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RNS Number : 2601L Tate & Lyle PLC 07 November 2024
Half-year results for the six months to 30 September 2024
Strong financial performance; transformational reshaping of business
Adjusted performance(1) Statutory performance
2024 vs 2023 2024 vs 2023
Revenue £775m (7)% Revenue £775m (10)%
Food & Beverage Solutions £631m (8)%
Sucralose £99m 17%
EBITDA(2) £188m 6%
Food & Beverage Solutions(2) £157m 3%
Sucralose £33m 23%
EBITDA margin(2) 24.3% 290bps Operating profit £103m (17)%
Profit after tax(2) £122m 11% Profit after tax: Continuing ops £70m (26)%
Earnings per share(2) (EPS) 30.6p 13% Profit after tax: Discont'd ops £95m >99%
Free cash flow(2) £127m £48m Diluted earnings per share 41.4p 63%
Key highlights
· Strong volume and profit growth, and cash delivery
− Encouraging return to volume growth with Group +6% and Food &
Beverage Solutions +4%
− Adjusted EBITDA(2) growth +6% and adjusted EBITDA margin(2) +290bps
− Adjusted EPS(2) +13% from strong profit performance and benefit from
share buyback programme
− Free cash flow(2) £127m, up £48m reflecting cash conversion of 94%
and good working capital discipline
· Continued strategic progress on innovation, solution selling and
investment to support customers
− New Product revenue +10% (like-for-like) with strong demand for
fibres; +2% on reported basis
− Solutions new business wins by value at 22% of pipeline, +1ppt from
31 March 2024
− New partnership with Manus for bio-converted stevia sourced and
produced at scale in the Americas
· Sale of Primient completed transformation to speciality food and
beverage solutions business
− Net cash proceeds of £215m being returned to shareholders through
share buyback programme
· Significant acceleration in delivery of growth-focused strategy
through combination with CP Kelco
− Regulatory approvals received and completion expected in the next
few days
− Creates a leader in Mouthfeel, a critical driver of customer
solutions
− Strengthens expertise and leading positions across Sweetening and
Fortification platforms
− Integration plans in place focused on customers, people and
performance
· Good progress on science-based climate targets aligned to 1.5(o)C
trajectory
− New renewable energy agreements cover all the electricity purchased
by manufacturing operations globally
Financial headlines
· Positive volume momentum +6% with Food & Beverage Solutions +4%
and Sucralose +20%
· Revenue (7)% with Food & Beverage Solutions (8)% due to pass
through of input cost deflation weighted to H1
· Adjusted EBITDA(2) +6%, with Food & Beverage Solutions(2) +3% and
Sucralose +23%
· Further productivity savings of US$27m during H1
· Adjusted profit after tax(2) +11%, statutory profit after tax
(continuing ops) (26)% reflecting increased M&A costs
· Profit after tax from discontinued operations of £95m, includes
post-tax gain on Primient disposal of £85m
· Return on capital employed(1) improved by 150bps to 18.5%
· Interim dividend +0.2p to 6.4p per share; one third of prior year
full-year dividend, in line with policy
-----------------------------------------------------------------------------------------
1. Revenue growth, adjusted EBITDA and adjusted EBITDA margin, share of
adjusted profit of Primient, adjusted earnings per share, free cash flow,
return on capital employed (ROCE), net debt and net debt to EBITDA are
non-GAAP measures (see pages 10 to 13). Changes in adjusted performance
metrics are in constant currency and for continuing operations.
2. Comparative restated to exclude other M&A costs of £(2) million.
Nick Hampton, Chief Executive said:
"It has been a momentous six months for Tate & Lyle. The combination
with CP Kelco, preceded by the sale of Primient, transforms our business into
a fully-focused speciality food and beverage solutions business directly
aligned to attractive structural and growing consumer trends for healthier,
tastier and more sustainable food and drink.
The business has continued to perform well delivering a return to volume
growth, continued strong profit growth and excellent cash generation. New
Product revenue from our innovation pipeline and solutions new business wins
both increased, and we announced an important new partnership for all-Americas
sourced and manufactured stevia at scale. CP Kelco performed as expected
delivering strong volume growth and higher revenue, underpinning our
confidence in a phased recovery in its profitability over time.
Since the announcement of our combination with CP Kelco in June, we have seen
a very positive response from our customers who recognise the much broader
innovation and solutions capabilities we will offer. A joint team has
developed a comprehensive integration plan which is focused on three
priorities - serving our customers, clarity for our people and delivering
performance.
The combination with CP Kelco will significantly strengthen Tate & Lyle's
position at the centre of the future of food. Our combined business, with
its leading positions across sweetening, mouthfeel and fortification, deep
scientific and solutions expertise, and unrelenting focus on the customer,
creates a strong platform from which to accelerate delivery of our
growth-focused strategy and create long-term value for shareholders."
Outlook for year ending 31 March 2025
Tate & Lyle standalone
Our outlook remains unchanged. For the year ending 31 March 2025, we expect
to deliver in constant currency:
· Revenue slightly lower than the prior year
· EBITDA growth of between 4% and 7%.
Accelerating our growth-focused speciality strategy
We have made significant progress reshaping the business to accelerate our
growth-focused speciality strategy.
Sale of Primient
On 23 May 2024, we announced an agreement to sell our remaining 49.7% interest
in Primary Products Investments LLC ('Primient') to KPS Capital Partners, LP
for US$350 million (£277 million). At the same time, the Board stated that it
intended to return the net cash proceeds received from this sale to
shareholders by way of an on-market share buyback programme (see later for
more details). The sale completed on 27 June 2024, with net cash proceeds,
after tax and transaction costs, of around US$270 million (c.£215 million).
This announcement can be found here
(https://www.tateandlyle.com/sites/default/files/2024-06/completion-sale-primient-27-june-2024-final.pdf)
.
Combination with CP Kelco
Overview
On 20 June 2024, we announced the proposed acquisition of the entire issued
share capital of (i) CP Kelco U.S.; (ii) CP Kelco China; and (iii) CP Kelco
ApS together with each of their respective subsidiaries (together 'CP Kelco')
a leading provider of pectin, speciality gums and other nature-based
ingredients, from J.M. Huber Corporation ('Huber') (the 'Transaction'). Under
the terms of the Transaction, we committed to acquire CP Kelco for total
implied headline consideration of US$1.8 billion (c.£1.4 billion)(3,4),
subject to customary adjustments. The Initial Announcement can be found here
(https://www.tateandlyle.com/sites/default/files/2024-06/rns-combination-tate-lyle-and-cp-kelco-20-june-2024.pdf)
.
On 3 October 2024, in accordance with the new UK Listing Rules of the
Financial Conduct Authority which had come into effect from 29 July 2024, we
provided certain additional information relating to the Transaction. This
announcement can be found here
(https://www.tateandlyle.com/sites/default/files/2024-10/tateandlylecpksignificant-transaction-announcement3-oct-2024finalpdf.pdf)
.
------------------------------------------------------------------------------------------------------------
3. Based on GBP:USD foreign exchange rate of £1:US$1.272, as at 5pm BST
on 19 June 2024, and a Tate & Lyle share price of 677.0p per share as at
close of trading on the same date, being the latest practical date before the
announcement of the Transaction.
4. Excludes deferred consideration of up to 10 million additional Tate
& Lyle ordinary shares to be delivered to Huber approximately two years
post-completion of the Transaction, subject to performance criteria based on
Tate & Lyle's share price. For further details see the Initial
Announcement.
We have recently received regulatory clearance from all the relevant
jurisdictions and are now in the final stages of working towards completion
which we expect will happen in the next few days. On completion, Huber will
become a long-term shareholder (c.16%)(5) in Tate & Lyle, and be entitled
to appoint two non-executive directors to the Tate & Lyle Board.
Compelling strategic rationale
The combination brings together two highly complementary businesses - Tate
& Lyle, a leader in Sweetening, Mouthfeel and Fortification, and CP Kelco,
a leader in pectin and speciality gums - to create a leading, global
speciality food and beverage solutions business. It establishes Tate &
Lyle as a leader in Mouthfeel, a critical driver of customer solutions, and
strengthens its expertise across its Sweetening and Fortification platforms.
The combined product portfolio, technical expertise and complementary category
offering significantly enhances Tate & Lyle's customer solutions
capabilities and increases the opportunity to benefit from growing global
consumer demand for healthier, tastier and more sustainable food and drink.
The combined business will also accelerate R&D and innovation through the
combination of world-class scientific, technical and applications expertise,
driving the development of new ingredients and solutions.
Combination strengthens financial performance
The combination accelerates the delivery of Tate & Lyle's strategy to
create a higher growth business underpinned by an attractive financial
algorithm, including:
· Drive revenue growth towards the higher-end of Tate & Lyle's
4%-6% per annum ambition(6)
· Drive significant adjusted EBITDA margin improvement over the next
few years
· Target to consistently exceed 75% free cash flow conversion(7).
The Transaction is expected to be accretive to adjusted earnings per share,
including cost synergies only, in the second full financial year following
completion, and strongly accretive thereafter. Return on invested capital is
expected to exceed Tate & Lyle's weighted average cost of capital by the
fifth full year following completion.
Run-rate cost synergies of at least US$50 million (£40 million) are targeted
by the end of the second full financial year following completion. We are also
targeting revenue synergies of up to 10% of CP Kelco's revenue, to be
delivered by the end of the fourth financial year following completion. The
cost to deliver these synergies is estimated to be around US$75 million.
Net debt to EBITDA leverage is anticipated to be around 2.3x(8) by 31 March
2025, with Tate & Lyle remaining within its 1.0x to 2.5x long-term target
net debt to EBITDA leverage range (much lower than the net leverage covenant
threshold of 3.5x) providing the capacity and flexibility for further
investment. Strong cash generation is expected to return net debt to EBITDA
leverage to around the mid-point of this long-term target range by the end of
the second full financial year following completion. We are maintaining our
existing approach to capital allocation and dividend policy; we remain
committed to maintaining a strong and efficient balance sheet.
CP Kelco trading update
For the six months ended 30 September 2024, CP Kelco performed as expected
with volume well ahead and revenue ahead of the comparative period. Volume and
revenue both gained momentum as the period progressed.
Integration
Since June, a dedicated integration team from Tate & Lyle and CP Kelco has
worked across both companies, and with Huber, to develop a detailed
integration plan, including the delivery of revenue and cost synergies. On
completion, we will start to execute this comprehensive plan which is focused
on three main priorities:
· Customers - ensure we continue to serve our customers seamlessly and
demonstrate the significant benefits of the business combination to them.
· People - establish the new organisation and build a culture that is
ambitious, agile and customer-obsessed. Communicate clearly on the integration
process and define roles in the new organisation.
· Performance - ensure clear accountability for, and delivery of, our
performance commitments.
We will transition into one business between completion and 31 March 2025.
------------------------------------------------------------------------------------------------------------
5. Based on 401,722,733 shares in issue on 30 September 2024 and
including the 75 million Tate & Lyle shares to be issued to Huber at
completion.
6. Multi-year ambition to 31 March 2028.
7. Free cash conversion calculated as: free cash flow before capital
expenditure divided by adjusted EBITDA.
8. Leverage of 2.3x excludes the impact of any liability required to be
recognised in relation to deferred share consideration.
Reporting framework
For the period from completion to 31 March 2025, we will report CP Kelco as a
separate operating and reporting unit of Tate & Lyle, managed by its
pre-acquisition management team. From 1 April 2025, we expect to operate and
report as one combined company and under a new reporting framework which we
currently anticipate will be on a regional basis. A further update will be
provided in due course.
New management team
On completion, a new Executive Committee will be appointed to lead the
combined business. This new leadership team, which draws upon the experience
and skills of both Tate & Lyle and CP Kelco, will ensure a smooth
transition into one business from 1 April 2025, and lead the business
thereafter.
