TIDMPRES
RNS Number : 8637B
Pressure Technologies PLC
15 June 2021
15 June 2021
Pressure Technologies plc
("Pressure Technologies" or the "Group")
2021 Interim Results
Pressure Technologies (AIM: PRES), the specialist engineering
group, announces its interim results for the 26 weeks to 3 April
2021.
Financial Highlights
-- Group revenue of GBP14.5 million (2020: GBP13.9 million)
-- Gross profit of GBP4.7 million (2020: GBP4.0 million)
-- Adjusted operating profit(1) of GBP1.1 million (2020:
loss GBP0.1 million)
-- Reported profit before tax of GBP0.2 million (2020:
loss GBP1.5 million)
-- Reported basic earnings per share of 0.8p (2020: loss
per share 5.9p)
-- Adjusted basic earnings per share(2) of 2.9p (2020:
nil)
-- Adjusted operating cash outflow(3) of GBP1.4 million
(2020: inflow GBP1.4 million)
-- Net cash(4) of GBP0.2 million (3 October 2020: net borrowings
of GBP7.4 million)
1 Adjusted operating profit is operating profit before
amortisation, impairments and other exceptional items
2 Adjusted basic earnings per share is reported earnings per
share before amortisation, impairments and other exceptional
items
3 Adjusted operating cash outflow is operating cashflow before
cash flow for exceptional items
4 Net cash/(borrowings) comprises cash and cash equivalents,
bank borrowings, asset finance lease liabilities and right of use
asset lease liabilities
Operational Highlights
-- Overall Group revenue was 4% higher than the prior period,
with a strong performance from Chesterfield Special Cylinders
(CSC) more than offsetting continued weakness in Precision
Machined Components (PMC)
-- Strong defence order book underpinned a 79% increase in revenue
for CSC and an increase in adjusted EBITDA(1) to GBP3.3 million
(2020: GBP0.7 million)
-- Momentum gathering in the fast-developing hydrogen energy
market, with over GBP1.4 million of refuelling station contract
wins since December 2020 and improving visibility of future
demand
-- First hydrogen storage order placed by Shell under the five-year
framework agreement announced in June 2020. Second order
expected imminently, both are for European refuelling station
projects
-- Investment in people and production facilities to support
hydrogen growth has continued at the CSC Sheffield site and
will deliver significant capacity increases by the end of
2022
-- Long-term supply agreement established with steel tube manufacturer,
Vallourec and strategic stock orders placed to meet hydrogen-related
demand outlook and lead times
-- Oil and gas trading conditions resulted in a 58% reduction
in revenue for PMC and a negative adjusted EBITDA(1) of GBP0.6
million (2020: positive EBITDA GBP0.7 million)
-- PMC order book at May 2021 reached the highest level since
October 2020 and OEM customers are reporting an improving
outlook for the second half of 2021 and a steady recovery
in 2022
-- Long-term global supply agreement established by PMC with
Schlumberger Technology Corporation, covering a wide range
of precision machined parts for oilfield service applications
-- Fundraising of GBP7.5 million in December 2020 supports exciting
growth opportunities for CSC in the hydrogen energy market
and in the Integrity Management services business and significantly
strengthens the balance sheet.
1 Adjusted EBITDA is operating profit/(loss) before
depreciation, amortisation, impairments and other exceptional
items
Chris Walters, Chief Executive of Pressure Technologies
commented:
"The Group's strategy remains focused on the continued
development and growth of both divisions and the Board is pleased
with the progress being made.
Strong performance in the first half of the year was driven by
major defence and nuclear contracts in Chesterfield Special
Cylinders, more than offsetting the weakness in its Precision
Machined Components division which continues to be impacted by the
challenging trading conditions across the oil and gas industry.
The backdrop of Covid-19 related challenges continues to impact
the outlook in the second half. In Chesterfield Special Cylinders,
project delays have affected the outlook for Integrity Management
deployments, while defence contract phasing, late steel deliveries
and several delayed customer orders are also expected to push
significant revenue and margin from the second half of FY21 into
FY22.
However, the order book in Chesterfield Special Cylinders
remains strong and momentum continues to gather in the
fast-developing hydrogen energy market, with over GBP1.4 million of
refuelling station contract wins since December 2020 and improving
visibility of future demand. The Group has also secured its first
order with Shell under the five-year framework agreement announced
in June 2020.
Despite the impact of operational delays in Chesterfield Special
Cylinders and the slower than expected recovery in the oil and gas
market affecting Precision Machined Components, the Board remains
confident in the prospects and opportunities for the business in
the medium term."
For further information, please contact:
Pressure Technologies plc Tel: 0330 015 0710
Chris Walters, Chief Executive PressureTechnologies@houston.co.uk
James Locking, Chief Financial
Officer
N+1 Singer (Nomad and Broker) Tel: 0207 496 3000
Mark Taylor / Asha Chotai
Houston (Financial PR and Investor Tel: 0203 701 7660
Relations)
Kate Hoare / Kay Larsen / Ben
Robinson
COMPANY DESCRIPTION
Pressure Technologies plc - www.pressuretechnologies.com
With its head office in Sheffield, the Pressure Technologies
Group was founded on its leading market position as a designer and
manufacturer of high-integrity, safety-critical components and
systems serving global supply chains in oil and gas, defence,
industrial gases and hydrogen energy markets.
The Group has two divisions, Chesterfield Special Cylinders and
Precision Machined Components.
Chesterfield Special Cylinders (CSC) -
www.chesterfieldcylinders.com
-- Chesterfield Special Cylinders, Sheffield, includes CSC Deutschland GmbH.
Precision Machined Components (PMC) - www.pt-pmc.com
-- Precision Machined Components includes the Al-Met, Roota
Engineering, Quadscot Precision Engineers and Martract brands.
BUSINESS REVIEW
OVERVIEW
Trading in the first half of the financial year was in line with
the Board's expectations. This has been achieved against a backdrop
of ongoing Covid-19 challenges which have been felt to varying
degrees throughout our markets but particularly across the oil and
gas industry, where global macro-economic uncertainty continues to
hamper recovery.
