REG - Vistry Group PLC - Half year results for the period ended 30 June 25
Today 07:00
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RNS Number : 6801Y Vistry Group PLC 10 September 2025
10 September 2025
Vistry Group PLC
Half year results for the period ended 30 June 2025
Vistry uniquely positioned to support delivery of new Social and Affordable
Homes Programme
Full year guidance unchanged
Greg Fitzgerald, Chief Executive commented:
"The Group's first half performance was in line with expectations and we are
well positioned to deliver for the full year. Working with our partners, we
have a strong pipeline of development opportunities which will drive our
second half performance, with an expected significant step-up in completions
and profits.
The Group also made good progress with its target of reducing debt levels,
with net debt as at 30 June of £293m significantly better than expectations.
The new Social Affordable Homes Programme provides an unprecedented level of
funding for affordable housing over the next 10 years. Through our
Partnership model and commitment to mixed tenure development, Vistry is
uniquely placed to maximise this opportunity and play a key role in delivering
high-quality affordable homes across the country."
£m unless otherwise stated H1 25 H1 24(1) Change
Adjusted basis(2)
Total completions (units) 6,889 7,792 -12%
Revenue 1,853.2 1,974.5 -6%
Operating profit 124.4 161.8 -23%
Operating profit margin 6.7% 8.2% -1.5ppts
Profit before tax 80.6 120.7 -33%
Basic earnings per share 17.6p 25.2p -30%
Return on capital employed 9.6% 12.8% -3.2ppts
Reported basis
Revenue 1,635.6 1,723.5 -5%
Operating profit 58.1 114.1 -49%
Profit before tax 40.9 91.2 -55%
Basic earnings per share 9.5p 20.3p -53%
Net debt 293.1 322.0 -9%
(1)As disclosed in the FY 24 results, the H1 24 figures have been restated to
reflect cost forecasting issue in the South Division. This adjustment
reduced both adjusted and reported profit before tax for H1 24 by £65.5m.
2Adjusted measures are defined and reconciled to the nearest statutory measure
in note 19 of the condensed financial statements.
Highlights
· Group delivered adjusted operating profit of £124.4m (H1 24:
£161.8m) and adjusted profit before tax of £80.6m (H1 24: £120.7m), in line
with expectations
· Reported operating profit was £58.1m (H1 24: £114.1m) and reported
profit before tax was £40.9m (H1 24: £91.2m)
· Total completions of 6,889 (H1 24: 7,792) units, 12% down on the
prior year, reflecting the expected lower level of partner demand in the first
half
· Total average selling price increased by 4% to £283k (H1 24: £273k)
reflecting changes in mix with Group adjusted revenues of £1,853.2m (H1 24:
£1,974.5m), down 6% on prior year
· Net debt as at 30 June 2025 of £293.1m (30 June 2024: £322.0)
significantly lower than expectations and down on the prior year despite a
£91.9m higher year-on-year opening position
· Successful completion of refinancing, with £900m facilities extended
to April 2028 on unchanged terms and with strong support from our lending
group
New Social and Affordable Homes Programme
· Government announced an unprecedented £39 billion, 10-year Social
and Affordable Homes Programme in June, together with a 10-year social rent
settlement and consultation on social rent convergence
· Vistry's unrivalled capability and proven track record in
partnerships housing delivery, uniquely positions us to play a key role in
delivering the new Social and Affordable Homes Programme
· The Group has been working closely with its affordable housing
partners to identify development opportunities and has built a strong pipeline
of transactions that are expected to complete in the second half, with
positive momentum going into 2026
· Group's recently announced long-term joint venture with Homes England
will accelerate the development of large-scale residential sites across the
country
Current trading and outlook
· Group's forward order book totals £4.3bn (5 Sept 2024: £5.1bn) with
the Group 88% forward sold for FY 25. Of this 89% of the Partner Funded
sales are forward sold, with more than 100% of the balance of Partner Funded
units for the full year covered in our deal pipeline
· Looking to drive an improvement in our Open Market sales rate in H2
through our sales and marketing initiatives, albeit we remain mindful that
demand will continue to be influenced by macroeconomic uncertainties
· Group's focus on cash performance, including the management of work
in progress, is expected to result in a year-on-year reduction in the Group's
net debt position as at 31 December 2025
· Guidance for the full year remains unchanged with the Group expecting
to deliver a year-on-year increase in profits in FY 25
There will be an investor and analyst presentation at 8:30am today at Deutsche
Numis, 45 Gresham St, London EC2V 7BF. There will also be a live webcast of
this event available on our corporate website at www.vistrygroup.co.uk
(http://www.vistrygroup.co.uk) or via the following link
https://brrmedia.news/VTY_HY25 (https://brrmedia.news/VTY_HY25)
A playback facility will be available shortly afterwards.
For further information please contact:
Vistry Group PLC
Tim Lawlor, Chief Financial Officer 020 3048 3396
Ben Hosking-Smith, Interim Head of Investor Relations
FTI Consulting
Richard Mountain / Susanne Yule 020 3727 1340
Certain statements in this press release are, or may be deemed to be, forward
looking statements. Forward looking statements involve evaluating a number
of risks, uncertainties or assumptions, many of which are beyond the Group's
control, that could cause actual results to differ materially from those
expressed or implied by those statements. Forward looking statements
regarding past trends, results or activities should not be taken as
representation that such trends, results or activities will continue in the
future. Undue reliance should not be placed on forward looking statements.
Forward looking statements speak only as at the date of this document and the
Group and its directors and officers expressly disclaim any obligation or
undertaking to release any update of, or revisions to, any forward looking
statement herein.
Chief Executive Review
H1 25 overview
Vistry's first half performance was in line with expectations and the Group is
well positioned to deliver for the full year.
After a challenging second half in 2024, the Group's focus has been on
stabilisation and ensuring the fundamentals are in place to capitalise on its
strategy and remain best positioned to maximise the significant market
opportunity we see over the medium term.
The Government's commitment to housing in the June Spending Review, including
the £39 billion Social and Affordable Home Programme ("SAHP"), a 10-year
social rent settlement and a consultation on rent convergence, was
significantly greater than anticipated. This transformational package
injects funding capacity back into the affordable housing sector and will
support the delivery of a significant step up in much needed new affordable
housing over the next 10 years. Vistry is uniquely positioned to play a key
role in the delivery of this new SAHP and is ready to do so.
As expected, the first half of the year saw lower levels of demand from our
affordable housing partners reflecting uncertainty ahead of the June Spending
Review, and transitional funding constraints as we move to a new SAHP.
During the period we have been working closely with our partners in developing
a strong pipeline of new development opportunities, with a significant step-up
in the level of partner transactions expected in the second half of 2025.
In the Open Market, whilst we reported some positive momentum in the first
quarter, market conditions softened somewhat in Q2, reflecting increased macro
concerns and ongoing affordability challenges, particularly for first time
buyers, with expected interest rate cuts being pushed further out. Ensuring
the Group's Open Market offering remains compelling and competitive is a top
priority and sales and marketing initiatives include the launch of our new
standard product range across our three brands, and the investment in coaching
and training for our sales and customer service teams.
The Group made good progress with its target of reducing debt levels in H1 25,
with net debt as at 30 June 2025 of £293.1m (30 June 2024: £322.0m)
significantly lower than expectations. Alongside this, we successfully
completed our refinancing on 1 July, with facilities extended out to April
2028 on unchanged terms and with strong support from our lending group.
H1 trading performance
The Group delivered a total of 6,889 (H1 24: 7,792) completions in the first
half, 12% down on the prior year. Partner Funded units represented 73% (H1
24: 76%) of total completions with Open Market at 27% (H1 24: 24%). The
Group's sales rate averaged 1.02(3)(H1 24: 1.21) with total average selling
price increasing by 4% to £283k (H1 24: £273k) reflecting changes in mix.
Group revenues totalled £1,853.2m (H1 24: £1,974.5m), down 6% on prior year.
Partner Funded units were down in the first half by 14% to 5,055 (H1 24:
5,884) units. This decline reflects the expected lower level of demand in
the first half from our affordable housing partners due to uncertainty ahead
of the June Spending Review and transitional funding constraints. We have
also seen a year-on-year reduction in PRS unit delivery which reflects less
opportunity for larger portfolio transactions in H1 25 than in the prior year.
Open Market units were down in the first half by 4% to 1,834 (H1 24: 1,908),
the decline reflecting a reduction in average sales outlets in the period to
186 (H1 24: 210), with the Group's open market sales rate in line with the
prior year. There has been some variation in sales performance by region,
with the London market continuing to be the most challenging geography.
3Sales rate includes Partner Funded sales (excluding S106 units and 100%
Partner Funded developments) and Open Market sales as a proportion of the
number of sales outlets across the Group on an average weekly basis
New Social and Affordable Homes Programme
In the June 2025 Spending Review, the Government announced its new Social and
Affordable Homes programme totalling £39 billion of funding over a 10-year
period. This represents a significant step up from the £11.5 billion,
5-year programme in place from 2021 to 2026.
Prior to this, the Government announced £2bn of 'top-up' funding in March to
support the ongoing investment in new affordable homes during the
transitionary period to the new SAHP. This £2 billion funding forms part of
the £39 billion new SAHP, however it is being delivered under the existing
affordable homes programme structure so as to maintain build momentum, with
the funding requiring start on site by March 2027 and completion by March
2029.
We expect the prospectus for the new SAHP to be launched in October, with
funding allocations confirmed in March 2026. We continue to work closely
with Homes England and our affordable housing partners to ensure we are best
positioned to maximise delivery and returns under this programme.
The Government also announced a 10-year social rent settlement at CPI +1%,
providing certainty of income to Registered Providers from their existing
affordable housing stock. The Government's commitment to implementing social
rent convergence is a significant positive, providing a mechanism that allows
social rents below the formula rent to increase at a higher rate than the
standard CPI +1% cap until they reach the target rent level. The previous
social rent convergence policy came to an end in 2015.
Both of these Government initiatives are extremely significant and give the
affordable housing providers a step-change in financial capacity combined with
the visibility to plan long term investment in new affordable housing.
In addition, in June, affordable housing providers were given equal access to
funding from the Building Safety Fund for buildings over 18 metres.
Importantly, this will facilitate remediation and will increase affordable
housing providers' funding capacity for investment in new affordable homes.
Homes England joint venture
The Group is pleased to have recently entered into a long-term investment
joint venture with Homes England, the Government's housing and regeneration
agency, to accelerate the development of large-scale residential sites across
England. The joint venture, named Hestia, is backed by £150 million of
capital investment and is designed to deliver high-quality, mixed-tenure
communities at pace and scale. Hestia will play a key role in supporting the
Government's ambition to deliver 1.5 million homes within this Parliament.
Hestia will focus on the acquisition and development of strategic sites, each
ranging from 400 to 3,000 homes, and will incorporate vital new
infrastructure to support thriving communities. In addition, the joint
venture will seek to sell parcels of land on our larger sites to SME
developers, reflecting both organisations' commitment to supporting the wider
housing sector and enabling greater market participation. This partnership
marks a significant step forward in delivering sustainable housing growth and
unlocking the potential of large-scale sites across the country.
Securing high quality Partnership opportunities
In the first half, the Group secured land and development opportunities
totalling 3,113 (H1 24: 8,225) plots across 14 (H1 24: 32) sites. Since
July, our activity in the land market has increased, and we have secured c.
3,000 plots in the second half to date. Securing large mixed tenure sites,
which form the backbone of delivery for a region over a number of years, is a
key area of focus. We were pleased to have secured the Rugeley Power Station
site in August for the delivery of 2,300 new homes, with more than 50% being
affordable homes and all homes to be timber frame sourced from Vistry Works.
Land acquisitions with a 100% pre-sale agreement are increasingly attractive
given the market backdrop, with the margin on such development opportunities
enhanced through the land procurement activity.
We are positive on the Government's planning reform with policy and legal
changes being implemented to enable the delivery of much-needed new homes
across the country. Green Belt schemes are a focus of applications, with the
new grey belt definition effectively fast forwarding a long-awaited wholesale
assessment of the Green Belt and enabling development on the land which is
contributing least to the Green Belt.
