REG - TClarke PLC - Half-year Report
13/07/2023 07:00
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RNS Number : 8323F TClarke PLC 13 July 2023
TClarke plc
Half year results for the six months ended 30 June 2023
Forward order book at record level
TClarke plc ("the Group" or "TClarke"), the Building Services Group, announces
its half year results for the period ended 30 June 2023.
Financial Highlights:
6 months to 30 June H1 2023 H1 2022
Revenue £207m £206m
Operating profit (EBIT) £5.7m £6.0m
Operating margin 2.8% 2.9%
Profit before tax £4.8m £5.5m
Earnings per share (Basic) 8.68p 10.24p
Interim Dividend 1.375p 1.25p
Net Cash £4.5m £7.2m
Forward order book £781m £586m
Earnings per share is calculated by dividing profit after tax by the weighted
average number of shares in issue.
Trading
Trading has continued in line with expectations for the first six months of
2023 with revenue at a similar level compared with the corresponding period
last year. Significant revenue growth is forecast for H2 2023; as a result the
Board expects the Group to achieve its £500m annual revenue target. Revenue
growth is particularly strong in London; this growth is forecast to continue
throughout 2024 and 2025. Revenue is targeted to grow to £600m in 2024 and
£650m in 2025.
Cash and Facilities
Good financial discipline is at the centre of our operations. Net cash is
£4.5m as at 30 June 2023 (2022: £7.2m).The principal cash movements are
detailed in the banking facilities section of this report.
In a separate announcement on 6 July 2023 the Board announced that it has
conditionally raised gross proceeds of £10.7 million by way of an
oversubscribed placing of new ordinary shares in the Company in order to fund
significant further expansion beyond 2023.
The net proceeds of the Placing will further strengthen the Group's balance
sheet and will provide additional resources with which to capture and deliver
additional identified short to medium term attractive contract opportunities
in the London business - in doing so driving further growth and margin
expansion.
In addition the Group has banking facilities with Nat West comprising a £25m
revolving credit facility (RCF) which extends to August 2026 and a £5m
overdraft facility.
Dividend
The Board declares an interim dividend of 1.375p per share (2022: 1.250p per
share) to be paid on 29 September 2023 to shareholders on the register at 1
September 2023.
Net Assets
Group net assets have increased by £3.1m in the six months to 30 June 2023
and now stand at £41.8m. This is principally due to the increase in retained
earnings and the post tax reduction in pension deficit.
Order Book
Our confidence is underpinned with the success of the Group's forward order
book which has been replenished and expanded and now stands at a new record of
£781m. This is an £195m increase compared to the position at 30 June 2022.
In addition, TClarke has many target projects and opportunities with the
pipeline of current bids exceeding £1bn.The split of the order book is as
follows:
Market Sector 30 June 2023 30 June 2022 Increase
£m £m %
Infrastructure 180 141 28%
Technology 248 184 35%
Residential & Hotels 63 96 -34%
Engineering Services 272 151 80%
Facilities Management 18 14 29%
Total 781 586 33%
Outlook
The Board expects to achieve the 3-year strategic target of growing from a
£300m turnover business to a £500m turnover business.
The Board is encouraged by the strength of the Group's position in the market
and is confident that revenue growth will continue throughout 2024 and 2025.
Date: 13 July 2023
For further information contact:
TClarke plc
Mark Lawrence
Chief Executive Officer
Trevor Mitchell
Finance Director
Tel: 020 7997 7400
www.tclarke.co.uk (http://www.tclarke.co.uk)
Cenkos Securities plc (Corporate Broker)
Ben Jeynes (Corporate Finance)
Alex Pollen (Sales)
Tel: 020 7397 8900
www.cenkos.com (http://www.cenkos.com)
RMS Partners
Simon Courtenay
Tel: 020 3735 6551
Operational Review
The Group has delivered another set of strong results for the first half of
the year with revenue increasing by £0.8m to £207.0m from £206.2m in the
same period last year. Operating profit has decreased slightly by £0.3m to
£5.7m (30 June 2022: £6.0m), but operating margins are up to 2.8% when
compared with 2.7% for 2022 as a whole.
We have continued to target organic growth based on the established
engineering strengths of the business whilst targeting additional revenue
streams. We have focused on maintaining our premier position in our five core
market sectors whilst growing revenue from larger projects outside of London,
expanding our healthcare offering, becoming a major player in the data centre
market and investing in our capability to deliver smart building solutions.