Nevertheless, the Group has achieved further momentum against
its strategic priorities. With a strong and increasingly diverse
order book, Chesterfield Special Cylinders (CSC) continues to make
good progress on major contracts for defence, industrial, nuclear
and hydrogen energy customers. The performance in CSC more than
offset the continued weakness in Precision Machined Components
(PMC), where we remain focussed on recovering profitability and
cash generation as we await an improvement in oil and gas market
conditions.
The successful GBP7.5 million fundraise completed in December
2020 has reinforced the Group's balance sheet and provided a
platform from which we can begin to capitalise on the significant
growth prospects for CSC in the hydrogen energy market and
accelerate growth in our Integrity Management services
business.
Overall Group revenue for the period was GBP14.5 million (2020:
GBP13.9 million) and gross profit was GBP4.7 million (2020: GBP4.0
million), resulting in an overall adjusted operating profit of
GBP1.1 million (2020: loss GBP0.1 million).
Chesterfield Special Cylinders (CSC)
CSC achieved a good performance with strong order intake in the
first half of the year across a wider customer base in the defence,
industrial, nuclear and hydrogen energy markets. Revenue of GBP11.3
million (2020: GBP6.3 million) and adjusted EBITDA(1) of GBP3.3
million (2020: GBP0.7 million) were significantly ahead of the
prior year, reflecting the phasing of major defence contracts.
Overall gross margin of 41% (2020: 34%) reflected the margin
levels expected for contracts delivered in the period and GBP3.2
million of contracted revenue remains to be invoiced on projects
which were in progress at the period end. Return on sales(2) was
26% (2020: 7%).
The fast-developing hydrogen energy market has continued to
gather momentum, with GBP1.4 million of order intake and several
major new customer acquisitions since December 2020. Hydrogen
contract revenue in the first half of the year was GBP0.4 million
(2020: GBPnil).
The current hydrogen order book for the second half of FY21 and
FY22 includes contracts with established customers Haskel Hydrogen
Group and McPhy for European refuelling station projects. Contracts
have also been secured with Framatome, Arcola Energy and US fuel
cell technology major, Plug Power. In May, Shell placed the first
order for hydrogen storage under the five-year framework agreement
announced in June 2020 and a second order is expected imminently,
both orders are for European refuelling station projects.
All contracts placed to date utilise CSC's optimised Type 1
steel cylinder design that has been developed to allow modular
expansion to meet future demand and configured to enable
cost-effective in-situ inspection and recertification with maximum
availability through life, using CSC's Integrity Management
services. To support the hydrogen-related demand outlook and
required customer lead times, a long-term supply agreement has been
established with steel tube manufacturer, Vallourec and strategic
stock orders have been placed.
1 Adjusted EBITDA is operating profit/(loss) before
depreciation, amortisation, impairments and other exceptional
items
2 Return on sales is operating profit before amortisation,
impairments and other exceptional items divided by revenue
The pipeline of opportunities with established and new customers
for static and mobile hydrogen storage systems continues to grow
and the visibility of future demand is improving through
discussions with key customers regarding long-term strategic supply
agreements. In addition to refuelling station opportunities,
enquires are also increasing for green hydrogen storage facilities
and road trailers for hydrogen transport.
Investment in people and production facilities has continued at
the CSC Sheffield site in line with plans set out during the
December 2020 fundraise. By the end of 2022, the investment will
significantly increase overall operational capacity to produce
finished cylinders and modular storage systems required to meet the
expected growth in demand for hydrogen projects. We have also
strengthened our operational teams, making key appointments across
research and development, engineering, sales, production and supply
chain functions.
Covid-19 travel restrictions have continued to disrupt Integrity
Management deployments. Several UK and overseas projects were
completed for offshore services and defence customers in the first
half of the year, but the extended UK lockdown, travel restrictions
and postponed customer projects had a negative impact on revenues
for the period. A recovery of deployment activity was previously
expected during the second half, but we now expect significant
defence project delays late into the first half of FY22.
In addition, the late delivery of steel for new cylinder
projects and delayed confirmation of customer orders in the first
half of the year have adversely impacted performance in the third
quarter to date and are expected to impact overall CSC revenue and
margin in the second half.
Precision Machined Components (PMC)
The third round of lockdown restrictions in the UK inevitably
impacted customer confidence in the already challenged outlook for
the oil and gas market. This is reflected in the performance of
PMC, resulting in revenue of GBP3.2 million (2020: GBP7.6 million)
and a negative adjusted EBITDA of GBP0.6 million (2020: positive
EBITDA GBP0.7 million).
In anticipation of this, the Group completed a further phase of
restructuring across the PMC business at its Al-Met and Roota
facilities in February 2021 to minimise losses and conserve cash.
Cost-saving measures completed over the past year have reduced the
divisional cost base by around 40%. Our ongoing priority throughout
this period has been to stabilise and protect the consolidated PMC
operations, while operational improvements have been accelerated to
support efficiency gains and margin improvements to underpin
competitiveness and service levels for our OEM customers.
Order intake levels remained low throughout the first half of
the year as customers continued to postpone and cancel projects.
However, there has been a steady increase in enquiry levels and
opportunities since February. Order intake in March reached the
highest level since July 2020 and intake levels continued to
improve through April and May. Although it is still too early to be
confident that the improvement is sustainable, given the continuing
economic uncertainty and its impact on the oil and gas market, our
PMC orderbook has steadily increased to its highest value in May
since October 2020. OEM customers are reporting an improving
outlook for the second half of 2021 and a steady recovery in
2022.
Investments made in machinery, systems and people for production
planning, engineering, quality control and purchasing functions
continue to underpin increased operational efficiency levels.
Machinery and tooling investment completed in 2019 has also enabled
PMC to quote and manufacture components that were previously too
complex or too large and this has opened new opportunities that are
an important part of the more diverse order book today.
