Synthomer plc
Preliminary Results for the year ended 31 December
2023
A challenging year, but
decisive actions taken for longer-term growth
Year ended 31
December
|
2023
|
Restated
2022
|
Change
|
Constant
currency1
|
|
£m
|
£m
|
%
|
%
|
Continuing
operations2
|
|
|
|
|
Revenue
|
1,970.9
|
2,332.3
|
(15.5)
|
(15.6)
|
Coatings
& Construction Solutions (CCS)
|
100.1
|
120.8
|
(17.1)
|
(17.3)
|
Adhesive
Solutions (AS)3
|
31.2
|
67.2
|
(53.6)
|
(54.3)
|
Health
& Protection and Performance Materials (HPPM)
|
31.0
|
86.5
|
(64.2)
|
(61.3)
|
Corporate
|
(20.2)
|
(20.7)
|
|
|
EBITDA4
|
142.1
|
253.8
|
(44.0)
|
(43.3)
|
EBITDA
margin (%)
|
7.2%
|
10.9%
|
|
|
Underlying5 operating profit (EBIT)
|
37.7
|
169.5
|
(77.8)
|
(77.1)
|
Statutory
operating (loss)/profit (EBIT)
|
(35.4)
|
(13.5)
|
|
|
Results from continuing and
discontinued operations2
|
|
|
|
|
Underlying5 (loss)/profit before tax
|
(27.2)
|
123.7
|
|
|
Statutory
(loss) before tax
|
(106.8)
|
(34.2)
|
|
|
Underlying5 EPS* (p)
|
(35.1)
|
152.0
|
|
|
Basic
EPS* (p)
|
(78.5)
|
(51.2)
|
|
|
Free Cash
Flow6
|
85.7
|
69.2
|
+23.8
|
|
Net
debt7
|
499.7
|
1,024.9
|
(51.2)
|
|
* 2023 EPS
reflects weighted average number of consolidated shares in issue
during the year of 85.4m (latest number of shares following the
October 2023 rights issue is 163.6m). 2022 adjusted for 20 to 1
share consolidation and rights issue adjustment factor of
2.715.
·
Challenging market
environment, with prolonged demand weakness exacerbated by
destocking
− Revenue
reduction driven by 9.9% reduction in volume and pass through of
lower raw material input prices
·
Strategy is working, with
greater margin resilience from specialty businesses which are now
the majority of revenue
− Further
strategic divestment processes underway
·
Significant management
actions taken during 2023 to increase focus, reduce cost and
complexity
− Site
footprint reduced to 36 (from 43 in October 2022), with further
rationalisation underway
−
Adhesive Solutions supply chain and reliability issues
improving, but more to do in 2024
− £18m of
cost savings delivered
− EBITDA
margins in all divisions improved in H2 vs H1 2023
·
Free Cash Flow increased to
£85.7m (2022: £69.2m), with 97% conversion of EBITDA into Operating
Cash Flow8
·
Net debt halved through
rights issue, divestment proceeds and cash
generation
·
Next stage of business
excellence programme launched in 2024, focused on procurement and
production cost
−
Targeting £30-40m in additional annualised cost reductions in
2024-2025
·
Prudent covenant relaxation
and strong liquidity provide space for further deleveraging over
time
−
Covenant relaxation agreed with bank lenders and UK Export
Finance in March 2024
−
Committed liquidity in excess of £450m as at 8 March
2024
·
Current trading and 2024
outlook
− Trading
since the start of 2024 has been cautiously encouraging, supported
by short-term restocking by customers, though evidence of
broad-based demand recovery remains limited
− Cost
reduction actions will be partially offset by wage inflation and
normalisation of bonus accrual
− Expect
some earnings progress and modest Free Cash Flow, even absent
macroeconomic improvement
Commenting,
Synthomer CEO Michael Willome said:
"Despite a challenging year, we have taken
decisive actions to position the business well for the future. We
remain focused on enhancing our strong positions in key
end-markets, optimising our portfolio and cost position, and
demonstrating the cash generative nature of our business. In the
medium term, we remain confident that Synthomer's earnings power is
more than double recent levels, through a combination of our
near-term self-help actions, end market recovery and delivery of
our speciality solutions strategy."
The
Company will host a meeting for analysts and investors at 9:00am
GMT today at the Royal Society of Chemistry, Burlington House,
Piccadilly, London W1J 0BA. The meeting will also be webcast at via
our website at www.synthomer.com
or
on https://brrmedia.news/SYNT_FY23.
This will be available for playback after the
event.
Further information:
Investors: Faisal Tabbah, Vice
President Investor Relations
Tel: +44 (0) 1279 775 306
Media: Charles Armitstead,
Teneo
Tel: +44 (0) 7703 330 269
Notes
1. Constant currency revenue and profit
measures retranslate current year results using the prior year's
average exchange rates.
2. Laminates, Films and Coated Fabrics and
North America Paper and Carpet, which together contributed revenue
of £50.3m and EBITDA of £(3.0)m in 2023 (2022: £252.8m and £11.3m
respectively), are classed as discontinued operations throughout
this announcement.
3. 2022 included a nine month contribution
from the adhesive resins acquisition which completed in April
2022.
4.
Operating profit before depreciation,
amortisation and Special Items.
5. Underlying performance excludes Special
Items unless otherwise stated.
6. Free Cash Flow is defined as the movement in net
debt before financing activities, foreign exchange and the cash
impact of Special Items, asset disposals and business
combinations.
7.
Cash and cash equivalents together with short and
long-term borrowings.
8.
Operating Cash Flow is defined as Total Group
EBITDA plus/minus net working capital movement less capital
expenditure.
Legal Entity Identifier (LEI):
213800EHT3TI1KPQQJ56. Classification as
per DTR 6 Annex 1R: 1.1.
Synthomer plc is a leading supplier
of high-performance, highly specialised polymers and ingredients
that play vital roles in key sectors such as coatings,
construction, adhesives, and health and protection -- growing
markets that serve billions of end users worldwide. Headquartered
in London, UK and listed there since 1971, we employ c.4,200
employees across our 4 innovation centres of excellence more than
30 manufacturing sites across Europe, North America and Asia. With
more than 6,000 blue-chip customers and £2.0bn in continuing
revenue in 2023, our business is built around three divisions,
serving customers in attractive end markets where demand is driven
by global megatrends including urbanisation, demographic change,
climate change and sustainability, and shifting economic power. In
Coatings & Construction Solutions, our specialist polymers
enhance the sustainability and performance of a wide range of
coatings and construction products. We serve customers in
applications including architectural and masonry coatings, mortar
modification, waterproofing and flooring, fibre bonding, and energy
solutions. In Adhesive Solutions our products help our customers
bond, modify and compatibilise surfaces and components for
applications including tapes and labels, packaging, hygiene, tyres
and plastic modification, improving permeability, strength,
elasticity, damping, dispersion and grip. In Health &
Protection and Performance Materials we are a world-leading
supplier of water-based polymers for medical gloves, and a major
European manufacturer of high-performance binders, foams and other
products serving customers in a range of end markets. Our purpose
is creating innovative and sustainable solutions for the benefit of
customers and society. Around 20% of our sales volumes are from new
and patent protected products. At our innovation centres of
excellence in the UK, Germany, Malaysia and Ohio, USA we
collaborate closely with our customers to develop new products and
enhance existing ones tailored to their needs, with an increasing
range of sustainability benefits. Our 2030 decarbonisation targets
have been approved by the Science Based Targets initiative as being
in line with what the latest climate science says is necessary to
meet the goals of the Paris Agreement, and since 2021 we have held
the London Stock Exchange Green Economy Mark, which recognises
green technology businesses making a significant contribution to a
more sustainable, low-carbon economy. Find us at www.synthomer.com
or search for Synthomer on LinkedIn.
CHIEF EXECUTIVE OFFICER'S REVIEW
In one of the most difficult trading
environments for the chemicals industry in decades, the resilient
performance of our speciality businesses has reinforced our
confidence that the strategy of focusing on our most
differentiated, speciality products for attractive end markets
gives us strong foundations for growth when demand
recovers.
Delivering on our specialisation strategy
When we completed our strategy review in 2022,
we set our direction firmly towards greater specialisation in the
belief that speciality products with defined end-market benefits
would be the greatest drivers of growth in the medium to long
term.
A year on, our industry is still in a prolonged
period of suppressed demand, which has been difficult for everyone
at Synthomer and for all our stakeholders. While this has meant
that volumes remained subdued this year and margins lower, we have
improved our financial resilience and began to deliver on our
specialisation strategy.
Speciality businesses demonstrate greatest
resilience
Given headwinds which included consumer demand
weakness, supply chain disruption, global price competition and
continued destocking in some base chemical markets, our business
has delivered resilient results, with continuing Group EBITDA of
£142.1m (2022: £253.8m) from revenues of £1,970.9m (2022:
£2,332.3m).
The speciality businesses within our portfolio
have been the strongest performers in terms of margin and volume
recovery, with Coatings & Construction Solutions (CCS) in
particular standing out, having delivered an improved EBITDA margin
of 12.3% (2022: 12.1%) despite year-on-year volume declines of
nearly 15%. Already our most speciality-focused division, CCS is
beginning to demonstrate the potential of a more strategic focus on
end customers coupled with outstanding execution; capabilities we
are working to deliver throughout the Group.
In the Adhesive Solutions (AS) division, our
speciality products (c.55% of divisional revenues) were similarly
robust, reflecting their greater differentiation for customers.
However, our more base chemical products were exposed to increased
global competition in a lower demand environment. This, alongside
disruptions in supply chain and production, resulted in a
disappointing financial performance in 2023. Despite these
challenges, I am confident that we have the right team in place,
led by Stephan Lynen who joined Synthomer as President of the
division in May 2023, and are executing a robust plan to deliver a
significant improvement in performance over time as reliability and
efficiency improves and end markets recover.
Meanwhile, nitrile butadiene latex (NBR) volumes
in our Heath & Protection and Performance Materials (HPPM)
division started to recover towards the end of the year as the
post-pandemic overcapacity began to reduce, underpinned by the
long-term hygiene megatrend. In our Performance Materials
portfolio, which includes a number of businesses assessed as
non-core to the wider Group strategy, volumes stabilised in the
second half compared to the first. As a base chemicals division,
HPPM is focused on customer intimacy and cost, capacity
utilisation, efficiency and sourcing excellence, and improved
divisional EBITDA margin by 90bps in H2 versus H1 2023.
Encouraging cash delivery
At year-end, net debt reduction was ahead of our
expectations, and benefited from strong cash delivery in the final
quarter. Despite the substantial contraction in business activity
compared with prior year, in 2023 we were able to increase Free
Cash Flow to £85.7m (2022: £69.2m). Important contributors to Free
Cash Flow included £18.0m in cost reductions, £45.7m in lower
inventories driven by both structural changes in approach and lower
raw materials prices, and some other benefits. Our CFO Lily Liu
sets out more about our work in this area in the Financial
review.
Alongside our operational focus on cash, the
balance sheet has also been strengthened with the proceeds of our
strategic divestment programme and the rights issue. We are
grateful for the confidence shown by shareholders in supporting our
£276m rights issue completed in October 2023.
Overall, since the start of 2023, we have
reduced net debt by half to £499.7m (2022: £1,024.9m). The
challenging market conditions required significant focus in this
area in the year, and we were able to deliver.
