Half-year report
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Renewi plc (RWI)
10 November 2020
Renewi plc
("Renewi", the "Company" or, together with its subsidiaries, the "Group")
Resilient first half trading and positive outlook
Renewi plc (LSE: RWI), the leading international waste-to-product business, announces its interim results for the six months ended 30 September 2020 ("H1").
Summary
Drivers for sustained future earnings growth remain strong
1Numbers quoted on an ongoing business basis (excluding our Reym and Canadian businesses which were disposed of in the prior year) and are stated on a consistent IFRS 16 basis *Core net debt, which is used for banking leverage calculations, excludes the impact of IFRS 16 lease liabilities and net debt relating to the UK PPP contracts
Commenting on the results, Otto de Bont, Chief Executive Officer, said: "We delivered a resilient performance in the first half, materially ahead of our Covid-19 adjusted expectations, thanks to the determined efforts of our people. We delivered seamless service to our customers and communities, introducing important innovations in products, services and operational measures to keep our people safe. Strong actions on cost and cash resulted in positive cash flows and a reduction in both net debt and leverage. I would like to thank our 6,800 employees for their ongoing commitment and flexibility to support our customers and continually make more from waste in these challenging times.
"The Board remains cautious about the macroeconomic outlook, in particular any potential future slowdown in the later-cycle Dutch construction market. Whilst further lockdown measures to contain Covid-19 have recently been reintroduced in the Benelux and could persist during the rest of the second half, our resilient trading in the first half, which included a period of extensive lockdown measures in the first quarter, allows us to anticipate a full year performance which is materially ahead of our previous expectations.
"Longer term, whilst the speed and extent of economic recovery will influence our performance, waste volumes have historically been resilient through cycles and the transition to increased recycling will continue to support our business model. The sustainability agenda and the potential for a "green recovery" supported by the EU and national governments are expected to present attractive opportunities for Renewi to convert waste into a wider range of high-quality secondary materials. We remain confident that our three strategic growth initiatives - recovery of earnings at ATM, the Renewi 2.0 programme and our innovation pipeline - will deliver significant additional earnings over the next three years and beyond."
Financial Highlights
1The definition and rationale for the use of non-IFRS measures are included in note 18. Ongoing businesses as presented for the prior year exclude the financial results for the Canada Municipal business which was sold on 30 September 2019 and the Reym business which was sold on 31 October 2019 as set out on page 4. The Canada Municipal segment met the definition of a discontinued operation and is recorded as such. * Core net debt, which is used for banking leverage calculations, excludes the impact of IFRS 16 lease liabilities and net debt relating to the UK PPP contracts.
The results for both this year and the prior year comparative period are reported applying IFRS 16. Where appropriate, we also disclose certain metrics on an IAS 17 basis as this is relevant particularly for the calculation of leverage with regard to banking covenants.
Notes:
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Forward-looking statementsCertain statements in this announcement constitute 'forward-looking statements'. Forward-looking statements may sometimes, but not always, be identified by words such as 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends' or similar expressions. These forward-looking statements are subject to risks, uncertainties and other factors which, as a result, could cause Renewi's actual future financial condition, performance and results to differ materially from the plans, goals and expectations set out in the forward-looking statements. Such statements are made only as at the date of this announcement and, except to the extent legally required, Renewi undertakes no obligation to revise or update such forward-looking statements.
GROUP RESULTS
Renewi made two strategic disposals in the prior year, generating €107m gross cash proceeds. The table above includes the contribution that they made in the first half of last year prior to their disposal: discontinued operations include the results of the Canada Municipal segment, which was sold on 30 September 2019, and Reym is shown separately and was sold on 31 October 2019. Renewi subsequently changed the divisional and reporting structure from 1 April 2020 and the prior year comparatives for the ongoing businesses have been restated. The underlying figures above are reconciled to statutory measures in note 3 in the consolidated interim financial statements. These results hereafter report on ongoing businesses as we believe that this gives a clearer comparator unless otherwise stated.
Stronger than expected volumes and effective cost action enabled Renewi to materially outperform its Covid-19 adjusted expectations in the first half. Group revenue from ongoing businesses fell by just 3% to €821.4m, with growth in the Mineralz & Water Division partially offsetting a fall in Commercial and Specialities Divisions. Underlying EBITDA fell by 3% to €88.5m and underlying EBIT fell by 25% to €28.3m. Non-trading and exceptional items after tax in the first half were reduced by 86% to €8.1m (2019: €60.2m), resulting in a statutory profit after tax of €3.5m (2019: loss of €35.4m).
The Group delivered an 89% increase in free cash inflow to €97.8m (2019: €51.8m). Working capital inflow was €58.8m, reflecting €54.1m of government tax deferrals in the period and no adverse movement in days sales outstanding in the first half. The total taxation deferral of €60.1m principally relates to the Netherlands and is now expected to be repaid in 36 equal monthly instalments from July 2021 onwards. Cash outflow on onerous Municipal contracts was reduced to €8.2m from €21.2m, as anticipated. Replacement capital expenditure was well controlled at €23.7m (2019: €29.2m) and the Group is on track to deliver the committed €60m of cash savings for the full year as set out later in this review. The Group generated net core cash of €87.6m during the period.
Core net debt, excluding IFRS 16 lease liabilities, was reduced to €381m, representing a net debt to EBITDA ratio of 2.69x (September 2019: 2.88x), well within the Group's temporarily amended covenant of 5.5x. IFRS 16 increases the lease liabilities by €210m in addition to this. There are no facility or bond redemptions until mid-2022.
The Board will not be declaring an interim dividend, taking into account the ongoing uncertainty around Covid-19 and a primary focus on further leverage reduction.
Commercial Division
Following the change in the composition of the reporting segments from 1 April 2020, Netherlands Commercial now includes Orgaworld, previously in Monostreams, and includes a proportion of group central costs. All prior year comparatives have been restated. The return on operating assets for Belgium excludes all landfill related provisions. Our Commercial Waste division is the market leader in the Benelux, collecting and processing waste into product from almost every sector of the economy. It has therefore been inevitable that the measures taken by governments to manage Covid-19, especially in the first quarter, had a negative impact on volumes.