Despite the difficult trading conditions, further strategic
progress has been made on reducing customer concentration and
establishing long-term supply agreements with key customers. In
June, a global supply agreement was signed with Schlumberger
Technology Corporation, covering a wide range of precision machined
parts for their oilfield service applications. We have also made
initial progress with diversifying our customer base and product
scope in other sectors, including defence, nuclear power and
renewable energy, collaborating on several joint projects with
CSC.
BALANCE SHEET, BANK FACILITY AND GOING CONCERN
In December 2020, as previously highlighted, the Group was
pleased to complete successfully a GBP7.5 million (before expenses)
fundraise from new and existing shareholders to support exciting
growth opportunities for CSC in the hydrogen energy market and in
the Integrity Management services business. The fundraise also
provides additional balance sheet strength for the Group.
The Group has maintained tight control of costs throughout the
period with proactive steps taken which have included management
restructuring where appropriate. We are also pleased to have
received support from our bank who during the period approved
amendments to, and an extension of, the Group's Revolving Credit
Facility (RCF) which now runs to the end of November 2022 with
updated financial covenants to reflect the fundraise.
At the end of March 2021, the Group had net cash of GBP0.2
million (2020: net debt of GBP10.8 million). Due to the early
repayment of GBP3.4 million of the Promissory Note from Greenlane
Renewables Inc. in February 2021 we were able to reduce our bank
facility drawn debt down to GBP4.8 million, the lowest bank debt
position for several years.
Whilst the Group's financial leverage remains low, the also
relatively low level of current Group profitability, particularly
in respect of PMC, is resulting in issues around the Group's
compliance with the two financial covenants contained within the
RCF relating to leverage and interest cover.
The Group has prepared forecasts for the remainder of the
financial year and next year. These show that the Group's bank
borrowings would remain well within the amount of the facility and
the Group would operate within the leverage covenant, albeit with
limited headroom at the next quarterly testing date of 30 June
2021. The headroom in the leverage covenant is forecast to improve
significantly by 30 September 2021. As at 3 April 2021, the latest
covenant testing date, the Group was in compliance with the
leverage covenant. However, the interest cover covenant was very
marginally breached and, as a result, the Group is technically in
default under the credit facility. Further details are presented in
Note 1 to these interim financial statements.
The Group is currently in dialogue with Lloyds Bank regarding
the breach as at 3 April 2021 and ongoing facility requirements and
covenants. As at 31 May 2021, the Group had bank borrowings of
GBP4.8 million and cash and cash equivalents of GBP6.7 million such
that, if required to do so, it could repay all the amounts
outstanding to the bank from existing resources.
Whilst a material uncertainty exists in respect of the Group's
banking facilities, which may cast significant doubt over the
Group's ability to continue as a going concern, the Directors
believe that the Group has sufficient financial headroom to
continue its operations and is in a position to manage its
financing and other business risks satisfactorily for at least the
next 15 months from the signing date of this interim financial
information. Therefore, these interim financial statements have
been prepared on the going concern basis.
BOARD
On 11 May 2021, the Board was pleased to confirm the appointment
of James Locking as Chief Financial Officer. Appointed Interim
Group Finance Director in October 2020, James qualified with KPMG
and brings over twenty years of experience in Finance Director and
Financial Controller roles across a range of sectors.
OUTLOOK
The Group's strategy remains focused on the continued
development and growth of both divisions and the Board is pleased
with the progress being made.
We are encouraged by recent order intake levels, new customer
acquisitions and pipeline development in PMC, alongside new
strategic supply agreements, but we remain cautious regarding the
pace of recovery in the oil and gas market. Whilst our OEM
customers are reporting an improving outlook for the second half of
2021 and a steady recovery in 2022, this is later than we had
previously expected and therefore performance in the second half is
expected to be only marginally improved over the first half.
Extended Covid-19 restrictions and project delays have affected
the second-half outlook for Integrity Management deployments, while
defence contract phasing, late steel deliveries and several delayed
customer orders are also expected to push significant revenue and
margin from the second half of FY21 into FY22. However, the CSC
order book remains strong and the pipeline of hydrogen
opportunities continues to develop, with order intake from this
exciting market expected to grow significantly in FY22.
Despite the impact of operational delays in CSC and the slower
than expected recovery in the oil and gas market for PMC, the Board
remains confident in the prospects and opportunities for the
business in the medium term.