Focusing the business to be ready when demand
returns
We have also been able to make significant
progress across other aspects of our strategy, laying the
foundations for rapid growth when end market demand
recovers.
We have increased the speciality weighting of
our portfolio to c.55% of revenue, and a higher proportion of
EBITDA currently. We have increased our access to markets in the
USA and Asia, improving our geographical and customer reach. We
continue to invest in our organic growth capability, including our
focus on value selling and the expansion of our customer innovation
capacity in China. And we
have simplified our business, streamlining our manufacturing
footprint from 43 sites when the strategy was launched in October
2022 to 36 with another closure underway, through divestments or
rationalisation, with plans to go further.
While conditions remain challenging and leverage
elevated, our capital allocation decisions have naturally been
focused on preserving cash, but we have been able to make a few
disciplined, carefully selected growth investments which we believe
will serve us well from a cost perspective or in certain
high-growth niches.
A key element of our strategy is portfolio
management. Our main focus is on furthering our non-core divestment
programme, but alongside this we are actively considering a number
of low-capital growth opportunities, such as potential
partnerships. We are also identifying potential accretive bolt-on
acquisition opportunities in strategically attractive end markets
and geographies for the future, when our financial circumstances
allow.
Innovation and sustainability - at the heart of our
future growth
Innovation and sustainability support every
pillar of Synthomer's strategy and are key to value creation in the
long term. Serving our customers' own sustainability ambitions
through innovative products with demonstrable sustainability
benefits is an important opportunity for organic growth. Equally,
applying a sustainability and innovation lens to our portfolio
management and operational improvements helps drive both our
commercial success and our purpose of creating specialist solutions
for the benefit of customers and society.
We are embedding a sustainability mindset across
Synthomer, underpinned by our Vision 2030 sustainability roadmap.
This supports our response to both the opportunities and the
challenges we face in this area. For example, we are building our
innovation pipeline to support sustainable product development,
with 64% of new products this year launched with defined
sustainability benefits. In July 2023, our near-term greenhouse gas
(GHG) emissions reduction targets were approved by the Science
Based Targets initiative (SBTi), and more recently our CDP Climate
score was upgraded from B to A-, which puts us in the top quartile
of chemicals companies under coverage.
Our work on diversity, equity and inclusion is
also strengthening the business, enabling greater diversity of
thought while helping us recruit and retain talented people. We
have more to do, but we are seeing progress on gender diversity in
particular - this year, women held 30% of senior management roles,
compared to just 9% in 2019.
We are also making our business safer, with both
of our key lagging safety indicators improving significantly
year-on-year - though we still have more to do, in particular to
complete the process of bringing our more recently acquired sites
up to the top quartile levels of safety performance achieved
elsewhere in the Group in 2023.
Focused, strengthened, and ready for growth
In summary, the market environment has been
extraordinarily challenging for our sector this year, resulting in
financial results that are far from where we would like them to be.
However, it has also been a year of clear progress towards the
longer term ambitions of our strategy - progress we will continue
in 2024.
Outlook
Trading since the start of 2024 has been
cautiously encouraging, supported in part by short-term restocking
by our customers. We do not yet have evidence of a broad-based
upswing in underlying end-market demand, but parts of our business
are beginning to build an improving volume trend.
In 2024, the Group will continue to focus on
delivering our speciality solutions strategy, including portfolio
management, alongside our ongoing activities to generate robust
cash flow and successfully navigate through current uncertainties
in our markets. Reducing leverage further towards our 1-2x
medium-term target range remains a key priority.
In addition to further progress with our
previously announced actions to reduce cost and complexity and to
improve site reliability, we have commenced procurement and
production cost optimisation programmes which are expected to
deliver £30-40m in additional savings in 2024 and 2025. These
actions will be partially offset by some increases in operating
costs, mainly due to wage inflation and normalisation of bonus
accrual. As a result, we expect to make some earnings progress and
be at least modestly Free Cash Flow positive in 2024, even if
macroeconomic demand conditions do not improve.
We remain confident that Synthomer's medium-term
earnings power is more than double recent levels, through a
combination of our near-term actions, end market volume recovery
and strategic delivery.
Michael
Willome
Chief Executive Officer
12 March 2024
FINANCIAL REVIEW - CHIEF FINANCIAL OFFICER'S
INTRODUCTION
I am pleased that our net debt has been more
than halved through decisive management action and the support of
our shareholders during the year. It goes without saying that a
strong balance sheet is critical to our resilience during times of
subdued market activity - as well as the foundation for our future
success when our markets return to growth.
Strengthening our financial position for the
future
In the face of ongoing suppressed demand in many
of our markets which has significantly affected our financial
results compared with prior year, we have nonetheless continued to
deliver on strengthening our balance sheet and improving our
working capital position. We have also demonstrated good
performance in particular from the speciality businesses in our
portfolio, reinforcing our view that we have the strategy,
structure and people in place to emerge stronger from the current
operating environment and positioned for future success.
Preserving cash and reducing net debt
We ended the year with net debt of £499.7m
compared to £1,024.9m at the end of 2022, reflecting a number of
decisive actions over the year to preserve cash and reduce debt
while ensuring we continued to focus on the shift to increased
specialisation that lies at the heart of Synthomer's
strategy.
Every division and function played a part, with
a Group-wide cost reductions and cash management programmes that
converted 97% of EBITDA into Operating Cash Flow. We significantly
reduced inventory levels particularly in the adhesive resins
business we acquired in 2022, with further opportunities in 2024,
and benefitted from a £27.9m increase in use of our receivables
financing facility. We have also sharpened the focus of our
innovation and capital expenditure plans across the Group, in
accordance with our differentiated steering strategic
pillar.
The divestment of our Laminates, Films and
Coated Fabrics businesses, announced in 2022 and completed in
February 2023, brought £208m in net cash proceeds this year while
supporting our ongoing drive to increase the speciality weighting
of the Group. This non-core portfolio rationalisation programme
continues, with further divestment processes currently underway. We
have also streamlined our operations, with divestments and site
rationalisations reducing our sites from 43 in October 2022 to 36
at the end of 2023 with a further site closure underway,
significantly reducing the complexity of the Group.
Notwithstanding these actions to preserve cash
and reduce our net debt, Group performance continued to face strong
macroeconomic headwinds, and covenant leverage at the half year
remained elevated at 5.5x. Therefore, in order to increase our
focus on strategic delivery and long-term value creation in
addition to short-term cash preservation, we undertook a £276m
fully underwritten rights issue in October 2023. 92.6% of the
rights were taken up, reflecting strong support from our
shareholders, with the subsequent rump placing significantly
over-subscribed.
We also took action to address our debt maturity
profile. In September 2023, Synthomer entered into an agreement
with our lending banks to extend our Revolving Credit Facility
maturity date from 31 May 2025 to 31 July 2027 and amend total
commitments to $400m. After the year end, we agreed to extend the
period of covenant relaxation to ensure that we maintain
appropriate headroom while trading conditions remain subdued. We
have also reduced the facility size to €300m (currently undrawn).
Our next significant maturity is our €520m bond due in mid-2025,
which we anticipate refinancing during the course of 2024. Leverage
on the covenant basis was 4.2x net debt to EBITDA at year end, and
we continue to target leverage within the 1-2x range over the
medium term, supported by our divestment programme, cash generative
business model and operating leverage. The Board has confirmed that
dividends will remain suspended at least until net debt: EBITDA is
less than 3x.
Staying focused on the medium and long term
Significant uncertainties remain, but while we
continue to address short-term imperatives for the business in this
environment, we are also focused on the medium-term targets we set
out as part of the strategy. In line with the growth we expect in
our markets when demand recovers, we anticipate mid-single-digit
growth over the cycle on a constant currency basis. We aim to bring
our EBITDA margin above 15%, driven by sustainable innovation and
greater differentiation, and supported by further streamlining and
simplifying of our manufacturing operations and supply chains. Over
time we expect our business to deliver return on invested capital
in the mid-teens.
Lily
Liu
Chief Financial Officer
12 March 2024
Group revenue, EBITDA and operating profit - continuing
operations
Revenue for the continuing Group of £1,970.9m
(2022: £2,332.3m) decreased by 15.5% in constant currency compared
with the prior year. This principally reflects a 9.9% reduction in
volume, driven by subdued end-market demand and increased regional
competition in some base chemicals, as well as pass through of
lower raw material input prices. The rate of volume decline slowed
in H2 2023 compared to H1 2023. EBITDA for the continuing Group was
£142.1m (2022: £253.8m), with robust pricing and a strong focus on
cost partially mitigating the challenging volume environment.
Sequentially, EBITDA margin in all three divisions improved in H2
2023 relative to H1 2023. Depreciation and amortisation increased
to £104.4m (2022: £84.3m), reflecting a full year of the acquired
adhesive resins business and a reprofiling of the depreciation rate
of those fixed assets under IAS 16, resulting in underlying
operating profit for the continuing Group of £37.7m (2022:
£169.5m). On a statutory basis, including the Special Items
excluded from underlying measures (see page 7), this resulted in an
operating loss for the continuing Group of £(35.4)m (2022:
£(13.5)m).
Full year ended 31 December 2023, £m
|
CCS
|
AS
|
HPPM
|
Corp.
|
Continuing
operations
|
Dis-continued
|
Total
Group
|
Revenue
|
815.5
|
581.7
|
573.7
|
-
|
1,970.9
|
50.3
|
2,021.2
|
EBITDA
|
100.1
|
31.2
|
31.0
|
(20.2)
|
142.1
|
(3.0)
|
139.1
|
EBITDA % of
revenue
|
12.3%
|
5.4%
|
5.4%
|
|
7.2%
|
(6.0)%
|
6.9%
|
Operating profit/(loss) -
underlying
|
73.3
|
(7.5)
|
(0.7)
|
(27.4)
|
37.7
|
(3.9)
|
33.8
|
Operating profit/(loss) -
statutory
|
41.1
|
(32.7)
|
(10.2)
|
(33.6)
|
(35.4)
|
53.1
|
17.7
|
Full year
ended 31 December 2022, £m
|
CCS
|
AS
|
HPPM
|
Corp.
|
Continuing
operations
|
Dis-continued
|
Total
Group
|
Revenue
|
996.1
|
572.9
|
763.3
|
-
|
2,332.3
|
252.8
|
2,585.1
|
EBITDA
|
120.8
|
67.2
|
86.5
|
(20.7)
|
253.8
|
11.3
|
265.1
|
EBITDA %
of revenue
|
12.1%
|
11.7%
|
11.3%
|
|
10.9%
|
4.5%
|
10.3%
|
Operating
profit - underlying
|
94.1
|
44.5
|
57.6
|
(26.7)
|
169.5
|
1.7
|
171.2
|
Operating
profit - statutory
|
62.8
|
(126.1)
|
54.2
|
(4.4)
|
(13.5)
|
(13.0)
|
(26.5)
|
Special Items - continuing operations
The following items of income and expense have
been reported as Special Items - continuing operations and have
been excluded from EBITDA and other underlying metrics:
Full year ended 31 December
|
|
2023
|
2022
|
|
|
£m
|
£m
|
Amortisation of acquired intangibles
|
|
(49.3)
|
(44.8)
|
Restructuring and site closure costs
|
|
(14.7)
|
(19.2)
|
Impairment charge
|
|
(5.6)
|
(133.7)
|
Acquisition costs and related gains
|
|
(2.0)
|
(6.5)
|
Sale of
business
|
|
(0.3)
|
(0.3)
|
Regulatory fine
|
|
(0.7)
|
21.5
|
Abortive
bond costs
|
|
(0.5)
|
-
|
Total impact on operating
profit
|
|
(73.1)
|
(183.0)
|
Fair
value movement on unhedged interest rate derivatives
|
|
(1.8)
|
25.1
|
Loss on
extinguishment of financing facilities
|
|
(4.7)
|
-
|
Total impact on loss/profit
before taxation
|
|
(79.6)
|
(157.9)
|
Taxation
Special Items
|
|
(1.7)
|
3.6
|
Taxation
on Special Items
|
|
4.5
|
39.3
|
Total impact on loss/profit
for the period - continuing operations
|
|
(76.8)
|
(115.0)
|
Amortisation of acquired intangibles is the
amortisation on the customer lists, patents, trademarks and trade
secrets arising on past acquisitions. The fair value of the
intangible assets arising on past acquisitions is being amortised
over periods of 5-20 years mainly dependent on the characteristics
of the customer relationships.
