 2025 and 2024
as:
Items excluded Significant in nature/quantum
Restructuring costs from significant programmes(1) Nature
Amortisation of acquisition-related intangible assets Nature
Transaction-related costs, deferred and contingent consideration fair value Nature
adjustments and release of fair value adjustments to inventory
Public offer-related costs Nature
Spectris Foundation contribution(1) Nature
Configuration and customisation costs on material SaaS projects(1) Quantum
Profits or losses on termination or disposal of businesses Nature
Unrealised changes in the fair value of financial instruments Nature
Fair value through profit and loss movements on debt investments Nature
Gains or losses on retranslation of short-term inter-company loan balances Nature
Related tax effects on the above and other tax items which do not form part of Dependent on above classification
the underlying tax rate
(1) Multi-year project, where the cost is expected to continue beyond the
current reporting period.
LFL measures
Reference is made to LFL and organic measures throughout this document. LFL
and organic have the same definition, as set out below.
The Board reviews and compares current and prior period segmental sales and
adjusted operating profit at constant exchange rates and excludes the impact
of acquisitions and disposals during the period.
The constant exchange rate comparison uses the current period segmental
information, stated in each entity's functional currency, and translates the
results into its presentation currency using the prior period's monthly
exchange rates, irrespective of the underlying transactional currency.
The incremental impact of business acquisitions is excluded for the first
twelve months of ownership from the month of purchase. For business disposals,
comparative figures for segmental sales and adjusted gross profit, overheads
and operating profit (adjusted results) are adjusted to reflect the comparable
periods of ownership.
On 1 April 2024, the Red Lion Controls business was disposed of and, as a
result, the segmental LFL adjusted results for the Red Lion Controls segment
for 2024 exclude the trading results of the Red Lion Controls business for the
period from January 2024 to March 2024.
The LFL measure is presented as a means of eliminating the effects of exchange
rate fluctuations on the period-on-period statutory results as well as
allowing the Board to assess the underlying trading performance of the
businesses on a LFL basis for both sales and operating profit.
Based on the above policy, the adjusted performance measures are derived from
the statutory figures as follows:
Income statement measures
a) LFL adjusted sales by segment
H1 2025 LFL adjusted sales versus H1 2024 LFL adjusted sales
Spectris Scientific Spectris Dynamics H1 2025 Total
Six months ended 30 June 2025 sales by segment £m £m £m
Sales 386.0 250.1 636.1
Constant exchange rate adjustment to H1 2024 exchange rates 9.4 4.9 14.3
Acquisitions (65.0) (12.8) (77.8)
LFL adjusted sales 330.4 242.2 572.6
Spectris Scientific Spectris Dynamics Red Lion Controls H1 2024 Total
Six months ended 30 June 2024 sales by segment £m £m £m £m
Sales 320.0 249.4 20.3 589.7
Disposal of businesses - - (20.3) (20.3)
LFL adjusted sales 320.0 249.4 - 569.4
b) Adjusted operating profit and adjusted operating margin
H1 2025 LFL adjusted operating profit versus H1 2024 LFL adjusted operating
profit
Six months ended 30 June 2025 adjusted operating profit Spectris Scientific Spectris Dynamics Group costs H1 2025 Total
£m £m £m £m
Statutory operating profit 26.8 14.4 (16.4) 24.8
Restructuring costs 11.4 0.6 - 12.0
Net transaction-related costs and fair value adjustments (17.4) 0.6 - (16.8)
Public offer-related costs - - 7.9 7.9
Configuration and customisation costs on material SaaS projects 3.7 9.3 - 13.0
Amortisation of acquisition-related intangible assets 18.5 6.2 - 24.7
Adjusted operating profit 43.0 31.1 (8.5) 65.6
Constant exchange rate adjustment to H1 2024 exchange rates 0.8 0.3 - 1.1
Acquisitions (7.1) (2.3) - (9.4)
LFL adjusted operating profit 36.7 29.1 (8.5) 57.3