We have seen sustained growth in our London market providing engineering
solutions to some of the capital's most iconic buildings whilst also
successfully pursuing our strategy of targeting large projects in the regional
businesses. We currently have 13 live projects each in excess of £5m outside
of London.
Our technology offering, specifically in UK Data Centres where TClarke is now
delivering six Data Centres, has seen solid growth of £2.6m to £64.8m
cementing this as our largest operational sector, with the expectation for
further rapid growth in the second half of the year. There remain many
opportunities for growth in this sector and we expect Data Centres to continue
to contribute significant revenues in the medium term.
Whilst we strive to be a socially responsible business, specifically
implementing initiatives to improve TClarke's own environmental impact, the
move towards sustainable practices more generally has offered TClarke with
unique opportunities to lead the industry in helping clients with large
existing infrastructure improve their sustainability. In addition to our
capability to deliver smart building solutions, we have seen an excellent
response in the first half of 2023 to our new ground source heat pump
engineering and technological solutions.
We remain focused on the major areas of public sector infrastructure. We
continue to work in hospitals across the country delivering major upgrades to
the healthcare infrastructure with an 'on site' portfolio of eight major
hospital projects. This marks a milestone in TClarke Healthcare's steady rise
from dispersed pockets of expertise and specialisation to a one-stop
nationwide service that leads in critical new technologies and capabilities
for the next generation of smart hospitals.
Our recent diversification of the Scotland business from a predominantly
residential M&E provider to an increased commercial M&E offering has
enabled TClarke to mitigate the challenging trading environment in the
residential market which has been driven by the rise in interest rates and the
reaction of housebuilders to slow production. The hotels market remains
buoyant and we look forward to the second half of 2023 as we begin work on
several prestigious hotel projects.
Pension Obligations
In accordance with IAS 19 'Employee Benefits', an actuarial gain of £0.6m,
net of tax, has been recognised in reserves during the first six months of
2023, with the pension scheme deficit decreasing to £11.4m (30 June 2022:
£15.9m). The decrease in the deficit is largely the result of the discount
rate increasing to 5.14% (30 June 2022: 3.82%), partially offset by the
hedging strategy employed by the scheme. In accordance with the Group's agreed
deficit reduction plan, described in detail in the most recent annual report,
the annual deficit reduction contribution is set at £1.2m per annum.
The scheme is closed to new members and the Group continues to meet its
ongoing obligations to the scheme.
Banking Facilities and Cash Flow
The Group has recently renewed its banking facilities, which comprise a £5.0m
overdraft facility, repayable on demand, and a £25.0m revolving credit
facility ("RCF") expiring 31 August 2026. At 30 June 2023 the Group had drawn
down £15.0m (2022: £15.0m) of the RCF and the overdraft facility was
unutilised. The gross cash balance was £19.5m, resulting in net cash of
£4.5m. The Group therefore has up to £34.5m available to support the Group's
working capital flows and funding demands during the course of the year. The
Group has £65.1m bonding facilities in place of which £30.1m were utilised
at 30 June 2023.
See Note 9 (Post Balance Sheet Events) for details on the share placing
discussed above.
The net cash figure of £4.5m is £3.0m lower than at the year end reflecting
profit for the period, operational and other non operating cashflows, as set
out below:
Net Assets and Capital Structure
The Group is funded by equity capital, retained reserves and bank facilities.
Shareholders' equity at 30 June 2023 is £41.8m; an increase of £6.7m
compared to 30 June 2022.