Restructuring and site closure costs in 2023
comprised a £3.3m charge in relation to the ongoing integration of
the acquired adhesive resins business, £3.8m of costs related to
the new strategy and realignment of the business into its new
divisions during 2023, £5.9m of costs for ongoing functional and
site rationalisation in the USA and Europe, as a result of the
divisional reorganisation and the sale of the Laminates, Films and
Coated Fabrics businesses, and a £1.7m charge in relation to
demolition and site rationalisation activity in
Malaysia.
A £5.6m impairment charge was provided on the
mothballing of the NBR plant in Kluang, Malaysia.
Acquisition costs and related gains of £2.0m in
2023 include obligations to the US pensions schemes arising from
the adhesive resins acquisition in 2022.
In July 2018, the Group entered into swap
arrangements to fix euro interest rates on the full value of the
then €440m committed unsecured revolving credit facility. The fair
value movement of the unhedged interest rate derivatives relates to
the movement in the mark-to-market of the swap in excess of the
Group's current borrowings.
In March 2023, the Group refinanced its bank
loan facilities. All amounts outstanding on two term loans of $260m
and $300m and the RCF of €460m were subsequently repaid and the
facilities were cancelled, and a new RCF was signed. All
capitalised debt issue costs relating to the cancelled facilities
were written off, leading to a loss on extinguishment of
£4.7m.
Continuing Taxation Special Items mainly relates
to a movement in foreign exchange on the uncertain tax provision
for a historical tax issue in Malaysia on the sale of plantation
land.
Continuing Taxation on Special Items mainly
relates to deferred tax credits arising on the amortisation of
acquired intangibles and restructuring and site closure
costs.
Discontinued operations
On 28 February 2023, the Group completed the
sale of its Laminates, Films and Coated Fabrics businesses to
Surteco North America, Inc. following satisfaction of the
conditions to the transaction announced on 13 December 2022. The
final cash proceeds received at completion amounted to $260.3m
after transaction expenses, with $3.2m received in July 2023
and a further $5m receivable in cash 13 months after completion.
The net cash proceeds were used to reduce the Group's debt. The
Laminates, Films and Coated Fabrics businesses are reported as
discontinued operations in these results.
On 29 September 2023, the Group announced its
intention to shut down its North America Paper and Carpet business
before the end of 2023, as part of the previously announced
strategy to exit a number of non-core businesses, including the
paper and carpet businesses globally. The North America Paper and
Carpet business is reported as discontinued in these results. All
discontinued operations form part of the HPPM division.
In the year, £57.0m of Special Items -
discontinued operations (2022: £(14.9)m) were recognised,
comprising a £61.5m gain on the sale of the Laminates Films and
Coated Fabrics businesses, partially offset by £(3.7)m in
restructuring and site closure costs and £(0.8)m in impairment
charges relating to the North America Paper and Carpet
business.
Discontinued taxation on Special Items was
£(17.5)m (2022: £0.2m), principally relating to the utilisation of
US tax losses against a US tax gain on the sale of the Laminates,
Films and Coated Fabrics businesses.
Finance costs
Full year ended 31 December
|
|
2023
|
2022
|
|
|
£m
|
£m
|
Interest
payable
|
|
(70.6)
|
(44.8)
|
Interest
receivable
|
|
10.2
|
1.6
|
Net
interest expense on defined benefit obligation
|
|
(2.7)
|
(1.2)
|
Interest
element of lease payments
|
|
(1.8)
|
(1.4)
|
Finance costs -
underlying
|
|
(64.9)
|
(45.8)
|
Fair
value movement on unhedged interest rate derivatives
|
|
(1.8)
|
25.1
|
Loss on
extinguishment of financing facilities
|
|
(4.7)
|
-
|
Finance costs -
statutory
|
|
(71.4)
|
(20.7)
|
Underlying finance costs increased to £64.9m
(2022: £45.8m) and comprise interest on the Group's financing
facilities, interest rate swaps, amortisation of associated debt
costs and IAS 19 pension interest costs in respect of our defined
benefit pension schemes. The rise in the net interest payable
mainly reflects a full year of the additional debt utilised to
finance the adhesive resins acquisition as well as higher base
rates, partially offset by increased interest receivable following
receipt of the proceeds of the rights issue. The Group recognised
as Special Items a total of £(6.5)m in finance costs relating to
interest rate derivative contracts and extinguishment of financing
facilities, as described above.
Taxation
The Group's underlying tax credit for continuing
operations was £1.6m (2022: £27.6m charge), representing an
effective tax rate on the underlying loss before tax of 5.9% (2022:
22.3% on underlying profit). The effective tax rate is driven by
the geographical mix of profits and an increase in deferred tax
assets held off balance sheet in relation to the UK, due to
uncertainty regarding their use in the foreseeable future. The
Group is within the scope of the OECD Pillar Two model rules which
came into effect from 1 January 2024. The Group is in the process
of assessing its exposure to the Pillar Two legislation but does
not expect to be subject to the top-up tax in the normal course of
business.
Non-controlling interest
The Group continues to hold 70% of Revertex
(Malaysia) Sdn Bhd and its subsidiaries. These entities form a
relatively minor part of the Group, so the impact on underlying
performance from non-controlling interests is not
significant.
Earnings per share
Earnings per share is calculated based on the
weighted average number of shares in issue during the year. The
weighted average number of shares for 2023 was 85.4m (2022: 63.4m
on a comparable basis), reflecting the 20 to 1 share consolidation
and the issuance of new shares at a discount under the rights issue
in October 2023. As at 12 March 2024, the Company had 163.6m shares
in issue.
Underlying earnings per share is (35.1) pence
for the year, down from 152.0 pence in 2022 on a comparable basis,
reflecting the lower earnings and higher number of shares. The
statutory earnings per share is (78.5) pence, down from (51.2)
pence on a comparable basis in 2022.
Currency
The Group presents its consolidated financial
statements in sterling and conducts business in many currencies. As
a result, it is subject to foreign currency risk due to exchange
rate movements, which affect the Group's translation of the results
and underlying net assets of its operations. To manage this risk,
the Group uses foreign currency borrowings, forward contracts and
currency swaps to hedge non-sterling net assets, which are
predominantly denominated in euros, US dollars and Malaysian
ringgits.
In 2023 the Group experienced a translation
headwind of £0.7m on EBITDA, with average FX rates against our
three principal currencies of €1.15, $1.24 and MYR 5.67 to the
pound.
Given the global nature of our customer and
supplier base, the impact of transactional foreign exchange can be
very different from translational foreign exchange. We are able to
partially mitigate the transaction impact by matching supply and
administrative cost currencies with sales currencies. To reduce
volatility which might affect the Group's cash or income statement,
the Group hedges net currency transaction exposures at the point of
confirmed order, using forward foreign exchange contracts. The
Group's policy is, where practicable, to hedge all exposures on
monetary assets and liabilities.
Cash performance
The following table summarises the movement in
net debt and is in the format used by management:
Full year ended 31
December
|
|
2023
|
2022
|
|
|
£m
|
£m
|
Opening net
debt
|
|
(1,024.9)
|
(114.2)
|
Underlying operating profit (excluding joint
ventures)
|
|
32.4
|
169.5
|
Movement
in working capital
|
|
80.6
|
19.1
|
Depreciation of property, plant and equipment
|
|
96.5
|
86.0
|
Amortisation of other intangible assets
|
|
8.8
|
7.9
|
Capital
expenditure
|
|
(84.0)
|
(90.8)
|
Operating Cash
Flow1
|
|
134.3
|
191.7
|
Net
interest paid
|
|
(54.3)
|
(38.2)
|
Tax
received/(paid)
|
|
9.3
|
(65.6)
|
Pension
funding
|
|
(7.3)
|
(21.3)
|
Adjustment for share-based payments charge
|
|
1.8
|
0.7
|
Dividends
received from joint ventures
|
|
1.9
|
1.9
|
Free Cash
Flow
|
|
85.7
|
69.2
|
Cash
impact of settlement of interest rate derivative
contracts
|
|
12.1
|
-
|
Cash
impact of restructuring and site closure costs
|
|
(28.0)
|
(25.9)
|
Cash
impact of acquisition costs
|
|
(1.9)
|
1.7
|
Proceeds
on sale of business
|
|
208.2
|
0.3
|
Purchase
of adhesive resins business
|
|
(18.4)
|
(759.6)
|
Rights
issue proceeds
|
|
265.5
|
-
|
Repayment
of principal portion of lease liabilities
|
|
(12.4)
|
(10.1)
|
Dividends
paid
|
|
-
|
(99.5)
|
Foreign
exchange and other movements
|
|
14.4
|
(86.8)
|
Movement in net
debt
|
|
525.2
|
(910.7)
|
Closing net
debt
|
|
(499.7)
|
(1,024.9)
|
1Operating Cash Flow is defined as Total Group EBITDA
plus/minus net working capital movement less capital
expenditure.
Underlying operating profit reduced to £32.4m
reflecting the trading performance described above. The net working
capital inflow of £80.6m was as a result of the receivables
financing facility, active inventory and account management,
moderating raw materials pricing and lower activity levels.
Inventories in the acquired adhesive resins business were reduced
significantly in the year, with further progress expected in FY
2024.
In December 2022, the Group put in place
two-year, non-recourse receivables financing facilities for a
maximum committed amount of €200m. Factored receivables assigned
under the facilities amounted to £110.6m net at 31 December 2023
(2022: £82.7m net). Under the facilities, the risks and rewards of
ownership are transferred to the assignees. The duration of the
committed facilities were subsequently extended to 31 May
2025.
Depreciation and amortisation of other
intangibles increased principally due to the reprofiling of
acquired fixed assets described above. Capital expenditure was
£84.0m (2022: £90.8m), principally for the Pathway business
transformation programme and recurring SHE and sustenance
expenditure. The Group anticipates similar levels of capital
expenditure in FY 2024.
Net interest paid increased to £54.3m reflecting
the adhesive resins acquisition debt and higher base
rates.
Net tax received was £9.3m, primarily reflecting
the tax refunds the Group received in the year relating to a 2022
tax overpayment which was required by law, as a result of the
profitability of the Health &Protection business in
2021.
The cash impact of Special Items including
restructuring and site closure costs and acquisition costs was an
outflow of £29.9m.
Group debt is denominated in sterling, euros and
dollars. Both the euro and the dollar weakened relative to sterling
during 2023, leading to a foreign exchange gain in net
debt.