Planning Reforms have yet to filter down through to local decision-making at
Planning Committee level or the resourcing of local planning departments, and
as a consequence, we remain reliant on the ability to appeal for timely
conclusions to our planning applications. The Planning & Infrastructure
Bill will hopefully bridge the gap with strategic level solutions, however,
will not be an overnight solution.
Strategic land is an important part of our land supply with the Group
targeting c. 20% of completions to be developed on strategically sourced land
in the medium term. The Group had a total of 76,919 (30 June 2024: 75,006)
strategic land plots as at 30 June 2025.
Our strategic land team is active across the country with a focus on large,
multi-phased sites where we can leverage our proven large projects
expertise. We will look to collaborate with our partners, including
strategic partnerships with organisations like Homes England, to access
high-volume sites where we can scale quickly and effectively. In the year to
date, we have secured new options over 1,065 strategic land plots with a
strong pipeline of opportunities expected to be secured in the near term.
In FY 25 we expect to transfer c. 2,500 plots from our strategic landbank into
our owned and controlled landbank and have a further 15,000+ plots currently
at a relatively advanced stage on planning which are expected to transfer in
the near future.
High quality housing and customer service
Delivering high quality new homes and excellent customer service is paramount,
and in March we were pleased to have been awarded a 5-star HBF Customer
Satisfaction rating for the sixth consecutive year. The Group's HBF 8-week
Customer Satisfaction score for H1 25 was 93.0% (H1 24: 95.4%), with a 9-month
score of 83.4% (H1 24: 80.4%).
We are committed to ensuring our Open Market sales teams provide a high
quality experience for our customers, and to driving best practice and
efficiency in sales across all areas of our business. In July, we launched
our 'Sales Excellence programme', with all sales directors and managers
receiving tailored coaching sessions, and sales consultants attending training
days throughout Q3. More than 350 sales team members will participate in the
training representing 3,000 training hours. The recent release of the new
Vistry Sales Manual underpins this training, and quarterly mystery shopping
continues to assess and enhance performance.
The Group's Sales Contact Centre, which was established at the start of the
year and operated by a team of c. 25 sales consultants, is now fully embedded
across our business units. Its focus is to collect information from our
prospects and progress this to making an in-person appointment, with the
Contact Centre team working closely with our regional sales teams. We are
seeing some good results around the speed in which we engage with customers on
first contact, and have seen an improvement in our conversion rate of first
contact to appointment on site.
Build and Vistry Works
The Group operated from an average of 350 (H1 24: 364) build outlets during H1
25 which included 186 (H1 24: 210) active sales outlets. Build outlets
includes sites which are not currently selling to the Open Market either
because Open Market sales are yet to commence or have already been completed,
and sites which are 100% Partner Funded and therefore have no Open Market
sales.
Overall, the availability of building materials remains strong, helping to
ease inflationary pressures in the near term, and for FY 25, we continue to
expect low single digit build cost inflation.
Vistry's timber frame operations, Vistry Works, are at the core of the Group's
operational and sustainability strategy. Timber frame use drives efficiency
with a faster build time of c. six weeks compared to traditional brick and
block construction and is shown to reduce embodied carbon by c. 30% over a
60-year timeframe. Increased use of timber frame will also reduce the
Group's dependency on labour over the medium term.
In the first half, Vistry Works manufactured 1,650 timber frame units, up c.
20% on the prior year and expects to deliver c. 4,500 units in FY 25 (FY24:
2,900). Investment in our three production facilities is now complete, with
the final production line at our East Midlands facility coming online in the
second half. The Group will have the capacity to manufacture up to 10,000
timber frame units from its three manufacturing facilities, in addition to
floor joists and cassettes, and roof trusses. We are focused on increasing
output to drive efficiency across the new lines, with output forecast to step
up again in FY 26 and beyond.
The Group has successfully completed the factory trial of the Mauer brick
cladding system. This alternative cladding system which has c. 50% less
embodied carbon than bricks, will support and complement our timber frame
construction, will enable significantly faster build speed, and will reduce
our dependency on skilled labour. In May, we launched our Future Works
project at Vistry Works East Midlands where we are trialling the system on two
houses, with the next step to implement the system on a select number of plots
on a live site in October 2025. We expect to launch a minimum of 10 new
sites utilising the system in FY 26.
As part of our ongoing commitment to sustainable construction and future
skills development, we are proud to be launching our new Timber Frame
Installer Programme this month, welcoming 15 trainees into the business.
This initiative directly supports the Government's housing targets and
addresses a critical skills gap in modern methods of construction. Through a
combination of classroom-based learning and hands-on site experience, the
programme will equip new entrants with the technical and safety expertise
needed to deliver high-quality timber frame homes at scale. By building a
strong pipeline of skilled talent, we are not only future-proofing our
business but also contributing to the long-term resilience of the wider
industry.
Technology and innovation
The Group is investing in technology for the future and ensuring we are on
track to be building to the Future Homes Standard on all of our developments
by January 2028 following a transitional period. Some of the key highlights
from the first half of the year are included below:
- Vistry Innovation Centre ("VIC") - the VIC highlights key
technologies the Group has installed in Part L 2021 homes, and technologies we
are currently trialling ahead of the Future Homes Standard. It has served
our exploration stage of transitioning to lower carbon homes well, and we are
now focused on the implementation stage of the products, with several live
site trials underway. The VIC continues to be popular with industry bodies,
partners, internal teams, suppliers, local authorities and colleges.
- Octopus Energy 'Zero Bills' - We are delighted to have partnered
with Octopus Energy to deliver 'Zero Bills' homes. This initiative
guarantees the occupants of our new homes no energy bills for 10 years through
the installation of an air source heat pump, a significant PV array and
storage battery, as well as a smarter EV charger. In the second half of the
year we will be delivering the initiative alongside our partner, Citra/Lloyds
Living, on our developments at Great Haddon and Langley Park.
Our People
At Vistry, we remain firmly focused on attracting, retaining, and developing
the very best talent. In January 2025, we were proud to be certified as a
Top Employer by the Top Employer Institute for the third consecutive year,
achieving an impressive score of 94.6%, an increase from the previous year and
c. 10% above the TEI benchmark. We were also honoured to be named one of the
Top 50 Inspiring Workplaces in the UK and Ireland for the second year running.
Voluntary turnover increased slightly to 18.1% (H1 24: 15.9%) in the first
half, however encouragingly, our stability index improved to 81.6% (H1 24:
78.5%), indicating stronger retention of our valued employees.
Following the launch of our new Culture Framework at the end of 2024, we
continue to embed behaviours aligned with our core values of Integrity, Caring
and Quality, into every aspect of how we recruit, develop, and retain
talent. Listening to our people remains central to our culture, and we
actively foster open, two-way communication through our Regional and
Divisional Engagement Forums, as well as our Group-wide People Forum.
Our commitment to diversity and inclusion remains strong. We have continued
our involvement with the HBF Women into Home Building initiative which
introduces more women to careers in site management. We also maintain our
partnership with Fertility Matters at Work, supporting employees through
fertility-related challenges and reinforcing our inclusive workplace culture.
Social value
We are continually looking at ways to increase our social value offerings and
the measurement and reporting of them, ensuring that we meet the demands of
our partners and are delivering value for the communities we are creating and
working within.
In the year-to-date, the Group has delivered over £60m of local and social
economic value. We are delighted to have already achieved our on-site Skills
Academy target for the year, with eight live academies, 432 unique learners
completing courses and 1,156 pre-employment training weeks delivered. Our
Class of 2025 Work Experience Week at our Brandon Hall Skills Academy was a
key highlight in the first half, with the students immersing themselves in a
variety of construction trades, and some of our of Academy learners benefiting
from the opportunity to step into leadership roles.
Health and safety
Our Safety, Health and Environmental performance continues to deliver strong
results across the business. As at 30 June 2025, our Accident Incident Rate
was 213 (30 June 2024: 170), significantly below the HSE industry benchmark of
361, reflecting our ongoing commitment to safe operations.
We remain focused on addressing occupational health risks, particularly those
associated with respirable crystalline silica. Over the next 12 months, we
will strengthen our efforts through close collaboration with our supply chain,
raising awareness, showcasing emerging technologies, and ensuring compliance
with the robust control measures we've put in place.
Our site performance metrics, which assess compliance against minimum safety
standards, continue to exceed the targets set in the Group Annual Business
Plan. This achievement highlights our dedication to maintaining safe working
environments and attracting reputable, conscientious supply chain partners.
While damage to buried utility services remains a challenge across the
industry, we've made notable progress. Thanks to the adoption of new
technologies and a strong safety culture embedded within our build teams and
supply chain, we've successfully reduced our service strike incident rate from
342 to 306 over the past year.
Building safety
The Group's building safety provision recognises the Group's commitment to
playing its part in delivering a lasting industry solution to building safety
and the Group's obligations under the Developer Remediation Contract signed by
Vistry in March 2023. The Group Building safety provision stood at £313.8m
(31 December 2024: £324.4m) as at 30 June 2025.
We continue to make good progress with remediation works with 95% of the
buildings included in the provision now fully assessed and the completion of
remediation work on 20 buildings during the period.
Competition and Market Authority
The Group has proactively engaged with the UK Competition and Market Authority
("CMA") throughout its housebuilding investigation. In July, the Group
confirmed its voluntary commitments offered in response to the potential
concerns raised by the CMA. Vistry will contribute £12.8m of the overall
£100m contribution to support the construction of affordable homes across the
United Kingdom offered by Vistry and the six other UK housebuilders.
Balance sheet
Cash generation in the period improved with the Group's net debt as at 30 June
2025 at £293.1m (30 June 2024: £322.0m), down on prior year despite a
£91.9m higher year on year opening net debt position at the start of the
year. We saw a trend of a steadily improving daily net debt position versus
prior year, with average daily debt in Q2 25 lower than in Q2 24.
Shareholder distributions
The Group announced a £75m special distribution to shareholders via share
buyback in September 2024 and continues to execute this programme with £16m
completed to date. It is expected this will be concluded in H1 26. In line
with previous guidance, the Board is not proposing any capital distribution in
respect of H1 25 earnings. In the medium term, we expect further shareholder
distributions to be announced as we realise the significant market opportunity
ahead.
Current trading and FY 25 outlook
The Group's forward order book totals £4.3bn (5 Sept 2024: £5.1bn) with the
Group 88% forward sold for FY 25. Of this 89% of the Partner Funded sales
are forward sold, with more than 100% of the balance of Partner Funded units
for the full year covered in our deal pipeline.
We are looking to drive an improvement in our Open Market sales rate in the
second half through our sales and marketing initiatives albeit we remain
mindful that demand will continue to be influenced by macroeconomic
uncertainties.
The Group's ongoing focus on cash performance, including the management of
work in progress is expected to result in a year-on-year reduction in the
Group's net debt position as at 31 December 2025.
Guidance for the full year remains unchanged with the Group expecting to
deliver a year-on-year increase in profits in FY 25.
Finance review
As disclosed in the 2024 full-year results, the H1 24 figures have been
restated to reflect cost forecasting issues in the Group's former South
Division. This adjustment reduced both adjusted and reported profit before tax
for H1 24 by £65.5m. Further detail is included in note 2 to the condensed
financial statements.
Revenue and completions
Adjusted total revenue decreased by 6% to £1,853.2m (H1 24: £1,974.5m), with
total completions 12% lower at 6,889 homes (H1 24: 7,792). On a reported
basis, total revenue decreased by 5% to £1,635.6m (H1 24: £1,723.5m).
Partner Funded homes accounted for 73% of completions, slightly below H1 24
(76%) but consistent with the full-year 2024. Open Market sales made up the
remaining 27%.
Adjusted Partner Funded sales revenue reduced by 10% to £1,123.0m (H1 24:
£1,254.3m), reflecting subdued demand from our affordable housing partners
ahead of the June Spending Review and the transitional funding constraints.
Unit volumes were down by 14% to 5,055 homes (H1 24: 5,884) and build outlets
were 4% lower at 350 (H1 24: 364). Despite these headwinds, the Group's strong
relationships with partners enabled us to secure new opportunities and
maintain operational momentum. The additional funding recently announced for
the sector is expected to lead to a substantial increase in volumes in H2.