· Nick Hampton, Chief Executive
· Sarah Kuijlaars, Chief Financial Officer
· Bill Magee, President, Americas
· Jerome Bera, President, Europe, Middle East, Africa (from CP Kelco)
· Remington Zhu, President, Asia Pacific
· Andrew Taylor, Chief Commercial and Transformation Officer
· Didier Viala, Chief Solutions Development Officer (from CP Kelco)
· Victoria Spadaro Grant, Chief Science and Innovation Officer
· Melissa Law, Chief Supply Chain Officer
· Tamsin Vine, Chief People Officer
· Lindsay Beardsell, General Counsel
· Rowan Adams, Chief Corporate Affairs and Sustainability Officer
Continuing to invest in line with our commitment to 'Science, Solutions,
Society'
Science
· New Product revenue was up 10% on a like-for-like basis (i.e. no
products are removed from disclosure due to age) with strong growth from
fibres; revenue was up 2% on a reported basis.
· We launched OPTIMIZER STEVIA(®) 8.10, a new stevia composition
delivering a premium taste profile, even at high sugar replacement levels, and
offering a more cost-effective solution than other premium sweeteners.
· We entered into a new partnership with Manus, a leading
bio-alternatives platform based in Georgia, US, for bio-converted stevia Reb M
sourced and produced at scale in the Americas.
· We added 11 patents to our patent portfolio and now have over 540
patents granted and over 230 pending.
Solutions
· The value of solutions-based new business wins was 22% of revenue, up
1ppt from 31 March 2024, with strong solutions performance in Asia, Middle
East, Africa and Latin America.
· We opened new capacity for non-GMO PROMITOR® Soluble Fibres in
Slovakia (€25 million investment).
· We opened our new automated lab (called 'ALFIE' - Automated
Laboratory for Ingredient Experimentation) at our Customer Innovation and
Collaboration Centre in Singapore with advanced technology and analytics to
accelerate the development and speed-to-market of mouthfeel solutions for
customers.
Society
· We increased our climate ambition with new emissions targets to 2028
which were validated by the Science Based Targets initiative as in line with a
1.5°C trajectory.
· We entered into new agreements for renewable electricity and
associated renewable energy credits (RECs):
− With Alabama Power to procure electricity from renewable sources for
our sucralose facility in Alabama.
− With Enel North America for a 12-year Power Purchase Agreement to
deliver around 256,000 megawatt hours of renewable electricity and associated
renewable energy credits annually.
− RECs to match the purchased electricity requirements of our European
and Asian operations.
· Together, these agreements mean 100% of the electricity procured for
our operations globally will come from renewable sources and associated RECs,
achieving our 2030 target more than five years ahead of schedule. This reduces
our Scope 1 & 2 GHG emissions by >25% on an annual basis (from 2019
baseline).
· We achieved our 5-year target (to 31 March 2025) to remove 9.0
million tonnes of sugar from people's diets through our low- and no-calorie
sweeteners and our fibres (equivalent to 36 trillion calories).
Share buy-back programme
On 20 June 2024, we initiated a £215 million (c.US$270 million) share buyback
programme to return the net cash proceeds from the sale of Tate & Lyle's
remaining interest in Primient to shareholders. At 30 September 2024, 14.4
million shares at a cost of c.£93 million (c.US$119 million) had been
repurchased and settled.
Group performance
Revenue Adjusted EBITDA
Half-year Change(9) Half-year Change(9)
£775m (7)% £188m 6%
Overview
The Group delivered a strong financial performance. Revenue was 7% lower
reflecting lower Food & Beverage Solutions revenue, partially offset by
strong Sucralose performance. Adjusted EBITDA was 6% higher with adjusted
profit before tax from continuing operations 11% higher.
Food & Beverage Solutions performed well, delivering 4% higher volume.
Revenue was lower mainly reflecting the pass through of input cost deflation,
while margins and adjusted EBITDA were ahead of the comparative period.
Sucralose performed well, with improved margins as customer orders were
brought forward into the half, and profits were higher. The optimisation of
Primary Products Europe is continuing with losses further reduced.
We continued to drive solution selling (22% of new business wins), and
innovation (17% of Food & Beverage Solutions revenue). On a like-for-like
basis, which assumes the same ingredients are included in New Products
revenues in both the current and comparative periods, New Products revenue was
10% higher.
The first half saw a return to volume growth in Food & Beverage Solutions,
and we continue to expect this to accelerate as we move through the year.
With input costs now more stable, and customer contracts for the 2025
calendar year to be renewed in the fourth quarter of the current financial
year, the impact of input cost deflation is expected to reduce in the second
half.
The Group's remaining share of Primient was disposed on 27 June 2024. The
adjusted share of joint venture profit in the period was £9 million, 40%
lower than the prior period.
Excellent cash generation
Free cash flow was £48 million higher at £127 million, driven mainly by an
improvement in working capital of £41 million, and also benefiting from the
timing of tax payments which will be weighted to the second half. Overall,
cash conversion increased to 94%, 25ppts higher than the comparative period.
Cash generation remains a priority, and our focus now is to consistently
exceed cash conversion of 75%. At 30 September 2024, net cash was £39
million, £192 million better than at 31 March 2024, benefiting from £277
million proceeds from the sale of Primient of which £93 million was returned
to shareholders in the half through the share buyback programme.
Productivity
We continue to make good progress against our five-year productivity target to
31 March 2028 of US$150 million (increased from US$100 million in May 2024).
In the first half, we delivered US$27 million of savings with US$17 million
from operational efficiencies and supply chain, and US$10 million from other
cost savings. This brings total savings to-date to US$68 million.
------------------------------------------------------------------------------------------------------------
9. Change in constant currency. EBITDA comparative restated to exclude
other M&A costs of £(2) million.
Reporting segments
Food & Beverage Solutions
81% of Group revenue and 83% of Group adjusted EBITDA
Revenue Revenue Drivers Adjusted EBITDA
Half-year Change(10) Volume Price Mix Half-year Change(10)
North America £310m (6)% 3% (9)% - -
Asia, Middle East, Africa and Latin America £191m 1% 11% (10)% - -
Europe £130m (23)% (1)% (22)% - -
Total £631m (8)% 4% (12)% £157m 3%
Revenue was 8% lower in constant currency at £631 million. Volume was 4ppts
higher reflecting the end of customer destocking and our growth-focused
approach to contracting for the 2024 calendar year. Price mix decreased
revenue by 12ppts, reflecting 8ppts from the pass-through of input cost
deflation and 4ppts from price investment.
Looking across the three regions, overall consumer demand remains steady. In
North America and Europe demand was firm. Asia, Middle East, Africa and
Latin America was strong overall, including pockets of growth and some
regional challenges.
· North America: Revenue was 6% lower. We saw good volume gains in
the dairy and bakery categories, while demand in the beverage category
remained soft. Revenue was lower as input cost deflation, including lower
corn costs, was passed through to customers. Consumer sentiment is modestly
improving, with emerging positive momentum in both US food consumption and
broader macroeconomic indicators.
· Asia, Middle East, Africa and Latin America: Revenue was 1% higher
with strong volume growth in all regions offset by lower pricing and the pass
through of input cost deflation. In Asia, China delivered low double-digit
volume growth supported by good growth in the beverage category, while volume
was ahead in south-east, but lower in north Asia. Latin America delivered
double-digit volume growth led by strong performance in Mexico where pressure
from lower priced imports from outside the region receded, while Brazil and
southern Latin America also delivered strong volume growth. In Middle East
and Africa, strong demand in Turkey and the Middle East more than offset
weaker demand in north west Africa.
· Europe: Revenue was 23% lower, reflecting the pricing through of
significant input cost deflation and price investment. Volume was broadly in
line with the comparative period, with stronger demand in beverages and soups,
sauces and dressings mitigated by weaker infant nutrition demand.
As expected, adjusted EBITDA was up 3% in constant currency at £157 million
benefiting from higher volume, productivity savings and strong cost
discipline. The effect of currency translation decreased adjusted EBITDA by
£2 million.
Adjusted EBITDA margin in the half was 24.9%, an increase of 390bps compared
to the six months ended 30 September 2022(11). Adjusted EBITDA margin in the
half compared to the comparative period expanded by 250bps in constant
currency, benefiting from the pass through of input cost deflation.
--------------------------------------------------------------------------------------
10. Growth in constant currency. EBITDA comparative restated to exclude
other M&A costs of £(2) million.
11. Pro forma adjusted EBITDA margin for the six months to 30 September 2022
(restated to exclude other M&A costs of £(1) million reflecting the
revised definition of adjusted EBITDA)
Innovation and solution selling
Investment New Product Revenue Solutions
Innovation and solution selling Value Growth % of FBS revenue % of new business wins
(1)% £107m 2% 17% 22%
New Product revenue was 2% higher. On a like-for-like basis, which assumes
the same ingredients are included in New Product revenues in both the current
and comparative periods (i.e. no products are removed from New Product
disclosure due to age), New Product revenue was 10% higher. On this
like-for-like basis, the fortification platform saw strong double-digit
growth, reflecting good demand in fibre fortified food and beverages,
supported by encouraging demand for Quantum's fibre portfolio in Asia.
Investment in innovation and customer-facing solution selling capabilities
including sensory and open innovation was 1% lower, consistent with the
comparative period which saw a double-digit increase in investment.
Solutions-based partnerships helped increase solutions new business wins by
value to 22%. We have set an ambition to increase this to 32% over the five
years to 31 March 2028.
Sucralose
13% of Group revenue and 18% of Group adjusted EBITDA
Revenue Revenue Drivers Adjusted EBITDA
Half-year Change(12) Volume Price Mix Half-year Change(12)
£99m 17% 20% (3)% £33m 23%
Underlying customer demand for Sucralose remained steady. Sucralose revenue
increased by 17% driven by customer orders brought forward into the half and
the benefit of productivity at our facility in Alabama, US. Adjusted EBITDA
increased by 23%, with margins positively impacted by lower input costs.
Currency translation decreased adjusted EBITDA by £1 million.
Primary Products Europe
6% of Group revenue and (1%) of Group adjusted EBITDA
Revenue Revenue Drivers Adjusted EBITDA
Half-year Change(12) Volume Price Mix Half-year Change(12)
£45m (24)% 12% (36)% £(2)m 32%
We continue to optimise the financial performance of Primary Products Europe
through the transition of capacity to speciality ingredients. Revenue was
lower with significantly lower pricing across sweeteners and co-products.
This was partially offset by higher volume, where co-product volume increased
significantly. Adjusted EBITDA losses were further reduced, supported by
lower input costs especially for corn.
-----------------------------------------------------------------------------------------
12. Growth in constant currency.
Webcast details
Following this statement's release on 7 November 2024 at 07.00am (UK time), a
live webcast will be held at 10.00am via this link
(https://event.on24.com/wcc/r/4739121/BE27FAEEF49BE303B22B4331EE069348) . A
replay of the webcast and presentation will be made available afterwards at
this link (http://tateandlyle-events.com/watch/half-year-results-Sep2024/) .
Only sell-side analysts and any pre-registered buy-side investors will be able
to ask questions during the Q&A session. Sell-side analysts will be
automatically pre-registered. To pre-register, please contact Lucy Huang
at lucy.huang@tateandlyle.com (mailto:lucy.huang@tateandlyle.com) .
Commentary on the financial statements
Six months to 30 September 2024 Constant
currency
Continuing operations £m 2023(1) change
%
£m
Revenue
Food & Beverage Solutions 631 707 (8%)
Sucralose 99 89 17%
Primary Products Europe 45 61 (24%)
Revenue 775 857 (7)%
Adjusted EBITDA
Food & Beverage Solutions 157 155 3%
Sucralose 33 28 23%
Primary Products Europe (2) (3) 32%
Adjusted EBITDA 188 180 6%
Depreciation and adjusted amortisation (33) (35) -%
Adjusted operating profit 155 145 8%
Net finance income/(expense) 1 (4) >99%
Adjusted profit before tax - continuing operations 156 141 11%
Adjusted profit before tax - discontinued operations 9 17 (40%)
Adjusted profit before tax - total operations 165 158 6%
1. Comparatives restated to exclude other M&A costs of £(2) million.
Net finance income
Net finance income at £1 million mainly reflected higher net income from the
Group's cash balances. Cash balances were higher than the comparative period
reflecting strong cash generation and proceeds received from the sale of
Primient which have not yet been fully returned to shareholders through the
share buyback programme.