Financing and liquidity
At 31 December 2023, net debt was £499.7m (2022:
£1,024.9m), with the reduction principally reflecting the proceeds
of the rights issue completed in October 2023, divestment of the
Laminates, Films and Coated Fabrics businesses and Free Cash Flow
in excess of 2022 levels.
As at 31 December 2023, committed borrowing
facilities principally comprised: a $400m RCF (maturing in July
2027), five-year €520m 3.875% senior unsecured loan notes (maturing
July 2025) and UK Export Finance (UKEF) facilities of €288m and
$230m (both maturing in October 2027). At 31 December 2023, the RCF
was undrawn and the UKEF facilities were fully drawn. The Group's
net debt: EBITDA for the purposes of the leverage ratio covenant
increased from 3.7x at 31 December 2022 to 4.2x at 31 December
2023, due to lower EBITDA over the preceding 12-month period,
partially offset by lower net debt, as described
elsewhere.
The RCF and the UKEF facilities are subject to
one leverage ratio covenant. For prudence, the Group agreed in
March 2024 to extend the period of temporary covenant relaxation to
ensure that appropriate headroom was maintained. Accordingly, the
net debt: EBITDA ratios required under the covenant have been set
at not more than 6.0x in June 2024 and 5.75x in December 2024, with
ratios of not more than 5.0x in June 2025 and 4.75x in December
2025 conditional on a refinancing of the senior loan notes. In
addition, the RCF amount was changed from $400m to
€300m.
The Group currently expects net financing costs
of approximately £60-65m in 2024 as a result of higher interest
rates and other changes to the Group's financing arrangements. The
Group's committed liquidity at 8 March 2024 was in excess of
£450m.
Balance sheet
Net assets of the Group increased by 13% to
£1,162.0m at 31 December 2023, mainly reflecting the issue of new
shares partially offset by the £66.8m loss for the year and a loss
of £65.5m on translation of foreign currency.
Provisions
The Group provisions balance decreased to £41.5m
compared with a balance of £54.0m as at 31 December 2022, mainly
reflecting cash utilisation of £11.2m in the year, most notably in
relation to restructuring and site rationalisation
activities.
Retirement benefit plans
The Group's principal funded defined benefit
pension schemes are in the UK and the USA and are both closed to
new entrants and future accrual. The Group also operates an
unfunded defined benefit scheme in Germany and various other
defined contribution overseas retirement benefit
arrangements.
The Group's net retirement obligation decreased
by £8.7m to £64.7m at 31 December 2023 (31 December 2022: £73.4m),
and reflects the market value of assets and the valuation of
liabilities in accordance with IAS 19, including an asset of £16.5m
for the UK scheme. This reduction largely comprised £5.2m of cash
contributions and actuarial gains of £2.9m. During 2024 the Group
is committed to making c.£19m in contributions to the UK scheme, a
portion of which was deferred from 2023.
Post-balance sheet events
During 2022, the European Commission concluded
its investigation into styrene monomer purchasing practices, and
the final settlement amount of £38.5m was transferred to other
payables. The Group paid the settlement amount plus interest in
January 2024 as agreed with the EC.
In March 2024, the Group amended its RCF and
UKEF arrangements, as described elsewhere.
As part of the Group's previously announced
non-core portfolio rationalisation programme, there are three
formal divestment processes underway for non-core businesses in
Europe, currently incorporated within the Health & Protection
and Performance Materials division. Given progress made since the
year end, the Directors now consider it is more likely than not
that at least one of these processes will lead to a divestment
within the next 12 months.
DIVISIONAL REVIEW - CONTINUING OPERATIONS
Coatings & Construction Solutions
(CCS)
Currently our most speciality-weighted division,
CCS is already demonstrating the resilience and growth potential
that comes from a true focus on customer needs supported by
sustained alignment of people, capital, and strategy.
Full year ended 31
December
|
2023
|
2022
|
Change
|
Constant
currency1
|
|
£m
|
£m
|
%
|
%
|
Revenue
|
815.5
|
996.1
|
(18.1)
|
(19.0)
|
Volumes
(ktes)
|
515.2
|
597.7
|
(13.8)
|
|
EBITDA
|
100.1
|
120.8
|
(17.1)
|
(17.3)
|
EBITDA %
of revenue
|
12.3%
|
12.1%
|
|
|
Operating
profit - underlying
|
73.3
|
94.1
|
(22.1)
|
(22.0)
|
Operating
profit - statutory
|
41.1
|
62.8
|
(34.6)
|
|
1 Underlying constant currency revenue and
profit retranslate current year results using the prior year's
average exchange rates.
Performance
Divisional revenue decreased by 19.0% in
constant currency to £815.5m (2022: £996.1m), principally driven by
a 13.8% reduction in volume compared with the prior year. This
principally reflects more cautious buying behaviour from our
customers given the subdued end-user demand environment.
Throughout the year, our coatings end markets
have been more robust than construction and consumer materials,
while our activities for energy end markets have enjoyed strong
levels of growth. Geographically, market conditions were stronger
in our target growth regions of North America, Middle East and
Asia, with activity levels in Europe more muted.
While reduced raw material costs were reflected
in pricing, the division has been largely successful in retaining
gross margin, reflecting the speciality nature of our offering for
customers. Despite the challenging demand environment, robust cost
control and a number of tactical initiatives enabled CCS to
increase EBITDA margin to 12.3% (2022: 12.1%) and generate £100.1m
of EBITDA (2022: £120.8m) in the year.
Typically the most seasonal division in the
Group, volumes were sequentially lower in H2 2023 than H1, as
expected. Notwithstanding this, EBITDA margin was higher in the
second half compared with the first.
At the start of 2024, certain foam products were
transferred from the CCS division into Performance Materials, and
tyre cord, elastomeric modifiers and reinforcing resins products
transferred in the other direction; the net financial effect was
not significant.
Strategy
While CCS already has leading market positions
in several niches, particularly in our historical home European
markets, our strategy is focused on enhancing our organic growth
capability. We are doing this through a more end-market aligned
approach, key account management and a growing focus on value
selling, as well as building on our increased geographic reach,
both with our existing global customers and with regional leaders
in our target markets. For example, through a joined-up approach
involving the CEO of the Group and divisional management through to
local technical and sales teams, we have developed an increasingly
strategic partnership with one such leader in the USA. In the
process we have multiplied the value of our sales with them several
times over during the last 18 months.
In the year we undertook a modest investment to
enhance our coatings capacity in the Middle East, and our sales in
China should benefit from the Group's investment in a new
Innovation Centre in Shanghai.
We have also continued to align our innovation
efforts with the needs of our end markets, with a particular focus
on sustainability, as a means to enhance the differentiation and
hence resilience and margin opportunity of our product portfolio.
In the year we have piloted a new bio-based emulsion polymer
platform for coatings, with customer sampling taking place in
2024.
We also continue to progress a number of asset
optimisation projects and other cost control and capacity
management activities. We successfully completed our exit from a
small production site in Texas, and in November 2023 we announced
plans to close our Fitchburg, Massachusetts site by the end of 2024
following a review of our manufacturing footprint strategy in the
North American region. By consolidating our production in the
region we will improve asset utilisation rates and reduce
complexity, while enabling new investment to advance our strategic
focus on organic growth.
In 2024, the division's focus remains on organic
growth, disciplined investment in innovation and enhancing our
customer proposition, and continued optimisation of our
manufacturing base to align with our strategic
ambitions.
Adhesive Solutions (AS)
Despite substantial market and internal
challenges, our AS division now has the team and the plan in place
to build on its strengths and fulfil its potential, as reliability
and efficiency improve and when end markets recover.
Full year ended 31
December
|
2023
|
20221
|
Change
|
Constant
currency2
|
|
£m
|
£m
|
%
|
%
|
Revenue
|
581.7
|
572.9
|
1.5
|
1.0
|
Volumes
(ktes)
|
247.2
|
224.2
|
10.3
|
|
EBITDA
|
31.2
|
67.2
|
(53.6)
|
(54.3)
|
EBITDA %
of revenue
|
5.4%
|
11.7%
|
|
|
Operating
(loss)/profit - underlying
|
(7.5)
|
44.5
|
n/m
|
n/m
|
Operating
(loss)/profit - statutory
|
(32.7)
|
(126.1)
|
n/m
|
|
1 2022 included a nine month contribution
from the adhesive resins acquisition.
2
Underlying constant currency revenue and profit
retranslate current year results using the prior year's average
exchange rates.
Performance
Divisional revenue was £581.7m (2022: £572.9m),
an increase of 1.0% in constant currency. The inclusion of the
adhesive resins acquisition for the whole year (compared to three
quarters in 2022) largely offset a 10.6% like-for-like volume
decline, driven by lower demand amplified by destocking, challenges
fulfilling customer orders due to previously disclosed reliability
and supply chain issues, and increased pressure from global
competitors in base products in the second half.
Within the division, speciality products (c.55%
of divisional revenues) such as pure monomer resins (PMR),
polybutadiene polymers, amorphous polyolefins (APOs) and rosins
were more robust in both volume and pricing terms, reflecting their
greater differentiation for customers. However, our more base
chemical products - particularly hydrocarbon resins for the tapes,
labels, packaging and plastics markets in Europe and the USA - were
more exposed to increased global competition for lower demand this
year.
In our speciality product portfolio, we were
able largely to maintain or increase margins. We also successfully
delivered on the cost and reliability actions planned for the year
by the performance improvement programme that was put in place in
July 2023 by the new divisional management team. However, the
market challenges especially in our base products, together with
disruptions in supply chain and production, resulted in divisional
EBITDA of £31.2m (2022: £67.2m) and EBITDA margin of 5.4% (2022:
11.7%) for the year.
Comparing H2 2023 with the first half, the
divisional volume declines began to stabilise, and EBITDA margin
improved by 71bps.
Strategy
The AS division has leading positions in a range
of speciality adhesive applications and long-term embedded
relationships with many high-quality customers in attractive end
markets. It has shifted the weighting of the Group towards North
America through the recent adhesive resins acquisition, creating
opportunities for Synthomer as a whole. However, its performance in
2023 was well below the division's long-term potential.
The immediate priority of our division is the
execution of our performance improvement programme to increase
operational reliability and cost efficiency of the acquired
adhesive resins operations. The reliability initiatives focus on
end-to-end stabilisation in procurement, production, and supply
chain. We have made progress in improving logistics and supplier
networks, and our focus going forward is now primarily on improving
the reliability of certain key acquired sites. In terms of cost,
the majority of the acquisition synergies have now been delivered.
The new performance improvement programme delivered £5m in savings
in 2023, and is currently targeting a total run rate in excess of
£25m by 2025 with significant progress expected in 2024. The
division has also successfully reduced inventory by more than £25m
in the year, with further reductions targeted in 2024.
In addition to the performance improvement
programme, our divisional strategy in 2024 and beyond recognises
and addresses the differentiated performance of the speciality and
base parts of the division. The majority of our investment for
future growth is intended to build on the strengths of our
speciality portfolio to drive revenue synergies and organic growth.
This includes strengthening customer relationship management,
innovation projects such as the launch of new product grades for
tyres for electric vehicle end markets, and sustainability
initiatives such as the ISCC PLUS certification of our major
manufacturing sites. To support this, we are also investing in a
disciplined way, including the ongoing expansion of our speciality
amorphous polyolefins capacity in North America.
In the base product areas, the focus is more on
enhancing cost competitiveness, such as our recent investment to
bolster our supply chain, increase reliability and improve the cost
position for hydrocarbon resin production in Europe.