Within Partner Funded sales, Private Rented Sector (PRS) units were down, with
the prior year figures boosted by a significant portfolio transaction with
Leaf Living. We are experiencing a more subdued PRS market in the second half
of 2025 than we had expected earlier in the year.
Open Market sales experienced some periods of improved demand; however,
affordability challenges persisted throughout the first half of the year, with
the slower than anticipated cuts to interest rates further impacting buyer
confidence. Sales rates were flat year-on-year, with a 2% decline in adjusted
revenue to £597.8m (H1 24: £608.0m) and 4% reduction in completions to 1,834
homes (H1 24: 1,908), primarily due to a reduction in the average number of
active sales outlets to 186 (H1 24: 210) but partially offset by a higher
average selling price.
The Group's overall average selling price rose by 4% to £283k (H1 24:
£273k), comprising an increase of 3% for Open Market homes to £389k (H1 24:
£376k) and 2% for Partner Funded homes to £247k (H1 24: £241k). The Open
Market average selling price uplift was primarily driven by a shift toward
larger homes and increased sales in higher-value regions. Sales incentives
remained unchanged at up to 5% of the Open Market sales price. The increase in
the average selling price for Partner Funded homes was driven by changes in
product and geographic mix.
£m unless otherwise stated H1 25 H1 24
Partner Funded Open Market Other revenue Total Total
Adjusted revenue 1,123.0 597.8 132.4 1,853.2 1,974.5
Add: Government grant income(4) 13.9 2.0 - 15.9 23.1
Less: other non-housing revenue(5) - - (132.4) (132.4) (112.2)
Total revenue for calculation of the Average Selling Price 1,136.9 599.8 - 1,736.7 1,885.4
Total units (at 100%) 5,055 1,834 n/a 6,889 7,792
Less: joint venture and joint operation eliminations (457) (293) n/a (750) (894)
Units for calculation of the Average Selling Price 4,598 1,541 n/a 6,139 6,898
Average Selling Price £247k £389k n/a £283k £273k
Change % vs H1 24 +2% +3% n/a +4% n/a
4Where the Group receives Government grant income under the Group's direct
grant programmes with funders, this income is included in the average selling
price as it is a contribution towards the purchase price of specific
affordable plots. No adjustment is needed where our partners receive grant
funding under their own programmes as it has no impact on the price paid to
the Group. While a significant portion of grant was received in prior periods
when milestones were achieved, the income is recognised over time in line with
the revenue for delivering the homes. Grant income reduced in the period as
fewer direct-funded units were delivered, with partners funding an increased
proportion of units under their own programmes.
5 Other non-housing revenue is excluded from the calculation of the average
selling price. This comprised revenue from land sales of £74.4m (H1 24:
£51.0m), the re-sale of homes taken in part exchange of £47.3m (H1 24:
£42.7m) and other sources of £10.7m (H1 24: £18.5m). While this represents
a small portion of the Group's total revenue, a further increase in revenue
from land sales is expected in the second half of the year (c. £230m for H2
25) as the Group continues to optimise its land bank to enable it to deliver
market leading returns on capital.
Adjusted operating profit and margin
As anticipated, margins in the first half reflected a higher proportion of
delivery from lower margin sites, including those impacted by the South
division issues reported in 2024, than we expect moving forward. The Group
continued to manage build costs effectively through proactive engagement with
subcontractors and suppliers with low single-digit inflation across the cost
base as a whole. Subdued market conditions limited the ability to offset
rising input costs with price growth, which remained broadly flat. We expect
margin recovery in the second half from the commencement of new higher margin
developments, increased activity in the affordable housing market and
operating leverage from higher second half volumes.
The increase in overheads includes a higher investment in assurance activity
and resources, as well as the impact of pay rises and the increase in
employer's national insurance contributions.
Adjusted operating profit reduced by 23% to £124.4m (H1 24: £161.8m),
resulting in an adjusted operating margin of 6.7% (H1 24: 8.2%). Due to higher
exceptional costs and an increased contribution from joint ventures in H1 25,
reported operating profit fell more sharply than adjusted operating profit,
down 49% to £58.1m (H1 24: £114.1m).
Exceptional items
Exceptional items increased to £19.6m (H1 24: £9.1m), primarily due to the
£12.8m voluntary binding commitment made by the Group, alongside six other UK
housebuilders, in response to the potential concerns investigated by the UK
Competition and Markets Authority (CMA). Other exceptional items included a
net expense of £3.5m (H1 24: £3.9m) relating to building safety and £3.3m
(H1 24: £5.2m) of restructuring, integration and other costs.
Building safety
£m H1 25 H1 24
Cost of additional buildings identified 4.9 16.8
Unwind of discounting 5.3 3.9
Recoveries income (6.7) (16.8)
Net expense 3.5 3.9
The net expense of £3.5m (H1 24: £3.9m), which is included within
exceptional items, is stated net of recoveries from third parties of £6.7m
(H1 24: £16.8m). The increase to the building safety provision comprised
£4.9m for seven further buildings which were identified in the period and a
finance expense of £5.3m (H1 24: £3.9m) as the total provision is calculated
on a discounted basis. The overall cost estimate across previously identified
buildings remained broadly unchanged.
The Group continues to make good progress with remediation. The total amount
utilised in the period was £20.8m, with remediation fully completed on 20
buildings and work ongoing on a further 50 buildings. As at 30 June 2025, we
were engaged in the pre-start phase of the remediation process for 177
buildings.
£m H1 25
Opening 324.4
Additional buildings identified 4.9
Unwind of discounting 5.3
Utilisation (20.8)
Closing provision 313.8
As at 30 June 25, the number of buildings where work was ongoing or yet to
commence on site was 227 (FY 24: 240).
Net finance expense
Adjusted net finance expense increased 7% to £43.8m (H1 24: £41.1m). While
the Group reduced its average daily net debt in Q2, the H1 average was 5%
higher year-on-year at £695m (H1 24: £659m). The blended average interest
rate on drawings fell to 6.3% (H1 24: 7.2%), driven by a decline in the SONIA
rate. Together, these changes resulted in a 12% reduction in net bank interest
payable to £25.0m.
The interest expense due to the unwind of land creditor discounting increased
by 50% to £11.4m. Land creditors are discounted on initial recognition based
on the prevailing discount rate at the time. The rate is reflected in the
interest expense as the discount unwinds over the duration of the land
creditor. Over the second half of 2024 and into the first half of 2025, the
increase in the finance expense was disproportionate to the total land
creditors as the proportion of older land creditors, which were discounted at
lower rates, is reducing as they are settled.
The increase of 65% in net joint venture interest payable to £5.6m (H1 24:
£3.4m) was also principally due to a rise in land creditor discount unwind.
£m H1 25 H1 24 Change
Net bank interest payable 25.0 28.3 -12%
Unwind of discount on land creditors 11.4 7.6 +50%
Interest on finance leases 2.7 2.7 -
Net interest on defined benefit pension schemes (0.9) (0.9) -
Net joint venture interest payable 5.6 3.4 +65%
Adjusted net finance expense 43.8 41.1 +7%
Profit before tax
Adjusted profit before tax was down 33% to £80.6m (H1 24: £120.7m). Reported
profit before tax, which includes exceptional items of £19.6m (H1 24:
£9.1m), the amortisation of acquired intangible assets of £19.8m (H1 24:
£19.4m) and tax on joint venture profits of £0.3m (H1 24: £1.0m), was down
55% to £40.9m (H1 24: £91.2m). Reported profit before tax fell more sharply
than adjusted profit before tax due to higher exceptional items in H1 25.
Tax
The adjusted effective tax rate was 27.9%, resulting in an adjusted tax charge
of £22.5m (H1 24: 28.7%, £34.6m). This was lower than the rate of 29.0% that
would be derived by applying the statutory tax rate of 25% and Residential
Property Development Tax (RPDT) of 4% as RPDT only applies to certain of the
Group's profits. The reported effective tax rate was 23.5%, with a reported
tax charge of £9.6m (H1 24: £21.8m). The reported rate was lower than the
adjusted rate due to the presentation of joint venture tax and the effect of
prior period adjustments.
Earnings per share
Adjusted profit after tax reduced by 33% to £58.1m (H1 24: £86.1m). The
reduction in adjusted earnings per share to 17.6p (H1 24: 25.2p), was lower,
at 30%, due to the benefit of there being fewer shares in issue as a result of
the ongoing buyback programme. Reported earnings per share declined by 53% to
9.5p (H1 24: 20.3p), reflecting the impact of exceptional items.
Capital employed and ROCE
Capital employed increased to £2,645.4m, a rise of 5% on FY 24 but broadly
flat compared to H1 24 (FY 24: £2,512.9m, H1 24: £2,630.1m). Average capital
employed of £2,579.2m was up 5% compared to FY 24 and 2% on H1 24 (FY 24:
£2,461.8m, H1 24: £2,520.4m). The increase in the closing position was
driven by growth in work in progress and investment in joint ventures.
While the increase in work in progress in the first half of £99.5m was not
dissimilar to our typical seasonal trend, it was less pronounced than would be
expected given the rise in activity and unusually high second half revenue
weighting expected in 2025. This reflects tighter controls on work in progress
at sites and a particular focus on reducing the levels of completed stock.
Excluding London, which is typically apartment led and requires large blocks
of homes to be completed simultaneously, the Group has achieved a net
reduction in finished stock of £46m in H1 25 with continued reductions
expected in the second half.
Land decreased by 2% to £1,834.8m (FY 24: £1,875.0m), consistent with the 3%
reduction in the owned land bank. While the Group continued to purchase new
sites selectively and transferred over 3,000 existing controlled plots into
the owned land bank, the utilisation of land for the units delivered in the
period, as well as the disposal of a small number of sites that do not suit
the Partnerships model, resulted in a lower closing balance. The majority of
new sites were acquired on deferred payment terms, with the Group's land
creditor balance of £719.7m down 3% on FY 24. The Group has made good
progress towards resizing its owned and controlled land bank to c. 4 years of
supply.
Net investment in joint ventures increased by 7% in the period to £666.5m to
support home completions in H2 and reflecting a slower than anticipated sales
rate at our London specific joint ventures.
Other assets and other liabilities both reduced due to the reduction in sales
and completion volumes in Q2 2025 compared to Q4 2024.
As a result of the lower adjusted operating profit and higher average capital
employed, ROCE reduced by 3.2ppts to 9.6% (H1 24: 12.8%).
£m H1 25 FY 24 Change vs FY 24 H1 24 Restated
Work in progress (including part exchange properties) 1,232.8 1,133.3 +9% 1,292.8
Land 1,834.8 1,875.0 -2% 1,845.6
Land creditors (719.7) (739.9) -3% (605.4)
Net inventories 2,347.9 2,268.4 +4% 2,533.0
Investment in joint ventures 676.7 614.0 +10% 599.8
Amounts due from joint arrangements 160.1 152.5 +5% 141.2
Amounts payable to joint arrangements (170.3) (143.3) +19% (164.1)
Total joint ventures 666.5 623.2 +7% 576.9
Other assets 659.8 721.5 -9% 736.1
Other liabilities (1,028.8) (1,100.2) -6% (1,215.9)
Capital employed 2,645.4 2,512.9 +5% 2,630.1
Building safety provision (313.8) (324.4) -3% (280.7)
Retirement benefit asset 32.7 31.7 +3% 34.7
Tangible net assets 2,364.3 2,220.2 +6% 2,384.1
Goodwill 827.6 827.6 - 827.6
Intangible assets 349.0 368.8 -5% 389.8
Net debt (293.1) (180.7) +62% (322.0)
Net assets 3,247.8 3,235.9 - 3,279.5
H1 25 FY 24 Change vs FY 24
£m H1 24 Restated
Opening capital employed 2,512.9 2,410.6 +4% 2,410.6
Closing capital employed 2,645.4 2,512.9 +5% 2,630.1
Average capital employed 2,579.2 2,461.8 +5% 2,520.4
H1 25 FY 24 Change vs H1 24
H1 24 Restated
Adjusted operating profit 124.4 358.2 -23% 161.8
Pro-rated average capital employed 1,289.6 2,461.8 +2% 1,260.2
ROCE (%) 9.6 14.6 -3.2ppts 12.8
Net debt and cash flow
The Group began the year with net debt of £180.7m, £91.9m higher than at the
beginning of the prior year (H1 24 opening net debt £88.8m). Despite lower
adjusted profit before tax, the net cash flow for the half year improved by
£120.8m versus last year, with a net cash outflow of £112.4m in the period
(H1 24: outflow of £233.2m).