In the Netherlands, volumes recovered from 94% of prior year in the first quarter to 97% in the second quarter, with strong construction and bulky waste activity offsetting weakness in commercial roller bin collection, especially in Covid-affected sectors such as hospitality. Revenues were down 3% to €397m. Recyclate income fell 20%, with prices weak compared to prior year, although not as weak as expected. This was offset by price increases successfully implemented on 1 January 2020 and by our dynamic pricing which passes much of the impact of weak recyclate prices on to the waste producing customer. EBITDA only reduced by 4% to €50.3m, although EBIT was 19% lower at €21.1m, with a 110 bps fall in EBIT margin to 5.3%. Return on operating assets remained accretive at 12.0% despite the weak markets.
In Belgium, government measures to manage Covid-19 were significantly more stringent than in the Netherlands and accordingly volume falls during lockdown were greater. Volumes fell to 76% of prior year in the first quarter, recovering to 91% in the second quarter. Two processing lines in Belgium are being permanently closed in order to manage the reduced activity as part of the structural cost programme described in detail below. Revenues fell by 11% to €198m, EBITDA fell by 20% to €22.6m and EBIT by 43% to €8.3m. Margins fell to 4.2% but return on operating assets remained accretive at 21.3%.
Mineralz & Water Division
Following the change in the composition of the reporting segments from 1 April 2020, this Division includes the previous Hazardous Waste division and Mineralz previously in Monostreams and includes a proportion of group central costs. All prior year comparatives have been restated. The return on operating assets excludes all landfill related provisions.
Mineralz & Water Division is a new division comprising ATM, the hazardous waste treatment facility, and the Mineralz business from our former Monostreams Division which has facilities treating contaminated soils and bottom ashes as well as three landfill sites. At ATM, soil volumes processed on the TRI line increased by 43% to around 30% of capacity and the volume of new construction products sold also increased by 46% at better prices and for lower processing costs per tonne. Water volumes fell by 10% with Covid-19 and low oil prices reducing customer activity. Pyro volumes also fell 5%, with the impact fully offset by higher pricing. At Mineralz the first quarter saw lower volumes at the Braine and Zweekhorst landfills offset by a strong recovery in the second quarter. Revenues increased by 21% to €90.4m. Underlying EBITDA increased by 23% to €10.0m, while underlying EBIT fell by 8% to €2.3m, primarily reflecting increased depreciation at the new Maasvlakte extension.
Specialities Division
Following the change in the composition of the reporting segments from 1 April 2020, this Division includes the previous UK Municipal business together with Coolrec and Maltha previously in Monostreams and includes a proportion of group central costs. All prior year comparatives have been restated. Underlying EBIT includes utilisation of €6.1m (2019: €5.9m) from onerous contract provisions. Return on operating assets excludes the UK Municipal business.
Specialities Division is a new division comprising the Municipal PPP contracts in the UK alongside our Coolrec and Maltha businesses. Specialities was significantly impacted in the first quarter with severe disruption to input volumes at Coolrec and output volumes at Maltha and the volume impact of restrictions for HWRCs in the UK. The Division recovered well in the second quarter, with volumes picking up especially strongly in Coolrec. Revenues fell by 6% to €149.4m, while EBITDA increased by 2% to €4.5m and EBIT by €0.2m to break even. Cash spend through the Municipal onerous contracts reduced by 61% from €21.2m to €8.2m, reflecting the cash impact of the exit from the Derby PPP contract last year.
Operational and financial actions to manage Covid-19
As previously reported, our response to Covid-19 focused on maintaining operations and keeping people safe, alongside actions to cut cost, preserve cash and to ensure significant liquidity and covenant headroom.
Thanks to the agility and the determination of our 6,500 people, we have been able to maintain full-service capability across the Group. PPE, including new safety vests and face masks, along with hygiene and social distancing measures have helped to protect the operational workforce as they collect and process the waste. Office workers have been able to transition to working from home with minimal impact on productivity. Wide-ranging training, activities and programmes have focused on protecting mental health as well as physical well-being. We were able to contribute at the height of the first wave to an innovative recycling scheme to recycle used face masks and return them to front line health workers. Our Ecosmart business has now installed over 1,000 Qubic hand sanitising stations to offices in the Netherlands.
Actions across the Group have delivered cost savings of €10m in the first half, on track to be ahead of our previously announced target for the year of €15m with a full year expectation of greater than €18m, comprising €9m from operational cost savings, €8m from staffing cost savings, and €1m from announced structural actions. These have included both operational cost savings, such as route optimisation, reduced maintenance spend, and lower discretionary costs, as well as staffing cost savings, which have included reduction in temporary staff, overtime, hiring freezes, and reductions in Board and executive salaries and incentives.
More structural reductions are also being put in place as part of a specific programme to address Covid-19 volume drops and a potential subsequent recession, including the permanent closure of two lines at Ghent and Houthalen. Depending upon future volumes, further lines and sites may also be closed, reducing our cost base as we enter FY22. The cost of this programme of structural action is being taken to exceptional items and is reported on in the Finance Review below.
Additional strong action has also been taken on cash. Capex was €22m lower than originally expected, and net replacement capital expenditure was restricted to €23.7m, 19% below last year. Other cash spend on Municipal contracts, growth capital projects and restructuring was significantly reduced compared to the prior year. The outlook for the full year cash savings has increased by over 10% to €67m. In addition there has been €60m of cash savings from tax deferrals.
STRATEGIC PROGRESS
End markets positive
The long-term outlook for our core markets and activities remains positive. The EU and national governments continue to progress their circular and low-carbon agendas with a clear focus to "build back better" with a green recovery. Examples of this ongoing supportive progress include consultation in the Netherlands regarding the phased implementation of CO2 taxes on major carbon emitters, driving the low carbon economy and the associated need for secondary raw materials. These are expected to start from 2021 with a significant impact growing from 2023 towards a peak in 2030. In Belgium, the Flemish government is intending to introduce the next phase of its key recycling legislation, Vlarema 8, from 2023. Vlarema 8 will further require waste producers to sort their waste streams more extensively themselves or to ensure that their waste is collected by a processor who can do it on their behalf. This is expected to drive increased demand for sorting capacity in Flanders. European ambition for the circular economy, including high recycling targets and mandatory recycled content in plastic goods, will further increase pressure for high quality recycling, enhanced by further regulation on exports of plastic by OECD countries and the increasing unwillingness of export markets to take plastic waste. Recycling companies are considered key partners to allow governments to achieve the objectives of the Circular Economy Action Plan.