Exceptional items
Exceptional charges on continuing operations of £7 million were included in
profit before tax, all of which related to restructuring costs. Exceptional
cash outflows on continuing operations for the period totaled £10 million.
(For more information see Note 5).
Taxation
The adjusted effective tax rate on continuing operations for the period was
21.6% (2023 - 21.4%). Looking ahead, we expect the adjusted effective tax
rate for the year ending 31 March 2025 to be in line with the full-year
effective tax rate for the prior year of 21.1% (for continuing operations
only).
The reported effective tax rate (on statutory earnings) for the period was
32.8% (2023 - 21.0%). The higher effective rate in the period related to
exceptional items which were not tax deductible and a £5 million exceptional
tax charge on the de-recognition of deferred tax assets in the UK.
Discontinued operations: Adjusted share of profit of Primient joint venture
The Group's share of Primient was disposed on 27 June 2024. For the period
before disposal the adjusted share of joint venture profit was £9 million,
40% lower than the comparative period. The exceptional post-tax gain on
disposal from the Primient joint venture was £85 million.
Earnings per share
For continuing operations, adjusted earnings per share at 30.6p were 13%
higher (in constant currency). This increase reflects higher profits after
tax and benefit from a lower weighted number of shares in issue as a result of
the share buyback programme. Statutory diluted earnings per share for total
operations increased to 41.4p (2023 - 25.4p), benefiting from the profit on
the disposal of Primient.
Return on capital employed (ROCE)
ROCE for the 12 months ended 30 September 2024 at 18.5% was 150bps higher than
the 12 months ended 30 September 2023, reflecting mainly the impact of higher
profits and lower working capital.
Dividend
In line with its policy that interim dividends will be at the level of one
third of the previous year's full-year dividend, the Board has approved an
interim dividend for the six months to 30 September 2024 of 6.4p (2023 - 6.2p)
per share. This dividend will be paid on 6 January 2025 to all shareholders
on the Register of Members on 22 November 2024. A Dividend Reinvestment Plan
is provided and more information can be found at www.shareview.co.uk/info/drip
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fsecure-web.cisco.com%2F1EogOhS8ubtYSQEjwsmHXW-UHOMrWE9NySAM_zOfEPBqCoHReSh2PlFdUKehmQr6YU9Q-KcI5K9Sl2qwIJppoI7-Us8iB1lKmmPm8WInf2GmqLbt73mEKUiuJy-3jw008F5odIpaY_ehnmCuQHSaoqw1gU343M_Xvn5YGZPXcwvtQQ0fYEvZk1Og8n9ZubfVYzqXJjsCvtfo6BAeF84j21eQuPTBbf9hg-IaJkO13X3oWYQQZkBO_i8eQkcQ9CHMgE_h26f6EFEwbuoZcpEsFmyrY_4T1GJlLKzB_cATiXl8bd1G4b-Qq7kWxigLMxPg6%2Fhttp%253A%252F%252Fwww.shareview.co.uk%252Finfo%252Fdrip&data=05%7C02%7CChris.Marsh%40tateandlyle.com%7C9b27e416c2eb4c1bbe5908dceea3bd91%7C39cc8f4f7ada4a2a9685c30a4321498c%7C0%7C0%7C638647634230237403%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=SoIC%2BsDA2w0W0Wp%2BBuTQaT0KXTUUhqWuvm9SVDvq%2FY0%3D&reserved=0)
.
Within the context of its growth-focused strategy the Board operates a
progressive dividend policy with the overall aim of balancing growing the
dividend with further strengthening dividend earnings and cash cover over the
medium term.
Cash flow and net cash
2024
£m 2023(1)
£m
Adjusted free cash flow (six months to 30 September) 127 79
Net cash at 30 September 2024 (comparative net debt 31 March 2024) 39 (153)
Net cash/(debt) to EBITDA ratio (at 30 September (comparative at 31 March 0.1x (0.5)x
2024))
1. Comparatives restated to exclude other M&A costs of £(2) million.
Free cash flow increased to £127 million, reflecting cash conversion for the
period of 94%(13), higher by 25ppts. This reflected higher profits and a
strong focus on cash generation which delivered a £41 million improvement in
net working capital compared to the comparative period, and also benefited
from the timing of tax payments which will be weighted to the second half.
Investments in infrastructure, capacity and technology drove capital
expenditure to £50 million, £4 million higher in the period.
Looking ahead, we continue to expect capital expenditure for the year ending
31 March 2025 to be in the £100 million to £120 million range.
On 27 June 2024 the Group completed the sale of its remaining stake in
Primient and received cash proceeds of US$350 million (before transaction
costs and tax). On 20 June 2024, a £215 million share buyback programme was
initiated to return the net cash proceeds from the sale to shareholders. As of
30 September 2024, 14.4 million shares at a cost of £93 million had been
repurchased under this programme. Tax paid in the first half in respect of
the Primient disposal (which is not included in free cash flow) was £26
million, a similar amount is expected to be paid in the second half of the
year.
The Group had net cash at 30 September 2024 of £39 million, an improvement
from net debt of £153 million at 31 March 2024. This improvement was driven
by free cash flow generation and the net retained proceeds from the Primient
disposal of £184 million (gross proceeds from the disposal less share buyback
purchases to date), partially offset by the payment of the final dividend to
shareholders of £51 million.
Reported leverage at 30 September 2024 was positive at 0.1 times net cash to
EBITDA. On a covenant testing basis, the net cash to EBITDA ratio was 0.3
times, which was much lower than the net leverage covenant threshold of (3.5)
times.
-----------------------------------------------------------------------------------------
13. Free cash conversion calculated as: free cash flow before capital
expenditure divided by adjusted EBITDA
Non-GAAP measures
Some performance discussion and narrative in this announcement includes
measures which are not defined by generally accepted accounting principles
(GAAP) such as IFRS. The Group believes this information, together with
comparable GAAP measures, is useful to investors in providing a basis for
measuring our operating performance, cash generation and financial strength.
The Group uses these alternative performance measures for internal performance
analysis and incentive compensation arrangements for employees. These
measures are not defined terms and may therefore not be comparable with
similarly-titled measures reported by other companies. Wherever appropriate
and practical, reconciliations are provided to relevant GAAP measures.
Alternative performance measures are used for and refer to continuing
operations only.
The Group uses constant currency percentages and movements, using constant
exchange rates which exclude the impact of fluctuations in foreign currency
exchange rates. We calculate constant currency values by retranslating
current year results at prior year exchange rates into British pounds. The
average and closing US dollar and Euro exchange rates used to translate
reported results were as follows:
Average rates Closing rates
Six months to 30 September 2024 2023 2024 2023
US dollar : sterling 1.28 1.26 1.34 1.22
Euro : sterling 1.18 1.16 1.20 1.15
Items adjusted in alternative performance income statement measures
(Adjustment items)
Several alternative performance measures are adjusted to exclude items due to
their size, nature and / or frequency of occurrence.
1. Adjusted items excluded from earnings before interest, tax, depreciation
and amortisation (adjusted EBITDA) are: exceptional items (as they are
material in amount; and are outside the normal course of business or relate to
events which do not frequently recur), amortisation of acquired intangible
assets, the unwind of fair value adjustments and other M&A costs.
2. Additional adjusted items excluded from adjusted profit after tax are:
tax on the above items and tax items that themselves are exceptional as they
meet these definitions. For tax items to be treated as exceptional, amounts
must be material and their treatment as exceptional enable a better
understanding of the Group's underlying financial performance.
Income statement measures
Adjusted revenue change
Adjusted revenue growth refers to the change in revenue for the period, in
constant currency. This is analysed between the drivers of revenue growth
attributable to:
1. Volume - this means, for the applicable period, the change in revenue in
the period attributable to volume excluding those related to the
re-positioning of the Food & Beverage Solutions business through a focus
on mix management and margin expansion.
2. Price mix - this means, for the applicable period, the change in revenue
in such period calculated as the sum of i) the change in revenue attributable
to changes in prices during the period; and ii) the change in revenue
attributable to the composition of revenue in the period, including the volume
effect of the impact of the re-positioning of the Food & Beverage
Solutions business through a focus on mix management and margin expansion.
In the narrative where acquisitions are referred to in explaining revenue
growth, this means changes in revenue resulting from acquisitions.
Adjusted EBITDA
Adjusted EBITDA is used as the Group's primary profit measure for internal
performance analysis. Adjusted EBITDA is calculated as follows:
Six months to 30 September 2024 2023(1)
£m £m
Operating profit 103 123
Depreciation 28 29
Amortisation 17 18
Exceptional items 7 8
Other M&A activity-related items 33 2
Adjusted EBITDA 188 180
Revenue 775 857
Adjusted EBITDA margin 24.3% 20.9%
1. Comparative restated to exclude other M&A costs of £(2) million
reflecting the revised definition of adjusted EBITDA.
Adjusted earnings per share
Adjusted earnings per share (adjusted EPS) is calculated as the adjusted
profit for continuing operations attributable to shareholders' equity divided
by the diluted average number of ordinary shares. In calculating adjusted
profit attributable to shareholders' equity, net profit attributable to
shareholders' equity is adjusted to eliminate the post-tax impact of all
excluded adjustment items. Refer to Note 8 for reconciliation of net profit
attributable to shareholders' equity to adjusted profit attributable to
shareholders equity.
Change in adjusted earnings per share is shown in constant currency.
Cash flow measure
The Group also presents an alternative cash flow measure, 'free cash flow'
which is defined as cash generated from operating activities after net capital
expenditure, net interest and tax payments, and excludes the impact of
exceptional items, tax payments on behalf of Primient and the impact of
acquisitions and disposals. Free cash flow reflects an additional way of
viewing our liquidity, which we believe is useful to our investors.
The reconciliation of net cash flow from operating activities to free cash
flow is as follows:
Six months to 30 September 2024 2023(1)
£m £m
Net cash flow from operating activities 105 86
Capital expenditure (net) (50) (46)
Tax paid in respect of Primient partnership 3 4
Exceptional cash flows(2) 57 25
Interest received 12 10
Free cash flow 127 79
1. Comparative restated to exclude other M&A costs of £(2) million.
2. Includes exceptional cash flow of £10 million (2023 - £11 million),
M&A cash flows of £21 million (2023 - £2 million) and tax paid in
relation to gain on disposal of Primient of £26 million (2023 - £12
million).
Six months to 30 September 2024 2023(1)
£m £m
Adjusted EBITDA 188 180
Adjusted for
Changes in working capital 13 (28)
Capital expenditure (net) (50) (46)
Net retirement benefit obligations (3) (3)
Net interest and tax paid (27) (30)
Share-based payment charge 6 8
Other non-cash movements - (2)
Free cash flow 127 79
1. Comparative restated to exclude other M&A costs of £(2) million.
Financial strength measures
The Group uses three financial metrics as key performance measures to assess
its financial strength. These are net debt, the net debt to EBITDA ratio and
the return on capital employed ratio. For the purposes of KPI reporting, the
Group uses a simplified calculation of these KPIs to make them more directly
related to information in the Group's financial statements.
All ratios are calculated based on unrounded figures in £ million.
Net debt
Net debt is a measure that provides valuable additional information on the
summary presentation of the Group's net financial liabilities. Net debt is
defined as the excess of borrowings and lease liabilities over cash and cash
equivalents.
The components of the Group's net debt are as follows:
At At
30 September 31 March
2024 2024
£m £m
Borrowings (515) (544)
Lease liabilities (40) (46)
Cash and cash equivalents 594 437
Net cash (debt) 39 (153)
Net debt to EBITDA ratio
The net debt to EBITDA ratio shows how well a company can cover its debts if
net debt and EBITDA are held constant.