Health & Protection and Performance Materials
(HPPM)
Volumes in our Heath & Protection business
have begun to recover gradually from their post-pandemic trough,
and we continue to drive forward our plans for the Performance
Materials portfolio.
Full year ended 31 December
(continuing)1
|
2023
|
2022
|
Change
|
Constant
currency2
|
|
£m
|
£m
|
%
|
%
|
Revenue
|
573.7
|
763.3
|
(24.8)
|
(23.7)
|
Volumes
(ktes)
|
544.2
|
629.0
|
(13.5)
|
|
EBITDA
|
31.0
|
86.5
|
(64.2)
|
(61.3)
|
EBITDA %
of revenue
|
5.4%
|
11.3%
|
|
|
Operating
(loss)/profit - underlying
|
(0.7)
|
57.6
|
n/m
|
n/m
|
Operating
(loss)/profit - statutory
|
(10.2)
|
54.2
|
n/m
|
|
1 Laminates, Film and Coated Fabrics and
North America Paper and Carpet have been reclassified as
discontinued operations.
2
Underlying constant currency revenue and profit
retranslate current year results using the prior year's average
exchange rates.
Continuing divisional performance
Divisional revenue was £573.7m (2022: £763.3m),
driven by a 13.5% reduction in volume and significantly lower
prices compared with the strong 2022.
The exceptional global demand for NBR to
manufacture medical gloves at the height of the COVID-19 pandemic
gave way during 2022 to a prolonged period of destocking and
oversupply for our Health & Protection business. This, combined
with an increase in output from Chinese glove manufacturers, put
significant strain on pricing and plant utilisation throughout the
value chain. Together, these factors resulted in a 13.4% decline in
NBR volumes compared with the prior year. End-market demand growth
for medical gloves remains robust, underpinned by the long-term
hygiene megatrend, and some NBR and glove capacity has left the
market (including from our decision in August 2023 to mothball our
NBR facility in Kluang, Malaysia, which will reduce our NBR
capacity by approximately 20%). As a result, the current divergence
between capacity and demand for NBR is slowly abating, with volumes
modestly improving in Q3 and Q4 2023, albeit with low unit margins
persisting.
In our Performance Materials portfolio, which
includes a number of businesses with niche leadership
positions that have however been assessed as non-core to the
wider Group strategy, volumes were down by 13.5%. This was driven
principally by lower demand exacerbated by destocking. Many of
these are base businesses which have experienced greater unit
margin pressure as raw material prices moderate compared with the
more speciality parts of the Group. Again the trend moderated
sequentially, with Performance Materials volumes stabilising during
the second half.
As a predominantly base chemicals division, the
negative operating leverage impact of lower volumes was
significant, with divisional EBITDA reducing to £31.0m (2022:
£86.5m) and EBITDA margin to 5.4% (2022: 11.3%). Reflecting our
focus on cost, capacity utilisation and efficiency, divisional
EBITDA margin improved by 90bps in H2 2023 compared with H1
2023.
Strategy
As a market leader with critical mass and
structurally growing end-markets, Health & Protection is a core
Synthomer business, albeit one with base chemical characteristics.
As such, in accordance with the differentiated steering pillar of
our strategy, our operational focus has been on improving cost
efficiency across our value chain and enhancing our overall value
proposition to our customers through selective investment in
process and product innovation and sustainability.
The transfer of product grades from Kluang to
our other NBR plants is now largely complete, improving our overall
cost competitiveness and utilisation rates. Focusing our Health
& Protection production on our newer facilities also lowers our
energy consumption and the carbon footprint of our customers and
ourselves.
We also continue to increase our level of
customer intimacy, enhancing our understanding of demand and market
flows and facilitating deeper relationships with customers. We
requalified with an important customer during the year, and are
exploring a number of new opportunities, including in the USA
and China, the latter to be supported by Synthomer's investment in
our new China Innovation Centre under construction in Shanghai. We
have also revised our innovation and capital expenditure plans to
focus on our most differentiated products or process opportunities,
with positive take-up of our SyNovus Plus product in Europe, for
example.
Our non-core portfolio rationalisation programme
continued to progress during the year. We currently have three
formal divestment processes underway, including for the European
SBR for paper and carpet business, which is progressing to
plan.
Safety
We achieved a much improved performance in 2023.
Our Recordable Case Rate (RCR) result represents a more than 50%
year-on-year improvement and places Synthomer in the top quartile
for our industry. Meanwhile, our Process Safety Event Rate (PSER)
has stabilised year-on-year. Both metrics are testament to the hard
work of our employees, although we recognise there remains
more to do to, in particular to complete the process of bringing
the more recently acquired sites up to the standards of safety
achieved elsewhere in the portfolio.
Longer-term SHE trends clearly demonstrate that
the longer sites are part of Synthomer and our SHE management
system, the better their performance.
As well as our two headline 'lagging'
indicators, we are also increasingly focused on a number of
'leading' indicators, such as permit to work, management of change
and SHE competency within our teams to help drive future
performance improvements. In 2023, we held three regional SHE
conferences with leading indicators as a headline topic.
In 2024, we will focus on process safety
improvements for all our operational teams and continue to develop
our major accident hazard scenario barrier checks.
Full year ended 31 December
(continuing)
|
2023
|
2022
|
Change
|
RCR
per 100,000
hours for employees and contractors
|
|
|
Absolute
|
CCS
|
0.23
|
0.45
|
(0.22)
|
AS1
|
0.38
|
0.29
|
0.09
|
HPPM
|
0.03
|
0.18
|
(0.15)
|
Continuing
Group
|
0.16
|
0.31
|
(0.15)
|
PSER per 100,000 hours for
employees and contractors
|
|
|
Absolute
|
CCS
|
0.13
|
0.28
|
(0.15)
|
AS1
|
0.63
|
0.54
|
0.09
|
HPPM
|
0.08
|
0.13
|
(0.05)
|
Continuing
Group
|
0.18
|
0.24
|
(0.06)
|
1 2022 data for AS reflects the
April-December period which included the acquired adhesive resins
business.
Forward-looking statements
Certain statements included or incorporated by
reference within this document may constitute 'forward-looking
statements' with respect to the operations, performance and
financial condition of the Group. By their nature, forward-looking
statements involve uncertainty, since future events and
circumstances can cause results or developments to differ
materially from those anticipated. The forward-looking statements
reflect knowledge and information available at the date of
preparation of this report and the Company is under no obligation
to update these forward-looking statements. No statement in this
document should be construed as a profit forecast.
Consolidated income statement
for the
year ended 31 December 2023
|
|
2023
|
2022
|
|
|
Underlying
performance
£m
|
Special
items
£m
|
IFRS
£m
|
Underlying performance
£m
|
Special
items
£m
|
IFRS
£m
|
Continuing operations
Revenue
|
|
1,970.9
|
-
|
1,970.9
|
2,332.3
|
-
|
2,332.3
|
Company and subsidiaries operating
profit before
Special Items
|
|
36.3
|
-
|
36.3
|
167.8
|
-
|
167.8
|
Amortisation of acquired intangibles
|
|
-
|
(49.3)
|
(49.3)
|
-
|
(44.8)
|
(44.8)
|
Restructuring and site closure costs
|
|
-
|
(14.7)
|
(14.7)
|
-
|
(19.2)
|
(19.2)
|
Acquisition costs and related losses
|
|
-
|
(2.0)
|
(2.0)
|
-
|
(6.5)
|
(6.5)
|
Sale of
business
|
|
-
|
(0.3)
|
(0.3)
|
-
|
(0.3)
|
(0.3)
|
Regulatory fine
|
|
-
|
(0.7)
|
(0.7)
|
-
|
21.5
|
21.5
|
Abortive
bond costs
|
|
-
|
(0.5)
|
(0.5)
|
-
|
-
|
-
|
Impairment charge
|
|
-
|
(5.6)
|
(5.6)
|
-
|
(133.7)
|
(133.7)
|
Company
and subsidiaries operating profit/(loss)
|
|
36.3
|
(73.1)
|
(36.8)
|
167.8
|
(183.0)
|
(15.2)
|
Share of
joint ventures
|
|
1.4
|
-
|
1.4
|
1.7
|
-
|
1.7
|
Operating profit/(loss)
|
|
37.7
|
(73.1)
|
(35.4)
|
169.5
|
(183.0)
|
(13.5)
|
Interest
payable
|
|
(70.6)
|
-
|
(70.6)
|
(44.8)
|
-
|
(44.8)
|
Interest
receivable
|
|
10.2
|
-
|
10.2
|
1.6
|
-
|
1.6
|
Fair
value (loss)/gain on unhedged interest derivatives
|
|
-
|
(1.8)
|
(1.8)
|
-
|
25.1
|
25.1
|
Loss on
extinguishment of financing facilities
|
|
-
|
(4.7)
|
(4.7)
|
-
|
-
|
-
|
Net
interest expense on defined benefit obligations
|
|
(2.7)
|
-
|
(2.7)
|
(1.2)
|
-
|
(1.2)
|
Interest
element of lease payments
|
|
(1.8)
|
-
|
(1.8)
|
(1.4)
|
-
|
(1.4)
|
Finance costs
|
(64.9)
|
(6.5)
|
(71.4)
|
(45.8)
|
25.1
|
(20.7)
|
(Loss)/profit before
taxation
|
(27.2)
|
(79.6)
|
(106.8)
|
123.7
|
(157.9)
|
(34.2)
|
Taxation
|
|
1.7
|
2.8
|
4.5
|
(27.6)
|
42.9
|
15.3
|
(Loss)/profit for the year
from continuing operations
|
(25.5)
|
(76.8)
|
(102.3)
|
96.1
|
(115.0)
|
(18.9)
|
(Loss)/profit for the year from discontinuing operations
attributable to equity holders of the parent
|
|
(4.1)
|
39.6
|
35.5
|
0.8
|
(14.9)
|
(14.1)
|
(Loss)/profit for the
year
|
(29.6)
|
(37.2)
|
(66.8)
|
96.9
|
(129.9)
|
(33.0)