Strategy and value drivers
Renewi outlined its new strategy with its full year results in June 2020, with three key value drivers to deliver additional earnings of up to €60m in the coming three to five years: our market facing strategy, including our circular innovations pipeline; the recovery of full throughput of our thermal soil line at ATM; and our Renewi 2.0 programme to digitise and simplify our core processes.
The recovery of up to €20m of lost earnings at ATM is on track in the first year of a three-year recovery plan. This is dependent upon reopening the thermally cleaned soil market (TGG), increasing capacity, certification and sales for our new construction materials and refilling the inbound contaminated soil project pipeline. An initial shipment of TGG was completed in May and further outlets of up to 1MT are in late stage discussions with the relevant authorities, some of which are expected to become available in the second half. New silos and other storage equipment to enable the separation of cleaned soil into construction materials, like sand, gravel and filler, are being installed and will be commissioned on time in the fourth quarter. The order book for contaminated soil is building steadily but projects may be subject to delay as a result of Covid-19.
Our Renewi 2.0 programme has also made positive progress during the first half. Secured savings are slightly ahead of plan at €2.5m, despite some elements of the programme deliberately being delayed due to Covid-19. Initial modules of two projects namely the MyRenewi customer interface and the digital procure-to-pay system are expected to go live in the second half.
The market facing strategy focuses on three main objectives:
In order to address these market opportunities, we have put in place an innovation process and have a range of innovation opportunities for Renewi to invest in over the coming five years.
Good progress in first half
Good progress has been made with the innovation pipeline, focused on high quality secondary materials for the growing circular economy.
Delivering our sustainability objectives
In June we launched our new sustainability strategy, centred around three themes: Enable the circular economy; Reduce carbon emissions and waste; and Care for people.
We are pleased to report good progress in all three themes.
Sustainability highlights
Reinstated remuneration schemes
As previously announced, the Board and Executive Directors took a voluntary 20% reduction in income during the first quarter and the Executive Committee took a 10% reduction. Bonus payments relating to the prior year were also made in shares, saving around €1.5m in cash. At the same time, we announced that the annual bonus scheme for FY21 would be suspended until further notice. The remuneration committee has, following consultation with advisers as to good practice, now put in place a reduced revised scheme for FY21.
OUTLOOK
The Board remains cautious about the macroeconomic outlook, in particular any potential future slowdown in the later-cycle Dutch construction market. Whilst further lockdown measures to contain Covid-19 have recently been reintroduced in the Benelux and could persist during the rest of the second half, our resilient trading in the first half, which included a period of extensive lockdown measures in the first quarter, allows us to anticipate a full year performance which is materially ahead of our previous expectations.
Longer term, whilst the speed and extent of economic recovery will influence our performance, waste volumes have historically been resilient through cycles and the transition to increased recycling will continue to support our business model. The sustainability agenda and the potential for a "green recovery" supported by the EU and national governments are expected to present attractive opportunities for Renewi to convert waste into a wider range of high-quality secondary materials. We remain confident that our three strategic growth initiatives - recovery of earnings at ATM, the Renewi 2.0 programme and our innovation pipeline - will deliver significant additional earnings over the next three years and beyond.
FINANCE REVIEW
As reported above, we are presenting our underlying performance of ongoing businesses using comparatives that exclude the prior year contributions of Reym, which was reported in continuing business until its disposal on 31 October 2019, and our Canadian business which was accounted for as a discontinued business until its disposal on 30 September 2019.
Performance in the first six months ending 30 September 2020 was materially ahead of our initial Covid-19 expectations, with a strong recovery in the second quarter as the lockdowns eased in all territories. Revenue and underlying EBITDA for the ongoing businesses fell by 3% and underlying EBIT fell by 25% to €28.3m. EBITDA add backs increased by €6.8m, primarily driven by depreciation on IFRS 16 truck investments and the new Maasvlakte extension. A lower level of interest and exceptional charges in the current period has resulted in a profit before tax of €4.4m compared to a loss of €17.8m in the prior year.
Non-trading and exceptional items excluded from pre-tax underlying profits To enable a better understanding of underlying performance, certain items are excluded from underlying EBIT and underlying profit before tax due to their size, nature or incidence. Total non-trading and exceptional items were reduced by 84% to €10.9m (2019: €47.6m plus €18.9m from discontinued operations), of which €4.5m relates to non-cash asset impairments and amortisation. We have two ongoing programmes to deliver value to Renewi, the costs of which are accounted for as exceptional due to their size and nature. These are the Renewi 2.0 programme, as launched with our year end results in June 2020, and the other is a cost action programme to reduce capacity.
As previously announced, the Renewi 2.0 programme is intended to complete the creation of a modern waste-to-product company with digital interfaces to customers and suppliers, supported by modern, lean and efficient core processes. These include the introduction of a cloud-based source to pay system and the creation of Global Process Owners for core processes to standardise and reduce inefficiency. We believe that Renewi 2.0 will deliver cost benefits at an annualised run rate of €20m by March 2023. The cost of the programme is expected to be €40m, split between capital and an exceptional charge. This includes around €4m of IT integration costs carried over from the original integration programme and now merged with the digitisation plans of Renewi 2.0. Secured benefits of €2.5m are slightly ahead of plan, while costs relating to Renewi 2.0 were €3.6m in the period, in line with expectations.
As reported earlier in the Group Results section, we are taking structural cost action to reduce capacity in the light of Covid-19 and ongoing lower economic activity. €2.8m of cash costs and €3.2m of asset impairments have been reflected following the decision to close two processing lines in Belgium. We anticipate further actions will be taken in the second half, depending on forecast volumes. While not yet fully quantified, the cash cost is likely to be less than €5m.
Further details are provided in note 5 to the consolidated interim financial statements.
Operating profit from continuing operations, after taking account of all non-trading and exceptional items, was €17.0m (2019: €1.0m).
Net finance costs Net finance costs from continuing operations, excluding exceptional items, decreased by €4.2m to €13.5m (2019: €17.7m). The key drivers relate to changes to the Group borrowings which benefit from lower debt following the €107m gross disposal proceeds received in September and October 2019, a lower rate secured by new cross currency swaps, and the impact of the 123 bps lower coupon on the retail bonds taken out in July 2019 compared to the previous bonds. The reduction in rates for discount unwind of provisions as reflected in March has resulted in the charge for the current period being €0.6m lower than last year. Adjusting for the disposal of Reym, lease interest costs have increased by €0.5m from the same period last year as a result of new IFRS 16 lease contracts entered into. Further details are provided in note 6 to the consolidated interim financial statements.