Spectris Scientific Spectris Dynamics Red Lion Controls Group costs H1 2024 Total
Six months ended 30 June 2024 adjusted operating profit
£m £m £m £m £m
Statutory operating profit 16.4 10.7 3.5 (6.6) 24.0
Net transaction-related costs and fair value adjustments 5.5 1.7 0.2 - 7.4
Configuration and customisation costs on material SaaS projects 8.9 13.1 - - 22.0
Amortisation of acquisition-related intangible assets 2.6 5.1 - - 7.7
Adjusted operating profit 33.4 30.6 3.7 (6.6) 61.1
Disposal of businesses - - (3.7) - (3.7)
LFL adjusted operating profit 33.4 30.6 - (6.6) 57.4
Year ended 31 December 2024 adjusted operating profit Spectris Scientific Spectris Dynamics Red Lion Controls Group costs 2024 Total
£m £m £m £m £m
Statutory operating profit 86.3 19.5 3.5 (11.7) 97.6
Restructuring costs 7.5 10.8 - - 18.3
Net transaction-related costs and fair value adjustments 12.4 3.6 0.2 - 16.2
Spectris Foundation Contribution - - - 0.8 0.8
Configuration and customisation costs on material SaaS projects 17.0 27.7 - - 44.7
Amortisation of acquisition-related intangible assets 14.3 10.7 - - 25.0
Adjusted operating profit 137.5 72.3 3.7 (10.9) 202.6
Spectris Scientific Spectris Dynamics H1 2025 Total
Six months ended 30 June 2025 operating margin % % %
Statutory operating margin(1) 6.9 5.8 3.9
Adjusted operating margin(2) 11.1 12.4 10.3
LFL adjusted operating margin(3) 11.1 12.0 10.0
Spectris Scientific Spectris Dynamics Red Lion Controls H1 2024 Total
Six months ended 30 June 2024 operating margin % % % %
Statutory operating margin(1) 5.1 4.3 17.2 4.1
Adjusted operating margin(2) 10.4 12.3 18.2 10.4
LFL adjusted operating margin(3) 10.4 12.3 n/a 10.1
Spectris Scientific Spectris Dynamics Red Lion Controls 2024 Total
Year ended 31 December 2024 operating margin % % % %
Statutory operating margin(1) 11.1 3.9 17.2 7.5
Adjusted operating margin(2) 17.7 14.4 18.2 15.6
1. Statutory operating margin is calculated as statutory operating
profit divided by sales
2. Adjusted operating margin is calculated as adjusted operating
profit divided by sales
3. LFL adjusted operating margin is calculated as LFL adjusted
operating profit divided by LFL adjusted sales. Refer to the tables above for
a reconciliation of the nearest GAAP measure (sales/operating profit
respectively) to LFL adjusted sales/LFL adjusted operating profit.
c) Adjusted net finance credit
Six months ended Year ended 31 December
30 June
2025 2024 2024
£m £m £m
Statutory net finance (costs)/credit (22.9) 5.3 (2.8)
Net loss/(gain) on retranslation of short-term inter-company loan balances 6.1 (3.2) (7.9)
Adjusted net finance (costs)/credit (16.8) 2.1 (10.7)
d) Adjusted profit before taxation
Six months ended Year ended 31 December
30 June
2025 2024 2024
£m £m £m
Adjusted operating profit 65.6 61.1 202.6
Share of post-tax results of associates (0.1) (0.4) (0.4)
Adjusted net finance credit (16.8) 2.1 (10.7)
Adjusted profit before taxation 48.7 62.8 191.5
e) Adjusted earnings per share
Six months ended Year ended 31 December
30 June
2025 2024 2024
Adjusted earnings £m £m £m
Statutory profit after tax 4.5 181.0 233.2
Adjusted for:
Restructuring costs 12.0 - 18.3
Net transaction-related costs and fair value adjustments (16.8) 7.4 16.2
Public offer-related costs 7.9 - -
Spectris Foundation Contribution - - 0.8
Configuration and customisation costs on material SaaS projects 13.0 22.0 44.7
Amortisation of acquisition-related intangible assets 24.7 7.7 25.0
Fair value through profit and loss movements on debt investments (0.7) 4.2 1.9
(Profit)/loss on disposal of businesses - (210.6) (210.2)
Net loss/(gain) on retranslation of short-term inter-company loan balances 6.1 (3.2) (7.9)
Tax effect of the above and other non-recurring items (13.4) 39.8 26.0
Non-controlling interest 0.7 - 0.4
Adjusted earnings 38.0 48.3 148.4
Six months ended Year ended 31 December
30 June
2025 2024 2024
Adjusted earnings per share £m £m £m
Weighted average number of shares outstanding (millions) 99.0 100.8 100.2
Adjusted earnings per share (pence) 38.4 47.9 148.1
Basic earnings per share in accordance with IAS 33 'Earnings Per Share' are
disclosed in note 6.