Condensed consolidated income statement
Unaudited Unaudited Audited
6 Months to 6 Months to 12 Months to
30 06 2023 30 06 2022 31 12 2022
£m £m £m
Revenue 207.0 206.2 426.0
Cost of sales (181.4) (181.5) (378.6)
Gross profit 25.6 24.7 47.4
Administrative expenses (19.9) (18.7) (35.9)
Operating profit 5.7 6.0 11.5
Finance costs (0.9) (0.5) (1.2)
Profit before taxation 4.8 5.5 10.3
Taxation (1.1) (1.1) (1.9)
Profit for the period 3.7 4.4 8.4
Earnings per share
Attributable to owners of TClarke plc
Basic 8.68p 10.24p 19.60p
Diluted 8.65p 10.17p 19.51p
Condensed consolidated statement of comprehensive income
Unaudited Unaudited Audited
6 Months to 6 Months to 12 Months to
30 06 2023 30 06 2022 31 12 2022
£m £m £m
Profit for the period 3.7 4.4 8.4
Other comprehensive income
Items that will not be reclassified to profit or loss
Actuarial gain on defined benefit pension scheme, net of tax 0.6 5.5 6.8
Revaluation of Freehold Property - - (0.2)
Other comprehensive income for the period, net of tax 0.6 5.5 6.6
4.3 9.9 15.0
Total comprehensive income for the period
Condensed consolidated statement of financial position
Unaudited Unaudited Audited
30 06 2023 30 06 2022 31 12 2022
£m £m £m
Non-current assets
Intangible assets 25.3 25.3 25.3
Property, plant and equipment 12.6 12.5 13.5
Deferred taxation 3.3 4.4 3.6
Trade and other receivables 6.3 4.9 6.3
Total non-current assets 47.5 47.1 48.7
Current assets
Inventories 0.5 0.4 0.5
Amounts due from customers under construction contracts 62.1 69.8 54.3
Trade and other receivables 48.8 39.9 55.3
Current tax receivables - 0.2 -
Cash and cash equivalents 19.5 12.2 22.5
Total current assets 130.9 122.5 132.6
Total assets 178.4 169.6 181.3
Current liabilities
Borrowings (15.0) (5.0) (15.0)
Amounts due to customers under construction contracts (9.2) (2.5) (7.7)
Trade and other payables (90.3) (101.9) (96.1)
Current tax liabilities (1.0) - -
Obligations under leases (2.7) (1.8) (2.7)
Total current liabilities (118.2) (111.2) (121.5)
11.3 11.1
Net current assets 12.7
Non-current liabilities
Obligations under leases (4.5) (5.7) (5.7)
Trade and other payables (2.5) (1.7) (2.5)
Retirement benefit obligation (11.4) (15.9) (12.9)
Total non-current liabilities (18.4) (23.3) (21.1)
Total liabilities (142.6)
(136.6) (134.5)
38.7
Net assets 41.8 35.1
Equity attributable to owners of the parent
Share capital 4.4 4.4 4.4
Share premium 4.4 4.4 4.4
Revaluation reserve 0.4 0.7 0.4
Retained earnings 32.6 25.6 29.5
38.7
Total equity 41.8 35.1
Condensed consolidated statement of cash flows
Unaudited Unaudited Audited
6 Months to 6 Months to 12 Months to
30 06 2023 30 06 2022 31 12 2022
£m £m £m
Net cash generated by operating activities (see note 6A) 1.0 5.3 9.3
Investing activities
Purchase of property, plant and equipment (0.5) (0.6) (1.8)
Net cash generated by / (used in) investing activities 0.5 (0.6) (1.8)
Financing activities
New shares issued - 0.2 0.2
Facility fee - - (0.3)
Repayment of bank borrowing - (10.0) -
Equity dividends paid (1.8) (1.8) (2.3)
Acquisition of shares by ESOT - (0.5) (0.8)
Repayment of lease obligations (1.7) (0.7) (2.1)
Net cash used in financing activities (3.5) (12.8) (5.3)
Net (decrease) / increase in cash and cash equivalents (3.0) (8.1) 2.2
Cash and cash equivalents at beginning of period 22.5 20.3 20.3
Cash and cash equivalents at end of period (see note 5) 19.5 12.2 22.5
Condensed consolidated statement of changes in equity
For the six months ended 30 June 2023
Revaluation reserve
Share capital Share premium Retained earnings
Total
£m £m £m £m £m
At 1 January 2023 4.4 4.4 0.4 29.5 38.7
Comprehensive income
Profit for the period - - - 3.7 3.7
Other comprehensive income
Actuarial gain on retirement benefit obligation - - 1.0 1.0
-
Deferred income tax on actuarial gain on retirement benefit obligation - - (0.4) (0.4)
-
Total other comprehensive income - - - 0.6 0.6
Total comprehensive income - - - 4.3 4.3
Transactions with owners
Share based payment charge - - - 0.5 0.5
SAYE option cost - - - 0.1 0.1
Dividends paid - - - (1.8) (1.8)
Total transactions with owners - - - (1.2) (1.2)
4.4 4.4 0.4 32.6 41.8
At 30 June 2023
Condensed consolidated statement of changes in equity