Taxation Total taxation for the year on continuing operations was a charge of €0.9m (2019: €1.0m). The effective tax rate on underlying profits from continuing operations at 24.5% was unchanged from the prior year. A tax credit of €2.8m is attributable to the non-trading and exceptional items of €10.9m as the majority of these are taxable.
The Group statutory profit after tax, including all discontinued and exceptional items, was €3.5m (2019: €35.4m loss).
Earnings per share (EPS) Underlying EPS from ongoing businesses, excluding non-trading and exceptional items, was 1.5 cents per share, a decrease of 21% on a like for like basis. Basic EPS from continuing operations was 0.5 cents per share compared to a loss of 2.4 cents per share in the prior year.
Dividend As announced previously, and taking into account the ongoing uncertainty around Covid-19, the Board has decided not to pay an interim dividend for the period to September.
CASH FLOW PERFORMANCE
The cash performance table is derived from the statutory cash flow statement and reconciliations are included in note 18 in the consolidated interim financial statements.
The numbers for the prior period include both continuing and discontinued operations. Free cash flow conversion is free cash flow as a percentage of underlying EBIT.
Free cash flow was strong at €97.8m, an increase of €46m from the prior period boosted by a strong working capital performance. Working capital was an inflow of €58.8m benefitting from the Covid-19 tax deferrals, which increased from €6m at March to €60.1m at September. Customer collections have remained strong in the first six months despite Covid-19, with minimal impact on days sales outstanding. We continue to expect a deterioration in this area in the second half if governmental support starts to fall away.
Replacement capital spend, excluding new IFRS 16 leases, was well controlled at €23.7m (2019: €29.2m) as capital spend was restricted given the pandemic. In addition, €24.7m of new leases have been entered into, principally relating to the continuation of the truck replacement programme. Total replacement capital spend of €48.4m represents c.80% of depreciation. The growth capital spend includes the new silos and infrastructure for construction materials at ATM and final payments relating to the expansion of the Maasvlakte landfill site.
In line with expectations, spend on UK Municipal contracts at €8.2m was significantly lower than in prior periods. Synergy, integration and restructuring spend of €5.6m related to the Renewi 2.0 programme together with carry forward costs from the original integration programme. Other cash flows include €1.7m funding for the closed UK defined benefit pension scheme.
Net cash generated from operating activities increased from €81.2m in the prior period to €129.4m in the current year. A reconciliation to the underlying cash flow performance as referred to above is included in note 18 in the consolidated interim financial statements.
INVESTMENT PROJECTS
Expenditure in 2020/21 The Group's long-term expectations for replacement capital expenditure remain around 80% of depreciation. This level may from time to time be supplemented with larger scale replacement projects. As previously announced the total capital spend for FY21 was lowered as a result of the pandemic and remains at c.€75m. This spend will include the new infrastructure for the construction materials at ATM which is well underway in the first half and a new de-packaging hall in Organics in Commercial Netherlands.
Return on assets The Group return on operating assets (excluding debt, tax and goodwill, ongoing businesses only) decreased from 19.0% at 31 March 2020 to 17.0% at 30 September 2020. The Group post-tax return on capital employed was 5.3% (31 March 2020 ongoing businesses only: 6.0%).
Treasury and cash management
Core net debt and leverage ratios Core net debt excludes IFRS 16 lease liabilities and the net debt relating to the UK PPP contracts which is non-recourse to the Group and secured over the assets of the special purpose vehicles. Core net debt was better than management expectations at €381.1m (31 March 2020: €457.2m) with working capital and capital expenditure well controlled and the benefit of Covid-19 related tax deferrals principally in the Netherlands. Net debt to EBITDA was 2.69x, comfortably within our amended covenant limit for the period of 5.5x. Adjusting for the Covid-19 tax deferral of €60.1m would result in an adjusted net debt to EBITDA ratio of 3.10x; these deferrals are now expected to be repaid in 36 monthly instalments from July 2021 onwards. In May 2020 we secured a new structure of higher covenant test levels to ensure solvency through the Covid-19 crisis. Leverage covenant peaks at 6.0x for March 2021, falling back to 3.5x in September 2021. Liquidity was also very strong with cash balances of €136m and total liquidity, including undrawn facilities, of €325m.
Debt structure and strategy Borrowings, excluding PPP non-recourse borrowings, are mainly long-term as set out in the table below.
All of our core borrowings of bonds and loans are green financed. The main facility has been hedged with five cross currency swaps totalling €237.0m at fixed Euro interest rates of between 1.27% and 1.41% which expire between July 2022 and December 2022. As at 30 September 2020, 86% of our core debt was fixed or hedged. The introduction of IFRS 16 on 1 April 2019 brought additional lease liabilities onto the balance sheet with an associated increase in assets. Covenants on our main bank facilities remain on a frozen GAAP basis. The Group operates a committed invoice discounting programme. The cash received for invoices sold at 30 September 2020 was €74.7m (March 2020: €88.0m). Debt borrowed in the special purpose vehicles (SPVs) created for the financing of UK PPP programmes is separate from the Group core debt and is secured over the assets of the SPVs with no recourse to the Group as a whole. Interest rates are fixed by means of interest rate swaps at contract inception. At 30 September 2020 this debt amounted to €84.2m (31 March 2020: €90.0m).
PROVISIONS AND CONTINGENT LIABILITIES Around 85% of the Group's provisions are long-term in nature, with the onerous contract provisions against the PPP contracts being utilised over 20 years and landfill provisions for many decades longer. The provisions balance classified as due within one year amounts to €45m, including €7m for restructuring, €21m for Municipal onerous contracts and €6m for landfill related spend. Details of contingent liabilities are set out in note 16 of the financial statements and the Group does not expect any of these to crystallise in the coming year. Retirement benefits The Group has a defined benefit pension scheme for certain UK employees which has been closed to new entrants since September 2002 and was closed to future benefit accrual from 1 December 2019. At 30 September 2020, the scheme had moved back to a deficit of €0.8m from a surplus of €16.0m at 31 March 2020. The move in the period was due to a significant decrease in the discount rate assumption from March together with an increase in inflation which was only partially offset by an increase in asset returns. There are also several defined benefit pension schemes for employees in the Netherlands and Belgium which had a retirement benefit deficit of €7.5m at 30 September 2020, unchanged from March.