Financial position measures
f) Net (debt)/cash
Six months ended Year ended 31 December
30 June
2025 2024 2024
£m £m £m
Bank overdrafts (6.3) - (13.3)
Bank loans unsecured (626.8) - (641.4)
Total borrowings (633.1) - (654.7)
Cash and cash equivalents 87.4 292.5 105.7
Net (debt)/cash (545.7) 292.5 (549.0)
Net (debt)/cash excludes lease liabilities arising under IFRS 16 as this
aligns with the definition of net (debt)/cash under the Group's lender
covenants.
Six months ended 30 June Year ended 31 December
Reconciliation of changes in cash and cash equivalents to movements in net 2025 2024 2024
(debt)/cash
£m £m £m
Net (decrease)/ increase in cash and cash equivalents (15.9) 158.6 (15.7)
Proceeds from borrowings (95.7) - (954.1)
Debt acquired with acquisitions - - (39.6)
Repayment of borrowings 88.7 - 347.4
Effect of foreign exchange rate changes 26.2 (4.9) (25.8)
Movement in net (debt)/cash 3.3 153.7 (687.8)
Net (debt)/cash at beginning of period (549.0) 138.8 138.8
Net (debt)/cash at end of period (545.7) 292.5 (549.0)
Cash flow measures
g) Adjusted cash flow
Six months ended 30 June Year ended 31 December
2025 2024 2024
£m £m £m
Cash generated from operations 75.9 57.4 138.5
Net income taxes received/(paid) 1.9 (26.8) (45.3)
Net cash inflow from operating activities 77.8 30.6 93.2
Transaction-related costs paid 1.8 2.8 34.1
Spectris Foundation Contribution paid - 1.0 1.8
Restructuring cash outflow 12.7 0.1 8.1
Net income taxes (received)/paid (1.9) 26.8 45.3
Purchase of property, plant and equipment and intangible assets (21.1) (15.8) (51.7)
SaaS-related cash expenditure 13.0 22.0 44.7
Proceeds from disposal of property, plant and equipment and software 0.1 0.4 2.1
Adjusted cash flow 82.4 67.9 177.6
Adjusted cash flow conversion(1) 126% 111% 88%
1. Adjusted cash flow conversion is calculated as adjusted cash flow
as a proportion of adjusted operating profit.
Other measures
h) Return on gross capital employed (ROGCE)
The ROGCE is calculated as adjusted operating profit for the last 12 months
divided by the average of opening and closing gross capital employed. Gross
capital employed is calculated as net assets excluding net debt/(cash) and
excluding accumulated amortisation and impairment of acquisition-related
intangible assets including goodwill.
30 June 30 June 2024 31 December 2024
2025
£m £m £m
Net debt/(cash) (see APM f) 545.7 (292.5) 549.0
Accumulated impairment losses on goodwill 40.1 39.5 38.7
Accumulated amortisation and impairment of acquisition-related intangible 186.8 155.9 172.1
assets
Shareholders' equity 1,305.4 1,408.2 1,380.6
Gross capital employed 2,078.0 1,311.1 2,140.4
Average gross capital employed (current and prior period)(1) 1,694.5 1,316.4
Adjusted operating profit for six months to June 2025 and 2024 65.6 61.1
Adjusted operating profit for six months to December 2024 and 2023 141.5 160.4
Total adjusted operating profit for last 12 months 207.1 221.5
Return on gross capital employed 12.2% 16.8%
1. Average gross capital employed is calculated as the average of
current period gross capital employed and comparative period gross capital
employed.