As described above, the net investment into work in progress was £99.5m,
broadly consistent with the outflow in the prior year of £94.3m. The cash
impact of the net reduction in the Group's owned land bank of £40.2m was
partially offset by a net reduction in land creditors of £20.2m, leaving a
net cash inflow from land activity of £20.0m (H1 24: net outflow of £20.7m).
The net outflow from other working capital (receivables and payables) was
reduced compared to the prior year due to lower Partner Funded activity in
June 25 than in June 24. The prior year cash flow also included the effect of
a receivable on a partner deal which completed in H1 24 but was not settled
until August 24. The total working capital outflow was £90.4m (H1 24: outflow
of £194.4m).
The Group made a further net investment of £32.9m into its joint ventures.
This was principally through loans made by the Group, alongside its partners,
to fund work in progress in the joint ventures.
The exceptional net cash outflow related to building safety increased to
£18.3m (H1 24: £12.2m), with gross spend of £25.0m (H1 24: £29.0m) offset
by recoveries of £6.7m (H1 24: £16.8m). The exceptional cash outflow on
integration and restructuring was £8.8m (H1 24: £7.1m). The exceptional cash
flows differ from the profit or loss statement due to movements in accrued
income and expenses. Net spend on building safety is expected to increase to
c. £40m in H2 (H2 24: £24.6m).
Tax paid was £10.0m, lower than the prior year and aligned with reduced
taxable profits.
Shareholder distributions of £33.1m related to the Group's ongoing share
buyback programme.
£m H1 25 H1 24 Change
Restated(2)
Opening net debt (180.7) (88.8) -91.9
Adjusted profit before tax 80.6 120.7 -40.1
Working capital movements:
WIP (99.5) (94.3) -5.2
Land 40.2 36.1 +4.1
Land creditors (20.2) (56.8) +36.6
Receivables and payables (excluding amounts owed to/from joint ventures) (10.9) (79.4) +68.5
Working capital outflow (90.4) (194.4) +104.0
Net investment in joint ventures (32.9) (27.1) -5.8
Exceptional building safety spend (net of recoveries) (18.3) (12.2) -6.1
Other exceptional items (8.8) (7.1) -1.7
Other 0.5 3.9 -3.4
Taxation (10.0) (16.0) +6.0
Cash outflow before shareholder distributions (79.3) (132.2) +52.9
Shareholder distributions (33.1) (101.0) +67.9
Net cash outflow (112.4) (233.2) +120.8
Closing net debt (293.1) (322.0) +28.9
As at 30 June 2025, total available facilities were £1,130.0m (H1 24:
£1,015.7m), with £750.0m (FY 24: £645.7m) drawn. The Group secured an
additional £50.0m uncommitted facility during the period with flexible
borrowing tenors to support the Group's short-term, in-month, borrowing
requirements. On 1 July 2025, the Group completed the refinancing of the term
loan and RCF which were due to expire in September 2026 and December 2026
respectively. These have both been extended to 30 April 2028 on the same
terms. The trade loan and money market facilities are both uncommitted
facilities.
£m Facility H1 25 H1 24
Available Maturity Margin
Revolving credit facility (500.0) 2028 SONIA + 1.6-2.5 ppts (250.0) (140.0)
Term loan (400.0) 2028 SONIA + 1.9-3.1 ppts (400.0) (400.0)
USPP loan(6) (100.0) 2027 4.03 ppts (103.2) (104.1)
Development loan(7) - 2029 ECRR + 1.2-2.2 ppts - (5.7)
Money market line (75.0) Rolling SONIA plus margin - -
Trade loan (50.0) Rolling SONIA plus margin - -
Overdraft facility (5.0) Rolling BoE Base + 1.5 ppts - -
Prepaid facility fee 2.7 4.6
Total borrowings (1,130.0) (750.5) (645.2)
Cash 457.4 323.2
Net debt (293.1) (322.0)
6The carrying value of the USPP loan includes the fair value of future
interest payments of £3.2m (H1 24: £4.1m) as the loan was acquired through a
historical acquisition. The drawings of £100.0m (H1 24: £100.0m) are equal
to the total available facility.
7 The Homes England development loan is no longer included in the consolidated
Group accounts as the borrower, Linden Homes (Sherford) LLP, is no longer a
subsidiary undertaking.
Shareholder distributions and capital allocation policy
The Group maintained its capital allocation policy. An interim ordinary
distribution in the form of a share buyback of up to £55m and a special
buyback of up to £75m were announced in September 2024. The Group has
completed c. £71m to date, with the remaining c. £59m expected to be
completed by H1 2026.
Forward order book
The forward order book was broadly stable at £4.3bn (FY 24: £4.4bn). The
Partner Funded component reduced by 6% due to the lower levels of activity
resulting from the uncertainty around future funding for the affordable
housing sector that existed for much of the period.
£m H1 25 FY 24
Open Market 401 285
Partner Funded 3,893 4,156
Total 4,294 4,441
Land bank
The land bank represents 4.2 years of supply (FY 24: 4.4 years), consistent
with the Group's Partnerships model. Over the medium term, we expect the
length of the land bank to reduce to less than 4.0 years of supply. The Group
added 2,866 plots across 10 sites, with 30% (FY 24: 31%) of plots controlled
rather than owned. Over the medium term, the Group expects around one-third of
its land bank to be controlled rather than owned.
Number of plots H1 25 FY 24
Owned (excluding joint ventures) 33,107 34,233
Owned - joint ventures (100%) 16,484 17,048
Total owned 49,591 51,281
Controlled (excluding joint ventures) 10,526 12,230
Controlled - joint ventures (100%) 10,571 10,509
Total controlled 21,097 22,739
Total 70,688 74,020
Strategic land
Strategic land remains an important supply source. As at 30 June 2025, the
Group held 76,919 plots across 186 sites, a 1% increase from year-end.
As at 30 June 2025 Total sites Total plots
0 - 150 plots 55 4,394
150 - 300 plots 57 11,755
300 - 500 plots 30 10,338
500 - 1,000 plots 23 14,905
1,000+ plots 21 35,527
Total 186 76,919
Planning agreed 19 6,281
Planning application 26 10,586
Ongoing application 141 60,052
Total 186 76,919
At 31 December 2024 182 76,219
Change +2% +1%
Principal risks and uncertainties
The Group continues to manage a range of risks and uncertainties which could
have a material adverse impact on the Group. Risk management controls operate
at all levels of the organisation, with the Executive Leadership Team
accountable for identifying, evaluating and managing principal risks,
supported by the Risk Oversight Committee.
The Board has completed its assessment of the Group's principal and emerging
risks, including those that could threaten its business model, future
performance, solvency or liquidity. The Directors do not consider the process
of risk management and the principal risks and uncertainties, as outlined on
pages 69 to 75 of the 2024 Annual Report and Accounts, to have changed since
that document was published. The principal risks are summarised below.
Project delivery and contractual exposure
Failure to achieve our build construction and build cost targets leading to
either a reduced margin, contractual penalties, or disputes with our partners.
Failure to continue or restart operations due to a major unexpected incident
or event out of our control, such as a natural disaster, global pandemic or UK
epidemic, or disruption to national infrastructure.
Economic and sales environment
A failure to anticipate and respond to any UK economic decline brought about
by uncertainty, loss of consumer confidence, higher interest rates and
increasing unemployment, leading to decreased affordability, reduced demand
for housing and falling house prices.
Supply chain
A failure to adequately respond to shortages or increased costs of materials
and skilled labour, or the failure of a key supplier in the current economic
environment, may lead to increased costs and delays in construction services.
Land and planning
Lack of development opportunities due to difficulties in sourcing land or
obtaining planning approval. In addition, churn of Government policy changes
that distract Councils from delivering local plans and planning permissions.
A failure to bring through a sufficient pipeline of strategic and consented
land could also affect future growth.
People and talent
An inability to attract, develop or retain good people. In addition, a failure
to understand and respond to new skills required to meet our unique
Partnerships strategy, or to meet the requirements of the changing pace of
technology and customer expectations.
ESG
A failure to actively demonstrate to our partners and stakeholders the already
significant ESG contribution the Group is making to society. This would
include a failure to achieve our pathway to Net Zero carbon targets, a failure
to promote the contribution we are making to the UK housing crisis, and a
failure the meet the levels of interest and reporting requirements from
Government, Investors, customers and clients.
Liquidity and funding
A failure to generate enough liquidity to manage short term and long-term
funding or investment requirements. A failure to manage liquidity requirements
impacts preparedness for potential changes in economic environment and ability
to take advantage of appropriate land buying or investment opportunities to
help deliver improved financial performance.
Customer service
A failure to deliver product quality and service standards that meet our
customers' expectations (both private customers and large-scale partners) or
fall short of the standards expected from supervisory bodies.
Legislation and building safety
An inability to fulfil regulatory planning, building, environmental and
technical requirements for new homes and communities. In addition, the threat
of new unquantified liabilities from past developments becoming material.
Technology resilience and future change
An inability to protect our IT estate, systems and infrastructure and people
from hostile or fraudulent attacks. An inability to adapt to the pace of
technological change by failing to embrace new intelligence or capability, or
adapt our systems and processes to fully deliver expected improvements across
our Group.
Safety, health and environment
A loss of trust in the Group's ability to build communities safely and in an
environmentally responsible way. Preventable accidents that harm people,
communities, or the environment.