PRINCIPAL RISKS AND UNCERTAINTIES Renewi operates a risk management framework to identify, assess and control the most serious risks facing the Group. The 2020 Annual Report (pages 80 to 83) provides a discussion of the Group's principal risks and uncertainties. The Board believes that the key risks and associated mitigation strategies have not changed in the period. The principal risk event that Renewi, like all companies, has been addressing is the short and longer term impact of Covid-19. The health and wellbeing of our people is our key priority. We have put in place a full range of measures to mitigate the impact of Covid-19 on our people, customers and operations. These are aligned with guidance given by national governments. To date we have seen low levels of infection in the workforce, an ongoing ability to serve customers, and an effective transition of office-based workers to work from home with high productivity and appropriate support for their well-being. To address the economic impacts of Covid-19, we have implemented effective cost reduction measures and plans to preserve cash. The ongoing risk factors related to the pandemic are being monitored and are included in our key strategic risks. They are primarily related to: health and safety; product pricing, demand and quality; residue pricing and capacity; labour availability; input volumes; and cyber threat.
GOING CONCERN The Directors have adopted the going concern basis in preparing these consolidated interim financial statements after assessing the Group's principal risks including the risks arising from the Covid-19 pandemic. Further details of the modelling and scenarios prepared are set out in note 2 of the financial statements. Having considered all the elements of the financial projections, sensitivities and mitigating actions, the Directors confirm they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and to meet its covenants.
STATEMENT OF THE DIRECTORS' RESPONSIBILITIES
A list of current Directors is maintained on the Renewi plc website: www.renewiplc.com.
By order of the Board
O de Bont T Woolrych Chief Executive Officer Chief Financial Officer 9 November 2020 9 November 2020
Consolidated Interim Income Statement (unaudited) First half ended 30 September 2020
Consolidated Interim Statement of Comprehensive Income (unaudited) First half ended 30 September 2020
As at 30 September 2020
First half ended 30 September 2020
The exchange reserve comprises all foreign exchange differences arising since 1 April 2005 from the translation of the financial statements of non-Euro denominated operations, excluding those disposed of, as well as from the translation of liabilities that hedge the Group's net investment in foreign operations.
First half ended 30 September 2020
*Cash and cash equivalents at 30 September 2019 represented €107.9m as shown on the balance sheet and €18.1m included in assets of disposal groups classified as held for sale as set out in note 15.
Notes to the Consolidated Financial Statements
1. General information
Renewi plc is a public limited company listed on the London Stock Exchange with a secondary listing on Euronext Amsterdam. Renewi plc is incorporated and domiciled in Scotland under the Companies Act 2006, registered number SC077438. The address of the registered office is 16 Charlotte Square, Edinburgh, EH2 4DF. The nature of the Group's operations and its principal activities are set out in note 3.
2. Basis of preparation
This condensed set of consolidated interim financial statements for the six months ended 30 September 2020 has been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority and with IAS 34 Interim Financial Reporting as adopted by the European Union (EU). They should be read in conjunction with the 2020 Annual Report and Accounts, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and related interpretations adopted by the EU and comply with Article 4 of the EU IAS Regulation and with those parts of the Companies Act 2006 applicable for companies reporting under IFRS. The 2020 Annual Report and Accounts are available from the Company's website www.renewiplc.com.
These primary statements and selected notes comprise the unaudited consolidated interim financial statements of the Group for the six months ended 30 September 2020 and 2019, together with the audited results for the year ended 31 March 2020. These interim financial results do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The comparative figures as at 31 March 2020 have been extracted from the Group's statutory Annual Report and Accounts for that financial year, but do not constitute those accounts. Those statutory accounts for the year ended 31 March 2020 were approved by the Board of Directors on 4 June 2020 and delivered to the Registrar of Companies. The report of the auditors on those 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 Board of Directors approved, on 9 November 2020, these consolidated interim financial statements which have been reviewed by BDO LLP but not been audited.
Going concern
The Directors have adopted the going concern basis in preparing these consolidated interim financial statements after assessing the Group's principal risks including the risks arising from the Covid-19 pandemic.
The Directors have carried out an assessment on the Group's ability to continue as a going concern. This assessment has involved the review of medium-term cash flow modelling over an 18 month period to 31 March 2022 which includes estimates of the impact of Covid-19 on the Group's operations together with other factors that may affect its performance and financial position. These factors include governments' categorisation of the activities of the Group as an essential service in all its key markets, actual trading performance in the period since the outbreak of Covid-19, expectations on the future economic environment, the impact of mitigating actions, available liquidity as well as other principal risks associated with the Group's ongoing operations.
The assessment has included a base case scenario setting out the Directors' current expectations of future trading and a plausible downside scenario applying mitigating actions where appropriate to assess the potential impact on the Group's future financial performance. The key judgement in both scenarios is the severity, extent and duration of the disruption caused by the Covid-19 pandemic.
In light of further restrictions now in place in the Benelux and the UK, the base case modelling includes a six week Covid-19 lockdown from November 2020 followed by ongoing weaker macro-economic conditions throughout the year ending March 2022. The downside scenario assumes an increased length and severity of second lockdown, further weakening of macro-economic conditions throughout the year ending March 2022, as well as other downside risks which are not linked to Covid-19. Appropriate cost and cash mitigating actions, such as deferral of capital expenditure, site rationalisations, reduction in indirect headcount and reduced discretionary spend, have been applied to generate a plausible and mitigated downside position. For the year ending March 2021 the downside scenario assumes a further month of decline in volumes of up to 25% over and above the base case together with other factors which reduces underlying EBIT by 20% prior to mitigations and 5% after mitigations. In the downside modelling for the year ending March 2022 it has been assumed that there will be an ongoing reduction in volumes due to the macro economic environment together with other factors with a deterioration on underlying EBIT of 36% which reduces to 19% after mitigations. In the base case and plausible downside scenarios the Group has sufficient liquidity and headroom in its existing facilities and no covenants are breached at any of the forecast testing dates.
In addition the downside case has been used to perform a reverse stress test to consider the point at which the covenants may be breached. This test indicates that only a significant reduction in volumes, beyond what is considered likely would be required in order to breach covenants. The mitigating actions noted above have been included in this reverse stress test. The likelihood of this scenario is considered to be remote.