For the six months ended 30 June 2022
Revaluation reserve
Share capital Share premium Retained earnings
Total
£m £m £m £m £m
At 1 January 2022 4.4 4.2 0.7 17.2 26.5
Comprehensive income
Profit for the period - - - 4.4 4.4
Other comprehensive income
Actuarial gain on retirement benefit obligation - - 7.5
- 7.5
Deferred income tax on actuarial gain on retirement benefit obligation - - (2.0) (2.0)
-
Total other comprehensive income - - - 5.5 5.5
Total comprehensive income - - - 9.9 9.9
Transactions with owners
Share based payment charge - - - 0.8 0.8
Shares acquired by ESOT - - - (0.5) (0.5)
Allotted in respect of share option schemes - 0.2 - - 0.2
Dividends paid - - - (1.8) (1.8)
Total transactions with owners - - - (1.5) (1.3)
4.4 4.4 0.7 25.6 35.1
At 30 June 2022
Condensed consolidated statement of changes in equity
For the year ended 31 December 2022
Revaluation reserve
Share capital Share premium Retained earnings
Total
£m £m £m £m £m
At 1 January 2022 4.4 4.2 0.7 17.2 26.5
Comprehensive income
Profit for the year - - - 8.4 8.4
Other comprehensive income
Actuarial gain/(loss) on retirement benefit obligation - - 9.2 9.2
-
Deferred income tax on actuarial gain on retirement benefit obligation - - (2.4) (2.4)
-
Revaluation on freehold property - - (0.2) - (0.2)
Total other comprehensive income - - (0.2) 6.8 6.6
Total comprehensive income - - (0.2) 15.2 15.0
Transactions with owners
Transfer on depreciation of freehold properties - - (0.1) 0.1 -
Share based payment charge - - - 0.8 0.8
Shares acquired by ESOT - - - (1.6) (1.6)
Allotted in respect of share option schemes - 0.2 - 0.2
SAYE option cost - - - 0.1 0.1
Dividends paid - - - (2.3) (2.3)
Total transactions with owners - 0.2 (0.1) (2.9) (2.8)
4.4 4.4 0.4 29.5 38.7
At 31 December 2022
Condensed consolidated statement of changes in equity
For the year ended 31 December 2022
Share capital
Share premium
Revaluation reserve
Retained earnings
Total
£m
£m
£m
£m
£m
At 1 January 2022
4.4
4.2
0.7
17.2
26.5
Comprehensive income
Profit for the year
-
-
-
8.4
8.4
Other comprehensive income
Actuarial gain/(loss) on retirement benefit obligation
-
-
-
9.2
9.2
Deferred income tax on actuarial gain on retirement benefit obligation
-
-
-
(2.4)
(2.4)
Revaluation on freehold property
-
-
(0.2)
-
(0.2)
Total other comprehensive income
-
-
(0.2)
6.8
6.6
Total comprehensive income
-
-
(0.2)
15.2
15.0
Transactions with owners
Transfer on depreciation of freehold properties
-
-
(0.1)
0.1
-
Share based payment charge
-
-
-
0.8
0.8
Shares acquired by ESOT
-
-
-
(1.6)
(1.6)
Allotted in respect of share option schemes
-
0.2
-
0.2
SAYE option cost
-
-
-
0.1
0.1
Dividends paid
-
-
-
(2.3)
(2.3)
Total transactions with owners
-
0.2
(0.1)
(2.9)
(2.8)
At 31 December 2022
4.4
4.4
0.4
29.5
38.7
Notes to the condensed consolidated financial statements for the six months to
30 June 2023
Note 1 - Basis of preparation
TClarke plc (the 'Company') is a company incorporated and domiciled in the
United Kingdom. The nature of the Group's operations and its principal
activities are set out in Note 2 below and in the interim management report.
The consolidated interim financial statements comprise the condensed financial
statements of the Company and its subsidiaries (together the 'Group').
These condensed interim financial statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006. The
statutory accounts for the year ended 31 December 2022 were approved by the
Board of Directors on 20(th) March 2023 and have been delivered to the
Registrar of Companies and a copy has been made available on the Company's
website at www.tclarke.co.uk (http://www.tclarke.co.uk) . The auditors' report
on those accounts was unqualified and did not contain any statement under
section 498 of the Companies Act 2006.
These condensed interim financial statements for the half year ended 30 June
2023 have been prepared in accordance with the UK-adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. They do not include all the information required for the
full annual financial statements and should be read in conjunction with the
financial statements of the Group as at and for the year ended 31 December
2022.