Chris Walters
Chief Executive
Condensed Consolidated Statement of Comprehensive Income
For the 26 weeks ended 3 April 2021
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
Notes GBP'000 GBP'000 GBP'000
Revenue 3 14,494 13,901 25,403
Cost of sales (9,823) (9,924) (20,054)
Gross profit 4,671 3,977 5,349
Administration expenses (3,603) (4,038) (7,728)
Operating profit/(loss) before amortisation,
impairments and other exceptional
items 1,068 (61) (2,379)
Separately disclosed items of administrative
expenses:
Amortisation 4 (113) (932) (1,958)
Impairments 4 - - (13,878)
Other exceptional items 5 (558) (956) (2,751)
Operating profit/(loss) 397 (1,949) (20,966)
Finance (costs)/income (157) (102) 977
Other financial items - 578 -
Profit/(loss) before taxation 240 (1,473) (19,989)
Taxation 6 (46) 372 1,113
Profit/(loss) for the period attributable
to owners of the parent 194 (1,101) (18,876)
Other comprehensive income to be
reclassified to profit or loss in
subsequent periods
Currency exchange differences on
translation of foreign operations 88 (10) (13)
Total comprehensive income/(expense)
for the period attributable to the
owners of the parent 282 (1,111) (18,889)
Earnings/(loss) per share - basic
and diluted
From profit/(loss) for the period 7 0.8p (5.9)p (101.5)p
Condensed Consolidated Statement of Financial Position
As at 3 April 2021
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
Notes GBP'000 GBP'000 GBP'000
Non-current assets
Goodwill 8 - 9,510 -
Intangible assets 8 212 5,715 325
Property, plant and equipment and
right of use assets 8 14,579 15,711 14,910
Deferred tax asset 464 278 464
Other financial assets 9 - 5,928 -
15,255 37,142 15,699
Current assets
Inventories 6,907 6,665 5,487
Trade and other receivables 13,859 12,284 11,543
Asset held for sale 392 - 580
Other financial assets 9 - - 3,074
Cash and cash equivalents 10 8,638 2,598 3,416
Current tax asset - 221 -
29,796 21,768 24,100
Total assets 45,051 58,910 39,799
Current liabilities
Trade and other payables (14,788) (12,325) (14,370)
Lease liabilities 10 (1,154) (1,026) (1,209)
Current tax liabilities (48) - -
(15,990) (13,351) (15,579)
Non-current liabilities
Other payables (388) (698) (538)
Lease liabilities 10 (2,477) (3,102) (2,843)
Borrowings - revolving credit facility 10 (4,773) (9,319) (6,773)
Deferred tax liabilities (750) (1,411) (752)
(8,388) (14,530) (10,906)
Total liabilities (24,378) (27,881) (26,485)
Net assets 20,673 31,029 13,314
Equity
Share capital 11 1,553 930 930
Share premium account 11 32,573 26,172 26,172
Translation reserve (205) (290) (293)
Retained earnings (13,248) 4,217 (13,495)
Total equity 20,673 31,029 13,314
Condensed Consolidated Statement of Changes in Equity
For the 26 weeks ended 3 April 2021
Share
Share premium Translation Retained Total
capital account reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 3 October 2020 (audited) 930 26,172 (293) (13,495) 13,314
Share based payments - - - 53 53
Shares issued 623 6,401 - - 7,024
Transactions with owners 623 6,401 - 53 7,077
Profit for the period - - - 194 194
Exchange differences arising on
retranslation of foreign operations - - 88 - 88
Total comprehensive income - - 88 194 282
Balance at 3 April 2021 (unaudited) 1,553 32,573 (205) (13,248) 20,673
For the 26 weeks ended 28 March 2020
Share
Share premium Translation Retained Total
capital account reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 28 September 2019 (audited) 930 26,172 (280) 5,264 32,086
Share based payments - - - 54 54
Transactions with owners - - - 54 54
Loss for the period - - - (1,101) (1,101)
Exchange differences arising on
retranslation of foreign operations - - (10) - (10)
Total comprehensive expense - - (10) (1,101) (1,111)
Balance at 28 March 2020 (unaudited) 930 26,172 (290) 4,217 31,029
Condensed Consolidated Statement of Changes in Equity
(continued)
For the 26 weeks ended 3 April 2021
Share
Share premium Translation Retained Total
capital account reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 28 September 2019 (audited) 930 26,172 (280) 5,264 32,086
Share based payments - - - 117 117
Transactions with owners - - - 117 117
Loss for the period - - - (18,876) (18,876)
Exchange differences arising on
translating foreign operations - - (13) - (13)
Total comprehensive expense - - (13) (18,876) (18,889)
Balance at 3 October 2020 (audited) 930 26,172 (293) (13,495) 13,314
Condensed Consolidated Cash Flow Statement
For the 26 weeks ended 3 April 2021
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Profit/(loss) after tax 194 (1,101) (18,876)
Adjustments for:
Depreciation of property, plant and
equipment 819 855 1,726
Finance costs - net 157 102 189
Amortisation of intangible assets 113 932 1,958
Exchange differences 88 (10) -
Profit on disposal of property, plant
and equipment - - (61)
Profit on sale of associate - - (297)
Profit on disposal of shareholding in
Greenlane Renewables Inc. - - (1,895)
Modification of Promissory Note receivable - - 1,026
Impairment of goodwill and intangible
assets - - 13,878
Gain on revaluation of equity investment - (578) -
Share option costs 53 54 117
Income tax charge/(credit) 46 (372) (1,113)
Changes in working capital:
Increase in inventories (1,420) (1,550) (372)
Increase in trade and other receivables (2,316) (2,457) (2,002)
Increase in trade and other payables 268 4,532 7,429
Increase in other long-term payables - 700 -
Cash (outflow)/inflow from operating
activities (1,998) 1,107 1,707
Finance costs paid net of interest income
received (157) (115) (188)
Income tax refunded - 96 213
Net cash (outflow)/inflow from operating
activities (2,155) 1,088 1,732
Cash flows from investing activities
Purchase of property, plant and equipment (637) (1,246) (2,103)
Proceeds from sale of financial assets
held at FVTPL - - 3,145
Proceeds from sale of associate - - 297
Proceeds from disposal of fixed assets
and asset held for sale 213 5 268
Proceeds from repayment of Promissory
Note 3,074 2,000 2,000
Net cash inflow from investing activities 2,650 759 3,607
Financing activities
Proceeds from new borrowings - - 223
Repayment of lease liabilities (538) (490) (1,301)
Proceeds from asset financing 241 514 1,197
Repayment of borrowings (2,000) (1,481) (4,250)
Shares issued 7,024 - -
Net cash inflow/(outflow) from financing
activities 4,727 (1,457) (4,131)
Net increase in cash and cash equivalents 5,222 390 1,208
Cash and cash equivalents at beginning
of period 3,416 2,208 2,208
Cash and cash equivalents at end of
period 8,638 2,598 3,416
Notes to the Condensed Consolidated Interim Financial
Statements
1. Basis of preparation and going concern
The Group's interim results for the 26 weeks ended 3 April 2021
are prepared in accordance with the Group's accounting policies
which are based on the recognition and measurement principles of
the international accounting standards in conformity with the
requirements of the Companies Act 2006 and effective from 4 October
2020. As permitted, this interim report has been prepared in
accordance with the AIM rules and not in accordance with IAS 34
"Interim financial reporting" and therefore the interim information
is not in full compliance with international accounting standards.