Having considered all the elements of the financial projections, sensitivities and mitigating actions, the Directors confirm they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and to meet its covenants.
2. Basis of preparation - continued
Changes in presentation
The Group changed the composition of its reporting segments from 1 April 2020. This was announced on 26 March 2020 and detailed in the 2020 Annual Report and Accounts. The new structure is a logical step after recent disposals and the reorganisation simplifies the Group's strategy, portfolio, organisation and processes. The segmental information presented in this condensed set of consolidated interim financial statements reflects the information now provided to the chief operating decision maker in order to assess performance and to make decisions on allocating resources. The following changes have been made to the Group's segments as previously reported at 31 March 2020:
As required under IFRS 8 Operating Segments, the Group has restated the corresponding segment information for the prior period to enable comparison to the new structure.
Accounting policies
The results have been prepared applying the accounting policies that were used in the preparation of the 2020 Annual Report and Accounts except taxes on income in the interim periods are accrued using the estimated tax rate that is expected for the full financial year. Standards and interpretations issued by the International Accounting Standards Board (IASB) are only applicable if endorsed by the European Union.
At the date of approval of these interim financial statements, there are no standards or interpretations not yet effective that would be expected to have a material impact on the Group and there were no new standards or interpretations which were early adopted by the Group.
Exchange Rates
The most significant foreign currency for the Group is Sterling with the closing rate on 30 September 2020 of €1:£0.907 (30 September 2019: €1:£0.885, 31 March 2020: €1:£0.884) and an average rate for the period ended 30 September 2020 of €1:£0.891 (30 September 2019: €1:£0.886).
Significant judgements and estimates
The preparation of consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported values of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these consolidated interim financial statements, the nature of the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation were the same as those that were applied to the financial statements for the year ended 31 March 2020 and which are set out on pages 147 and 148 of the 2020 Annual Report and Accounts.
Impact of Covid-19 For the year ended 31 March 2020 management adjusted the future cash flows of cash generating units to reflect the expected impact of Covid-19 when undertaking impairment reviews and in assessing the recoverability of deferred tax assets. Overall trading in the first half has been materially ahead of these original Covid-19 adjusted expectations. The full impact of the global pandemic on medium and long term forecasts continues to be difficult to predict, however as the performance in the first half shows no adverse indicators to those year end estimates there has been no requirement to update goodwill impairment modelling. The pandemic is an inherently uncertain event and the Group continues to monitor the impact on the business.
As a result of Covid-19 the outstanding trade receivables have been reviewed on a detailed customer by customer basis taking into account the sector in which they operate, the available government support and the likelihood of default in order to assess the expected credit loss. The Group has taken advantage of Government support to delay the payment of VAT and payroll taxes in both the Netherlands and the UK.
2. Basis of preparation - continued
Underlying business performance
The Group uses alternative performance measures as we believe these measures provide additional useful information on the underlying trends, performance and position of the Group. These underlying measures are used by the Group for internal performance analysis and incentive compensation arrangements for employees. The term 'underlying' refers to the relevant measure being reported for continuing operations excluding non-trading and exceptional items. These include underlying earnings before interest and tax (underlying EBIT), underlying profit before tax, underlying profit after tax, underlying free cash flow, underlying earnings per share and underlying EBITDA (earnings before interest, tax, depreciation and amortisation). The terms 'EBIT', 'exceptional items' and 'underlying' are not defined terms under IFRS and may therefore not be comparable with similarly titled profit measures reported by other companies. These measures are not intended to be a substitute for, or superior to, GAAP measurements of profit. A full list of alternative performance measures and non-IFRS measures together with reconciliations are set out in note 18.
Non-trading and exceptional items
Items classified as non-trading and exceptional are disclosed separately due to their size or incidence to enable a better understanding of performance. These include, but are not limited to, significant impairments, significant restructuring of the activities of an entity including employee associated severance costs, acquisition and disposal related transaction costs, integration costs, synergy delivery costs, significant fires, onerous contracts arising from restructuring activities or if significant in size, profit or loss on disposal of properties or subsidiaries as these are irregular, the change in fair value of non-hedged derivatives, ineffectiveness of derivative financial instruments, the impact of changing the discount rate on provisions and amortisation of acquisition intangibles. The Group incurs costs each year in maintaining intangible assets which include acquired customer relationships, permits and licences and excludes amortisation of these assets from underlying EBIT to avoid double counting such costs within underlying results. A full listing of those items presented as non-trading and exceptional is shown in note 5.
3. Segmental reporting
The Group's chief operating decision maker is considered to be the Board of Directors. The Group's reportable segments are determined with reference to the information provided to the Board of Directors in order for it to allocate the Group's resources and to monitor the performance of the Group and are set out below:
Following the implementation of the new divisional structure on 1 April 2020 the Group's reportable segments are:
The Commercial Waste reportable segment includes the Netherlands Commercial Waste and Belgium Commercial Waste operating segments which have been aggregated and reported as one reportable segment as they operate in similar markets in relation to the nature of the products, services, processes and type of customer.
The profit measure the Board of Directors uses to evaluate performance is underlying EBIT. The Group accounts for inter-segment trading on an arm's length basis.
The segmental information under the new structure at 30 September 2020 is set out below. The 2019/20 numbers are presented on a consistent basis with 2020/21 as explained in the changes in presentation section in note 2.
3. Segmental reporting - continued
4. Revenue
The following tables show the Group's continuing revenue by type of service delivered and by primary geographic markets. The 2019/20 numbers are presented on a consistent basis with 2020/21 as explained in the changes in presentation section in note 2:
*The 2019 comparatives have been realigned for more consistent disclosure.
Revenue recognised at a point in time amounted to €767.3m (2019/20: €802.1m) with the remainder recognised over time. The majority of the Commercial and Specialities revenue is recognised at a point in time, whereas for Mineralz & Water it is recognised over time.
5. Non-trading and exceptional items
To improve the understanding of the Group's financial performance, items which are not considered to reflect the underlying performance are presented in non-trading and exceptional items.
The above non-trading and exceptional items include the following:
Renewi 2.0 improvement programme Renewi 2.0 improvement programme is a new significant one-off project with expected capital and one-off costs of €40m over a three year period and as a result is considered to be exceptional. Following the transformational merger three years ago, the goal of the Renewi 2.0 improvement programme is to make the Group more streamlined and more efficient in order to improve customer experience and increase employee engagement. The programme also includes around €4m of IT integration costs carried over from the original integration programme and now merged with the Renewi 2.0 digitisation plans. This is the first year of the programme and the costs incurred of €3.6m are all recorded in administrative expenses.