The cash (net) debt to EBITDA ratio is as follows:
At At
30 September 31 March
2024 2024
£m £m
Calculation of net debt to EBITDA ratio
Net cash/(debt) 39 (153)
Adjusted EBITDA 336 328
Net cash (debt) to EBITDA ratio (times) 0.1 (0.5)
Return on capital employed (ROCE)
Return on capital employed (ROCE) is a measure of the return generated on
capital invested by the Group. The measure encourages compounding
reinvestment within business and discipline around acquisitions, as such it
provides a guardrail for long-term value creation. ROCE is a component of
the Group's five-year performance ambition to 31 March 2028 and is used in
incentive compensation.
ROCE is calculated as underlying operating profit excluding exceptional items
and M&A related costs, divided by the average invested operating capital
(calculated as the average for each month of goodwill, intangible assets,
property, plant and equipment, working capital, provisions and non-debt
related derivatives). As such the average invested operating capital is
derived from the management balance sheet and does not reconcile directly to
the statutory balance sheet. All elements of average invested operating
capital are calculated in accordance with IFRS.
30 September 30 September
2024 2023(1)
Twelve months ended £m £m
Adjusted EBITDA 336 329
Deduct:
Depreciation (57) (59)
Amortisation (35) (36)
Unwind of fair value adjustments (1) (1)
Profit before interest, tax and exceptional items for ROCE 243 233
Average invested operating capital 1 318 1 366
ROCE % 18.5% 17.0%
1. Comparative restated to exclude other M&A costs of £(2) million.
Changes to the Board of Directors
On 13 August 2024, it was announced that Sarah Kuijlaars would be appointed as
Chief Financial Officer and to the Board of Directors from 16 September 2024.
She replaced Dawn Allen, who resigned from the Board and as Chief Financial
Officer with effect from 15 September 2024.
Sybella Stanley, a non-executive director and Chair of the Remuneration
Committee, will retire from the Board on 31 December 2024 after nine years of
service. Jeff Carr, who joined the Board as a non-executive director on 1
April 2024, joined the Remuneration Committee on 1 November 2024 and will take
the role of Chair of the Remuneration Committee from 1 January 2025.
Cautionary statement
This statement of Half-Year Results for the six months to 30 September 2024
(Statement) contains certain forward-looking statements with respect to the
financial condition, results, operations and businesses of Tate & Lyle
PLC. These statements and forecasts involve risk and uncertainty because
they relate to events and depend upon circumstances that will occur in the
future. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. A copy of this Statement can be
found on our website at www.tateandlyle.com. A hard copy of the Statement is
also available from the Company Secretary, Tate & Lyle PLC, 5 Marble Arch,
London W1H 7EJ.
Enquiries
For more information contact Tate & Lyle PLC:
Christopher Marsh, VP Investor Relations
Tel: Mobile: +44 (0) 7796 192 688
Nick Hasell, FTI Consulting (Media)
Tel: Mobile: +44 (0) 7825 523 383
Tel: Office: +44 (0) 203 727 1340
tate@fticonsulting.com (mailto:tate@fticonsulting.com)
CONDENSED (INTERIM) CONSOLIDATED INCOME STATEMENT (UNAUDITED)
Restated* Restated*
Six months to Six months to Year to
31 March
30 September 30 September
2024
Notes 2024 2023
£m
£m
£m
Continuing operations 775 857 1 647
Revenue 4
Operating profit 103 123 207
Finance income 13 9 19
Finance expense (12) (13) (25)
Profit before tax 104 119 201
Income tax expense 6 (34) (25) (41)
Profit for the period - continuing operations 70 94 160
Profit for the period - discontinued operations 7 95 8 28
Profit for the period - total operations 165 102 188
Attributable to:
Owners of the Company 165 102 188
Profit for the period - total operations 165 102 188
Earnings per share Pence Pence Pence
Continuing operations:
- basic 8 17.7p 23.6p 40.5p
- diluted 8 17.4p 23.3p 39.8p
Total operations:
- basic 8 41.9p 25.8p 47.3p
- diluted 8 41.4p 25.4p 46.5p
* Prior period comparatives restated for discontinued operations. See
Notes 2 and 7.
CONDENSED (INTERIM) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
Six months to Six months to Year to
31 March
30 September 30 September
2024
2024 2023
£m
£m
£m
Note
Profit for the period - total operations 165 102 188
Other comprehensive income / (expense)
Items that have been/may be reclassified to profit or loss:
Loss on currency translation of foreign operations (61) (13) (50)
Fair value gain/(loss) on net investment hedges 15 (6) 7
Gain on currency translation of foreign operations transferred to the income (10) - -
statement on sale of a joint venture
Net loss on cash flow hedges - (2) (6)
Share of other comprehensive (expense)/ income of joint ventures (2) 14 2
Tax effect of the above items - (2) -
(58) (9) (47)
Items that will not be reclassified to profit or loss:
Re-measurement of retirement benefit plans:
- actual return (lower)/higher on plan assets - (52) 12
- net actuarial (loss)/gain on retirement benefit (1) 66 4
obligations
Changes in the fair value of equity investments at fair value through OCI 11 (1) (16) (17)
Tax effect of the above items - (3) (4)
(2) (5) (5)
Total other comprehensive expense (60) (14) (52)
Total comprehensive income - total operations 105 88 136
Analysed by:
- Continuing operations 12 66 106
- Discontinued operations 93 22 30
Total comprehensive income - total operations 105 88 136
All amounts are attributable to owners of the Company.
CONDENSED (INTERIM) CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
Notes At 30 September At 30 September At 31 March
2024 2023 2024
£m £m £m
ASSETS
Non-current assets
Goodwill and other intangible assets 376 430 406
Property, plant and equipment (including right-of-use assets of £30 million 526 505 528
(30 September 2023 -
£38 million, 31 March 2024 - £34 million))
Investments in joint venture - 211 165
Investments in equities 11 27 27 28
Retirement benefit surplus 29 25 29
Deferred tax assets 46 16 28
Trade and other receivables 11 12 11
1 015 1 226 1 195
Current assets
Inventories 324 409 353
Trade and other receivables 275 299 294
Current tax assets 3 4 3
Derivative financial instruments 11 - 1 -
Cash and cash equivalents 10 594 391 437
1 196 1 104 1 087
TOTAL ASSETS 2 211 2 330 2 282
EQUITY
Capital and reserves
Share capital 117 117 117
Share premium 408 408 408
Capital redemption reserve 8 8 8
Other reserves 26 120 82
Retained earnings 635 556 623
Equity attributable to owners of the Company 1 194 1 209 1 238
Non-controlling interests 1 1 1
TOTAL EQUITY 1 195 1 210 1 239
LIABILITIES
Non-current liabilities
Borrowings (including lease liabilities of £31 million 10 538 597 573
(30 September 2023 - £42 million,
31 March 2024 - £36 million))
Retirement benefit deficit 105 110 111
Deferred tax liabilities 16 26 19
Provisions 3 4 2
662 737 705
Current liabilities
Borrowings (including lease liabilities of £9 million 10 17 43 17
(30 September 2023 - £10 million,
31 March 2024 - £10 million))
Trade and other payables 258 270 259
Provisions 9 15 12
Current tax liabilities 69 53 47
Derivative financial instruments 11 1 2 3
354 383 338
Total liabilities 1 016 1 120 1 043
TOTAL EQUITY AND LIABILITIES 2 211 2 330 2 282
CONDENSED (INTERIM) CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Six months to 30 September 2024 Six months to 30 September 2023 Year to
£m £m 31 March
2024
£m
Notes
Cash flows from operating activities - total operations
Profit before tax from total operations 221 130 226
Adjustments for:
Depreciation of property, plant and equipment (including right-of-use assets 28 29 58
and excluding exceptional items)
Amortisation of intangible assets 17 18 36
Share-based payments 6 8 13
Net impact of exceptional income statement items 5 (112) (3) (3)
Net impact of other M&A costs 5 12 - -
Net finance (income)/expense (1) 4 6
Share of profit of joint venture (8) (11) (25)
Net retirement benefit obligations (3) (3) (7)
Other non-cash movements - (2) (3)
Changes in working capital 13 (28) 7
Cash generated from total operations 173 142 308
Net income tax paid (28) (31) (64)
Exceptional tax paid on gain on disposal of Primient (26) (12) (12)
Interest paid (14) (13) (24)
Net cash generated from operating activities 105 86 208
Cash flows from investing activities
Purchase of property, plant and equipment (47) (42) (101)
Disposal of joint venture / subsidiary (net of cash) 7 277 12 12
Investments in intangible assets (3) (4) (9)
Purchase of equity investments 11 (1) (3) (3)
Disposal of equity investments 11 1 2 3
Interest received 12 10 19
Dividends received from joint venture - 13 59
Net cash generated from/(used in) investing activities 239 (12) (20)
Cash flows from financing activities
Purchase of own shares (share buyback programme) (93) - -
Purchase of own shares (other including net settlement) (6) (25) (25)
Cash inflow from additional borrowings 2 2 -
Cash outflow from repayment of borrowings - (78) (101)
Repayment of leases (6) (6) (13)
Dividends paid to the owners of the Company 9 (51) (52) (76)
Net cash used in financing activities (154) (159) (215)
Net increase/(decrease) in cash and cash equivalents 10 190 (85) (27)
Cash and cash equivalents
Balance at beginning of period 437 475 475
Net increase/(decrease) in cash and cash equivalents 190 (85) (27)
Currency translation differences (33) 1 (11)
Balance at end of period 10 594 391 437
A reconciliation of the movement in cash and cash equivalents to the movement
in net debt is presented in Note 10.
The cash flows from discontinued operations included above are presented in
Note 7.
CONDENSED (INTERIM) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Share capital and share premium
Attributable to owners of the Company
Capital redemption reserve Non-controlling interests Total equity
Other reserves Retained earnings
£m £m £m £m £m £m £m
At 1 April 2024 525 8 82 623 1 238 1 1 239
Profit for the period - total operations - - - 165 165 - 165
Other comprehensive expense - - (59) (1) (60) - (60)
Total comprehensive (expense) / income - - (59) 164 105 - 105
Hedging losses transferred to inventory - - 3 - 3 - 3
Transactions with owners:
Share-based payments, net of tax - - - 5 5 - 5
Purchase of own shares including net settlement - - - (106) (106) - (106)
Dividends paid (Note 9) - - - (51) (51) - (51)
At 30 September 2024 525 8 26 635 1 194 1 1 195
At 1 April 2023 525 8 143 513 1 189 1 1 190
Profit for the period - total operations - - - 102 102 - 102
Other comprehensive (expense) / income - - (25) 11 (14) - (14)
Total comprehensive (expense) / income - - (25) 113 88 - 88
Hedging losses transferred to inventory - - 2 - 2 - 2
Transactions with owners:
Share-based payments, net of tax - - - 7 7 - 7
Purchase of own shares including net settlement - - - (25) (25) - (25)
Dividends paid - - - (52) (52) - (52)
At 30 September 2023 525 8 120 556 1 209 1 1 210
At 1 April 2023 525 8 143 513 1 189 1 1 190
Profit for the year - total operations - - - 188 188 - 188
Other comprehensive (expense) / income - - (64) 12 (52) - (52)
Total comprehensive (expense) / income - - (64) 200 136 - 136
Hedging losses transferred to inventory - - 4 - 4 - 4
Tax effect of the above item - - (1) - (1) - (1)
Transactions with owners:
Share-based payments, net of tax - - - 11 11 - 11
Purchase of own shares including net settlement - - - (25) (25) - (25)
Dividends paid - - - (76) (76) - (76)
At 31 March 2024 525 8 82 623 1 238 1 1 239
TATE & LYLE PLC
NOTES TO THE FINANCIAL INFORMATION
FOR THE SIX MONTHS TO 30 SEPTEMBER 2024
1. Presentation of half year financial information
The principal activity of Tate & Lyle PLC and its subsidiaries, is the
global provision of ingredients and solutions to the food, beverage and other
industries.
The Company is a public limited company incorporated and domiciled in the
United Kingdom and registered in England. The address of its registered
office is 5 Marble Arch, London W1H 7EJ. The Company has its primary listing
on the London Stock Exchange.