The principal accounting policies of the Group have remained
unchanged from those set out in the Group's 2020 annual report and
financial statements. The Principal Risks and Uncertainties of the
Group are also set out in the Group's 2020 annual report and
financial statements and, with the exception of risks relating to
the Covid-19 pandemic and Brexit, are unchanged in the period.
The Group's 2020 financial statements for the 53 weeks ended 3
October 2020 were prepared under IFRS. The auditor's report on
these financial statements was unmodified and did not contain
statements under Sections 498(2) or (3) of the Companies Act 2006
and they have been filed with the Registrar of Companies.
The Directors have assessed the risks presented by Covid-19 and
reforecast the original FY21 budget and the FY22 projection ("the
forecasts") to reflect the current and likely future impact of
Covid-19 on the Group's operations and financial results. Whilst
restrictions relating to Covid-19 are starting to ease in the UK,
Europe and US, the situation in some of other overseas markets
where the Group generates its revenue is less clear. These baseline
forecasts reflect:
-- Limited impact of Covid-19 on the CSC division, other than a
short-term reduction in the level of Integrity Management business
due to continued UK and global travel restrictions and potential
supply chain disruption
-- Reductions in the level of activity across the PMC division
as a result of Covid-19, reflecting the impact of a reduction in
revenue due to the depressed oil and gas market for a further
short-term period.
The implementation of Brexit has neither had a material impact
on the Group's operations to date nor is forecast to over the
forecast period.
Over the forecast period, the Group generates underlying
operating profit and is cash-generative.
On 18 December 2020, the Group undertook a fundraising through
the issue of new shares which raised cash proceeds of GBP7.0
million, net of expenses.
On 12 February 2021, the remaining Promissory Note and
associated rolled up interest due from Greenlane Renewables Inc.
("Greenlane") was repaid. The Group received cash of GBP3.4 million
and this settled all remaining liabilities with Greenlane. The
Group has now received a total cash consideration of GBP10.1
million in respect of the sale of its former Alternative Energy
division in June 2019.
On 23 March 2021, and in response to the successful fundraising
that took place in December 2020, the Group agreed amendments to
the two-year revolving credit facility to November 2022 with Lloyds
Bank plc (Lloyds Bank) reducing the facility amount to GBP7 million
up to 30 September 2021 and GBP6 million up to 30 November 2022.
The Group also agreed with Lloyds Bank to tighten the leverage
covenant, which is tested quarterly, to a maximum permitted net
debt to trailing twelve months adjusted EBITDA ratio of 3.0 times
as at 31 March and 30 June 2021 (from a maximum of 5.5 times and
3.5 times respectively). The covenant would continue then at the
previously agreed level of a maximum ratio of 3.0 times thereafter.
The credit facility also includes a second financial covenant, also
tested quarterly and calculated on a trailing twelve-month basis,
by which the ratio of adjusted EBITDA to net interest must exceed
4.0 times.
Based on the baseline reforecasts prepared on the assumptions
described above for the period at least 15 months from this interim
financial information, the Group's bank borrowings would remain
well within the amount of the facility and the Group would operate
within the leverage covenant, albeit with limited headroom as at 30
June 2021. The headroom in the leverage covenant is forecast to
improve significantly by 30 September 2021, principally as a result
of the very depressed trading in the fourth quarter of FY20 no
longer being taken into account in the calculation of the covenant.
As at 3 April 2021, the latest covenant testing date, the Group was
in compliance with the leverage covenant. However, the interest
cover ratio covenant as at 3 April 2021 was very marginally
breached and, as a result, the Group is technically in default
under the credit facility. Lloyds Bank have notified the Group that
the breach of the covenant is an event of default under the terms
of the credit facility which could require immediate repayment of
all amounts currently outstanding under the facility. Whilst Lloyds
Bank have not yet requested immediate repayment it has reserved its
rights to do so in the future. It should be noted that as at 31
May 2021, the Group had bank borrowings of GBP4.8 million and
cash and cash equivalents of GBP6.7 million such that, if required
to do so, it could repay all the amounts outstanding to the bank
from existing resources. Based on the baseline forecasts noted
above, the interest cover ratio covenant is also expected to be
breached at the next testing date of 30 June 2021. The Group is
currently in dialogue with Lloyds Bank in respect of the interest
cover ratio, both with regard to the breach as at 3 April 2021 and
the anticipated breach as at 30 June 2021.
1. Basis of preparation and going concern (continued)
Given the above, there exists a material uncertainty as to both
the future provision of banking facilities to the Group by Lloyds
Bank and the terms, including revised financial covenants, of any
such facilities going forward and this may cast significant doubt
over the Group's ability to continue as a going concern. However,
including consideration as to the status of the dialogue with
Lloyds Bank, ongoing uncertainty relating to the future impact of
the continued Covid-19 pandemic, and the Group's existing cash
resources, the Group believes it has sufficient financial headroom
to be able to continue its operations for the foreseeable future.
The Directors believe that the Group is in a position to manage its
financing and other business risks satisfactorily and have a
reasonable expectation that the Group will have adequate resources
to continue in operation for at least 15 months from the signing
date of this interim financial information. They therefore consider
it appropriate to adopt the going concern basis of accounting in
preparing the financial statements.
The consolidated financial statements are prepared under the
historical cost convention as modified to include the revaluation
of certain financial instruments.
The financial information for the 26 weeks ended 3 April 2021
and 28 March 2020 has not been audited and does not constitute full
financial statements within the meaning of Section 434 of the
Companies Act 2006. The unaudited interim financial statements were
approved for issue by the Board of Directors on 14 June 2021.
2. Significant accounting policies
The accounting policies adopted in the preparation of the
interim condensed consolidated financial statement are consistent
with those followed in the preparation of the Group's annual
consolidated financial statements for the year ended 3 October
2020, except for the adoption of amendments to existing standards
as of 4 October 2020, as noted below.