i) Net transaction-related costs and fair value adjustments
Net transaction-related costs and fair value adjustments comprise transaction
costs of £1.3m
(H1 2024: £7.2m; FY 2024: £18.4m) that have been recognised in the Condensed
Consolidated Income Statement under IFRS 3 (Revised) 'Business Combinations'
and other fair value adjustments relating to deferred and contingent
consideration comprising a release of £18.1m (H1 2024: charge of £0.2m; FY
2024: release of £2.2m).
Net transaction-related costs and fair value adjustments are included within
administrative expenses. Transaction-related costs have been excluded from the
adjusted operating profit and transaction costs paid of £1.8m (H1 2024:
£2.8m; FY 2024: £34.1m) have been excluded from the adjusted cash flow.
j) Order intake, order book and book-to-bill
Order intake is defined as the monetary value of contractual commitments
towards future product fulfilment recorded within the financial period. The
order book is defined as the volume of outstanding contractual commitments for
future product fulfilment measured at period end. Book-to-bill is defined as
the ratio of order intake to sales within the financial period. These
measures cannot be reconciled because they do not derive from the Condensed
Consolidated Financial Statements and are presented because they are
indicative of potential future revenues.
Responsibility statement of the Directors in respect of the Interim report
We confirm that to the best of our knowledge:
a) the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting' and give a true and fair
view of the undertakings included in the consolidation as a whole, as required
by DTR 4.2.4R;
b) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events and their impact during
the first six months and description of the principal risks and uncertainties
for the remaining six months of the year); and
c) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related party transactions and changes
therein).
By order of the Board
Andrew
Heath
Angela Noon OBE
Chief Executive
Chief Financial Officer
6 August 2025
Independent review report to Spectris plc
Conclusion
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 2025 which comprises the Condensed Consolidated Income Statement, the
Condensed Consolidated Statement of Comprehensive Income, the Condensed
Consolidated Statement of Changes in Equity, the Condensed Consolidated
Statement of Financial Position, the Condensed Consolidated Statement of Cash
Flows, and the related notes 1 to 10.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom (ISRE (UK) 2410). 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
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with United Kingdom adopted international accounting
standards. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting".
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This Conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however future events or conditions may cause the entity to
cease to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority. In preparing the half-yearly
financial report, the directors are responsible for assessing the group's
ability to continue as a going concern, disclosing as applicable, matters
related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly financial report, we are responsible for
expressing to the company a conclusion on the condensed set of financial
statements in the half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.
Use of our report
This report is made solely to the company in accordance with ISRE (UK) 2410.
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.
Deloitte LLP
Statutory Auditor
London, United Kingdom
6 August 2025
Dividend timetable - H1 2025 interim dividend
Event Date - 2025
Ex-dividend date 2 October 2025
Record date 3 October 2025
Payment date 8 November 2025
Cautionary statement
This press release may contain forward-looking statements. These statements
can be identified by the fact that they do not relate only to historical or
current facts. Without limitation, forward-looking statements often use words
such as anticipate, target, expect, estimate, intend, plan, goal, believe,
will, may, should, would, could or other words of similar meaning. These
statements may (without limitation) relate to the Company's financial
position, business strategy, plans for future operations or market trends. No
assurance can be given that any particular expectation will be met or proved
accurate and shareholders are cautioned not to place undue reliance on such
statements because, by their very nature, they may be affected by a number of
known and unknown risks, uncertainties and other important factors which could
cause actual results to differ materially from those currently anticipated.
Any forward-looking statement is made on the basis of information available to
Spectris plc as of the date of the preparation of this press release. All
forward-looking statements contained in this press release are qualified by
the cautionary statements contained in this section. Other than in accordance
with its legal and regulatory obligations, Spectris plc disclaims any
obligation to update or revise any forward-looking statement contained in this
press release to reflect any change in circumstances or its expectations.
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