The interim financial statements have not been audited or reviewed by the
Company's auditors.
Accounting policies
Except as described below, the financial statements have been prepared using
the accounting policies and presentation that were applied in the audited
financial statements for the year ended 31 December 2022.
Taxes on income in the interim periods are accrued using the estimated
effective tax rate that would be applicable to expected total annual earnings.
Estimates and financial risk management
The preparation of interim financial statements requires the Directors to make
judgements, estimates and assumptions about the carrying amounts of assets and
liabilities at the reporting date and the amounts of revenue and expense
incurred during the period that may not be readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
In preparing these interim financial statements, the significant judgements
made by the Directors in applying the Group's accounting policies and the key
sources of uncertainty together with the Group's financial risk management
objectives and policies were the same as those that applied to the financial
statements as at and for the year ended 31 December 2022. The principal risks
and uncertainties continue to be those which are set out on pages 29-32 of the
Group's annual report and accounts for the year ended 31 December 2022.
Going concern
As at 30 June 2023 the Group held cash of £19.5m (2022: £22.5m) and had
drawn down short term borrowings of £15m under a revolving credit facility.
This resulted in a net cash of £4.5m (2022: £7.5m). The Group also has
access to a further £10.0m of the revolving credit facility and a £5.0m
overdraft facility. The level of usage of the revolving credit facility is
dependent on covenant compliance. No balances were drawn down under the
overdraft facility at 30 June 2023.
After making appropriate enquiries, the Directors are satisfied that the
Company and Group have adequate resources to continue their operations for the
foreseeable future. Accordingly, the Directors continue to adopt the going
concern basis in preparing the financial statements.
See Note 9 (Post Balance Sheet Events) for details on the share placing
discussed above.
Note 2 - Segmental information
The Group provides electrical and mechanical contracting and related services
to the construction industry and end users.
At the beginning of the year the Group changed its internal management
reporting, moving away from the previous geographic split of segments, and
effectively adopting one operating segment. In delivering the Board's growth
strategy, including focusing on winning large projects outside of London, the
previous split ceased to be fully representative of the way the Group
operates, with contracts often being won through entity-wide relationships or
delivered outside of a segment's geographic footprint. As such, the Board, in
its role as 'chief operating decision-maker', now only receives financial
information for the Group as a whole, representing the Group's one operating
segment. This approach has also been reflected in the preparation of these
interim financial statements which as a result no longer require segmental
analysis.
The Group's revenue from contracts with customers, analysed by business
sector, was as follows:
Business sector Unaudited Unaudited
30 06 2023 30 06 2022 Audited
£m £m 31 12 2022
£m
Facilities Management 16.9 17.0 31.3
Infrastructure 38.8 39.4 79.5
Engineering Services 62.6 58.0 124.7
Residential & Hotels 23.9 29.6 45.3
Technologies 64.8 62.2 145.2
Total revenue 207.0 206.2 426.0
Note 3 - Taxation expense
The effective corporation tax rate applied for the period is 23.5% (30 June
2022: 19.0%) being the pro-rated tax rate for the 2023 financial year.
Note 4 - Earnings per share
A. Basic earnings per share
The earnings per share represent the profit for the period divided by the
weighted average number of ordinary shares in issue.
Unaudited Unaudited
30 06 2023 30 06 2022 Audited
£m £m 31 12 2022
£m
Earnings
Profit attributable to owners of the Company 3.7 4.4 8.4
Weighted average number of ordinary shares (000s) 42,991 42,988 43,056
Basic earnings per share 8.68p 10.24p 19.60p
B. Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The Company has one category of dilutive
potential ordinary shares: share options granted under the Company's SAYE
schemes. Further details of the scheme are given in note 18 of the 2022 annual
report and financial statements.
Unaudited Unaudited
30 06 2023 30 06 2022 Audited
£m £m 31 12 2022
£m
Earnings
Profit attributable to owners of the Company 3.7 4.4 8.4
3.7 4.4 8.4
42,991 42.988 43,056
Weighted average number of ordinary shares in issue (000s)
Adjustments
SAYE Share Options (000s) 139 278 187
Weighted average number of ordinary shares for diluted earnings per share 43,130 43,266 43,243
(000s)
Diluted earnings per share 8.65p 10.17p 19.51p
Note 5 - Dividends
A final dividend of 4.1p (2022: 4.1p) per Ordinary share was paid during the
year relating the previous year's results. The Directors are proposing an
interim dividend of 1.375p (2022: 1.250p) per Ordinary share (post placing)
totalling £0.7m (2022: £0.5m).