New Standards adopted as at 4 October 2020
The following amendments to existing standards and
interpretations were effective in the period to 3 April 2021, but
were either not applicable or did not have a material impact on the
Group:
-- IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors (effective date 1 January 2020)
-- IFRS 3 Amendments to the definition of a business (effective date 1 January 2020)
-- IAS 1 Amendments to the definition of a material to align
with the Revised Conceptual Framework (effective date 1 January
2020)
-- IFRS 9, IAS 39 and IFRS 7 Amendments in Interest Rate
Benchmark Reform when accounting for hedging (effective date 1
January 2020)
3. Segmental analysis and Earnings before Interest, Taxation,
Depreciation and Amortisation (EBITDA)
Revenue by destination Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
United Kingdom 11,024 9,230 16,053
Europe 1,582 3,492 5,573
Rest of the World 1,888 1,179 3,777
14,494 13,901 25,403
3. Segmental analysis and Earnings before Interest, Taxation,
Depreciation and Amortisation (EBITDA) (continued)
Revenue by sector
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Oil and gas 3,163 8,137 14,901
Defence 6,319 2,021 5,142
Industrial gases 4,604 3,743 5,219
Hydrogen energy 408 - 141
14,494 13,901 25,403
Revenue by activity
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Cylinders 11,288 6,272 11,218
Precision Machined Components 3,656 7,872 14,185
Intra divisional (450) (243) -
14,494 13,901 25,403
The Group's revenue disaggregated by pattern of revenue
recognition and category is as follows:
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Sale of goods transferred at a point
in time 3,770 8,582 16,201
Sale of goods transferred over time 9,657 3,863 4,958
Rendering of services 1,067 1,456 4,244
14,494 13,901 25,403
3 . Segmental analysis and Earnings before Interest, Taxation,
Depreciation and Amortisation (EBITDA) (continued)
The following aggregated amounts of transaction values relate to
the performance obligations from existing contracts that are
unsatisfied or partially unsatisfied as at 3 April 2021:
Deliverable
within
next
12 months
GBP'000
Contracted revenue yet to be invoiced - Cylinders 3,169
Profit/(loss) before taxation by activity
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Cylinders 2,979 441 (58)
Precision Machined Components (987) 330 (656)
Manufacturing subtotal 1,992 771 (714)
Unallocated central costs (924) (832) (1,665)
Operating profit/(loss) before amortisation,
impairment and other exceptional items 1,068 (61) (2,379)
Amortisation and impairment (note 4) (113) (932) (15,836)
Other exceptional items (note 5) (558) (956) (2,751)
Operating profit/(loss) 397 (1,949) (20,966)
Finance (costs)/income (157) (102) 977
Other financial items - 578 -
Profit/(loss) before tax 240 (1,473) (19,989)
The Operating profit/(loss) by activity is stated before the
allocation of Group management charges which are included within
'Unallocated central costs'.
3. Segmental analysis and Earnings before Interest, Taxation,
Depreciation and Amortisation (EBITDA) (continued)
Earnings before interest, taxation, depreciation, and
amortisation (EBITDA)
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Adjusted EBITDA 1,887 794 (653)
Other exceptional items (note 5) (558) (956) (2,751)
EBITDA 1,329 (162) (3,404)
Depreciation (819) (855) (1,726)
Amortisation and impairments (note 4) (113) (932) (15,836)
Finance (costs)/income (157) (102) 977
Other financial items - 578 -
Profit/(loss) before tax 240 (1,473) (19,989)
4. Amortisation and impairments
Amortisation of intangible assets and other asset impairments
are both shown separately in the Condensed Consolidated Statement
of Comprehensive Income. A breakdown of those non-cash costs can be
seen below.
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Amortisation of intangible assets (113) (932) (1,958)
Goodwill and intangible asset impairment - - (13,878)
(113) (932) (15,836)
Amortisation on acquired businesses as set out above consists of
the amortisation charged on intangible assets acquired as a result
of business combinations in previous periods. The impairment of
goodwill and intangible assets in the 53 weeks ended 3 October 2020
relates to the Precision Machined Components division.
5. Other exceptional items
Items that are material either because of their size or their
nature, or that are non-recurring are considered as exceptional
items and are disclosed separately on the face of the Condensed
Consolidated Statement of Comprehensive Income.
An analysis of the amounts presented as exceptional items in
these financial statements is given below:
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Reorganisation and redundancy (364) (256) (424)
Costs in relation to HSE Fine - (700) (700)
Impairment of inventory and work in
progress - - (504)
Closure of Precision Machined Components
facility (Quadscot) - - (690)
Release of doubtful debt provision 189 - -
Other costs (383) - (433)
(558) (956) (2,751)
The reorganisation costs relate to various costs of
restructuring across the Group. They are recognised in accordance
with IAS 19. The release of the doubtful debt provision relates to
the Greenlane Renewables Inc. trade debt which was fully repaid,
along with the Promissory Note, in February 2021. Other costs
primarily consist of bank refinancing and related legal costs.
Given that these costs do not relate to underlying trading, the
Directors consider it appropriate to disclose these as exceptional
items.
6. Taxation
Unaudited Unaudited Audited
26 weeks 26 weeks 53 weeks
ended ended ended
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Current tax (charge)/credit (49) 221 118
Deferred taxation credit 3 151 995
Taxation (charge)/credit to the income
statement (46) 372 1,113
7. Earnings/(loss) per ordinary share
The calculation of basic earnings per share is based on the
earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the period.
The calculation of diluted earnings per share is based on basic
earnings per share, adjusted to allow for the issue of shares on
the assumed conversion of all dilutive options.
Adjusted earnings per share shows earnings per share, adjusting
for the impact of the amortisation charged on intangible assets
acquired as a result of business combinations, impairments of
goodwill and intangible assets, and any other exceptional items,
and for the estimated tax impact, if any, of those costs. Adjusted
earnings per share is based on the profits as adjusted divided by
the weighted average number of shares in issue.
For the 26 week period ended 3 April 2021
Total
GBP'000
Profit after tax 194
No.