Group statement of profit or loss and other comprehensive income
2025 2024 Restated (note 2)
Six months ended 30 June Note Reported measures Adjusting items (note 19) Adjusted measures Reported measures Adjusting items (note 19) Adjusted measures
£m £m £m £m £m £m
Revenue 3 1,635.6 217.6 1,853.2 1,723.5 251.0 1,974.5
Cost of sales (1,476.8) (1,541.9)
Gross profit 158.8 181.6
Administrative expenses (109.8) (102.2)
Other expenses 4 (12.8) -
Amortisation of acquired intangible assets (19.8) (19.4)
Other operating income 41.7 54.1
Operating profit 58.1 66.3 124.4 114.1 47.7 161.8
Finance income 13.3 14.7
Finance expense (45.8) (47.3)
Net finance expense (32.5) (11.3) (43.8) (32.6) (8.5) (41.1)
Share of profit after tax from joint ventures 15.3 9.7
Profit before tax 40.9 39.7 80.6 91.2 29.5 120.7
Income tax expense 5 (9.6) (12.9) (22.5) (21.8) (12.8) (34.6)
Profit for the period 31.3 26.8 58.1 69.4 16.7 86.1
Other comprehensive income/(expense)
Remeasurement of retirement benefit asset 0.1 (0.4)
Total other comprehensive income/(expense) 0.1 (0.4)
Total comprehensive income for the period 31.4 69.0
Earnings per share
Note 2025 2024 Restated (note 2)
Six months ended 30 June Reported measures Adjusted measures Reported measures Adjusted measures
Basic 6 9.5p 20.3p
Diluted 6 9.5p 19.9p
Adjusted Basic 6 17.6p 25.2p
Group statement of financial position
Note As at 30 June 2025 As at 30 June 2024 Restated (note 2) As at 31 December 2024
£m £m £m
Assets
Goodwill 827.6 827.6 827.6
Intangible assets 349.0 389.8 368.8
Property, plant and equipment 24.0 20.6 22.8
Right-of-use assets 83.7 78.5 85.2
Investments 8 676.7 599.8 614.0
Retirement benefit assets 32.7 34.7 31.7
Total non-current assets 1,993.7 1,951.0 1,950.1
Inventories 9 3,067.6 3,138.4 3,008.3
Trade and other receivables 10 709.9 765.6 760.4
Cash and cash equivalents 11 457.4 323.2 320.3
Current tax assets 2.3 12.6 5.6
Total current assets 4,237.2 4,239.8 4,094.6
Total assets 6,230.9 6,190.8 6,044.7
Liabilities
Trade and other payables 12 1,372.9 1,490.8 1,403.7
Lease liabilities 29.6 26.0 29.4
Provisions 13 129.7 102.0 105.3
Total current liabilities 1,532.2 1,618.8 1,538.4
Borrowings 11 750.5 645.2 501.0
Trade and other payables 12 382.0 348.4 415.9
Lease liabilities 64.3 68.8 67.0
Provisions 13 219.4 201.6 247.9
Deferred tax liabilities 5 34.7 28.5 38.6
Total non-current liabilities 1,450.9 1,292.5 1,270.4
Total liabilities 2,983.1 2,911.3 2,808.8
Net assets 3,247.8 3,279.5 3,235.9
Equity
Issued capital 14 163.2 169.0 165.9
Share premium 14 361.3 361.2 361.3
Capital redemption reserve 11.7 5.9 9.0
Merger reserve 14 150.0 1,597.8 1,597.8
Retained earnings 2,561.6 1,145.6 1,101.9
Total equity attributable to equity holders of the parent 3,247.8 3,279.5 3,235.9
Group statement of changes in equity
£m Note Own Other Total Issued Share Capital Redemption reserve Merger Total
shares
retained
retained
capital
premium
reserve
held
earnings
earnings
As at 1 January 2025 (9.4) 1,111.3 1,101.9 165.9 361.3 9.0 1,597.8 3,235.9
Profit for the period - 31.3 31.3 - - - - 31.3
Total other comprehensive income - 0.1 0.1 - - - - 0.1
Total comprehensive income - 31.4 31.4 - - - - 31.4
Purchase of own shares 7, 14 - (22.1) (22.1) (2.7) - 2.7 - (22.1)
Share options exercised 4.2 (4.2) - - - - - -
Share-based payments - 2.4 2.4 - - - - 2.4
Deferred tax on share-based payments - 0.2 0.2 - - - - 0.2
Bonus issue of deferred shares 14 - - - 1,447.8 - - (1,447.8) -
Cancellation of deferred shares 14 - 1,447.8 1,447.8 (1,447.8) - - - -
Total transactions with owners 4.2 1,424.1 1,428.3 (2.7) - 2.7 (1,447.8) (19.5)
As at 30 June 2025 (5.2) 2,566.8 2,561.6 163.2 361.3 11.7 150.0 3,247.8
As at 1 January 2024 Restated 2 (14.7) 1,184.9 1,170.2 173.4 361.0 1.5 1,597.8 3,303.9
Profit for the period restated 2 - 69.4 69.4 - - - - 69.4
Total other comprehensive expense - (0.4) (0.4) - - - - (0.4)
Total comprehensive income - 69.0 69.0 - - - - 69.0
Issue of share capital - - - - 0.2 - - 0.2
Purchase of own shares 14 (2.9) (97.8) (100.7) (4.4) - 4.4 - (100.7)
Share options exercised 7.7 (5.3) 2.4 - - - - 2.4
Share-based payments - 2.8 2.8 - - - - 2.8
Deferred tax on share-based payments - 1.9 1.9 - - - - 1.9
Total transactions with owners 4.8 (98.4) (93.6) (4.4) 0.2 4.4 - (93.4)
As at 30 June 2024 Restated 2 (9.9) 1,155.5 1,145.6 169.0 361.2 5.9 1,597.8 3,279.5
As at 1 January 2024 Restated 2 (14.7) 1,184.9 1,170.2 173.4 361.0 1.5 1,597.8 3,303.9
Profit for the year - 74.5 74.5 - - - - 74.5
Total other comprehensive expense - (3.1) (3.1) - - - - (3.1)
Total comprehensive income - 71.4 71.4 - - - - 71.4
Issue of share capital - - - - 0.3 - - 0.3
Purchase of own shares 7, 14 (2.9) (141.9) (144.8) (7.5) - 7.5 - (144.8)
Share options exercised 8.2 (5.5) 2.7 - - - - 2.7
Share-based payments - 5.5 5.5 - - - - 5.5
Deferred tax on share-based payments - (3.1) (3.1) - - - - (3.1)
Total transactions with owners 5.3 (145.0) (139.7) (7.5) 0.3 7.5 - (139.4)
As at 31 December 2024 (9.4) 1,111.3 1,101.9 165.9 361.3 9.0 1,597.8 3,235.9
Group statement of cash flows
Six months ended 30 June Note 2025 2024 Restated (note 2)
£m £m
Cash flows from operating activities
Operating profit for the period 58.1 114.1
Exceptional items included in operating profit 4 14.3 5.2
Depreciation and amortisation 36.9 34.4
Equity-settled share-based payment expense 2.4 2.8
Other non-cash items 0.6 (0.7)
Operating cash inflow before exceptional cash flows and movements in working 112.3 155.8
capital
Exceptional cash flows relating to restructuring, integration and other (8.8) (7.1)
exceptional expenses
Exceptional cash outflow relating to building safety (25.0) (29.0)
Exceptional cash inflow relating to building safety recoveries 6.7 16.8
Exceptional cash outflows (27.1) (19.3)
Defined benefit pension contributions - (0.1)
Decrease/(increase) in trade and other receivables 50.5 (139.2)
Increase in inventories (59.3) (58.2)
Decrease in trade and other payables (87.3) (27.0)
Decrease in provisions (0.8) (3.2)
Movements in working capital (96.9) (227.7)
Net cash outflow from operations (11.7) (91.2)
Income taxes paid (10.0) (16.0)
Net cash outflow from operating activities (21.7) (107.2)
Cash flows from investing activities
Bank interest received 0.9 1.8
Purchase of property, plant and equipment (3.3) (2.5)
Loans made to joint ventures 8 (155.5) (113.2)
Loan repayments from joint ventures 8 121.8 85.1
Interest received on loans to joint ventures 8 2.7 1.0
Dividends received from joint ventures 5.0 8.6
Net cash outflow from investing activities (28.4) (19.2)
Cash flows from financing activities
Loans and advances made by joint ventures 26.7 37.8
Loans and advances repaid to joint ventures (12.2) (2.2)
Lease principal payments (16.3) (11.3)
Lease interest payments (2.7) (2.7)
Interest paid on borrowings (25.2) (31.0)
Proceeds from share issues (including LTIP exercises) - 2.6
Purchase of own shares 7 (33.1) (101.0)
Repayment of bank loans - (0.9)
Drawdown of bank loans 11 250.0 140.0
Net cash inflow from financing activities 187.2 31.3
Net increase/(decrease) in cash and cash equivalents 137.1 (95.1)
Opening cash and cash equivalents 320.3 418.3
Closing cash and cash equivalents 457.4 323.2
1. Basis of preparation
1.1 General Information
Vistry Group PLC (the 'Company') is a public company, limited by shares,
domiciled and incorporated in England, United Kingdom. The shares are listed
on the London Stock Exchange. The registered office is 11 Tower View, Kings
Hill, West Malling, Kent, ME19 4UY.
1.2 Basis of preparation
The condensed consolidated financial statements for the six-month period ended
30 June 2025 comprise the Company and its subsidiaries (together referred to
as the "Group") and the Group's interest in joint ventures. Subsidiaries are
all entities over which the Group has control. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
The condensed consolidated accounts 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 are not statutory accounts within
the meaning of section 434 of the Companies Act 2006 and do not include all of
the notes of the type normally included in statutory accounts. Accordingly,
this report is to be read in conjunction with the statutory accounts for the
year ended 31 December 2024, which were prepared in accordance with UK-adopted
international accounting standards and the requirements of the Companies Act
2006, approved by the Board of directors on 25 March 2025 and delivered to the
Registrar of Companies, and any public announcements made by Vistry Group PLC
during the interim reporting period. The report of the auditor on those
statutory accounts was unqualified, did not contain an emphasis of matter
paragraph and did not contain any statement under section 498 of the Companies
Act 2006. The condensed consolidated interim financial statements are
unaudited but have been reviewed by the Group's auditors,
PricewaterhouseCoopers LLP. They were approved for issue by the Board on 9
September 2025.
The financial statements are prepared on the historical cost convention unless
otherwise stated. The functional and presentational currency of the Company
and Group is Pounds Sterling (GBP). All financial information, unless
otherwise stated has been rounded to the nearest £0.1m.
1.3 Accounting policies
The condensed consolidated financial statements have been prepared by applying
the accounting policies and presentation that were applied in the preparation
of the Group's published consolidated financial statements for the year ended
31 December 2024. The exception to this is in relation to tax, which is
calculated based on the estimated average effective tax rate for the year
ending 31 December 2025.
There are no new standards or amendments that have a material impact on the
Group's reported results.
1.4 Going concern
The Group has prepared a cash flow forecast for the period to 31 December 2026
to confirm the appropriateness of the going concern assumption in these
accounts. The forecast was prepared using a likely base case which shows that
there is sufficient headroom and liquidity for the business to continue as a
going concern based on the committed facilities available to the Group as
shown in note 11 to these financial statements. The Group is also forecasted
to comply with the required covenants on its borrowing facilities.
A number of severe but plausible downside sensitivity scenarios were
considered assuming decreased demand for housing, falling house prices and
increased build costs. In certain of the downside scenarios, the Group would
exceed its available borrowing facilities and breach covenants if no
mitigating actions were taken. The Group has a range of mitigating actions
available to it, which could be implemented readily and are within the Group's
control. Consequently, the Directors have not identified any material
uncertainties to the Group's ability to continue as a going concern over a
period of at least 12 months following the date of approval of the financial
statements and have concluded that using the going concern basis for the
preparation of the financial statements is appropriate.
In the downside sensitivity scenario, the following assumptions have been
applied (individually and in aggregate):
· 15% reduction in Open Market sales volumes from 1 September 2025
with a corresponding slowdown in build rates and associated overheads
· 3% reduction in the average sales price of Open Market and
unsecured Partner Funded homes from 1 September 2025
· 5% increase in build costs from 1 September 2025
The following mitigating actions have been modelled against the individual and
combined downside scenarios:
· Removal of uncommitted land spend and associated income from 1
September 2025
· 25% further reduction in administrative expenses from 1 November
2025
· Pausing uncommitted shareholder distributions from 1 September
2025
The Group has also assessed the appropriateness of the going concern
assumption for the accounts of the Company. The Company's principal expected
cash flows in the period to 31 December 2026 following the date of approval of
these financial statements relate to the payment of shareholder distributions
and interest. In order to fund these cash flows, the Company ensures that it
has received sufficient cash distributions from its subsidiary operating
companies. As a result, the Directors have not identified any material
uncertainties to the Company's ability to continue as a going concern over a
period of at least 12 months following the date of approval of the financial
statements and have concluded that using the going concern basis for the
preparation of the Company's financial statements is appropriate.
1.5 Segmental Reporting
The Group has one operating segment, which has been identified in a manner
consistent with the internal reporting provided to the Chief Operating
Decision Maker (CODM). The CODM has been determined as the Board of Directors
as they are responsible for allocating resources and regularly review and
assess the performance and financial position of the Group. All revenue and
profits disclosed relate to continuing activities performed in the United
Kingdom.
1.6 Critical accounting judgements and key sources of estimation uncertainty
The Group's principal judgements and key sources of estimation uncertainty
remain unchanged since the year-end and are set out in Note 1.8 on pages 175
to 176 of the 2024 Annual Report and Accounts.
1.7 Seasonality
In common with the rest of the UK housebuilding industry, activity occurs
year-round, however the pattern of reservations usually results in the Group's
completions being more heavily weighted towards the second half of the year.
2. Prior year restatement
South Division cost forecasting issues
As explained in the 2024 Annual Report and Accounts on page 7, on 8 October
2024 the Group reported that it had become aware of an understatement of the
total full-life cost projections to complete several of its developments in
its South Division. The subsequent investigation identified a total of £165m
of cost adjustments. No further cost adjustments have been identified since
this was reported in the 2024 Annual Report and Accounts.