Merger related costs The prior year costs of €6.5m related to the merger of Shanks Group and Van Gansewinkel Groep (VGG) in 2017 and the associated synergy delivery projects. The total cost of €6.5m was recorded in administrative expenses.
Portfolio management activity The prior year costs related to the Reym disposal, release of a warranty provision in relation to prior year disposals and a warranty settlement related to the 2017 merger. The total cost of €31.5m was recorded in administrative expenses.
Other items The restructuring charges in the current period relate to a Covid-19 cost action programme started in the first half to address the challenges of the pandemic. These costs are considered to be exceptional due to the total expected cost of the programme and the one-off nature of the circumstances. The costs of €6.0m in the current year relate to the closure of two production lines at Ghent and Houthalen in the Belgium Commercial division including €3.2m of impairment of assets. The total cost was recorded in cost of sales.
In the prior year an impairment provision of €3.0m was reflected relating to the Amsterdam AEB incinerator unplanned shutdown which was reimbursed in full by March 2020. Following the reopening of the end market for ATM soil no further charges for logistics or storage are recorded as exceptional. The total charge of €5.5m was split €4.4m in cost of sales and €1.1m in administrative expenses.
5. Non-trading and exceptional items - continued
Items recorded in finance charges and finance income The current period €0.4m credit for ineffectiveness on cash flow hedges is principally in relation to the cross-currency interest rate swaps. The prior year charge of €0.8m related to the Cumbria PPP project interest rate swaps as a result of a revised repayment programme for the PPP non-recourse debt.
Amortisation of acquisition intangibles Amortisation of intangible assets acquired in business combinations of €1.7m (2019/20: €3.3m) is all recorded in cost of sales.
Exceptional tax credit The prior year exceptional tax credit of €2.5m related to a release of provisions in relation to pre-merger tax issues in Belgium and the Netherlands.
Discontinued operations The sale of the Canadian disposal group was completed on 30 September 2019 which resulted in a loss on disposal of €18.9m and further details are set out in note 15. As a result of uncertainty of receipt, the contingent proceeds from this disposal will only be recognised once more certain.
6. Net finance charges
7. Taxation
Tax expense is recognised based on management's best estimate of the full year effective tax rate on expected full year profits to March 2021. The estimated average underlying annual tax rate on continuing operations for the year to 31 March 2021 is 24.5% (2019/20: 24.5%).
In December 2019, the Dutch government enacted amendments to the Netherlands corporate income tax rate so that the rate remains at 25% for the period ending 31 March 2021 and then reduces to 21.7% for the period ending 31 March 2022 and subsequent periods. As a result, Netherlands deferred tax is calculated at the substantively enacted rates depending on when the timing differences are expected to reverse. Further tax changes were proposed by the Dutch government in the Budget announcement of 15 September 2020 including an amendment of the corporate income tax rate to 25% for the period ending 31 March 2022 and subsequent periods. However, these rates have not as yet been enacted so are not reflected in the deferred tax balances at 30 September 2020.
8. Dividends
The Directors have not recommended an interim dividend for the current year (2019: 0.45 pence per ordinary share). The Directors did not recommend a final dividend for the year ended March 2020 (2019: 0.5 pence per share).
9. Earnings per share
The Directors believe that adjusting earnings per share for the effect of the non-trading and exceptional items, amortisation of acquisition intangibles and the change in fair value of derivatives enables comparison with historical data calculated on the same basis. Non-trading and exceptional items are those items that need to be disclosed separately on the face of the Income Statement, because of their size or incidence, to enable a better understanding of performance.
The weighted average number of shares excludes ordinary shares held by the Employee Share Trust.
The reconciliation between underlying earnings per share and basic loss per share is as follows:
10. Goodwill, intangible assets, property, plant and equipment and right-of-use assets
At 30 September 2020, the Group had property, plant and equipment commitments of €16.6m (2019/20: €11.5m), right-of-use asset commitments of €23.3m (2019/20: €25.1m) and intangible asset commitments of €2.4m (2019/20: €0.2m).
11. Borrowings
Borrowings are analysed as follows:
11. Borrowings - continued
Movement in net debt
*Cash and cash equivalents include money market funds of €60.8m (1 April 2020: €100.0m).
Analysis of movement in total net debt
12. Provisions
Site restoration and aftercare The site restoration provision at 30 September 2020 relates to the cost of final capping and covering of the landfill sites and mineral extractions sites. These site restoration costs are expected to be paid over a period of up to 31 years from the balance sheet date. Aftercare provisions cover post-closure costs of landfill sites which include such items as monitoring, gas and leachate management and licensing. The timing of payments for these aftercare costs are uncertain but are anticipated to be over a period of at least 30 years from closure of the relevant landfill site. All site restoration and aftercare costs have been estimated by management based on current best practice and may be impacted by a number of factors including changes in legislation and technology.
Onerous contracts Onerous contracts are provided for at the lower of the net present value of either exiting the contracts or fulfilling our obligations under the contracts. The provisions are to be utilised over the period of the contracts to which they relate with the latest date being 2040.
Legal and warranty Legal and warranty provisions relate to legal claims, warranties and indemnities. Under the terms of the agreements for the disposal of certain businesses, the Group has given a number of warranties and indemnities to the purchasers which may give rise to payments. The Group has a liability until the end of the contractual terms in the agreements.
Restructuring The restructuring provision primarily relates to redundancy and related costs incurred as a result of restructuring initiatives. As at 30 September 2020 the provision is expected to be spent in the following twelve months as affected employees leave the business.
Other Other provisions principally cover dilapidations and long-service employee awards. The provisions will be utilised over the period up to 2065.
13. Retirement benefit schemes
The Group has the legacy Shanks UK defined benefit scheme which provides pension benefits for pensioners, deferred members and eligible UK employees which is closed to new entrants and from 1 December 2019 closed to future benefit accrual. A bulk pension increase exchange exercise and an at retirement pension increase exchange have recently been introduced.
In addition there are a number of defined benefit schemes eligible for certain employees in both the Netherlands and Belgium.