|
Profit/(loss) attributable to non-controlling interests
|
|
0.4
|
(0.2)
|
0.2
|
0.5
|
(1.0)
|
(0.5)
|
(Loss)/profit attributable to equity holders of the
parent
|
|
(30.0)
|
(37.0)
|
(67.0)
|
96.4
|
(128.9)
|
(32.5)
|
|
(29.6)
|
(37.2)
|
(66.8)
|
96.9
|
(129.9)
|
(33.0)
|
Earnings per share
|
|
|
|
|
|
|
|
- Basic
from continuing operations
|
|
(30.3)p
|
(89.7)p
|
(120.0)p
|
150.7p
|
(179.7)p
|
(29.0)p
|
- Diluted
from continuing operations
|
|
(30.3)p
|
(89.7)p
|
(120.0)p
|
150.7p
|
(179.7)p
|
(29.0)p
|
-
Basic
|
|
(35.1)p
|
(43.4)p
|
(78.5)p
|
152.0p
|
(203.2)p
|
(51.2)p
|
-
Diluted
|
|
(35.1)p
|
(43.4)p
|
(78.5)p
|
152.0p
|
(203.2)p
|
(51.2)p
|
Consolidated statement of comprehensive
income
for the
year ended 31 December 2023
|
|
|
2023
|
|
|
2022
|
|
|
|
|
Equity holders of the
parent
£m
|
Non-controlling
interests
£m
|
Total
£m
|
Equity
holders
of the
parent
£m
|
Non-controlling
interests
£m
|
Total
£m
|
(Loss)/profit for the year
|
|
(67.0)
|
0.2
|
(66.8)
|
(32.5)
|
(0.5)
|
(33.0)
|
Actuarial
gains
|
|
2.9
|
-
|
2.9
|
34.1
|
-
|
34.1
|
Tax
relating to components of other comprehensive income
|
|
(1.0)
|
-
|
(1.0)
|
(11.6)
|
-
|
(11.6)
|
Total items that will not be
reclassified to profit or loss
|
|
1.9
|
-
|
1.9
|
22.5
|
-
|
22.5
|
Exchange
differences on translation of foreign operations
|
|
(58.3)
|
(0.8)
|
(59.1)
|
95.9
|
0.8
|
96.7
|
Exchange
differences recycled on sale of business
|
|
(0.5)
|
-
|
(0.5)
|
-
|
-
|
-
|
Fair
value (loss)/gain on hedged interest derivatives
|
|
(7.7)
|
-
|
(7.7)
|
9.7
|
-
|
9.7
|
Gains on
net investment hedges taken to equity
|
|
1.0
|
-
|
1.0
|
2.4
|
-
|
2.4
|
Total items that may be
reclassified subsequently to profit or loss
|
|
(65.5)
|
(0.8)
|
(66.3)
|
108.0
|
0.8
|
108.8
|
Total other comprehensive
(expense)/income for the year
|
|
(63.6)
|
(0.8)
|
(64.4)
|
130.5
|
0.8
|
131.3
|
Total comprehensive
(expense)/income for the year
|
|
(130.6)
|
(0.6)
|
(131.2)
|
98.0
|
0.3
|
98.3
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Consolidated statement of changes in
equity
for the
year ended 31 December 2023
|
|
Share
capital
£m
|
Share
premium
£m
|
Capital
redemption
reserve
£m
|
Hedging & translation
reserve
£m
|
Retained
earnings
£m
|
Total equity holdings of the
parent
£m
|
Non- controlling
interests
£m
|
Total
equity
£m
|
At 1
January 2023
|
|
46.7
|
620.0
|
0.9
|
75.9
|
273.5
|
1,017.0
|
14.0
|
1,031.0
|
(Loss)/profit for the year
|
|
-
|
-
|
-
|
-
|
(67.0)
|
(67.0)
|
0.2
|
(66.8)
|
Other
comprehensive (expense)/income for the year
|
|
-
|
-
|
-
|
(65.5)
|
1.9
|
(63.6)
|
(0.8)
|
(64.4)
|
Total comprehensive
(expense) for the year
|
|
-
|
-
|
-
|
(65.5)
|
(65.1)
|
(130.6)
|
(0.6)
|
(131.2)
|
Dividends
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share
consolidation
|
|
(46.5)
|
46.5
|
-
|
-
|
-
|
-
|
-
|
-
|
Issue of
shares
|
|
1.4
|
259.4
|
-
|
-
|
-
|
260.8
|
-
|
260.8
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
1.4
|
1.4
|
-
|
1.4
|
At 31 December 2023
|
1.6
|
925.9
|
0.9
|
10.4
|
209.8
|
1,148.6
|
13.4
|
1,162.0
|
|
|
Share
capital
£m
|
Share
premium
£m
|
Capital
redemption
reserve
£m
|
Hedging
& translation reserve
£m
|
Retained
earnings
£m
|
Total
equity holdings of the parent
£m
|
Non-
controlling interests
£m
|
Total
equity
£m
|
At 1
January 2022
|
|
46.7
|
620.0
|
0.9
|
(32.1)
|
383.8
|
1,019.3
|
13.7
|
1,033.0
|
Loss for
the year
|
|
-
|
-
|
-
|
-
|
(32.5)
|
(32.5)
|
(0.5)
|
(33.0)
|
Other
comprehensive income for the year
|
|
-
|
-
|
-
|
108.0
|
22.5
|
130.5
|
0.8
|
131.3
|
Total
comprehensive income for the year
|
|
-
|
-
|
-
|
108.0
|
(10.0)
|
98.0
|
0.3
|
98.3
|
Dividends
|
|
-
|
-
|
-
|
-
|
(99.5)
|
(99.5)
|
-
|
(99.5)
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
(0.8)
|
(0.8)
|
-
|
(0.8)
|
At 31
December 2022
|
|
46.7
|
620.0
|
0.9
|
75.9
|
273.5
|
1,017.0
|
14.0
|
1,031.0
|
Consolidated balance sheet
as at 31
December 2023
|
|
2023
£m
|
2022
£m
|
Non-current assets
|
|
|
|
Goodwill
|
|
465.7
|
480.8
|
Acquired
intangible assets
|
|
452.5
|
523.6
|
Other
intangible assets
|
|
71.1
|
60.9
|
Property,
plant and equipment
|
|
705.7
|
753.6
|
Deferred
tax assets
|
|
36.8
|
50.3
|
Defined
benefit asset
|
|
16.5
|
5.9
|
Investment in joint ventures
|
|
7.5
|
8.1
|
Total non-current
assets
|
1,755.8
|
1,883.2
|
Current assets
|
|
|
|
Inventories
|
|
344.1
|
407.9
|
Trade and
other receivables
|
|
213.0
|
271.6
|
Current
tax assets
|
|
8.8
|
34.3
|
Cash and
cash equivalents
|
|
371.3
|
227.7
|
Derivative financial instruments
|
|
12.2
|
26.7
|
Assets
classified as held for sale
|
|
1.5
|
196.2
|
Total current assets
|
950.9
|
1,164.4
|
Total assets
|
2,706.7
|
3,047.6
|
Current liabilities
|
|
|
|
Borrowings
|
|
(0.7)
|
(18.5)
|
Trade and
other payables
|
|
(431.3)
|
(460.8)
|
Lease
liabilities
|
|
(13.8)
|
(10.6)
|
Current
tax liabilities
|
|
(28.0)
|
(33.6)
|
Provisions for other liabilities and charges
|
|
(11.9)
|
(13.7)
|
Derivative financial instruments
|
|
(2.4)
|
-
|
Liabilities classified as held for sale
|
|
-
|
(45.5)
|
Total current liabilities
|
(488.1)
|
(582.7)
|
Non-current liabilities
|
|
|
|
Borrowings
|
|
(870.3)
|
(1,234.1)
|
Trade and
other payables
|
|
(0.2)
|
(0.4)
|
Lease
liabilities
|
|
(41.5)
|
(34.9)
|
Deferred
tax liabilities
|
|
(33.8)
|
(44.9)
|
Retirement benefit obligations
|
|
(81.2)
|
(79.3)
|
Provisions for other liabilities and charges
|
|
(29.6)
|
(40.3)
|
Total non-current
liabilities
|
(1,056.6)
|
(1,433.9)
|
Total liabilities
|
(1,544.7)
|
(2,016.6)
|
Net assets
|
1,162.0
|
1,031.0
|
Equity
|
|
|
|
Share
capital
|
|
1.6
|
46.7
|
Share
premium
|
|
925.9
|
620.0
|
Capital
redemption reserve
|
|
0.9
|
0.9
|
Hedging
and translation reserve
|
|
10.4
|
75.9
|
Retained
earnings
|
|
209.8
|
273.5
|
Equity attributable to
equity owners of the parent
|
|
1,148.6
|
1,017.0
|
Non-controlling interests
|
|
13.4
|
14.0
|
Total equity
|
1,162.0
|
1,031.0
|
Consolidated cash flow statement
for the
year ended 31 December 2023
|
|
2023
|
2022
|
|
|
£m
|
£m
|
£m
|
£m
|
Operating
|
|
|
|
|
|
Cash
generated from operations
|
|
|
195.0
|
|
237.7
|
-
Interest received
|
|
10.2
|
|
1.6
|
|
-
Interest paid
|
|
(62.7)
|
|
(38.4)
|
|
-
Interest element of lease payments
|
|
(1.8)
|
|
(1.4)
|
|
Net
interest paid
|
|
|
(54.3)
|
|
(38.2)
|
- UK
corporation tax paid
|
|
(2.9)
|
|
-
|
|
-
Overseas corporate tax received/(paid)
|
|
12.2
|
|
(65.6)
|
|
Total tax
received/(paid)
|
9.3
|
(65.6)
|
Net cash inflow from
operating activities
|
150.0
|
133.9
|
Investing
|
|
|
|
|
|
Dividends
received from joint ventures
|
|
|
1.9
|
|
1.9
|
Purchase
of property, plant and equipment and intangible assets
|
|
|
(84.0)
|
|
(90.8)
|
Acquisition of adhesive resins business
|
|
|
(18.4)
|
|
(759.6)
|
Proceeds
from sale of business
|
|
|
208.2
|
|
0.3
|
Net cash
inflow/(outflow) from investing activities
|
107.7
|
(848.2)
|
Financing
|
|
|
|
|
|
Dividends
paid
|
|
|
-
|
|
(99.5)
|
Dividends
paid to non-controlling interests
|
|
|
-
|
|
-
|
Proceeds
on issue of shares
|
|
|
265.5
|
|
-
|
Settlement of equity-settled share-based payments
|
|
|
(0.4)
|
|
(1.5)
|
Repayment
of principal portion of lease liabilities
|
|
|
(12.4)
|
|
(10.1)
|
Repayment
of borrowings
|
|
|
(892.0)
|
|
(207.6)
|
Proceeds
of borrowings
|
|
|
548.4
|
|
733.2
|
Net cash (outflow)/inflow
from financing activities
|
(90.9)
|
414.5
|
Increase/(decrease) in cash,
cash equivalents and bank overdrafts during the
period
|
166.8
|
(299.8)
|
Cash and
cash equivalents and bank overdrafts at 1 January
|
|
|
209.2
|
|
505.3
|
Foreign
exchange (loss)/gain
|
|
|
(5.4)
|
|
3.7
|
Cash, cash equivalents and
bank overdrafts at 31 December
|
|
370.6
|
209.2
|
See note
8 for further details of cash flows from discontinued operations.
|
1. Special items
IFRS and Underlying
performance
The IFRS profit measures show the
performance of the Group as a whole and as such include all sources
of income and expense, including both one-off items and those that
do not relate to the Group's ongoing businesses. To provide
additional clarity on the ongoing trading performance of the
Group's businesses, management uses 'Underlying' performance as an
Alternative Performance Measure to plan for, control and assess the
performance of the segments. Underlying performance differs from
the IFRS measures as it excludes Special Items.
Special Items
Special Items are disclosed
separately in order to provide a clearer indication of the Group's
Underlying performance.
Special Items are either irregular -
and therefore including them in the assessment of a segment's
performance would lead to a distortion of trends - or are technical
adjustments which ensure the Group's financial statements are in
compliance with IFRS but do not reflect the operating performance
of a segment in the year, or both. An example of the latter is the
amortisation of acquired intangibles, which principally relates to
acquired customer relationships. The Group incurs costs, which are
recognised as an expense in the income statement, in maintaining
these customer relationships. The Group considers that the
exclusion of the amortisation charge on acquired intangibles
from Underlying
performance avoids the potential double counting of such costs and therefore excludes it as a Special Item from Underlying performance.