2. Basis of
preparation
The Group's principal accounting policies are unchanged compared with the year
to 31 March 2024. This condensed set of consolidated financial information
for the six months to 30 September 2024 has been prepared on a going concern
basis and on the basis of the accounting policies set out in the Group's 2024
Annual Report, in accordance with UK adopted IAS 34, 'Interim Financial
Reporting' and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
The Directors are satisfied that the Group has adequate resources to continue
to operate as a going concern for the foreseeable future and that no material
uncertainties exist with respect to this assessment. In making the assessment,
the Directors have considered the Group's balance sheet position and forecast
earnings and cash flows for the period from the date of approval of this
condensed set of consolidated financial information to 31 March 2026. The
Directors have considered the impact of the transaction to acquire CP Kelco on
this assessment, including the resultant material increase in debt. The
Directors have also considered the impact of the net proceeds received from
the disposal of Primient and its expected subsequent full return to
shareholders through a share buyback programme. The business plan used to
support the going concern assessment (the "base case") is derived from
Board-approved forecasts together with certain downside sensitivities.
Further details of the Directors' assessment are set out below:
At 30 September 2024, the Group has significant available liquidity, including
£594 million of cash and US$800 million (£597 million) from a committed,
undrawn and sustainability-linked revolving credit facility, which matures in
May 2029, and includes two further one-year extension options, which are
subject to lender credit approval. The earliest maturity date for any of the
Group's US Private Placement notes is October 2025, when US$180 million will
mature. For the purpose of the going concern assessment, this maturing debt
is assumed to be repaid from cash.
At 30 September 2024, the Group has only one debt covenant requirement which
requires it to maintain a net debt to EBITDA ratio of not more than 3.5 times.
On the covenant-testing basis this was 0.3 times (net debt in a net asset
position). For a covenant breach to occur it would require a significant
reduction in Group profit. Such reduction is considered to be extremely
unlikely.
As set out in our 31 March 2024 Annual Report, the Directors modelled the
impact of a 'worst case scenario' to the 'base case' by including the same two
plausible but severe downside risks also used for the Group's viability
statement, being: an extended shutdown of one of our large corn wet mill
manufacturing facilities following operational failure or energy shortage; and
the loss of two of our largest Food & Beverage Solutions customers. In
aggregate, such 'worst case scenarios' did not result in any material
uncertainty to the Group's going concern assessment and the resultant position
still had significant headroom above the Group's debt covenant requirement.
The Directors also calculated a 'reverse stress test' which represents the
changes that would be required to the 'base case' in order to breach the
Group's debt covenant. Such 'reverse stress test' showed that the forecast
Group profit would have to reduce significantly in order to cause a breach.
Since the assessment in May, the Directors updated the model to consider
similar downside cases and to reflect the most recent Board approved forecasts
incorporating the current macro-economic conditions. The model was also
updated for the impact of the transaction to acquire CP Kelco, including the
cash consideration of US$1.15 billion requiring incremental debt funding of
US$900 million and the increase in the net debt to EBITDA ratio to 4.0 times
for up to 18 months following a significant acquisition. This increased ratio
is therefore applicable for the entire period being assessed. Based on this
assessment, the Directors concluded that in both the base case and worst case
scenario, the Group has sufficient liquidity and adequate covenant headroom
throughout the period to 31 March 2026 and that the likelihood of breaching
this higher debt covenant is remote. Accordingly, the Directors have
concluded that there are no material uncertainties with respect to going
concern and have adopted the going concern basis in preparing the condensed
consolidated financial information of the Group as at 30 September 2024.
The condensed set of consolidated financial information is unaudited but has
been reviewed by the external auditor and its report to the Company is set out
on page 37. The information shown for the year to 31 March 2024 does not
constitute statutory accounts as defined in Section 435 of the Companies Act
2006 and has been extracted from the Group's 2024 Annual Report which has been
approved by the Board of Directors on 22 May 2024 and filed with the Registrar
of Companies.
The report of the auditor on the financial statements contained within the
Group's 2024 Annual Report was unqualified and did not contain a statement
under either Section 498(2) or Section 498(3) of the Companies Act 2006. The
interim financial statements should be read in conjunction with the annual
consolidated financial statements for the year to 31 March 2024, which were
prepared in accordance with UK adopted International Accounting Standards.
The condensed set of consolidated financial information for the six months to
30 September 2024 on pages 14 to 32 was approved by the Board of Directors on
6 November 2024
Risks and uncertainties
The principal risks and uncertainties affecting the business activities of the
Group are detailed on pages 63 to 72 of the Tate & Lyle Annual Report
2024, a copy of which is available on the Company's website at
www.tateandlyle.com (http://www.tateandlyle.com) . The Board considers that
the principal risks set out in the Annual Report 2024 remain unchanged and
that actions continue to be taken to substantially mitigate the impact of such
risks, should they materialise.
Discontinued operations and application of Held for Sale
On 22 May 2024, the Group agreed the sale of the remaining interest in its
Primient joint venture to KPS Capital Partners for US$350 million (£277
million), which completed on 27 June 2024.
In accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued
Operations', from 20 May 2024 the Group classified its 49.7% interest in
Primient as a disposal group held for sale and as a discontinued operation.
At this point the Group ceased equity accounting for the Primient joint
venture. 20 May reflects the date that negotiations on substantive matters
with KPS were completed. An operation is classified as discontinued if it is
a component of the Group that: (i) has been disposed of, or meets the
criteria to be classified as held for sale; and (ii) represents a separate
major line of business or geographic area of operations or will be disposed of
as part of a single coordinated plan to dispose of a separate major line of
business or geographic area of operations. The results of discontinued
operations are presented separately from those of continuing operations.
Accordingly, the results for the year to 31 March 2024 and six months to 30
September 2023 have been restated impacting the consolidated income
statement. Refer to Note 7 for further details on discontinued operations.
New accounting standards
On 1 April 2024, the Group adopted amendments to IAS 7 Statement of Cash Flows
and IFRS 7 Financial Instruments. The amendments introduce additional
disclosure requirements in relation to supplier finance arrangements. The
Group will apply these amendments in its 2025 Annual Report.
On 9 April 2024, IFRS 18 Presentation and Disclosure in Financial Statements
was issued which will be effective for the Group from 1 April 2027 onwards.
This new standard sets out revised requirements on presentation within the
statement of profit or loss, including specified totals and subtotals. It also
requires disclosure of management-defined performance measures and includes
new requirements for aggregation and disaggregation of financial information
based on the identified 'roles' of the primary financial statements and the
notes. In addition, there are consequential amendments to other accounting
standards. An impact assessment on this new standard will be performed in
due course.
No other new standards, new interpretations or amendments to standards or
interpretations that are effective or that have been published but are not yet
effective, are expected to have a material impact on the Group's financial
statements.
Use of alternative performance measures
The Group also presents alternative performance measures, including adjusted
earnings before interest, tax, depreciation and amortisation ('adjusted
EBITDA'), adjusted profit before tax, adjusted earnings per share, free cash
flow, net debt to EBITDA and return on capital employed. These alternative
performance measures reported by the Group are not defined terms under UK
adopted International Accounting Standards and may therefore not be comparable
with similarly-titled measures reported by other companies. Refer to further
details on pages 10 to 13 ('Non-GAAP measures').
In the year to 31 March 2024, the Group amended its alternative performance
measures to exclude certain merger and acquisition ('M&A') costs in order
to more clearly measure its underlying performance. The comparatives for 30
September 2023 have been restated accordingly.
Reconciliations of the alternative performance measures to the most directly
comparable IFRS measures are presented in Note 3.
a) Exceptional items
Exceptional items comprise items of income, expense and cash flow, including
tax items that: are material in amount; and are outside the normal course of
business or relate to events which do not frequently recur, and therefore
merit separate disclosure in order to provide a better understanding of the
Group's underlying financial performance. Exceptional items in the Group's
financial statements are classified on a consistent basis across accounting
periods. Examples of events that give rise to the disclosure of material
items of income, expense and cash flow as exceptional items include, but are
not limited to:
· significant impairment events;
· significant business transformation activities;
· disposals of operations or significant individual assets;
· litigation claims by or against the Group; and
· restructuring of components of the Group's operations.
For tax items to be treated as exceptional, amounts must be material and their
treatment as exceptional enable a better understanding of the Group's
underlying financial performance.
b) M&A costs
M&A costs are excluded from alternative performance measures as follows:
· Amortisation of acquired intangible assets: costs associated with
amounts recognised through acquisition accounting that impact earnings
compared to organic investments;
· Amortisation of other fair value adjustments on acquisition: costs
associated with amounts recognised through acquisition accounting that impact
earnings compared to organic investments; and
· Other M&A activity-related items: incremental costs associated
with completing a transaction which include advisory, legal, accounting,
valuation and other professional or consulting services as well as
acquisition-related remuneration and directly attributable integration costs
incurred in the first 12 months of the acquisition.
3. Reconciliation of alternative performance measures
Income statement measures
The Group presents alternative performance measures including adjusted
earnings before interest, tax, depreciation and amortisation ('adjusted
EBITDA'), adjusted profit before tax and adjusted earnings per share.
The following table shows the reconciliation of the key income statement
alternative performance measures to the most directly comparable measures
reported in accordance with IFRS:
Restated*
Six months to 30 September 2024 Six months to 30 September 2023
Continuing operations IFRS Adjusting items Adjusted IFRS Adjusting Adjusted
£m unless otherwise stated reported reported reported items reported
Revenue 775 - 775 857 - 857
EBITDA 148 40 188 170 10 180
Depreciation(1) (28) 1 (27) (29) 1 (28)
Amortisation (17) 11 (6) (18) 11 (7)
Operating profit 103 52 155 123 22 145
Net finance income/(expense) 1 - 1 (4) - (4)
Profit before tax 104 52 156 119 22 141
Income tax expense (34) - (34) (25) (5) (30)
Profit for the period 70 52 122 94 17 111
Effective tax rate expense % 32.8% 21.6% 21.0% 21.4%
Earnings per share:
Basic earnings per share (pence) 17.7p - - 23.6p - -
Diluted earnings per share (pence) 17.4p 13.2p 30.6p 23.3p 4.1p 27.4p
Restated*
Year to 31 March 2024
Continuing operations IFRS Adjusting items Adjusted
£m unless otherwise stated reported reported
Revenue 1 647 - 1 647
EBITDA 301 27 328
Depreciation(1) (58) 1 (57)
Amortisation (36) 23 (13)
Operating profit 207 51 258
Net finance expense (6) - (6)
Profit before tax 201 51 252
Income tax expense (41) (13) (54)
Profit for the year 160 38 198
Effective tax rate expense % 19.9% 21.1%
Earnings per share:
Basic earnings per share (pence) 40.5p - -
Diluted earnings per share (pence) 39.8p 9.3p 49.1p
* Six months to 30 September 2023 restated to include other
M&A activity-related items in adjusting items. See Note 2. Six months to
30 September 2023 and year
to 31 March 2024 are also restated for discontinued operations. See Notes
2 and 7.
1. For the six months to 30 September 2024, depreciation includes
depreciation of £1 million related to the Quantum acquisition fair value
adjustments which is excluded from adjusted operating profit (30 September
2023 - £1 million; 31 March 2024 - £1 million).
The following table shows the reconciliation of the adjusting items in the
current and comparative periods:
Continuing operations Note Six months to 30 September 2024 Restated*
£m
Six months to Restated* Year to
30 September 2023
31 March
£m
2024
£m
Exceptional costs included in operating profit 5 7 8 24
M&A costs 45 14 27
Total excluded from adjusted profit before tax 52 22 51
Tax credit on adjusting items (5) (5) (13)
Exceptional tax charge 5 5 - -
Total excluded from adjusted profit for the period 52 17 38
* Six months to 30 September 2023 restated to include other
M&A activity-related items in adjusting items. See Note 2. Six months to
30 September 2023 and year to 31 March 2024 are also restated for discontinued
operations. See Notes 2 and 7.