The amounts recognised in the Income Statement were as follows:
The amounts recognised in the balance sheet were as follows:
The legacy Shanks UK defined benefit scheme reduced by €16.8m from an asset of €16.0m at 31 March 2020 to a deficit of €0.8m. This was due to a significant decrease in the discount rate assumption on scheme liabilities from 2.40% at 31 March 2020 to 1.65% at 30 September 2020 together with an increase in RPI inflation which was only partly off-set by an increase in asset returns. The overseas defined benefit schemes deficit remained unchanged at €7.5m.
14. Financial instruments at fair value
The Group uses the following hierarchy of valuation techniques to determine the fair value of financial instruments:
During the period or preceding periods there were no transfers between level 1 and level 2 fair value measurements and no transfers into or out of level 3.
14. Financial instruments at fair value - continued
Valuation techniques used to derive level 2 fair values are:
The table below presents the Group's assets and liabilities measured at fair values. The Group considers that the fair value of all other financial assets and financial liabilities was not materially different to their carrying value. The retail bonds are held at their carrying value in the balance sheet.
15. Assets classified as held for sale and discontinued operations
Assets classified as held for sale - Reym disposal
On 8 November 2018 the Group announced its intention to exit the Hazardous Waste Reym industrial cleaning business and the disposal completed on 31 October 2019.Therefore the assets and liabilities were presented as held for sale at 30 September 2019 with details as follows:
15. Assets classified as held for sale and discontinued operations - continued
Discontinued operations - Canada disposal
The Group disposed of Municipal Canada on 30 September 2019, the disposal met the definition of a discontinued operation as stated in IFRS 5 Non-current assets held for sale and discontinued operations, therefore the net results were presented as discontinued operations in the Income Statement.
Income Statement in relation to the discontinued operations:
Cash flow information in relation to the discontinued operations:
16. Contingent liabilities
There is an ongoing investigation into the production of thermally cleaned soil by ATM. This may or may not result in a prosecution and if so, we expect such a process will likely take many years, should it proceed. ATM will defend its conduct vigorously in such an event and, given that it is not even clear whether or what charges might be brought and the claim is lower than €1m, we do not consider it appropriate at this stage to provide for this.
There is an ongoing investigation by the European Commission in which it alleges the Walloon region of Belgium provided state aid to the Group in relation to the Cetem landfill. An adverse judgement would require the Walloon region to seek repayment from the Group. Both the Walloon Region and Renewi believe that no state aid was offered and will defend their conduct vigorously. The Group has provided €15m based on legal advice which management considers to be their best estimate of the potential exposure, noting that the potential maximum claim is €57m, and therefore there is a potential further liability should the Group be wholly unsuccessful in its defence.
Due to the nature of the industry in which the business operates, from time to time the Group is made aware of claims or litigation arising in the ordinary course of the Group's business. Provision is made for the Directors' best estimate of all known claims and all such legal actions in progress. The Group takes legal advice as to the likelihood of success of claims and actions and no provision is made where the Directors consider, based on that advice that the action is unlikely to succeed or a sufficiently reliable estimate of the potential obligation cannot be made. None of these other matters are expected to have a material impact.
Under the terms of sale agreements, the Group has given a number of indemnities and warranties relating to the disposed operations for which appropriate provisions are held.
17. Related party transactions
The Group's significant related parties remain as disclosed in note 8.2 of the 2020 Annual Report and Accounts. There were no material differences in related parties or related party transactions in the period compared to the prior year.
18. Explanation of non-IFRS measures and reconciliations
The Directors use alternative performance measures as they believe these measures provide additional useful information on the underlying trends, performance and position of the Group. These measures are used for internal performance analysis including determining executive compensation under incentive schemes. These alternative performance measures adopted by the Group are also commonly used in the sectors in which the Group operates. These terms are not defined terms under IFRS and may therefore not be comparable with similarly titled measures used by other companies. These measures are not intended to be a substitute for, or superior to, IFRS measurements. The alternative performance measures used and reconciliation of non-IFRS measures are set out below.
18. Explanation of non-IFRS measures and reconciliations - continued
Reconciliation of operating profit to underlying EBITDA
Reconciliation of underlying free cash flow as presented in the first half 2020/21 Finance Review
The Group splits purchases of property, plant and equipment between replacement and growth as shown in the cash flow in the Finance Review. The first half 2020/21 replacement spend shown above totalling €25.8m (2019/20: €35.3m) (being €4.5m (2019/20: €1.7m) intangible assets and €21.3m (2019/20: €33.6m) property, plant and equipment) plus the growth capital expenditure of €3.3m (2019/20: €10.5m) as shown in the Finance Review less additions to IAS 17 finance leases of €nil (2019/20: €0.4m) reconciles to the purchases of property, plant and equipment and intangible assets cash outflow of €29.1m (2019/20: €45.4m) within investing activities in the consolidated Statement of Cash Flows.
18. Explanation of non-IFRS measures and reconciliations - continued
Reconciliation of net core cash flow as presented in the first half 2020/21 Finance Review
19. Events after the balance sheet date
On 12 October 2020 the Group acquired the remaining 25% holding in 3SE (Barnsley, Doncaster & Rotherham) Holdings Limited and this entity is now wholly owned by the Group.
Subsequent to the balance sheet date both Belgium and the UK are in national lockdown from early November and the Netherlands has tightened its partial lockdown measures. The Group has determined that this does not lead to any material changes in key estimates or judgements and the impact has been considered in the going concern assessment as further explained in note 2.
INDEPENDENT REVIEW REPORT TO RENEWI PLC Introduction We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2020 which comprises Consolidated Interim Income Statement, Consolidated Interim Statement of Comprehensive Income, Consolidated Interim Balance Sheet, Consolidated Statement of Changes in Equity and Consolidated Interim Statement of Cash Flows. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. Directors' responsibilities The half-yearly financial report is the responsibility of and has been approved by the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority. As disclosed in note 2, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, ''Interim Financial Reporting'', as adopted by the European Union. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 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. 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. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2020 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority. Use of our report Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
BDO LLP Chartered Accountants London, UK 9 November 2020
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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| ISIN: | GB0007995243 |
| Category Code: | IR |
| TIDM: | RWI |
| LEI Code: | 213800CNEIDZBL17KU22 |
| OAM Categories: | 2.2. Inside information |
| Sequence No.: | 87521 |
| EQS News ID: | 1146638 |
| End of Announcement | EQS News Service |
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