The following are consistently
disclosed separately as Special Items in order to provide a clearer
indication of the Group's Underlying performance:
· Restructuring and site closure costs
· Sale
of business or significant asset
· Acquisition costs
· Amortisation of acquired intangible assets
· Impairment of non-current assets
· Fair
value adjustments in respect of derivative financial instruments
where hedge accounting is not applied
· Items
of income and expense that are considered material, either by their
size and/or nature
· Tax
impact of above items
· Settlement of prior period tax issues.
Special Items comprise:
|
|
2023
£m
|
2022
£m
|
Amortisation of acquired intangibles
|
|
(49.3)
|
(44.8)
|
Restructuring and site closure costs
|
|
(14.7)
|
(19.2)
|
Impairment charge
|
|
(5.6)
|
(133.7)
|
Acquisition costs and related (losses)/gains
|
|
(2.0)
|
(6.5)
|
Sale of
business
|
|
(0.3)
|
(0.3)
|
Regulatory fine
|
|
(0.7)
|
21.5
|
Abortive
bond costs
|
|
(0.5)
|
-
|
Total impact on operating
loss
|
(73.1)
|
(183.0)
|
Finance costs
|
|
|
|
Fair
value (loss)/gain on unhedged interest
derivatives
|
|
(1.8)
|
25.1
|
Loss on
extinguishment of financing facilities
|
|
(4.7)
|
-
|
Total impact on loss before
taxation
|
|
(79.6)
|
(157.9)
|
Taxation
Special items
|
|
(1.7)
|
3.6
|
Taxation
on Special items
|
|
4.5
|
39.3
|
Total impact on loss for the
year - continuing operations
|
(76.8)
|
(115.0)
|
Discontinued
Operations
|
|
|
|
Amortisation of acquired intangibles
|
|
-
|
(6.1)
|
Restructuring and site closure costs
|
|
(3.7)
|
(0.3)
|
Sale of
business
|
|
61.5
|
(8.3)
|
Impairment charge
|
|
(0.8)
|
-
|
Taxation
on Special Items
|
|
(17.4)
|
(0.2)
|
Total impact on
profit/(loss) for the year - discontinued
operations
|
39.6
|
(14.9)
|
Total impact on loss for the
year
|
(37.2)
|
(129.9)
|
Amortisation of acquired intangibles
is the amortisation on the customer lists, patents, trademarks and
trade secrets arising on past acquisitions. The fair value of the
intangible assets arising on past acquisitions are being amortised
over periods of 5-20 years mainly dependent on
the characteristics of the customer
relationships.
1. Special items (continued)
Within continuing operations,
Restructuring and site closure costs in
2023 comprised:
· A
£3.3m charge in relation to the ongoing integration of the acquired
adhesive resins business into the Adhesive Solutions
division
· £3.8m
of costs in relation to the new strategy and realignment of the
business into its new divisions effective from 2023
· £5.9m
of costs for ongoing functional and site rationalisation in the USA
and Europe, as a result of divisional realignment and the sale of
the Laminates, Films and Coated Fabrics business
· A
£1.7m charge in relation to demolition and site rationalisation
activity in Malaysia.
Within discontinued operations,
Restructuring and site closure costs of £3.3m were incurred due to
the closure of the North America Paper and Carpet business that was
announced in September 2023.
Restructuring and site closure costs
in 2022 included charges to integrate the adhesive resins business,
site rationalisation costs in Malaysia and Europe, and costs in
relation to the strategy change and realignment of the business
into its new divisions.
Within continuing operations, a
£5.6m impairment charge was provided on the mothballing of the NBR
plant in Malaysia. Within discontinued operations, a £0.8m
impairment charge was taken to discontinued items in the year,
relating to lease impairments in the discontinued North America
Paper and Carpet business. The impairment charge in 2022 related to
the acquired adhesive resins business.
Acquisition costs and related gains
are for the acquisition of the adhesive resins business from
Eastman Chemical Company and include £1.9m of costs, related to
obligations to the USA pension schemes. Acquisition costs in 2022
also related to the acquisition of adhesive resins.
Sale of business mainly related to
the proceeds net of any costs, primarily professional fees,
incurred in conjunction with the sale of the Laminates, Films and
Coated Fabrics businesses to Surteco.
During 2018, the European Commission
initiated an investigation into Styrene monomer purchasing
practices of a number of companies, including Synthomer, operating
in the European Economic Area. The Company has fully cooperated
with the Commission throughout the investigation. In 2021, based on
the information available and the resulting
assessment of the expected outcome of the investigation a
provision of £57.2m was made. In 2022, the Commission concluded its
investigation, resulting in a fine of £38.5m. In 2023, interest of
£0.7m on the settlement was due.
During the year, the Group commenced
a process to issue fixed rate unsecured loan notes, the Group later
decided to issue new shares in a rights issue and did not proceed
with the issue of the loan notes. The costs of this process are not
reflective of underlying performance.
In July 2018, the Group entered into
swap arrangements to fix euro interest rates on the full value of
the then €440m committed unsecured revolving credit facility. The
fair value movement of the unhedged interest rate derivatives
relates to the movement in the mark-to-market of the swap in excess
of the Group's borrowings.
Continuing taxation Special Items
related principally to the movement in foreign exchange on the uncertain tax provision in relation to a
historical tax issue in Malaysia.
Continuing taxation on Special Items
is mainly deferred tax credits arising on the amortisation of
acquired intangibles and restructuring and site closure
costs.
Discontinuing taxation on Special
Items relates principally to the utilisation of the USA tax losses
against the USA tax on the sale of the Laminates, Films and Coated
Fabrics business.
2. Segmental analysis
The Group's Executive Committee,
chaired by the Chief Executive Officer, examines the Group's
performance.
As part of the strategy refresh
announced in October 2022, the Group has changed the way it does
business to be closer to consumers, more embedded in customers'
markets, and better able to deliver the sustainable innovations
that will drive success. As of 1 January 2023, the Group now has
three new, market-focused divisions with strong commercial
positions and global reach.
The Group's reportable segments are
as follows:
Coatings & Construction Solutions
Our specialist polymers enhance the
sustainable performance of a wide range of coatings and
construction products. We work across architectural and masonry
coatings, mortar modification, waterproofing and flooring, fibre
bonding, and energy solutions.
Adhesive Solutions
Our adhesive solutions bond, modify
and compatibilise surfaces and components for products including
tapes and labels, packaging, hygiene, tyres and plastic
modification, helping improve permeability, strength, elasticity,
damping, dispersion and grip.
Health & Protection and Performance
Materials
We help enhance protection and
performance in a wide range of industries including medical glove
manufacture, speciality paper, food packaging, carpet and
artificial turf, gel foam elastomers, and vinyl-coated seating
fabrics.
The Group's Executive Committee is
the chief operating decision maker and primarily uses a measure of
earnings before interest, tax, depreciation and amortisation
(EBITDA) to assess the performance of the operating segments. No
information is provided to the Group's Executive Committee at the
segment level concerning interest income, interest expense, income
tax or other material non-cash items.
No single customer accounts for more
than 10% of the Group's revenue.
A segmental analysis of Underlying
performance and Special Items is shown below.
Continuing Operations
|
|
|
Discontinued
Operations
|
2023
|
Coatings & Construction
Solutions
£m
|
Adhesive
Solutions
£m
|
Health &
Protection
and Performance
Materials
£m
|
Corporate
£m
|
Total
£m
|
Health &
Protection
and Performance
Materials
£m
|
Total
£m
|
Revenue
|
|
|
|
|
|
|
|
Total
revenue
|
815.5
|
581.7
|
584.3
|
-
|
1,981.5
|
50.3
|
2,031.8
|
Inter-segmental revenue
|
-
|
-
|
(10.6)
|
-
|
(10.6)
|
-
|
(10.6)
|
|
815.5
|
581.7
|
573.7
|
-
|
1,970.9
|
50.3
|
2,021.2
|
EBITDA
|
100.1
|
31.2
|
31.0
|
(20.2)
|
142.1
|
(3.0)
|
139.1
|
Depreciation and amortisation
|
(26.8)
|
(38.7)
|
(31.7)
|
(7.2)
|
(104.4)
|
(0.9)
|
(105.3)
|
Operating profit/(loss)
before Special Items
|
73.3
|
(7.5)
|
(0.7)
|
(27.4)
|
37.7
|
(3.9)
|
33.8
|
Special
Items
|
(32.2)
|
(25.2)
|
(9.5)
|
(6.2)
|
(73.1)
|
57.0
|
(16.1)
|
Operating profit/(loss)
|
41.1
|
(32.7)
|
(10.2)
|
(33.6)
|
(35.4)
|
53.1
|
17.7
|
Finance
costs
|
|
|
|
|
|
|
(71.4)
|
Loss
before taxation
|
(53.7)
|
|
|
|
|
|
|
|
|
|
| |
2. Segmental analysis
(continued)
|
|
Continuing Operations
|
|
|
Discontinued Operations
|
2022
|
Coatings
& Construction Solutions
£m
|
Adhesive
Solutions
£m
|
Health
&
Protection
and
Performance Materials
£m
|
Corporate
£m
|
Total
£m
|
Health
&
Protection
and
Performance Materials
£m
|
Total
£m
|
Revenue
|
|
|
|
|
|
|
|
Total
revenue
|
996.1
|
572.9
|
779.7
|
-
|
2,348.7
|
252.8
|
2,601.5
|
Inter-segmental revenue
|
-
|
-
|
(16.4)
|
-
|
(16.4)
|
-
|
(16.4)
|
|
996.1
|
572.9
|
763.3
|
-
|
2,332.3
|
252.8
|
2,585.1
|
EBITDA
|
120.8
|
67.2
|
86.5
|
(20.7)
|
253.8
|
11.3
|
265.1
|
Depreciation and amortisation
|
(26.7)
|
(22.7)
|
(28.9)
|
(6.0)
|
(84.3)
|
(9.6)
|
(93.9)
|
Operating
profit/(loss) before Special Items
|
94.1
|
44.5
|
57.6
|
(26.7)
|
169.5
|
1.7
|
171.2
|
Special
Items
|
(31.3)
|
(170.6)
|
(3.4)
|
22.3
|
(183.0)
|
(14.7)
|
(197.7)
|
Operating
profit/(loss)
|
62.8
|
(126.1)
|
54.2
|
(4.4)
|
(13.5)
|
(13.0)
|
(26.5)
|
Finance
costs
|
|
|
|
|
|
|
(21.1)
|
Profit
before taxation
|
|
|
|
|
|
|
(47.6)
|
|
|
|
|
|
|
|
|
|
|
| |
3. Reconciliation of operating profit/(loss) to cash
generated from operations
|
2023
£m
|
2022
£m
|
Operating profit/(loss)
|
17.7
|
(26.5)
|
Less:
share of profits of joint ventures
|
(1.4)
|
(1.7)
|
Adjustments for:
|
16.3
|
(28.2)
|
-
Depreciation of property, plant and equipment
|
85.0
|
76.4
|
-
Depreciation of right of use assets
|
11.5
|
9.6
|
-
Amortisation of other intangibles
|
8.8
|
7.9
|
-
Share-based payments
|
1.8
|
0.7
|
- Special
Items
|
16.1
|
197.7
|
Cash
impact of settlement of interest rate derivative contracts
|
12.1
|
-
|
Cash
impact of restructuring and site closure costs
|
(28.0)
|
(25.9)
|
Cash
impact of acquisition costs and related gains
|
(1.9)
|
1.7
|
Pension
funding in excess of service cost
|
(7.3)
|
(21.3)
|
Movement
in working capital
|
80.6
|
19.1
|
Cash generated from
operations
|
195.0
|
237.7
|
Reconciliation of movement in
working capital
|
|
|
Decrease/(increase) in inventories
|
45.7
|
(12.3)
|
Decrease
in trade and other receivables
|
52.7
|
147.0
|
Decrease
in trade and other payables
|
(17.8)
|
(115.6)
|
Movement
in working capital
|
80.6
|
19.1
|
4. Dividends
|
2023
|
|
2022
|
|
|
Pence per
share
|
£m
|
Pence
per
share
|
£m
|
Interim
dividend
|
-
|
-
|
-
|
-
|
Proposed
final dividend
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
As part of a covenant amendment
process in October 2022, the Group suspended dividend payments.