The following table shows the M&A costs excluded from adjusted profit for
the period:
Continuing operations Six months to 30 September 2024 Restated* Year to
£m
31 March
Six months to
30 September 2023 2024
£m
£m
Amortisation of acquired intangible assets 11 11 23
Unwind of fair value adjustments(1) 1 1 2
Other M&A activity-related items 5 33 2 2
Total M&A costs 45 14 27
* Six months to 30 September 2023 restated to include other
M&A activity-related items in adjusting items. See Note 2.
1. For the six months to 30 September 2024, unwind of fair value
adjustments includes depreciation of £1 million (six months to 30 September
2023 - £1 million; year to 31 March 2024 - £1 million).
Cash flow measure
The Group also presents an alternative cash flow measure, 'free cash flow',
which is defined as cash generated from total operations, after net interest
and tax paid, after capital expenditure and excluding the impact of
exceptional items.
Tax paid refers to tax paid for the Group's operations excluding any tax paid
for its share of the Primient joint venture's results. Prior to the joint
venture's disposal, the Group received specific dividends from Primient in
order to settle such tax liabilities. As all dividends received are excluded
from free cash flow it is appropriate to exclude tax paid out of the receipt
of these dividends.
The following table shows the reconciliation of free cash flow relating to
continuing operations:
Six months to Restated* Year to
30 September
31 March
2024 Six months to
2024
£m
30 September 2023
£m
£m
Adjusted operating profit from continuing operations 155 145 258
Adjusted for:
Adjusted depreciation and adjusted amortisation(1) 33 35 70
Share-based payments charge 6 8 13
Other non-cash movements(2) - (2) (4)
Changes in working capital 13 (28) 7
Net retirement benefit obligations (3) (3) (7)
Net capital expenditure (50) (46) (110)
Net interest and tax paid(3) (27) (30) (57)
Free cash flow from continuing operations 127 79 170
* Restated to include other M&A activity-related items in
adjusting items. See Note 2.
1. Total depreciation of £28 million (30 September 2023 - £29
million; 31 March 2024 - £58 million) less £1 million of depreciation
related to Quantum acquisition fair value adjustments (30 September 2023 - £1
million; 31 March 2024 - £1 million) and amortisation of £17 million (30
September 2023 - £18 million;
31 March 2024 - £36 million) less £11 million (30 September 2023 - £11
million; 31 March 2024 - £23 million) of amortisation of acquired intangible
assets.
2. In the year ended 31 March 2024, other non-cash movements excludes
an inflow of £1 million for an item not included in adjusted operating
profit.
3. Net interest and tax paid excludes tax payments of £29 million
relating to the Group's share of Primient's tax (30 September 2023 - £16
million; 31 March 2024 - £24 million) including the exceptional tax on the
gain on disposal of Primient of £26 million (30 September 2023 - £12
million; 31 March 2024 - £12 million).
The following table shows the reconciliation of free cash flow to net cash
generated from operating cash flows:
Six months to Restated* Year to
30 September
31 March
2024 Six months to
2024
£m
30 September 2023
£m
£m
Free cash flow from continuing operations 127 79 170
Adjusted for:
Less: exceptional cash flow (10) (11) (27)
Less: tax payments relating to Primient and gain on disposal (29) (16) (24)
Less: interest received (12) (10) (19)
Less: other M&A activity-related items (21) (2) (2)
Add: net capital expenditure 50 46 110
Net cash generated from operating activities - total operations 105 86 208
* Restated to include other M&A activity-related items in
adjusting items. See Note 2.
4. Segment information
Segment information is presented on a basis consistent with the information
presented to the Board (the designated Chief Operating Decision Maker (CODM))
for the purposes of allocating resources within the Group and assessing the
performance of the Group's businesses.
The Group's core operations comprise three operating segments as follows: Food
& Beverage Solutions, Sucralose and Primary Products Europe. These
operating segments are also reportable segments. The Group does not
aggregate operating segments to form reportable segments. Food &
Beverage Solutions operates in the core categories of beverages, dairy, soups,
sauces and dressings and bakery and snacks. Sucralose, a high-intensity
sweetener and a sugar reduction ingredient, is used in various food categories
and beverages. Primary Products Europe focuses principally on high-volume
sweeteners and industrial starches. The Group is executing a planned
transition away from these lower margin products in order to use the capacity
to fuel growth in the Food & Beverage Solutions operating segment.
Whilst not part of the Group's core operations, its 49.7% investment in the
Primient joint venture has also been an operating segment and reportable
segment. In the six months to 30 September 2024, the Board continued to view
the profit performance of Primient which consists of its adjusted share of
profit up to the point equity accounting ceased on classification as held for
sale and excludes the gain on disposal.
Group costs including head office, treasury and insurance activities have been
allocated to segments. The allocation methodology is based on firstly
attributing total selling and general administrative costs by the support
provided to each segment directly, then allocating non-directly attributed
costs mainly on the basis of segment share of Group gross profit.
Adjusted EBITDA is used as the measure of the profitability of the Group's
businesses. For the Primient operating segment, the Board has used the
Group's share of adjusted profit of the Primient joint venture up to the point
equity accounting ceased as the measure of profitability of this business.
Adjusted EBITDA and the Group's share of adjusted profit of the Primient
joint venture are therefore the measures of segment profit presented in the
Group's segment disclosures for the relevant operating segments.
All revenue is from external customers.
IFRS 8 Segment results
Six months to 30 September 2024
Total operations Food & Beverage Solutions Primary Primient Joint Venture Total
£m Products £m £m
Sucralose Europe
£m £m
Revenue 631 99 45 - 775
Adjusted EBITDA(1) 157 33 (2) - 188
Adjusted EBITDA margin 24.9% 33.7% (3.9%) - 24.3%
Adjusted share of profit of joint venture(2) - - - 9 9
1. Reconciled to statutory profit for the period for continuing
operations in Note 3.
2. Reconciled to statutory profit for the period for discontinued
operations in Note 7.
Restated*
Six months to 30 September 2023
Total operations Food & Beverage Solutions Primary Primient Joint Venture Total
£m Products £m £m
Sucralose Europe
£m £m
Revenue 707 89 61 - 857
Adjusted EBITDA(1) 155 28 (3) - 180
Adjusted EBITDA margin 21.9% 30.8% (4.2%) - 20.9%
Adjusted share of profit of joint venture(2) - - - 17 17
* Restated to include other M&A activity-related items in
adjusting items. See Note 2.
1. Reconciled to statutory profit for the period for continuing
operations in Note 3.
2. Reconciled to statutory profit for the period for discontinued
operations in Note 7.
Year to 31 March 2024
Total operations Food & Beverage Solutions Primary Primient Joint Venture Total
£m Products £m £m
Sucralose Europe
£m £m
Revenue 1 359 174 114 - 1 647
Adjusted EBITDA(1) 281 52 (5) - 328
Adjusted EBITDA margin 20.7% 29.8% (4.8%) - 19.9%
Adjusted share of profit of joint venture(2) - - - 35 35
1. Reconciled to statutory profit for the year for continuing
operations in Note 3.
2. Reconciled to statutory profit for the period for discontinued
operations in Note 7.
Geographic disclosures
Six months to Six months to Year to
30 September
30 September 31 March
2024
2023 2024
£m
Revenue - total operations £m £m
Food & Beverage Solutions
North America 310 334 642
Asia, Middle East, Africa and Latin America 191 200 396
Europe 130 173 321
Food & Beverage Solutions - total 631 707 1 359
Sucralose 99 89 174
Primary Products Europe 45 61 114
Total 775 857 1 647
5. Exceptional items
Exceptional (costs)/income recognised in the income statement are as follows:
Restated* Restated*
Six months to Six months to Year to
30 September 30 September 31 March
2024 2023 2024
Income statement - continuing operations Footnotes £m £m £m
Restructuring costs (a) (7) (7) (21)
Costs associated with the separation and disposal of Primient - (1) (4)
Stabiliser product contamination - - 1
Exceptional items included in profit before tax (7) (8) (24)
UK tax charge (see Note 6) (b) (5) - -
Tax credit on exceptional items 2 2 7
Exceptional items - continuing operations (10) (6) (17)
Income statement - discontinued operations
Gain on disposal of Primient joint venture (see Note 7) 109 - -
Exceptional items related to share of profit of joint venture (see Note 7) - (1) (1)
Exceptional items included in profit before tax 109 (1) (1)
Exceptional tax (charge) / credit on gain on disposal (see Note 7) (24) - 9
Exceptional items - discontinued operations 85 (1) 8
Income statement - total operations
Exceptional items included in profit before tax 102 (9) (25)
Exceptional items - total operations 75 (7) (9)
* Six months to 30 September 2023 and year to 31 March 2024 are
restated for discontinued operations. See Notes 2 and 7.
Continuing operations for the six months to 30 September 2024
(a) As part of the Group's previously announced commitment to deliver
US$150 million of productivity savings in the five years ending 31 March 2028,
a £7 million charge has been recognised related to organisational
improvements to the Food & Beverage Solutions business and activities to
drive productivity savings. This charge includes severance costs, project
costs and information technology (IT) initiatives. Included in this amount
is a £3 million charge for a programme of digital restructuring, relating
principally to an incremental IT-capabilities investment programme to leverage
digital technologies to improve the Group's end-to-end customer and employee
experience, and to drive efficiency savings.
(b) In the six months to 30 September 2024, a £5 million exceptional tax
charge has been recognised as a result of the CP Kelco transaction. Due to
the forecasted higher interest expense that will be incurred linked to the
increased borrowings to fund the acquisition, a deferred tax asset on UK
temporary differences (including UK losses) of £5 million is no longer
considered recoverable.
The most significant exceptional costs in the comparative periods related to
the aforementioned restructuring programme as well as Primient disposal
separation costs, including IT costs to separate the Group's and Primient's
IT.
Tax credits or charges on exceptional items are only recognised to the extent
that gains or losses incurred are expected to result in tax recoverable or
payable in the future. The total tax impact of these exceptional items was a
tax credit of £2 million (Six months to 30 September 2023 - £2 million; Year
to 31 March 2024 - £7 million).
Discontinued operations
On 22 May 2024, the Group agreed the sale of the remaining interest in
Primient joint venture to KPS Capital Partners for US$350 million (£277
million), which completed on 27 June 2024. In the six months to 30 September
2024, the Group recorded a pre-tax gain of £109 million associated with this
disposal. A further exceptional tax charge of £24 million arose on this
gain. Further details on the gain on disposal, the associated tax charge,
and other exceptional items included in the Group's share of profit of the
Primient joint venture are shown in Note 7.
Cash flows from total operations
Exceptional costs recorded in operating profit in continuing operations during
the year resulted in £7 million (outflow) disclosed in exceptional operating
cash flow. Exceptional costs recorded in the prior year resulted in further
cash outflows in the year of £3 million. Further details in respect of cash
flows from exceptional items are set out below.
Net operating cash (outflows) / inflows on exceptional items Footnote Six months to Six months to Year to
30 September 30 September
31 March
2024 2023 2024
£m
£m £m
Restructuring costs (a) (9) (4) (18)
Costs associated with the separation and disposal of Primient (1) (5) (7)
US pension plan past service credit - - (1)
Stabiliser product contamination - - 1
Historical legal matters - (2) (2)
Net operating cash outflows - continuing operations (10) (11) (27)
Net operating cash outflows - discontinued operations (26) (12) (12)
Net operating cash outflows - total operations (36) (23) (39)
Exceptional cash flows
The total cash adjustment relating to exceptional items presented in the cash
flow statement of £112 million outflow reflects the net exceptional gain in
profit before tax for total operations of £102 million which was £112
million higher than net cash outflows of £10 million set out in the table
above.
The Group also paid £26 million (30 September 2023 - £12 million; Year to 31
March 2024 - £12 million) of exceptional tax on the gain on disposal of
Primient (see Note 7).
Other M&A activity-related items
Other M&A activity related items consist of the following:
Continuing operations Six months to Six months to Year to
30 September
30 September
31 March
2024
2023
£m
£m 2024
£m
CP Kelco acquisition deal-related costs (29) - -
CP Kelco acquisition integration costs (4) - -
Other - (2) (2)
Total other M&A activity-related items (33) (2) (2)
Deal-related costs linked to the CP Kelco acquisition consist principally of
external advisor fees including deal support, legal, and banking fees.
