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ACRL Accrol Group Holdings Plc

38.40
0.20 (0.52%)
Last Updated: 08:06:39
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Accrol Group Holdings Plc LSE:ACRL London Ordinary Share GB00BZ6VT592 ORD GBP0.001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.20 0.52% 38.40 38.30 38.50 38.50 38.30 38.50 50,179 08:06:39
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Convrt Paper,paperbd Pds,nec 241.91M -5.7M -0.0179 -21.34 121.81M

Accrol Group Holdings PLC Interim results for six months ended 31 Oct 2016 (2541T)

04/01/2017 7:00am

UK Regulatory


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TIDMACRL

RNS Number : 2541T

Accrol Group Holdings PLC

04 January 2017

This announcement contains inside information

4 January 2017

Accrol Group Holdings plc

Unaudited interim results for the six months ended 31 October 2016

Accrol Group Holdings plc, the AIM listed leading independent tissue converter, is pleased to announce its interim results for the six months to 31 October 2016.

Financial Highlights

   --     Revenue increased 8.8% to GBP63.9m (H1 FY16: GBP58.7m) 
   --     Gross Profit increased 5.6% to GBP18.2m (H1 FY16: GBP17.2m) 

-- Adjusted gross margin improved by 1.1% to 28.4% (H1 FY16: 27.3%) through significant currency hedging pre and post EU referendum and negotiated parent reel pricing

   --     Adjusted EBITDA increased 1.5% to GBP7.1m (H1 FY16: GBP7.0m) 
   --     Net debt reduced by GBP3.2m from GBP23.1m at flotation to GBP19.9m at 31 October 2016 

-- We have significantly increased our foreign currency facilities and have continued with our existing hedging strategy

   --     Maiden interim dividend announced of 2p per ordinary share 

Operational Highlights

   --     Successful IPO in June 2016 raising GBP63.5m 
   --     Our market share of discount sector has increased to circa 50% 
   --     Significant contract wins previously announced with Booker, Poundstretcher and Lidl 
   --     Early indications that Lidl contract likely to deliver more than GBP10m in annual revenue 

-- New 168,000 sq. ft. manufacturing facility at Leyland, Lancashire progressing on target with production starting end of January 2017

-- Senior team strengthened in Manufacturing, Supply Chain, HR, Procurement and Engineering. Successful and complete transition of key operations from the Hussain Family to the new Operational Board

-- Operational initiatives underway including; price inflation recovery, manufacturing optimisation and supply chain optimisation

Steve Crossley, Chief Executive Officer of Accrol, commented:

"Our strong first half performance demonstrates the success of our strategy of organic growth through Discounters and increasing market share through the supply of Private Label products to some of the UK's largest retailers.

"We have continued to win new business, including a contract with Lidl which is expected to generate more than the GBP10m sales per year previously announced, increased our market share in the discount sector to circa 50% and have made significant progress with our strategic plan of making operational improvements and increasing capacity to ensure we can best meet the growing demand for our products. We remain confident in the outlook for the full year."

There will be an analyst presentation to discuss the results at 9.30 on 4th January 2017 at the offices of Camarco. In addition, there will be a webinar for investors on 5th(th) January 2017 at 5.45pm. If you would like to join the webinar, please register at https://www.equitydevelopment.co.uk/news-and-events/

For further information, please contact:

 
 Zeus Capital Limited (Nominated 
  Adviser & Broker) 
 Dan Bate / Jonathan Sharp         Tel: +44 (0) 161 831 
                                    1512 
 Dominic King / John Goold         Tel: +44 (0) 20 7533 
  / Mike Seabrook                   7727 
 Camarco (Media enquiries) 
 Jennifer Renwick / Billy          Tel: +44 (0) 203 757 
  Clegg                             4994 
 
 

Notes to Editors

Accrol manufactures toilet rolls, kitchen rolls and facial tissues as well as other tissue products at the Company's 350,000 sq. ft. manufacturing, storage and distribution facility in Blackburn, Lancashire. The commissioning of Accrol's two high speed converting lines at the Company's new 168,000 sq. ft. facility in Leyland, Lancashire, in January 2017 will take total annualised capacity to 143,000 tonnes per annum and total manufacturing, storage and distribution facilities to 518,000 sq. ft.

Accrol currently manufactures approximately 16 million units per week and supplies some of the UK's largest retailers, providing both Accrol branded and private label products (being goods produced under a customer's own brand or under a non-branded or less well-known brand name ("private label")).

The Group's competitive advantage lies in its market positioning, operational process and flexibility. Key components of the business model are:

Production process - The Directors believe the Group obtains a competitive advantage through its model of acquiring and converting the large tissue reels that are Accrol's raw materials ("Parent Reels") as opposed to manufacturing Parent Reels from pulp and recycled fibre and subsequently converting. This requires a lower fixed overhead and provides flexibility in Parent Reel sourcing which allows the Group to take advantage of favourable pricing opportunities and production technology advancements.

Technology and converting lines - Accrol has committed capital expenditure of c. GBP18.2 million in the last three years. The Group currently has 15 converting lines in operation providing capacity of approximately 118,000 tonnes per annum. Additional capacity of 25,000 tonnes per annum is due to be installed at Accrol's new facility in Leyland, Lancashire, in January / February 2017. The Group's operating machinery allows conversion of a wide variety of tissue grades, adding flexibility to the Parent Reel sourcing process and allowing manufacture of a wide range of product types.