This included the suspension of the interim dividend of 4.0p
announced in 2022 that was due to be paid in
November 2022.
Dividends paid
|
2023
£m
|
2022
£m
|
Interim
dividend
|
-
|
-
|
Prior
year final dividend
|
-
|
99.5
|
|
-
|
99.5
|
5. Earnings per share
|
|
2023
|
2022
|
|
|
Underlying
performance
|
Special
Items
|
IFRS
|
Underlying performance
|
Special
Items
|
IFRS
|
Earnings
|
|
|
|
|
|
|
|
(Loss)/profit attributable to equity holders of the parent -
continuing operations
|
£m
|
(25.9)
|
(76.6)
|
(102.5)
|
95.6
|
(114.0)
|
(18.4)
|
(Loss)/profit attributable to equity holders of the
parent
|
£m
|
(30.0)
|
(37.0)
|
(67.0)
|
96.4
|
(128.9)
|
(32.5)
|
Number of shares
|
|
|
|
|
|
|
|
Weighted
average number of ordinary shares - basic
|
'000
|
|
|
85,382
|
|
|
63,441
|
Effect of
dilutive potential ordinary shares
|
'000
|
|
|
251
|
|
|
138
|
Weighted
average number of ordinary shares - diluted
|
'000
|
85,633
|
63,579
|
Earnings per share for
(loss)/profit from continuing operations
|
|
|
|
|
|
|
Basic
earnings per share
|
pence
|
(30.3)
|
(89.7)
|
(120.0)
|
150.7
|
(179.7)
|
(29.0)
|
Diluted
earnings per share
|
pence
|
(30.3)
|
(89.7)
|
(120.0)
|
150.7
|
(179.7)
|
(29.0)
|
Earnings per share for
(loss)/profit from discontinued operations
|
|
|
|
|
|
|
Basic
earnings per share
|
pence
|
(4.8)
|
46.3
|
41.5
|
1.3
|
(23.5)
|
(22.2)
|
Diluted
earnings per share
|
pence
|
(4.8)
|
46.3
|
41.5
|
1.2
|
(23.4)
|
(22.2)
|
Earnings per share for
(loss)/profit attributable to equity holders
of the parent
|
|
|
|
|
|
|
Basic
earnings per share
|
pence
|
(35.1)
|
(43.4)
|
(78.5)
|
152.0
|
(203.2)
|
(51.2)
|
Diluted
earnings per share
|
pence
|
(35.1)
|
(43.4)
|
(78.5)
|
152.0
|
(203.2)
|
(51.2)
|
The weighted average number of
ordinary shares for the year to 31 December 2022, used in the
calculation of earnings per share, have been adjusted for the 20 to
1 share consolidation which took place on 28 September 2023, and
the bonus element (factor of 2.715) of the additional shares issued
under the terms of the rights issue which completed on 13 October
2023.
6. Finance costs
|
2023
£m
|
2022
£m
|
Interest
payable on bank loans and overdrafts
|
70.6
|
44.8
|
Less:
interest receivable
|
(10.2)
|
(1.6)
|
Net
interest expense on defined benefit obligations
|
2.7
|
1.2
|
Interest
element of lease payments
|
1.8
|
1.4
|
Underlying finance
costs
|
64.9
|
45.8
|
Fair
value loss/(gain) on unhedged interest derivatives
|
1.8
|
(25.1)
|
Loss on
extinguishment of financing facilities
|
4.7
|
-
|
Total finance costs from
continuing operations
|
71.4
|
20.7
|
Finance
costs from discontinued operations
|
-
|
0.4
|
Total finance costs
|
71.4
|
21.1
|
7. Analysis of net debt
|
1 January
2023
£m
|
Cash flows
£m
|
Exchange and other
movements
£m
|
31
December
2023
£m
|
Bank
overdrafts
|
(18.5)
|
17.8
|
-
|
(0.7)
|
Current Liabilities
|
(18.5)
|
17.8
|
-
|
(0.7)
|
Bank
loans
|
(777.7)
|
343.6
|
12.2
|
(421.9)
|
€520m
3.875% senior unsecured loan notes due
2025
|
(456.4)
|
-
|
8.0
|
(448.4)
|
Non-current liabilities
|
(1,234.1)
|
343.6
|
20.2
|
(870.3)
|
Total borrowings
|
(1,252.6)
|
361.4
|
20.2
|
(871.0)
|
Cash and
cash equivalents
|
227.7
|
149.0
|
(5.4)
|
371.3
|
Net debt
|
(1,024.9)
|
510.4
|
14.8
|
(499.7)
|
Capitalised debt costs which have
been recognised as a reduction in borrowings in the financial
statements, amounted to £10.5m at 31 December 2023 (31 December
2022: £14.2m).
8. Discontinued operations
On 13 December 2022, the Group
announced that it had entered into an agreement to sell its
Laminates, Films and Coated Fabrics businesses to Surteco North America, Inc. The UK Financial
Conduct Authority approved the circular to Shareholders on 16
December 2022. Shareholder approval was subsequently obtained on 11
January 2023 with the transaction completing on 28 February 2023
with net cash proceeds of $262m. The gain on disposal was £61.5m (
see note 4).
The associated assets and
liabilities were consequently presented for sale in the 2022
financial statements.
All discontinued operations form
part of the Health & Protection and Performance Materials
division.
On 29 September 2023, it was
announced that Synthomer intended to shut down its North America
Paper and Carpet business before the end of 2023, honouring
existing contractual commitments to customers until its exit. This
falls as part of the wider previously announced strategy to exit a
number of non-core businesses which includes the paper and carpet
businesses globally.
Financial information in respect of
the discontinued operation is set out below:
Financial performance and cash flow information
|
2023
|
2022
|
|
Laminates Films and Coated
Fabrics
£m
|
NA Paper and
Carpet
£m
|
Total
£m
|
Laminates Films and Coated Fabrics
£m
|
NA Paper
and Carpet
£m
|
Total
£m
|
Revenue
|
28.0
|
22.3
|
50.3
|
201.2
|
51.6
|
252.8
|
Expenses
|
(25.5)
|
(27.8)
|
(53.3)
|
(185.3)
|
(56.2)
|
(241.5)
|
EBITDA
|
2.5
|
(5.5)
|
(3.0)
|
15.9
|
(4.6)
|
11.3
|
Depreciation and amortisation - Underlying performance
|
-
|
(0.9)
|
(0.9)
|
(7.2)
|
(2.4)
|
(9.6)
|
Operating profit -
Underlying performance
|
2.5
|
(6.4)
|
(3.9)
|
8.7
|
(7.0)
|
1.7
|
Special
Items
|
61.5
|
(4.5)
|
57.0
|
(14.7)
|
-
|
(14.7)
|
Operating profit/(loss) -
IFRS
|
64.0
|
(10.9)
|
53.1
|
(6.0)
|
(7.0)
|
(13.0)
|
Finance
costs
|
-
|
-
|
-
|
(0.4)
|
-
|
(0.4)
|
Profit/(loss) before
taxation
|
64.0
|
(10.9)
|
53.1
|
(6.4)
|
(7.0)
|
(13.4)
|
Taxation
|
(17.6)
|
-
|
(17.6)
|
(0.7)
|
-
|
(0.7)
|
Profit/(loss) for the
year
|
46.4
|
(10.9)
|
35.5
|
(7.1)
|
(7.0)
|
(14.1)
|
Cash flows from discontinued
operations
|
|
|
|
|
|
|
Net cash
inflow from operating activities
|
(0.1)
|
(7.8)
|
(7.9)
|
5.6
|
(4.6)
|
1.0
|
Net cash
outflow from investing activities
|
208.2
|
-
|
208.2
|
(4.0)
|
-
|
(4.0)
|
|
|
|
|
|
|
| |
The prior-year figures of the
consolidated income statement and the consolidated statement of
cash flows have been adjusted in accordance with IFRS 5 to report
the discontinued operations separately from continuing
operations.
8. Discontinued operations
(continued)
Assets and liabilities classified as held-for-sale
As of December 31 2022, the disposal
group in relation to the Laminates, Films and Coated Fabrics
business was recognised at the lower of its carrying amount and
fair value less costs to sell, and comprised main categories of
assets and liabilities summarised below. In 2023, the assets held
for sale as at the end of December related to land and buildings at
the Calhoun site, and within the Desa Badhuri legal entity which
was sold in January 2024.
|
|
2023
£m
|
2022
£m
|
Non-current assets
|
|
|
|
Goodwill
|
|
-
|
43.5
|
Acquired
intangible assets
|
|
-
|
44.4
|
Other
intangible assets
|
|
-
|
2.8
|
Property,
plant and equipment
|
|
1.4
|
54.7
|
Deferred
tax assets
|
|
0.1
|
1.1
|
Total non-current
assets
|
1.5
|
146.5
|
Current assets
|
|
|
|
Inventories
|
|
-
|
31.1
|
Trade and
other receivables
|
|
-
|
18.6
|
Total current assets
|
-
|
49.7
|
Total assets
|
1.5
|
196.2
|
Current liabilities
|
|
|
|
Trade and
other payables
|
|
-
|
(22.8)
|
Lease
liabilities
|
|
-
|
(0.5)
|
Current
tax liabilities
|
|
-
|
(0.3)
|
Total current liabilities
|
-
|
(23.6)
|
Non-current liabilities
|
|
|
|
Lease
liabilities
|
|
-
|
(2.2)
|
Deferred
tax liabilities
|
|
-
|
(18.1)
|
Retirement benefit obligations
|
|
-
|
(1.6)
|
Total non-current
liabilities
|
|
-
|
(21.9)
|
Total liabilities
|
|
-
|
(45.5)
|
Net
assets held for sale
|
1.5
|
150.7
|
9. Post balance sheet events
During 2022, the European Commission
concluded its investigation into styrene monomer purchasing
practices, and the final settlement amount of £38.5m was
transferred to other payables. The Group paid the settlement amount
plus interest in January 2024 as agreed with the EC.
On 6 March 2024, the Group agreed
amendments with its banks to the financial covenants on its RCF and
UK Export Finance term loans. Under the new terms, the net debt:
EBITDA ratios required under the covenant have been set at not more
than 6.0x in June 2024 and 5.75x in December 2024, with ratios of
not more than 5.0x in June 2025 and 4.75x in December 2025
conditional on a refinancing of the senior loan notes. In addition,
the revolving credit facility was reduced from $400m to
€300m.
As part of the Group's previously
announced non-core portfolio rationalisation programme, there are
three formal divestment processes underway for non-core businesses
in Europe, currently incorporated within the Health &
Protection and Performance Materials division. Given progress made
since the year end, the Directors now consider it is more likely
than not that at least one of these processes will lead to a
divestment within the next 12 months.