Integration costs linked to the CP Kelco acquisition relate to external
advisor fees.
M&A cashflows
M&A costs recorded in operating profit in continuing operations during the
year resulted in a cash outflow of £21 million, all related to the CP Kelco
acquisition deal-related costs. The cash adjustment relating to M&A
items presented in the cash flow statement of £12 million inflow reflects the
net M&A charge in profit before tax for total operations of £33 million
which was £12 million higher than net cash outflows of £21 million.
6. Income tax expense
Income tax for the period is presented as follows:
· Statutory current and deferred taxes from continuing operations
of £34 million, which when divided by statutory profit before tax from
continuing operations of £104 million gives a statutory effective tax rate of
32.8%.
· Adjusted income tax expense from continuing operations of £34
million, which when divided by adjusted profit before tax from continuing
operations of £156 million gives an adjusted effective tax rate of 21.6%.
Adjusted income tax is different to statutory income tax due to the tax effect
of adjusting and exceptional items.
Analysis of charge for the period
Six months to Restated* Restated*
30 September Six months to Year to
Continuing operations 2024 30 September 31 March
£m 2023 2024
£m £m
Current tax:
United Kingdom (2) (3) (5)
Overseas (22) (30) (58)
Tax credit on exceptional items 2 2 7
(Charge)/credit in respect of previous financial years - (1) 2
(22) (32) (54)
Deferred tax:
(Charge)/credit for the period (9) 4 9
Credit in respect of previous financial years 2 3 4
Tax charge on exceptional items - - -
UK exceptional tax charge (5) - -
Income tax expense (34) (25) (41)
Statutory effective tax rate % 32.8% 21.0% 19.9%
* Prior period comparatives restated for discontinued
operations. See Notes 2 and 7.
Reconciliation to adjusted income tax expense
Six months to Restated* Restated*
30 September Six months to Year to
2024 30 September 31 March
Continuing operations £m 2023 2024
£m £m
Income tax expense: (34) (25) (41)
Add back the impact of:
Tax credit on exceptional items (2) (2) (7)
Tax credit on amortisation of acquired intangibles and other fair value (3) (3) (6)
adjustments
UK exceptional tax charge 5 - -
Adjusted income tax expense (34) (30) (54)
Adjusted effective tax rate % 21.6% 21.4% 21.1%
* Prior period comparatives restated for discontinued
operations. See Notes 2 and 7.
Pillar Two legislation is effective for the Group's financial year beginning 1
April 2024. The Group has performed an assessment of the Group's potential
exposure to Pillar Two income taxes. Based on this assessment, the Pillar
Two effective tax rates in most of the jurisdictions in which the Group
operates are above 15%. However, there are a limited number of jurisdictions
where the transitional safe harbour relief does not apply and the Pillar Two
effective tax rate is close to 15%. The Group does not expect a material
exposure to Pillar Two income taxes in those jurisdictions.
7. Discontinued operations
As described in Note 2, on 20 May 2024 the Group classified its 49.7% interest
in Primient as a disposal group held for sale and a discontinued operation.
Equity accounting for the joint venture ceased at this point.
The Primient business consists of the following operations:
· Corn wet mills in the US in Decatur, Illinois; Lafayette,
Indiana; and Loudon, Tennessee.
· Acidulants plants in Dayton, Ohio; Duluth, Minnesota; and Santa
Rosa, Brazil.
· Shareholdings in two joint ventures - Almex in Guadalajara, Mexico
and Covation Biomaterials (formerly Bio-PDO), in Loudon, Tennessee.
· Grain elevator network and bulk transfer stations in North
America.
Primient disposal
On 22 May 2024, the Group agreed the sale of the remaining interest in its
Primient joint venture to KPS Capital Partners for US$350 million (£277
million), which completed on 27 June 2024, resulting in an exceptional gain on
disposal before tax of £109 million. A further exceptional tax charge of
£24 million arose on this gain (see Note 5 and below).
The current tax charge arising on the gain on disposal of Primient was £46
million. Of this amount, £26 million has been paid in the period ending 30
September 2024. This tax charge has been partially offset by a deferred tax
credit of £22 million which is principally due to the release of the deferred
tax liability reflecting the difference in measurement of the tax basis and
carrying value of the investment. This results in a net tax charge on the
gain on disposal of £24 million.
Income statement measures
The Group presents alternative performance measures including adjusted
earnings before interest, tax, depreciation and amortisation ('adjusted
EBITDA'), adjusted profit before tax and adjusted earnings per share.
The following table shows the reconciliation of the key income statement
alternative performance measures to the most directly comparable measures
reported in accordance with IFRS:
Six months to 30 September 2024 Six months to 30 September 2023
Discontinued operations IFRS Adjusting items Adjusted IFRS Adjusting Adjusted
£m unless otherwise stated reported reported reported items reported
Gain on disposal 109 (109) - - - -
Share of profit of joint venture 8 1 9 11 6 17
Profit before tax 117 (108) 9 11 6 17
Income tax (expense)/credit (22) 24 2 (3) (1) (4)
Profit for the period 95 (84) 11 8 5 13
Effective tax rate expense/(credit) % 18.9% (18.8%) 24.4% 24.6%
Earnings per share:
Basic earnings per share (pence) 24.2p - - 2.2p - -
Diluted earnings per share (pence) 24.0p (21.1)p 2.9p 2.1p 0.9p 3.0p
Year to 31 March 2024
Discontinued operations IFRS Adjusting Adjusted
£m unless otherwise stated reported items reported
Gain on disposal - - -
Share of profit of joint venture 25 10 35
Profit before tax 25 10 35
Income tax credit/(expense) 3 (11) (8)
Profit for the year 28 (1) 27
Effective tax rate (credit)/expense % (8.3%) 25.6%
Earnings per share:
Basic earnings per share (pence) 6.8p - -
Diluted earnings per share (pence) 6.7p (0.3p) 6.4p
The following table shows the reconciliation of the discontinued operations
adjusting items impacting adjusted profit after tax:
Discontinued operations Six months to 30 September 2024 Six months to Year to
£m
30 September 2023
31 March
£m
2024
£m
Primient adjusting items at Group's share:
Exceptional costs included in operating profit - 1 1
Amortisation of acquired intangibles and other fair value adjustments 1 5 9
Total excluded from adjusted share of profit 1 6 10
Gain on disposal (109) - -
Total excluded from profit before tax (108) 6 10
Tax credit on adjusting items - (1) (2)
Exceptional tax charge/(credit) on gain on disposal(1) 24 - (9)
Total excluded from profit for the period (84) 5 (1)
1. The gain on disposal and associated tax charge recognised in the six
months to 30 September 2024 are shown in the tables below. In the year ended
31 March 2024, a £9 million exceptional tax credit was recognised,
principally relating to deferred tax reflecting the change in measurement of
the difference between the tax basis and carrying value of the Primient joint
venture.
Gain on disposal Six months to 30 September 2024
£m
Cash consideration 277
Investment in Primient (175)
Recycling of accumulated foreign exchange from other comprehensive income to 10
the income statement
Transaction costs (3)
Gain on disposal before tax 109
Tax on gain on disposal (24)
Gain on disposal 85
The results of the discontinued operations which have been included in the
consolidated cash flow statement for the six months to 30 September 2024 and
the comparative periods were as follows:
Discontinued operations - (outflow)/inflow Six months to 30 September 2024 Six months to Year to
£m
30 September 2023
31 March
£m
2024
£m
Operating(1) (29) (16) (24)
Investing 277 25 71
Financing - - -
Net cash inflow 248 9 47
1. Relates to exceptional tax paid on the gain on disposal of Primient
and tax paid on the Group's share of Primient's profit.
8. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to
owners of the Company by the weighted average number of ordinary shares in
issue during the period (excluding shares held by the Company and the Employee
Benefit Trust to satisfy awards made under the Group's share-based incentive
plans).
Diluted earnings per share is calculated by dividing the profit attributable
to ordinary equity holders of the parent by the weighted average number of
ordinary shares outstanding during the period plus the weighted average number
of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares.
The average market price of the Company's ordinary shares during the six
months to 30 September 2024 was 653p (30 September 2023 - 751p; 31 March 2024
- 691p). The dilutive effect of share-based incentives was 5.2 million
shares (30 September 2023 - 6.2 million shares; 31 March 2024 - 7.1 million
shares).
Six months to 30 September 2024 Restated*
Six months to 30 September 2023
Continuing operations Discontinued operations Total Continuing operations Discontinued
operations Total
Profit attributable to owners of the Company (£ million) 70 95 165 94 8 102
Weighted average number of shares (million) - basic 392.5 392.5 392.5 398.2 398.2 398.2
Basic earnings per share (pence) 17.7p 24.2p 41.9p 23.6p 2.2p 25.8p
Weighted average number of shares (million) - diluted 397.7 397.7 397.7 404.4 404.4 404.4
Diluted earnings per share (pence) 17.4p 24.0p 41.4p 23.3p 2.1p 25.4p
Restated*
Year to 31 March 2024
Continuing operations Discontinued operations Total
Profit attributable to owners of the Company (£ million) 160 28 188
Weighted average number of shares (million) - basic 397.1 397.1 397.1
Basic earnings per share (pence) 40.5p 6.8p 47.3p
Weighted average number of shares (million) - diluted 404.2 404.2 404.2
Diluted earnings per share (pence) 39.8p 6.7p 46.5p
* Six months to 30 September 2023 and year to 31 March 2024 are
restated for discontinued operations. See Notes 2 and 7.
The decrease in the weighted average number of shares in the six months to 30
September 2024 is due to the initiation of a £215 million on-market share
buyback programme on 20 June 2024. The aim of this programme, which is
expected to be completed by the end of the 2025 financial year, is to return
to shareholders the net cash proceeds from the Primient disposal. As part of
the share buyback programme, the Group has entered into a contract with a
counterparty to purchase shares on the Group's behalf. At 30 September 2024,
a total of 15.5 million shares have been purchased on our behalf. Shares are
purchased daily and cash settled weekly in arrears. At 30 September, a total
of 14.4 million shares at £93 million had been paid for. Whilst the Group
is obliged to acquire from the counterparty all shares it purchased during the
closed period ahead of the release of the interim statement, this has not
resulted in a financial liability at 30 September 2024, as the balance sheet
date did not fall within the closed period.
Adjusted earnings per share
A reconciliation between profit attributable to owners of the Company from
continuing operations and the equivalent adjusted measure, together with the
resulting adjusted earnings per share measure, is shown below:
Continuing operations Notes Six months to Restated* Restated*
30 September
Six months to
Year to
2024 30 September 31 March
£m 2023 2024
£m £m
Profit attributable to owners of the Company 70 94 160
Adjusting items:
- exceptional costs in operating profit 5 7 8 24
- M&A costs 3 45 14 27
- tax credit on adjusting items 3, 6 (5) (5) (13)
- exceptional tax charge 3, 6 5 - -
Adjusted profit attributable to owners of the Company 3 122 111 198
Weighted average number of shares (million) - diluted 397.7 404.4 404.2
Adjusted earnings per share (pence) - continuing operations 30.6p 27.4p 49.1p
* Six months to 30 September 2023 restated to include other
M&A activity-related items in adjusting items. See Note 2. Six months to
30 September 2023 and year to 31 March 2024 are restated for discontinued
operations. See Notes 2 and 7.
Total operations Notes Six months to Restated* Restated*
30 September
Six months to
Year to
2024 30 September 31 March
£m 2023 2024
£m £m
Adjusted profit attributable to owners of the Company - Continuing operations 3 122 111 198
Adjusted profit attributable to owners of the Company - Discontinued 7 11 13 27
operations
Adjusted profit attributable to owners of the Company - Total operations 133 124 225
Adjusted earnings per share (pence) - Total operations 33.5p 30.4p 55.5p
* Six months to 30 September 2023 restated to include other
M&A activity-related items in adjusting items. See Note 2. Six months to
30 September 2023 and year to 31 March 2024 are restated for discontinued
operations. See Notes 2 and 7.