A review was undertaken at that time to identify the reasons for each of the
changes, and when they could and should reasonably have been known about. This
showed that there were some items which could reasonably have been known about
in prior periods, including the six months ended 30 June 2024, which would
have reduced the expected full-life margin on the impacted sites at that time.
The full-life margin is used to determine the amount of inventories to be
expensed as cost of sales. To correct the error, the full-life margin at the
time was recalculated to include the additional forecast costs, and the
revised margin has been used to recalculate the amount of inventories that
should have been expensed. For joint venture sites, the impact in the
consolidated accounts is to the Group's share of profit after tax from joint
ventures and investments.
The impact of correcting these errors on profit before tax was a reduction of
£20.5m cumulatively to 31 December 2023 with a further £65.5m in the six
months ended 30 June 2024. As at 30 June 2024, the adjustments to the
statement of financial position resulted in a reduction in inventories of
£73.6m, a reduction in investments of £12.4m and a change of £24.9m to the
net corporation tax position (with this previously reported payable of £12.3m
becoming a receivable of £12.6m). The amount relating to periods earlier than
H1 24 gave rise to an adjustment of £14.6m (net of tax) to opening retained
earnings as at 1 January 2024, comprising a reduction of £20.5m in
inventories and a reduction in the current tax asset of £5.9m. The FY 23
figures were restated in the Group's 2024 Annual Report and Accounts, where it
was also reported that the H1 24 figures would require restating. The restated
opening shareholders' funds as at 1 January 2024 are disclosed in these
condensed consolidated financial statements along with the restated results
for the six months ended 30 June 2024.
The impact on individual line items is shown in the tables below.
£m
Reconciliation of Shareholders' Equity
As at 1 January 2024 as originally reported 3,318.5
Adjustment to opening reserves (14.6)
As at 1 January 2024 Restated 3,303.9
Profit for the period restated 69.4
Total other comprehensive income (0.4)
Total transactions with owners (93.4)
As at 30 June 2024 Restated 3,279.5
30 June 2024 Previously Reported Adjustments 30 June 2024
£m
Restated
£m
As at 31 December 2023 As at 30 June 2024 Total
£m
£m
£m
Changes in Group Statement of Profit or Loss and Other Comprehensive Income
Cost of sales (1,488.8) - (53.1) (53.1) (1,541.9)
Gross profit 234.7 - (53.1) (53.1) 181.6
Operating profit 167.2 - (53.1) (53.1) 114.1
Share of profit after tax from joint ventures 22.1 - (12.4) (12.4) 9.7
Profit before tax 156.7 - (65.5) (65.5) 91.2
Income tax expense (40.8) - 19.0 19.0 (21.8)
Profit for the period 115.9 - (46.5) (46.5) 69.4
Total comprehensive income for the period 115.5 - (46.5) (46.5) 69.0
Changes in Group Statement of Financial Position
Investments 612.2 - (12.4) (12.4) 599.8
Total non-current assets 1,963.4 - (12.4) (12.4) 1,951.0
Inventories 3,212.0 (20.5) (53.1) (73.6) 3,138.4
Current tax assets - - 12.6 12.6 12.6
Total current assets 4,300.8 (20.5) (40.5) (61.0) 4,239.8
Total assets 6,264.2 (20.5) (52.9) (73.4) 6,190.8
Current tax liabilities (12.3) 5.9 6.4 12.3 -
Total current liabilities (1,631.1) 5.9 6.4 12.3 (1,618.8)
Total liabilities (2,923.6) 5.9 6.4 12.3 (2,911.3)
Net assets 3,340.6 (14.6) (46.5) (61.1) 3,279.5
Cash flow statement presentation
In the normal course of business, the Group's joint ventures pass surplus cash
back to their members, allowing the members to redeploy capital in the most
efficient and optimised way. In the six months ended 30 June 2024, the Group,
as a member, received loans and advances from four joint ventures totalling
£37.8m, of which £2.2m had been repaid by the period end. These advances
were made out of surplus cash generated by the joint ventures from their
operating activities. They were non interest bearing and were repayable on
demand.
The net cash inflow of £35.6m was included as an operating item in the
Group's prior year statement of cash flows. During the preparation of the
financial statements for the current year, the Directors considered the
treatment of the further loans and advances totalling £26.7m and associated
repayments of £12.2m and concluded that they should be classified as
financing cash flows. Accordingly, the prior year cash flow statement has been
restated on a comparable basis. The cumulative impact of this and the
restatement of the South Division cost forecasting issues on individual line
items in the Group statement of cash flows is shown in the table below. This
reclassification has no impact on net movements in cash and cash equivalents
in the period.
30 June 2024 Previously Reported Adjustments 30 June 2024
£m
Restated
£m
South Division cost forecasting issues Classification of JV advance Total
£m
£m
£m
Operating profit for the period 167.2 (53.1) - (53.1) 114.1
Increase in inventories (111.3) 53.1 - 53.1 (58.2)
Increase in trade and other payables 8.6 - (35.6) (35.6) (27.0)
Movements in working capital (245.2) 53.1 (35.6) 17.5 (227.7)
Net cash outflow from operations (55.6) - (35.6) (35.6) (91.2)
Net cash outflow from operating activities (71.6) - (35.6) (35.6) (107.2)
Loans and advances from joint ventures - - 37.8 37.8 37.8
Loans and advances repaid to joint ventures - - (2.2) (2.2) (2.2)
Net cash (outflow)/inflow from financing activities (4.3) - 35.6 35.6 31.3
3. Revenue
Revenue by type 2025 2024
Six months ended 30 June Point-in-time Over time Total Point-in-time Over time Total
£m £m £m £m £m £m
Open Market sales 497.7 - 497.7 511.4 - 511.4
Partner Funded sales 43.8 985.7 1,029.5 55.4 1,056.2 1,111.6
Other 108.4 - 108.4 100.5 - 100.5
Revenue 649.9 985.7 1,635.6 667.3 1,056.2 1,723.5
For Open Market Sales, revenue is recognised at a point in time at legal
completion at which point the Group has fulfilled its performance obligation.
This revenue is recognised at the fair value of the consideration received or
receivable, net of value added tax, discounts and cash incentives.
The majority of Partner Funded sales contracts have two performance
obligations. Revenue in relation to the upfront sale of land to the customer
is recognised at a point in time when legal title transfers to the customer.
Revenue in relation to the construction of homes is recognised over time when
the Group transfers control of the development to the customer as the
development progresses.
Other revenue includes the sale of part exchange properties, any
non-residential elements of mixed use schemes and bare land sales. The fair
value of part exchange properties is established by independent surveyors,
reduced for costs to sell. The sale of the Open Market home is recorded in the
normal way. The fair value of the part exchanged property is treated as being
in lieu of cash receipts. Proceeds generated from the subsequent sale of part
exchange properties are recorded at a point in time on legal completion.
Revenue for the sale of non-residential properties and bare land is recognised
when the performance obligations in the contract are met.
4. Exceptional items
Six months ended 30 June 2025
Cost of sales Administrative and other expenses Net finance expense Total
£m
£m
£m £m
Restructuring, integration and other costs - 3.3 - 3.3
CMA voluntary commitment - 12.8 - 12.8
Building safety:
Additions to provision 4.9 - - 4.9
Recoveries (6.7) - - (6.7)
Unwind of discounting on the provision - - 5.3 5.3
Total building safety (1.8) - 5.3 3.5
Exceptional items (1.8) 16.1 5.3 19.6
Six months ended 30 June 2024
Cost of sales Administrative expenses Net finance expense Total
£m
£m
£m £m
Restructuring, integration and other costs - 5.2 - 5.2
Building safety:
Additions to provision 16.8 - - 16.8
Recoveries (16.8) - - (16.8)
Unwind of discounting on the provision - - 3.9 3.9
Total building safety - - 3.9 3.9
Exceptional items - 5.2 3.9 9.1
Restructuring and integration costs are those expenses, such as severance and
other non-recurring items, directly related to restructuring and integration
activities that do not reflect the Group's underlying trading performance.
Other costs relate to professional service fees in relation to non-recurring
events not reflecting the Group's underlying trading performance.
The Group, alongside six other UK housebuilders, has offered a voluntary
binding commitment in response to the potential concerns investigated by the
UK Competition and Markets Authority (CMA). The commitment is to contribute
£100m in aggregate, of which the Group's share would be £12.8m, to His
Majesty's Government to be disbursed to government programmes which fund and
support the construction of affordable homes in England, Scotland, Wales and
Northern Ireland. This expense is one-off in nature and, in the opinion of the
Directors, requires separate disclosure as it does not reflect the Group's
underlying trading performance.
Costs relating to the building safety provision have previously been disclosed
in exceptional items and, accordingly, further related income and expenses
have also been disclosed as exceptional items.
5. Income tax expense
The tax charge presented for the six months ended 30 June 2025 is the best
estimate of the weighted average annual income tax rate expected for the full
financial year applied to the profit before tax for the six-month period
(except for any known prior period adjustments, of which the full impact has
been embedded in the income tax rate for the six-month period). The effective
tax rate comprises corporation tax, residential property developer tax
('RPDT') and deferred tax totalling 23.5% (30 June 2024: 26.0%; 31 December
2024: 29.0%). The effective tax rate is lower than the statutory rate due to
RPDT, offset by timing differences and the full impact of adjustments in
respect of prior periods.
As at 30 June 2025, the Group recognised a net deferred tax liability of
£34.7m (30 June 2024: £28.5m; 31 December 2024: £38.6m).
6. Earnings per share
Six months ended 30 June 2025 2024
£m Restated
(note 2)
Note £m
Profit for the period attributable to equity holders of the parent 31.3 69.4
Adjusted earnings attributable to equity holders of the parent 19 58.1 86.1
Six months ended 30 June 2025 2024 Restated (note 2)
Basic earnings per share 9.5p 20.3p
Diluted earnings per share 9.5p 19.9p
Adjusted basic earnings per share 17.6p 25.2p
Basic Diluted
m m
Weighted average number of ordinary shares for the six months ended 30 June 329.5 331.2
2025
Weighted average number of ordinary shares for the six months ended 30 June 341.6 349.4
2024
The basic weighted average number of ordinary shares is calculated by
time-weighting the ordinary shares in issue during the period based on new
issues and share buybacks. This figure excludes treasury shares and shares
held in the Employee Stock Ownership Plan (ESOP) Trust but includes any
outstanding vested nil-cost options in relation to equity-settled share-based
payment arrangements.
The diluted weighted average number of ordinary shares is calculated as the
basic weighted average number, plus any other potentially outstanding shares
in relation to the equity-settled share-based payment arrangements. There were
no shares excluded from the above due to being anti-dilutive at 30 June 2025
(30 June 2024: nil shares).
7. Distributions
Dividends
No dividends were declared or paid in the six months ended 30 June 2025 (30
June 2024: £nil).
Share buyback
On 12 September 2024, the Group announced that it was commencing an ordinary
share buyback programme to repurchase up to £55m of ordinary shares in lieu
of an interim dividend for 2024 and a further special buyback of up to £75m.
The Group issued an irrevocable instruction for the brokers to manage the
programme, within pre-set parameters for a first tranche of up to £43.4m. The
Group recognised an associated distribution and financial liability for the
amount of the non-cancellable instruction to brokers plus stamp duty and fees
and therefore recorded a distribution of £43.7m. As at 31 December 2024, the
Group had repurchased, and subsequently cancelled, 2.5m shares at a cost of
£21.4m and therefore the remaining financial liability was £22.3m.
During H1 25, the Group engaged brokers to extend the first tranche of the
programme from £43.4m up to £65.0m. This instruction was irrevocable as at
30 June 2025 and, therefore, the Group recognised a further distribution of
£22.1m, including stamp duty and fees. In the period 1 January 2025 to 30
June 2025, the Group repurchased 5.4m ordinary shares, which were subsequently
cancelled, for a total consideration of £33.1m (including stamp duty and
fees). As at 30 June 2025, the remaining financial liability was £11.1m.