Weighted average number of shares - basic 25,859,076
Dilutive effect of share options -
Weighted average number of shares - diluted 25,859,076
Earnings per share - basic and diluted 0.8p
The Group adjusted earnings per share is calculated as
follows:
Profit after tax 194
Amortisation and impairments (note 4) 113
Other exceptional items (note 5) 558
Theoretical tax effect of above adjustments (125)
Adjusted earnings 740
Adjusted earnings per share - basic 2.9p
Adjusted earnings per share - diluted 2.9p
7. Earnings/(loss) per ordinary share (continued)
For the 26 week period ended 28 March 2020
Total
GBP'000
Loss after tax (1,101)
No.
Weighted average number of shares - basic 18,595,165
Dilutive effect of share options 44,974
Weighted average number of shares - diluted 18,640,139
Loss per share - basic and diluted (5.9)p
The Group adjusted earnings/(loss) per share is calculated as
follows:
Loss after tax (1,101)
Amortisation and impairments (note 4) 932
Other exceptional items (note 5) 956
Gain on revaluation of equity investment (578)
Theoretical tax effect of above adjustments (207)
Adjusted earnings 2
Adjusted earnings per share - basic and diluted nil
For the 53 week period ended 3 October 2020
Total
GBP'000
Loss after tax (18,876)
No.
Weighted average number of shares - basic 18,595,165
Dilutive effect of share options -
Weighted average number of shares - diluted 18,595,165
Loss per share - basic and diluted (101.5)p
7. Earnings/(loss) per ordinary share (continued)
The Group adjusted loss per share is calculated as follows:
For the 53 week period ended 3 October 2020
Total
GBP'000
Loss after tax (18,876)
Amortisation and impairments (note 4) 15,836
Other exceptional items (note 5) 2,751
Theoretical tax effect of above adjustments (895)
Adjusted loss (1,184)
Adjusted loss per share - basic (6.4)p
8. Asset Impairment Review
The Group tests annually for impairment, or more frequently if
there are indicators that goodwill, other intangible and tangible
fixed assets might be impaired. The continued pandemic is a global
issue affecting every single business sector and every country to
some degree. It has already had a significant impact on the global
economy, and whilst its impacts are reducing in the principal
countries in which the Group operates, some level of uncertainty
remains going forward. Consequently, the impact of the pandemic is
considered to remain an indicator that the carrying value of our
intangible and tangible assets in one of the Group's cash
generating units (CGU) - the Precision Machined Components (PMC)
division - may be impaired.
In light of the continued pandemic, the Group has considered a
range of economic conditions for the sectors in which the Group
operates that may exist over the next three years. These economic
conditions, together with reasonable and supportable assumptions,
have been used to estimate the future cash inflows and outflows for
the PMC CGU over the next three years.
These forecasts have been approved by management and the Board
of Directors and are based on a bottom-up assessment of costs and
uses the current and estimated future sales pipeline. The forecasts
used for years two to three assume revenue growth, along with a 2%
long-term rate of growth or inflation incorporated into the
perpetuity calculation at the end of year three. A value in use
calculation has been calculated by applying a discount rate of
13.0% (Sep 2020: 13.0%) to the cash flows in these forecasts.
Management's key assumptions are based on their past experience
and future expectations of the market over the longer term. The key
assumptions for the value in use calculations are those regarding
the discount rates, growth rates, changes in customer sector mix,
and expected changes to selling prices and direct costs. A baseline
reforecast was produced reflecting management's best estimate of
the likely impact of the pandemic on the Group's businesses.
Carrying amount of assets allocated to the PMC CGU
Unaudited
3 April
2021
GBP'000
Carrying value of tangible fixed assets 4,658
Carrying value of other intangibles 189
4,847
In the 53 weeks ended 3 October 2020, the Group recorded an
impairment charge of GBP13,878,000 representing both the entire
value of goodwill and the substantial majority of the intangible
assets of the PMC division.
8. Asset Impairment Review (continued)
The value in use calculation for the PMC CGU based on the
baseline reforecast resulted in minimal headroom of GBP0.1 million
over the total carrying value of GBP4.8 million, such that no
additional impairment, or write back of previous impairments, is
required for the PMC division in these interim results. The
recoverable amount is most sensitive to the assumptions regarding
expected future cash inflows and the discount rate. Given the
limited headroom, a relatively small change in the assumptions used
in the baseline forecasts for the division's profitability and/or
the discount rate applied to the cash flows could cause the
carrying value to exceed the recoverable amount, thus indicating
that an impairment may be required. This will be next reviewed at
the annual impairment test in September 2021.
9. Other financial assets
Unaudited Unaudited Audited
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Amounts due within 12 months
Promissory Note - - 3,074
Total due within 12 months - - 3,074
Amounts due after 12 months
Promissory Note - 4,100 -
Listed security - 1,828 -
Total due after 12 months - 5,928 -
The Promissory Note held at the start of the prior year was
valued at amortised cost. The original term of the note was four
years with a repayment date of no later than 3 June 2023 at
Greenlane Renewables Inc. discretion. In February 2020, a
prepayment of GBP2.1 million was received. Interest was charged at
7% on the outstanding Promissory Note rolled up into the principal
unless a trigger event occurred under the terms of the Note which
caused interest payments to be satisfied in cash. On initial
recognition the value was assessed to be the face value. The note
was denominated 50% in GBP and 50% in Canadian dollars. The asset
was held solely to collect associated cash flows which related to
principal and interest only.
In June and July 2020, the Group sold its 21% shareholding in
Greenlane Renewables Inc. Linked to the disposal of this
shareholding during the year, the terms of the related attached
Promissory Note were amended to reduce the value of the Note and to
accelerate the repayment date for the outstanding amount to 30 June
2021 (or an earlier date at Greenlane Renewables Inc. discretion).
As a result, a modification of GBP1,026,298 was reflected as an
exceptional charge within Finance income/(costs) in the prior
year.