9. Dividends on ordinary shares
The Directors have declared an interim dividend of 6.4p per share for the six
months to 30 September 2024 (six months to 30 September 2023 - 6.2p per
share), payable on 6 January 2025.
The final dividend for the year to 31 March 2024 of £51 million, representing
12.9p per share, was paid during the six months to 30 September 2024.
10. Net debt - total operations
Movements in the Group's net debt were as follows:
Cash and cash Borrowings and Total
equivalents lease liabilities
£m
£m £m
At 1 April 2024 437 (590) (153)
Movements from cash flows 190 4 194
Currency translation differences (33) 33 -
Lease liabilities - (2) (2)
At 30 September 2024 594 (555) 39
On 16 May 2024 the Group's committed, undrawn and sustainability-linked
revolving credit facility of US$800 million (£597 million) was amended and
re-stated. The maturity date was extended for five years to 16 May 2029, and
includes two further one-year extension options, which are subject to lender
credit approval.
11. Investments in equities and financial instruments
Carrying amount versus fair value
The fair values of the Group's cash and cash equivalents, trade and other
receivables and trade and other payables approximate their carrying amounts
due to their short-term nature. The fair value of borrowings, excluding
lease liabilities, is estimated to be £486 million (30 September 2023 - £520
million; 31 March 2024 - £493 million) and has been determined by discounted
estimated cash flows with an applicable market quoted yield, using quoted
market prices, discounted estimated cash flows based on broker dealer
quotations or quoted market prices. The carrying value of other assets and
liabilities held at amortised cost is not materially different from their fair
value.
Fair value measurements recognised in the balance sheet
The table below shows the Group's financial assets and liabilities measured at
fair value at 30 September 2024. The fair value hierarchy categorisation,
valuation techniques and inputs, are consistent with those used in the year to
31 March 2024.
At 30 September 2024 At 31 March 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£m £m £m £m £m £m £m £m
Assets at fair value
Financial assets at FVPL(1) - - 22 22 - - 22 22
Financial assets at FVOCI(1) - - 5 5 - - 6 6
Derivative financial instruments:
- commodity derivatives - - - - - - - -
Assets at fair value - - 27 27 - - 28 28
Liabilities at fair value
Derivative financial instruments:
- commodity derivatives (1) - - (1) (3) - - (3)
Liabilities at fair value (1) - - (1) (3) - - (3)
1. Included in Investment in equities in the Consolidated Statement of
Financial Position.
Included in investments in equities are assets classified as FVOCI. These
relate principally to long-term strategic investments that the Group does not
control, nor has significant influence over. The investments are non-listed
and are mainly start-ups or in the earlier stages of their lifecycle.
Therefore, fair value has been determined based on the most recent funding
rounds adjusted for indicators of impairment. The fair values assigned to
each of the investments have different significant unobservable inputs.
For assets and liabilities that are recognised in the financial statements at
fair value on a recurring basis, the Group determines whether transfers have
occurred between levels in the hierarchy by re-assessing categorisation (based
on the lowest level of input that is significant to the fair value measurement
as a whole) at the end of the reporting period. There were no transfers
between Level 1 and Level 2 fair value measurements during the period, and no
transfers into or out of Level 3 fair value measurements during the six months
to 30 September 2024.
The following table reconciles the movement in the Group's net financial
assets classified in 'Level 3' of the fair value hierarchy:
Financial assets at FVPL Financial assets at FVOCI Total
£m £m £m
At 1 April 2024 22 6 28
Other comprehensive income - (1) (1)
Non-qualified deferred compensation arrangements 1 - 1
Purchases 1 - 1
Disposals (1) - (1)
Currency translation differences (1) - (1)
At 30 September 2024 22 5 27
12. Events after the balance sheet date
There are no material post balance sheet events requiring disclosure in
respect of the six months to 30 September 2024.
TATE & LYLE PLC
ADDITIONAL INFORMATION
FOR THE SIX MONTHS TO 30 SEPTEMBER 2024
Calculation of changes in constant currency
Where changes in constant currency are presented in this statement, they are
calculated by retranslating current period results at prior period exchange
rates. The following table provides a reconciliation between the current
period and the six months to September 2023 at actual exchange rates and at
constant currency exchange rates. Absolute numbers presented in the tables
are rounded for presentational purposes, whereas the growth percentages are
calculated on unrounded numbers.
Six months to 30 September 2024 FX 2024 Underlying Restated* Change % Change in
£m
£m
at constant
growth
constant
Adjusted performance
currency
£m 2023
currency
Continuing operations
£m
£m
%
Revenue 775 25 800 (57) 857 (10%) (7%)
Food & Beverage Solutions 157 2 159 4 155 2% 3%
Sucralose 33 1 34 6 28 21% 23%
Primary Products Europe (2) - (2) 1 (3) 32% 32%
Adjusted EBITDA 188 3 191 11 180 5% 6%
Adjusted operating profit 155 1 156 11 145 7% 8%
Net finance income/(expense) 1 - 1 5 (4) >99% >99%
Adjusted profit before tax 156 1 157 16 141 10% 11%
Adjusted income tax expense (34) - (34) (4) (30) (11%) (12%)
Adjusted profit after tax 122 1 123 12 111 10% 11%
Adjusted EPS (pence) 30.6p 0.3p 30.9p 3.5p 27.4p 12% 13%
* Six months to 30 September 2023 restated to include other
M&A activity-related items in adjusting items and for discontinued
operations. See Notes 2 and 7.
Currency Sensitivities
Currency-sensitivity information for the six months to 30 September 2024 is
summarised below. This sets out the sensitivity to a 5% strengthening of
pound sterling impacting the Group's revenue and EBITDA in the six months to
30 September 2024:
Currency Six months to 30 September 2024(1) Six months to Change (%)(3) Six months impact (£m) of
30 September 2023(2)
5% strengthening of GBP
(vs 2024 average rate)(4)
Revenue EBITDA
USD 1.28 1.26 1.8% (21) (8)
EUR 1.18 1.16 1.9% (10) (2)
Other(5) (6) -
1. Based on average daily spot rates from 1 Apr 2024 to 30 Sep
2024
2. Based on average daily spot rates from 1 Apr 2023 to 30 Sep
2023
3. Change versus average spot rates for the previous period.
4. Based on best prevailing assumptions around currency profiles
5. Other currencies include, inter alia, CNY, AUD, JPY, MXN, PLN,
ZAR, BRL, AED, THB
Restatement of prior year alternative performance measures
1) For treatment of M&A related costs
In the year to 31 March 2024, the Group amended its alternative performance
measures to fully exclude incremental merger and acquisition activity-related
costs.
Incremental M&A activity-related items are excluded as they are a direct
result of completing or attempting to complete an acquisition or disposal.
Their exclusion allows a better understanding of the Group's underlying
financial performance. Such items include:
1. Transaction costs for acquisitions and disposals including
advisory, legal, accounting, valuation and other professional or consulting
services;
2. Acquisition-related remuneration costs; and,
3. The cost of integrating an acquisition into the Group, or
separating a disposal from the Group, in the 12 months following the
associated transaction.
Alternative performance measures for the six months to 30 September 2024, and
the year to 31 March 2024 are reported excluding these costs and the
comparatives for the six months to 30 September 2023 have been restated
accordingly. The additional information shown here provides details
supporting the restatement of information related to the six months to 30
September 2023.
2) For the sale of the remaining interest in the Primient joint venture
On 22 May 2024, the Group agreed the sale of the remaining interest in
Primient joint venture to KPS Capital Partners for US$350 million (£277
million), which completed on 27 June 2024.
In accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued
Operations', from 20 May 2024 the Group classified its 49.7% interest in
Primient as a disposal group held for sale and as a discontinued operation.
Accordingly, the continuing results for the six months to 30 September 2023
and the year to 31 March 2024 have been restated impacting the consolidated
income statement.
Income statement measures
Six months to 30 September 2023 - continuing operations As reported M&A Disposal of joint venture Restated
previously costs £m £m
£m £m
Operating profit 123 - - 123
Depreciation 29 - - 29
Amortisation 18 - - 18
Exceptional items 8 - - 8
M&A costs - 2 - 2
Adjusted EBITDA 178 2 - 180
Operating profit 123 - - 123
Exceptional items 8 - - 8
Other M&A activity-related items - 2 - 2
Amortisation of acquired intangible assets 11 - - 11
Unwind of fair value adjustments 1 - - 1
Adjusted operating profit 143 2 - 145
Net finance expense (4) - - (4)
Adjusted share of profit of joint venture 17 - (17) -
Adjusted profit before tax 156 2 (17) 141
Adjusted income tax expense (34) - 4 (30)
Adjusted profit after tax 122 2 (13) 111
Adjusted earnings per share 30.1p 0.3p (3.0p) 27.4p
For segmental reporting purposes, all M&A restatements relate to the Food
& Beverage Solutions reporting segment, with EBITDA for that segment
increasing from £153 million to £155 million.
Cash flow measures
Six months to 30 September 2023 As reported M&A Restated
previously costs £m
£m £m
Net cash flow from operating activities 86 - 86
Capital expenditure (net) (46) - (46)
Tax paid in respect of Primient partnership 4 - 4
Exceptional cash flows 23 - 23
Interest received 10 - 10
M&A activity-related items - 2 2
Free cash flow 77 2 79
Income statement measures
Year to 31 March 2024 - continuing operations As reported Disposal of joint venture Restated
previously £m £m
£m
Adjusted operating profit 258 - 258
Net finance expense (6) - (6)
Adjusted share of profit of joint venture 35 (35) -
Adjusted profit before tax 287 (35) 252
Adjusted income tax expense (62) 8 (54)
Adjusted profit after tax 225 (27) 198
Adjusted earnings per share 55.5p (6.4p) 49.1p
Statement of Directors' responsibilities
The Directors confirm: that this condensed consolidated set of financial
information has been prepared on the basis of the accounting policies set out
in the Group's 2023 Annual Report, and in accordance with UK adopted
International Accounting Standard 34 "Interim Financial Reporting"; that the
condensed consolidated set of financial statements gives a true and fair view
of the assets, liabilities, financial position and profit or loss as required
by the Disclosure Guidance and Transparency Rules (DTRs) sourcebook of the
United Kingdom's Financial Conduct Authority, paragraph DTR 4.2.4; and that
the interim management report herein includes a fair review of the information
required by paragraphs DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the
first six months and their impact on the condensed set of consolidated
financial information;
· a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related party transactions in the first six months and any
material changes in the related party transactions described in the last
Annual Report.
The Directors are responsible for the maintenance and integrity of the
Company's website. UK legislation governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
The Directors of Tate & Lyle PLC are listed in the Tate & Lyle Annual
Report for the year to 31 March 2024. The following changes have been made
to the Board in the six months to 30 September 2024.
On 1 April 2024, Jeffrey Carr joined the Board as a non-executive Director.
On 13 August 2024, it was announced that Sarah Kuijlaars would be appointed as
Chief Financial Officer and to the Board of Directors from 16 September 2024.
She replaced Dawn Allen, who resigned from the Board and as Chief Financial
Officer with effect from 15 September 2024.
For and on behalf of the Board of Directors:
Nick
Hampton
Sarah Kuijlaars
Chief
Executive
Chief Financial Officer
6 November 2024
INDEPENDENT REVIEW REPORT TO TATE & LYLE 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
September 2024 which comprises the condensed (interim) consolidated income
statement, condensed (interim) consolidated statement of comprehensive income,
condensed (interim) consolidated statement of financial position, condensed
(interim) consolidated statement of cash flows, condensed (interim)
consolidated statement of changes in equity and the related explanatory notes
1 to 12. We have read the other information contained in the half yearly
financial report and considered whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed set of
financial statements.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 September 2024 is not prepared,
in all material respects, in accordance with UK adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK) "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an
audit opinion.
As disclosed in note 2, the annual financial statements of the Group are
prepared in accordance with UK adopted international accounting standards.
The condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management 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
this ISRE, 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 company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
London
6 November 2024
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