8. Investments
The movement in investments during the period/year is as follows:
As at 30 June 2025 As at 30 June 2024 Restated (note 2) As at 31 December 2024
Equity Loans Provisions against loans Total Equity Loans Provisions against loans Total Equity Loans Provisions against loans Total
£m £m £m £m £m £m £m £m £m £m £m £m
As at 1 January 169.3 518.3 (73.6) 614.0 199.6 429.2 (66.2) 562.6 199.6 429.2 (66.2) 562.6
Acquisition of joint venture - - - - - - - - - 27.3 - 27.3
Loans advanced - 155.5 - 155.5 - 113.2 - 113.2 - 321.1 - 321.1
Loans repaid - (121.8) - (121.8) - (85.1) - (85.1) - (273.2) - (273.2)
Reclassification to amounts payable to joint arrangements - 21.8 - 21.8 - - - - - - - -
Fair value adjustments to loans - - - - - - - - - (0.8) 0.8 -
Share of net profit for the period/year(1) 11.5 - 3.8 15.3 9.7 - - 9.7 33.0 - (8.8) 24.2
Exceptional item related to building safety - - - - - - - - (20.9) - - (20.9)
Dividends declared by joint ventures (16.1) - - (16.1) (8.6) - - (8.6) (42.5) - - (42.5)
Interest accrued on loans to joint ventures - 15.9 - 15.9 - 14.4 - 14.4 - 25.1 - 25.1
Interest waived on loans to joint ventures(2) - (6.2) 6.2 - - - - - - - - -
Movement in provision against interest on loans to joint ventures - - (5.0) (5.0) - - (5.5) (5.5) - - 0.6 0.6
Interest received on loans to joint ventures - (2.7) - (2.7) - (1.0) - (1.0) - (10.4) - (10.4)
Other movements (0.3) - - (0.3) - - - - - - - -
Closing investment in joint ventures 164.4 580.8 (68.6) 676.6 200.7 470.7 (71.7) 599.7 169.2 518.3 (73.6) 613.9
Other investments 0.1 - - 0.1 0.1 - - 0.1 0.1 - - 0.1
Total investments 164.5 580.8 (68.6) 676.7 200.8 470.7 (71.7) 599.8 169.3 518.3 (73.6) 614.0
1. The Group's share of net profit after tax from joint ventures for the six
months ended 30 June 2024 was restated, reducing it by £12.4m from £22.1m to
£9.7m. Details are provided in note 2.
2. On 31 March 2025, the Group and its joint venture partner both agreed to
waive an amount of loan interest receivable from the joint venture. The amount
waived by the Group was £6.2m.
9. Inventories
As at As at 30 June 2024 Restated (note 2) As at
30 June 2025 £m 31 December 2024
£m £m
Work in progress 1,201.6 1,265.4 1,091.3
Part exchange properties 31.2 27.4 42.0
Land held for development 1,834.8 1,845.6 1,875.0
Inventories 3,067.6 3,138.4 3,008.3
10. Trade and other receivables
As at 30 June 2025 As at 30 June 2024 As at 31 December 2024
£m £m £m
Trade receivables 188.8 204.4 211.0
Contract assets 254.6 311.1 272.7
Amounts due from joint arrangements 160.1 141.2 152.5
Prepayments and accrued income 56.7 63.4 60.5
Value added tax recoverable 6.8 13.9 24.3
Other receivables 42.9 31.6 39.4
Trade and other receivables 709.9 765.6 760.4
11. Cash and cash equivalents and borrowings
As at 30 June 2025 As at 30 June 2024 As at 31 December 2024
£m £m £m
Cash and cash equivalents 457.4 323.2 320.3
Borrowings (750.5) (645.2) (501.0)
Net debt (293.1) (322.0) (180.7)
The £500m revolving credit facility syndicate compromises eight banks, six of
which form the syndicate for the £400m term loan. The revolving credit
facility, term loan and USPP loan all include a covenant package, covering
interest cover, gearing and tangible net worth requirements which are tested
semi-annually. On 1 July 2025, the Group completed the refinancing of the term
loan and revolving credit facility, which were due to expire in September 2026
and December 2026 respectively. These have each been extended to 30 April 2028
on the same terms.
Available facility Maturity As at 30 June 2025 As at 30 June 2024 As at 31 December 2024
£m £m £m
Revolving credit facility(1) (500.0) 2028 (250.0) (140.0) -
Term loan (400.0) 2028 (400.0) (400.0) (400.0)
USPP loan(2) (100.0) 2027 (103.2) (104.1) (103.7)
Homes England development loan(3) n/a 2029 - (5.7) -
Money market line (75.0) Rolling - - -
Trade loan (50.0) Rolling - - -
Overdraft facility (5.0) Rolling - - -
Prepaid facility fee 2.7 4.6 2.7
Total borrowings (1,130.0) (750.5) (645.2) (501.0)
Cash 457.4 323.2 320.3
Net debt (293.1) (322.0) (180.7)
1. The Group expects to fully repay the amount drawn on the revolving credit
facility by 31 December 2025.
2. The carrying value of the USPP loan includes the fair value of future
interest payments of £3.2m (30 June 2024: £4.1m; 31 December 2024: £3.7m)
as the loan was acquired through a historical acquisition. The drawings of
£100.0m (30 June 2024: £100.0m; 31 December 2024: £100.0m) are equal to the
total available facility.
3. The Homes England development loan is no longer included in the
consolidated Group accounts as the borrower, Linden Homes (Sherford) LLP, is
no longer a subsidiary undertaking.
12. Trade and other payables
As at 30 June 2025 As at 30 June 2024 As at 31 December 2024
£m £m £m
Trade payables 329.4 352.5 334.0
Land creditors 337.7 257.0 324.0
Contract liabilities 46.8 53.9 51.3
Taxation and social security 10.7 2.8 11.8
Amounts payable to joint arrangements 170.3 164.1 143.3
Other payables 10.7 49.2 14.1
Accruals 403.5 448.5 411.2
Deferred income 52.7 113.0 91.7
Other financial liabilities 11.1 49.8 22.3
Trade and other payables - current 1,372.9 1,490.8 1,403.7
Land creditors 382.0 348.4 415.9
Trade and other payables - non-current 382.0 348.4 415.9
13. Provisions
Building safety CMA Restructuring Other Total
£m
£m £m £m £m
As at 1 January 2025 324.4 - 5.7 23.1 353.2
Additional provisions 4.9 12.8 - 2.5 20.2
Utilised in the period (20.8) - (5.1) (3.7) (29.6)
Unwind of discounting 5.3 - - - 5.3
As at 30 June 2025 313.8 12.8 0.6 21.9 349.1
Of the total provisions detailed above £129.7m is expected to be utilised
within the next year (30 June 2024: £102.0m; 31 December 2024: £105.3m).
14. Issued capital, share premium, own shares held and merger reserve
Share capital and share premium
30 June 2025 30 June 2024
Number of shares Issued capital Share premium Number of shares Issued capital Share premium
m £m £m m £m
£m
In issue as at 1 January 331.8 165.9 361.3 346.9 173.4 361.0
Issued for cash - - - - - 0.2
Bonus issue of deferred shares 144,775.6 1,447.8 - - - -
Cancellation of deferred shares (144,775.6) (1,447.8) - - - -
Cancellation of shares on buyback (5.4) (2.7) - (8.8) (4.4) -
In issue as at 30 June 326.4 163.2 361.3 338.1 169.0 361.2
Reserve for own shares held
The cost of the Company's shares held in the ESOP trust by the Group is
recorded as a reserve in equity.
The opening balance of £9.4m on the own shares held reserve represented a
holding of 1.0m shares. The Group awarded 0.4m shares for exercises under the
Group's long-term incentive plan (30 June 2024: 0.5m shares) resulting in a
closing balance of £5.2m and a closing holding of 0.6m shares. While the
Group repurchased 5.4m shares during the period through buybacks, none of
these shares were retained in Treasury (30 June 2024: 0.3m shares, £2.9m
cost). No shares were awarded in the period for exercises under the Group's
Save As You earn Option Scheme (30 June 2024: 0.5m).
Merger reserve
The merger reserve, which is non-distributable, arose on the 2020 acquisition
of Linden Homes and Galliford Try Partnerships and the 2022 Combination with
Countryside Partnerships PLC, representing the difference between the value of
the shares acquired in Linden Homes and Vistry Partnerships from Galliford Try
PLC and Countryside Partnerships PLC and the nominal value of the shares in
the Company issued in consideration of the acquisitions.
The Company's shareholders approved a reduction of capital at the AGM on 14
May 2025 to create further distributable reserves that may be used to support
distributions (and any future returns of value to the Company's shareholders)
by the Company over the medium to longer term. As the merger reserve cannot be
reduced directly due to the technical requirements of the Companies Act 2006,
the capital reduction was achieved by converting £1,447.8m of the merger
reserve into share capital through a bonus issue of 144,775,580,313 new
deferred shares, all of which were subsequently cancelled. The bonus issue was
completed on 23 June 2025, with the shares cancelled on 25 June 2025 following
the approval of the High Court of Justice in England and Wales.
15. Financial instruments
Carrying amount As at As at As at
30 June 2025 30 June 2024 31 December 2024
£m £m £m
Non-derivative financial assets
Trade and other receivables(1) 398.6 429.1 427.2
Cash and cash equivalents 457.4 323.2 320.3
Non-derivative financial liabilities
Borrowings (750.5) (645.2) (501.0)
Trade and other payables(2) (1,655.4) (1,674.7) (1,676.4)
Lease liabilities (93.9) (94.8) (96.4)
Net financial liabilities (1,643.8) (1,662.4) (1,526.3)
1. Trade and other receivables excluding prepayments, accrued income and
contract assets which are not financial instruments.
2. Trade and other payables excluding deferred income and contract liabilities
which are not financial instruments.
Land creditors, recognised within trade and other payables, and a USPP loan,
recognised within bank and other loans are recognised initially at fair value
and subsequently at amortised cost. For all other financial instruments, there
is no material difference between fair value and carrying value.
The fair value of land creditors of £705.0m (30 June 2024: £575.6m) is lower
than the carrying value of £719.7m (30 June 2024: £605.4m).
16. Contingent liabilities
The Group is subject to various claims, audits and investigations that have
arisen in the ordinary course of business. These matters include but are not
limited to employment and commercial matters. The outcome of all these matters
is subject to future resolution, including the uncertainties of litigation.
Based on information currently known to the Group and after consultation with
external lawyers, the Directors believe that the ultimate resolution of these
matters, individually and in aggregate, will not have a material adverse
impact on the Group's financial condition. Where necessary, applicable costs
are included within the cost to complete estimates for individual developments
or are provided for in the financial statements.
As Government legislation, regulation and guidance further evolves in relation
to building safety, including the Defective Premises Act (DPA), this may
result in additional liabilities for the Group to carry out remediation works.
These possible liabilities cannot currently be reliably estimated and as such
no provision for them has been recognised at the reporting date. Where the
Group has been formally notified of potentially defective works through
communications from building owners, leaseholders or managing agents on these
buildings and the unfit for habitation test has been established, an
appropriate provision has been recognised. The Directors believe that the
Group may be able to recover some of the remediation costs via insurance or,
in the case of defective workmanship, from subcontractors or other third
parties, however, any such recoveries are not deemed to be virtually certain
and therefore no contingent assets have been recognised at the reporting date.
17. Related party transactions
Transactions between fellow subsidiaries, which are related parties, have been
eliminated on consolidation, as have transactions between the Company and its
subsidiaries during the period.
Transactions between the Group, Company and key management personnel in the
six months ended 30 June 2025 were limited to those relating to remuneration.
Mr Greg Fitzgerald, the Group Executive Chair and CEO, is non-executive
Chairman and a shareholder of Ardent Hire Solutions Limited ("Ardent"). The
Group hires forklift trucks from Ardent.
Mr Stephen Teagle, CEO Partnerships and Regeneration, is the Chair of The
Housing Forum. The Group paid for a subscription to The Housing Forum during
the period.
Dr Chris Browne, a non-executive director until 14 May 2025, is also a
non-executive director of Kier Group PLC. The Group holds shares in a number
of joint venture entities for which Kier Group PLC are also an investor. No
transactions were made during the year directly between the Group and Kier
Group PLC in relation to those joint ventures or otherwise, and there were no
amounts payable to or owed by Kier Group PLC as at 30 June 2025.