Note 6 - Notes to the consolidated statement of cash flows
Unaudited Unaudited Audited
A. - Reconciliation of operating profit to net cash from operating activities 30 06 2023 30 06 2022 31 12 2022
£m £m £m
Operating profit 5.7 6.0 11.5
Depreciation charges 1.7 1.1 3.0
Equity settled share based payments 0.6 0.8 0.1
Additional pension contributions (0.7) (0.8) (1.5)
Defined benefit pension scheme movement - 0.2 (0.7)
Operating cash flows before movements in working capital 7.3 7.3 12.4
Movement in inventories - - (0.1)
(Increase) / Decrease in contract balances (6.3) (18.1) 2.2
Decrease / (Increase) in operating trade and other receivables 6.5 11.3 (3.8)
(Decrease) / Increase in operating trade and other payables (5.4) 5.0 0.7
Cash generated by operations 2.1 5.5 11.4
Corporation tax paid (0.5) - (1.6)
Interest paid (0.6) (0.2) (0.5)
Net cash generated by operating activities 1.0 5.3 9.3
B. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank less bank overdrafts.
Note 7 - Related party transactions
Transactions between the Company and its subsidiary undertakings, which are
related parties, have been eliminated on consolidation and are not disclosed
in this note. Full disclosure of the Group's other related party transactions
is given in Note 21 to the Group's financial statements for the year ended 31
December 2022. There have been no material changes in these relationships in
the six months ended 30 June 2023 that have materially affected the financial
position or performance of the Group during that period.
Note 8 - Pension commitments
The present value of the defined benefit retirement benefit scheme and the
related past and current service costs were measured using the projected unit
credit method. The amount included in the statement of financial position
arising from the Group's obligations in respect of its defined benefit
retirement benefit scheme is as follows:
Unaudited Unaudited Audited
30 06 2023 30 06 2022 31 12 2022
£m £m £m
Present value of defined benefit obligations 39.4 51.2 40.6
Fair value of scheme assets (28.0) (35.3) (27.7)
Deficit in scheme recognised in the statement of financial position 11.4 15.9 12.9
Key assumptions used
Rate of increase in salaries 3.28% 2.49% 3.26%
Rate of increase of pensions in payment 3.06% 3.11% 3.05%
Discount rate 5.14% 3.82% 4.77%
Inflation assumption (RPI) 3.14% 3.19% 3.12%
Inflation assumption (CPI) 2.78% 1.99% 2.76%
Unaudited Unaudited Audited
Mortality assumptions (years) 30 06 2023 30 06 2022 31 12 2022
Life expectancy at age 65 for current pensioners:
Men 21.2 21.2 21.2
Women 23.2 23.2 23.2
Life expectancy at age 65 for future pensioners
(current age 45)
Men 22.2 22.1 22.1
Women 24.3 24.3 24.3
Note 9 - Post Balance Sheet Events
On 6 July 2023 the Group announced that it had conditionally raised gross
proceeds of £10.7 million by way of an oversubscribed placing of new Ordinary
Shares in the Company to certain institutional and other investors in order to
fund significant further expansion beyond 2023. The placing is subject to
TClarke shareholder approval at a general meeting to be held on 24 July 2023
at 9.00 a.m.
The Placing Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with each other and with the Existing Ordinary Shares,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications have been made to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to the premium listing segment of the Official
List maintained by the FCA and to London Stock Exchange plc ("LSE") for
admission of the Placing Shares to trading on LSE's main market for listed
securities ("Admission"). Admission and settlement of the Placing Shares is
expected to take place on or around 8.00 a.m. on 25 July 2023.
Following Admission, the Company will have a total of 52,850,780 Ordinary
Shares in issue. There are no Ordinary Shares held in treasury and therefore
the total number of voting rights in the Company is expected to be 52,850,780.
Statement of Directors' responsibilities
The Directors confirm that the condensed interim financial statements have
been prepared in accordance with International Accounting Standard 34 'Interim
Financial Reporting' and that the interim management report includes a fair
review of the information required by 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 financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the 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.
On behalf of the Board
Iain McCusker - Chairman
Mark Lawrence - Chief Executive
Trevor Mitchell - Finance Director
13 July 2023
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