The amended Promissory Note was classified as being held at fair
value through profit and loss as its value at the point of the
modification was linked to the value at which the Greenlane
Renewables Inc. shareholding was sold, thereby failing the solely
payments of principal and interest test. The fair value was
assessed at the prior year end and is reflected in the value shown
in the table above.
On 12 February 2021, Greenlane Renewables Inc. repaid the
remaining principal and accrued interest in full, which means the
Group has no outstanding debts with Greenlane due and has received
a total of GBP10.1 million consideration following the sale of its
former Alternative Energy division in June 2019.
10. Reconciliation of net cash/(borrowings)
Unaudited Unaudited Audited
3 April 28 March 3 October
2021 2020 2020
GBP'000 GBP'000 GBP'000
Cash and cash equivalents 8,638 2,598 3,416
Bank borrowings (4,773) (9,319) (6,773)
Net cash/(borrowings) excluding lease
liabilities 3,865 (6,721) (3,357)
Asset finance lease liabilities (2,787) (2,916) (2,958)
Right of use asset lease liabilities (844) (1,212) (1,094)
Net cash/(borrowings) 234 (10,849) (7,409)
During the period the bank agreed to a change in the leverage
covenant ratios (net debt to EBITDA) included as part of the
revolving credit facility, following the fundraise that took place
on 18 December 2020. The quarterly covenant ratios for the periods
to June 2021 were reduced from 5.5x to 3.0x in line with the
improved balance sheet position of the Group. The termination date
for the facility was not adjusted and remains as 30 November 2022.
Accordingly, the directors have concluded that it is appropriate to
present the loan as due for repayment after one year.
11. Called up share capital and share premium
On 18 December 2020, 12,471,998 new 5p ordinary shares were
issued at 60 pence as part of a fundraising which raised total
gross proceeds of GBP7,483,199. Expenses totalled GBP458,854,
resulting in net proceeds received in cash of GBP7,024,345.
Share Capital Share Capital
No. GBP'000
Share Capital - allotted, issued and
fully paid ordinary 5p shares
At 3 October 2020 and 28 March 2020 18,595,165 930
Movement due to fundraising 12,471,998 623
At 3 April 2021 31,067,163 1,553
Share Premium
GBP'000
Share Premium reserve
At 3 October 2020 and 28 March 2020 26,172
Movement due to fundraising 6,401
At 3 April 2021 32,573
12. Dividends
No final or interim dividend was paid for either of the 53 week
period ended 3 October 2020 or the 52 week period ended 28
September 2019. No interim dividend for the 26 week period ended 3
April 2021 is proposed.
13. Related party transactions
During the period ended 3 April 2021, Pressure Technologies
incurred costs of GBP12,500 (2020: GBP6,250) with RAG Associates
Limited with whom one of the Non-Executive Directors, Sir Roy
Gardner, is a connected person. GBP7,500 was outstanding to be paid
as at 3 April 2021 (2020: GBP7,500). The transactions were made on
an arm's length basis.
A copy of the Interim Report will be sent to shareholders
shortly and will be available on the Company's website:
www.pressuretechnologies.com .
Appendix A
Independent review report to Pressure Technologies plc
Introduction
We have been engaged by the company to review the financial
information in the half-yearly financial report for the 26 weeks to
3 April 2021 which comprises the Condensed Consolidated Statement
of Comprehensive Income, the Condensed Consolidated Statement of
Financial Position, the Condensed Consolidated Statement of Changes
in Equity, the Condensed Consolidated Cash Flow Statement and the
related explanatory notes. We have read the other information
contained in the half yearly financial report which comprises only
the Business review 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 AIM rules of the London
Stock Exchange require that the accounting policies and
presentation applied to the financial information in the
half-yearly financial report are consistent with those which will
be adopted in the annual accounts having regard to the accounting
standards applicable for such accounts.
As disclosed in Note 1, the annual financial statements of the
group are prepared in accordance with IFRSs as adopted by the
European Union. The financial information in the half-yearly
financial report has been prepared in accordance with the basis of
preparation, international accounting standards in conformity with
the requirements of the Companies Act 2006, as detailed in Note
1.
Our responsibility
Our responsibility is to express to the company a conclusion on
the financial information 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 Auditing Practices Board 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.
The impact of macro-economic uncertainties on our review
Our review of the condensed set of financial statements in the
half-yearly financial report requires us to obtain an understanding
of all relevant uncertainties, including those arising as a
consequence of the effects of Brexit. All reviews assess and
challenge the reasonableness of estimates made by the directors and
the related disclosures and the appropriateness of the going
concern basis of preparation of the financial statements. All of
these depend on assessments of the future economic environment and
the company's future prospects and performance.
Brexit is one of the most significant economic events currently
faced by the UK, and at the date of this report its effects are
subject to unprecedented levels of uncertainty, with the full range
of possible outcomes and their impacts unknown. We applied a
standardised firm-wide approach in response to these uncertainties
when assessing the company's future prospects and performance.
However, no audit should be expected to predict the unknowable
factors or all possible future implications for a company
associated with a course of action such as Brexit.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the financial information in the
half-yearly financial report for the 26 weeks ended 3 April 2021 is
not prepared, in all material respects, in accordance with the
basis of accounting described in Note 1.
Material uncertainty related to going concern
We draw attention to note 1 in the half-yearly financial report,
which indicates that as at 3 April 2021, the latest covenant
testing date, the Group was in breach of one of their financial
covenants and, as a result, the Group is technically in default
under its credit facility. As stated in note 1, these events or
conditions, along with the other matters as set forth in note 1,
indicate that a material uncertainty exists that may cast
significant doubt on the company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Use of our report
This report is made solely to the company in accordance with
guidance contained in ISRE (UK and Ireland) 2410, 'Review of
Interim Financial Information performed by the Independent Auditor
of the Entity'. Our review work has been undertaken so that we
might state to the company those matters we are required to state
to it in a review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company for our review work, for this
report, or for the conclusion we have formed.
Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Sheffield
14 June 2021
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