All transactions with related parties excluding joint ventures have been made
at arm's length. The total net value of these transactions were as follows:
Invoices paid to related parties Amounts payable to related parties Amounts owed by related parties
Six months ended 30 June 2025 Six months ended 30 June 2024 As at 30 June 2025 As at 30 June 2024 As at 31 December 2024 As at 30 June 2025 As at 30 June 2024 As at 31 December 2024
£000 £000 £000 £000 £000 £000 £000 £000
Trading transactions
Ardent 4,239 4,119 996 1,346 669 2 426 -
The Housing Forum 23 26 - - - - - -
Transactions between the Group and its joint ventures are disclosed as
follows:
Six months ended 30 June 2025 Six months ended 30 June 2024
£m £m
Land sales to joint ventures 0.7 41.3
Management fees charged to joint ventures 17.3 22.4
Goods and services procured on behalf of and recharged to joint ventures 116.9 111.9
Dividends declared by joint ventures 16.1 8.6
Interest charged to joint ventures 15.9 14.4
Amounts owed by related parties Amounts owed to related parties
As at 30 June 2025 As at 30 June 2024 £m As at 31 December 2024 £m As at 30 June 2025 As at 30 June 2024 £m As at 31 December 2024
£m £m £m
Balances with joint ventures 618.7 493.6 548.7 120.7 119.8 97.6
Sales to related parties including joint ventures are based on normal
commercial payment terms available to unrelated third parties, without
security. Interest rates on the loans made to joint ventures are set as part
of the joint venture agreement. Typically, the partners charge interest based
on the Bank of England base rate plus a margin, although the Group has some
loans to joint ventures where interest is charged at a fixed rate of between
nil and 5.0%. Loans are repayable when the joint venture has surplus funds and
must be fully repaid by the completion of the development. All balances with
related parties are expected to be settled in cash. In some instances, the
Group procures goods and services on behalf of joint ventures and recharges
the cost to the joint venture at nil margin.
As at the reporting date, five (30 June 2024: two) of the Group's employees
have a close family member on the Executive Leadership Team. These individuals
were recruited through the normal interview process and are employed at
salaries commensurate with their experience and roles. The combined annual
salary and benefits of these individuals is expected to be less than £0.9m
(30 June 2024: £0.3m).
There have been no other related party transactions in the period which have
materially affected the financial performance or position of the Group, and
which have not been disclosed.
18. Events after the reporting period
On 1 July 2025, the Group completed the refinancing of the term loan and
revolving credit facility which were due to expire in September 2026 and
December 2026 respectively. These have each been extended to 30 April 2028 on
the same terms.
In the period from 1 July 2025 to 9 September 2025, the Group purchased a
further 2.7m ordinary shares, 2.2m of which were also subsequently cancelled,
for a total consideration of £16.7m (including stamp duty and fees).
There were no other material events arising after the reporting date.
19. Adjusted performance measures
In addition to the IFRS (reported) measures disclosed, the Group uses certain
non-IFRS alternative performance (adjusted) measures to assess its operational
performance. Definitions and reconciliations to IFRS measures, where relevant,
are provided below.
Alternative performance measure Definition
Adjusted revenue Statutory revenue plus the Group's proportional share of joint ventures'
revenue.
Adjusted operating profit Statutory operating profit excluding exceptional items and amortisation of
acquired intangible assets plus the Group's proportional share of joint
ventures' operating profit.
Adjusted operating margin Adjusted operating profit divided by adjusted revenue.
Adjusted net financing expense Statutory net finance expense excluding exceptional items plus the Group's
proportional share of joint ventures' net finance expense.
Adjusted profit before tax Statutory profit before tax excluding exceptional items, amortisation of
acquired intangible assets and the Group's proportional share of joint
ventures' tax.
Adjusted income tax expense Statutory income tax expense excluding the tax effect of exceptional items and
amortisation of acquired intangible assets, tax on joint ventures included in
profit before tax and the adjustment of one-off tax items.
Adjusted effective tax rate (ETR) Adjusted ETR represents the underlying tax rate for the Group before the
impact of one-off tax items. It is defined as the statutory headline rate
adjusted for the Group's liability to Residential Property Developer Tax
(RPDT).
Adjusted basic earnings per share (EPS) Adjusted profit before tax less adjusted income tax expense, divided by the
weighted average number of ordinary shares for the period.
Net debt Cash and cash equivalents less total borrowings (excluding lease liabilities).
Capital employed Statutory net assets less goodwill, intangible assets, net debt, retirement
benefit asset and building safety provision.
Tangible net asset value (TNAV) Statutory net assets less goodwill, intangible assets and net debt.
Return on capital employed (ROCE) Adjusted operating profit divided by average capital employed. For the six
month periods ended 30 June, the pro-rated 6-month average capital employed is
used.
Reconciliation between adjusted profit or loss measures and reported measures
Six months ended 30 June 2025
Revenue Operating profit Net finance expense Share of profit from joint ventures Profit before tax Tax Profit after tax
£m £m £m £m £m £m £m
Reported measures 1,635.6 58.1 (32.5) 15.3 40.9 (9.6) 31.3
Adjusting items:
Exceptional items(1) - 14.3 5.3 - 19.6 (5.7) 13.9
Share of joint ventures(2) 217.6 32.2 (16.6) (15.3) 0.3 (0.3) -
Amortisation of acquired intangible assets(3) - 19.8 - - 19.8 (5.7) 14.1
Other tax items(4) - - - - - (1.2) (1.2)
Total adjusting items 217.6 66.3 (11.3) (15.3) 39.7 (12.9) 26.8
Adjusted measures 1,853.2 124.4 (43.8) - 80.6 (22.5) 58.1
Six months ended 30 June 2024 Restated (note 2)
Revenue Operating profit Net finance expense Share of profit from joint ventures Profit before tax Tax Profit after tax
£m £m £m £m £m £m £m
Reported measures 1,723.5 114.1 (32.6) 9.7 91.2 (21.8) 69.4
Adjusting items:
Exceptional items(1) - 5.2 3.9 - 9.1 (2.6) 6.5
Share of joint ventures(2) 251.0 23.1 (12.4) (9.7) 1.0 (1.0) -
Amortisation of acquired intangible assets(3) - 19.4 - - 19.4 (4.9) 14.5
Other tax items(4) - - - - - (4.3) (4.3)
Total adjusting items 251.0 47.7 (8.5) (9.7) 29.5 (12.8) 16.7
Adjusted measures 1,974.5 161.8 (41.1) - 120.7 (34.6) 86.1
1. Exceptional items are those which the Directors consider to be material by
size and/or irregular in nature. The adjusted measures exclude these items in
order to more clearly show the underlying business performance of the Group.
Details of the exceptional items are shown in note 4.
2. The Group undertakes a significant portion of its activities through joint
ventures with its partners. In accordance with IFRS, the Group's statement of
profit or loss and other comprehensive income includes its share of the
post-tax results of joint ventures within a single line item. The Directors
believe that showing the Group's proportional share of revenue, operating
profit, net finance expense and profit before tax within the respective
adjusted measures better reflects the full scale of the Group's operations and
performance.
3. The amortisation charge relates to intangible assets which arose on the
acquisitions of Linden Homes and Partnerships from Galliford Try PLC and of
Countryside Partnerships PLC. The charge is non-cash and was set at the time
of the acquisition. The Directors consider that this needs to be excluded in
the adjusted measure to show the underlying business performance of the Group
more clearly.
4. The Directors consider that one-off tax items need to be excluded such that
the adjusted income tax expense represents the underlying tax charge for the
Group.
Revenue by type 2025 2024
Six months ended 30 June Reported measures Adjusting items Adjusted measures Reported measures Adjusting items Adjusted measures
£m £m £m £m £m £m
Open Market sales 497.7 100.1 597.8 511.4 96.6 608.0
Partner Funded sales 1,029.5 93.5 1,123.0 1,111.6 142.7 1,254.3
Other 108.4 24.0 132.4 100.5 11.7 112.2
Revenue 1,635.6 217.6 1,853.2 1,723.5 251.0 1,974.5
Adjusted basic earnings per share (EPS)
Six months ended 30 June 2025 2024 Restated (note 2)
Adjusted earnings (£m) 58.1 86.1
Weighted average number of ordinary shares (m) 329.5 341.6
Adjusted basic earnings per share (p) 17.6 25.2
Tangible net asset value (TNAV) and capital employed
TNAV measures the intrinsic value of the tangible assets held by the Group to
shareholders. Capital employed is a key input for determining ROCE and
represents the capital used to generate adjusted operating profit.
As at 30 June 2025 As at 30 June 2024 Restated (note 2) As at 31 December 2024
£m
£m £m
Net assets 3,247.8 3,279.5 3,235.9
Goodwill (827.6) (827.6) (827.6)
Intangible assets (349.0) (389.8) (368.8)
Net debt 293.1 322.0 180.7
Tangible net assets 2,364.3 2,384.1 2,220.2
Retirement benefit asset (32.7) (34.7) (31.7)
Building safety provision 313.8 280.7 324.4
Capital employed 2,645.4 2,630.1 2,512.9
Period ended 30 June 2025 Period ended 30 June 2024 Restated (note 2) Year ended 31 December 2024
£m £m £m
Opening capital employed 2,512.9 2,410.6 2,410.6
Closing capital employed 2,645.4 2,630.1 2,512.9
Average capital employed 2,579.2 2,520.4 2,461.8
Return on capital employed (ROCE)
This measures the profitability and efficiency of capital being used by the
Group and is calculated as shown below.
Period ended 30 June 2025 Period ended 30 June 2024 Restated (note 2) Year ended 31 December 2024
Adjusted operating profit (£m) 124.4 161.8 358.2
Pro-rated average capital employed (£m) 1,289.6 1,260.2 2,461.8
ROCE (%) 9.6 12.8 14.6
Forward order book
The Group's forward order book comprises the unexecuted element on contracts
that have been secured including those which are reported within its joint
ventures. The Directors believe that showing the Group's share of joint
venture orders better reflects the full scale of the Group's pipeline.
Additionally, reservations made on open market sales have been included given
they are a commitment made by a customer against a specific plot.
As at 30 June 2025 As at 30 June 2024 As at 31 December 2024
£m £m £m
Transaction price allocated to unsatisfied performance obligations 3,548.7 4,270.3 3,711.6
Add: Share of forward orders included within joint ventures 481.4 586.1 551.2
Add: Open market reservations 264.0 293.0 178.0
Forward order book 4,294.1 5,149.4 4,440.8
Statement of directors' responsibilities
The Directors confirm that these condensed consolidated interim financial
statements have been prepared in accordance with 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 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 consolidated set of
financial statements, and 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 maintenance and integrity of the Vistry Group PLC website is the
responsibility of the Directors; the work carried out by the authors does not
involve consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that might have occurred to the interim
financial statements since they were initially presented on the website.
The Directors of Vistry Group PLC are listed in the Vistry Group PLC annual
report for the year ended 31 December 2024, with the exception of Dr Margaret
Christine Browne who resigned from the board on 14 May 2025.
A list of the current directors is maintained on the Vistry Group PLC website:
www.vistrygroup.co.uk (http://www.vistrygroup.co.uk)
By order of the Board
Greg Fitzgerald Tim Lawlor
Executive Chair and Chief Executive Officer Chief Financial Officer
9 September 2025
Independent review report to Vistry Group PLC
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Vistry Group PLC's condensed consolidated interim financial
statements (the "interim financial statements") in the Half year results of
Vistry Group PLC for the 6 month period ended 30 June 2025 (the "period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with 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.
The interim financial statements comprise:
· the Group statement of financial position as at 30 June 2025;
· the Group statement of profit and loss and other comprehensive income
for the period then ended;
· the Group statement of cash flows for the period then ended;
· the Group statement of changes in equity for the period then ended;
and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Half year results of Vistry
Group PLC have been prepared in accordance with 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.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making 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.
We have read the other information contained in the Half year results and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
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 the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Half year results, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the Half year results in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the Half year results, including the
interim financial statements, the directors are responsible for assessing the
group's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Half year results based on our review. Our conclusion,
including our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the Basis for
conclusion paragraph of this report. This report, including the conclusion,
has been prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
9 September 2025
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