Manufacturing private label products - The majority of Accrol's products (75 per cent. of revenues in the year ended 30 April 2016) are private label and whilst the Group also develops and supplies branded products, the ability to supply customers with goods under its own brand has allowed penetration into retailers operating in the discount market ("Discounters") and the UK's largest retailers ("Multiples"). Accrol can launch a new private label product within six weeks of instruction from a retailer.

Production flexibility - Accrol is able to manufacture toilet rolls, kitchen rolls, facial tissue and certain products used outside a consumer's home ("Away from Home" or "AFH"), providing a "one-stop shop" solution for customers in the tissue market. The ability to produce these goods and supply Multiples, Discounters, local retailers and wholesalers ("Independents") and the AFH market is a competitive advantage and the Directors do not believe any competitors can offer the same flexibility across all of these market channels.

Macro-economic impact on raw material prices - There is currently a global over-supply of both pulp and Parent Reels, with additional capacity forecast to be brought on stream through to 2019. As such, Parent Reel prices are currently relatively low and are expected to remain so for the foreseeable future. Low Parent Reel prices allow Accrol to manufacture at a lower cost, enhancing margin and providing pricing flexibility to win new orders. Overcapacity drives increased flexibility of supply and provides Accrol with a choice of pricing and technology when sourcing Parent Reels.

Market positioning - Having won a number of contracts with Discounters in recent years and benefitting from the organic growth within this market, the Directors believe Accrol is well positioned to take advantage of the growth in the discount market and Multiples' increased focus on private label products.

Overview of the Half Year to 31 October 2016

Introduction

We are pleased to report that our trading as a newly quoted company on AIM for the six months to 31 October 2016 is in line with our expectations and we have continued to make good progress against our strategic goals. Revenues for the six months grew by 8.8%, or GBP5.2m, to GBP63.9m (H1 FY16: GBP58.7m) with adjusted EBITDA(1) increasing by 1.5% or GBP0.1m to GBP7.1m (H1 FY16: GBP7.0m). The strong sales growth was driven by continued growth of our Private Label products into the Discounters and Multiple retailers. Specific highlights included winning a significant contract with Lidl and moving into our new 168,000 sq. ft. manufacturing facility at Leyland, Lancashire. We have managed to mitigate the impact of the strengthening of the US$ against Sterling following the EU referendum through significant hedging, a strategy which we continue to review.

Operational Review

We have continued to invest in manufacturing capacity and capability with the opening of the new facility in Leyland. The two high speed tissue converting lines purchased in April 2016 have been moved from storage and will be commissioned during January 2017. New management with tissue experience are in position and the hire of operatives and training will commence in January. The facility has the space to accommodate further converting lines to support our growth strategy. Total annualised capacity from Q1 2017 will be 143,000 tonnes per annum, which is equivalent to c. GBP160m to GBP180m of annual sales. We will continue to invest in machinery ahead of growth.

Our share of the growing discount sector has increased to circa 50% with the addition of the new Lidl contract and further growth with existing customers. The Lidl range launched successfully in October 2016 and has been well received by their consumers. Early indications are that the annualised sales to Lidl are likely to be higher than the GBP10m initially communicated. Included in the launch was NTT (New Tissue Technology), which is a soft premium tissue sourced on an exclusive basis for the UK market. Growth in sales to the Multiples remains a key strategic objective for the business and discussions are ongoing.

Since our flotation, a new Operating Board has been put in place and an effective transition and exit of the Hussain Family is complete. High calibre and experienced individuals have been recruited into key roles in Manufacturing, Supply Chain, HR, Procurement and Engineering.

Key operational priorities in progress include; Price Inflation Recovery, Manufacturing Optimisation Programme to drive improvements in operational efficiency, Supply Chain Optimisation Programme to underpin and sustain expected growth, Cost Reduction Programme and a People Plan focusing on employee recruitment, retention and training.

Financial Review

Revenues

Revenues for the six months grew by 8.8% or GBP5.2m to GBP63.9m (H1 FY16: GBP58.7m) with the majority of the growth coming from the Discounters. This increase was driven by both organic growth and through the recently announced contract wins including Booker, Poundstretcher and Lidl. In terms of product categories, toilet tissue revenues showed the highest growth over the six months at 18.3% or GBP4.9m.

Gross margin

Adjusted gross margin increased by 1.1% from 27.3% in H1 FY16 to 28.4% in H1 FY17. Adjusted gross margin excludes the impact of unrealised gains and losses on outstanding forward foreign currency contracts valued at the Balance Sheet date.

To mitigate adverse movements in US$ and Euro exchange rates, we entered into a significant volume of forward currency contracts ahead of, and following, the EU referendum, selling Sterling and purchasing both US$ and Euros. This limited the decrease in the average GBP:US$ transacted exchange rate from the 15% decrease in the GBP:US$ spot rate to 6%. In addition, we negotiated parent reels pricing to a similar level to the FY16 exit run rate which delivered a 7% reduction in parent reel pricing from H1 FY16 to H1 FY17. Overall, this delivered the 1.1% improvement in adjusted gross margin.

During the reporting period, we have significantly increased our foreign currency facilities and have continued with our existing hedging strategy, allowing hedges to be taken into the next financial year.

Administration costs

Administration costs for the six months grew by GBP2.3m to GBP8.7m, mainly due to GBP1.2m of exceptional costs (as set out below), GBP0.4m due to increased wage costs as we continue to invest in people, GBP0.2m due to plc related running costs and GBP0.4m due to rent, rates, insurance, depreciation and utilities.

Exceptional costs of GBP1.2m relate to AIM flotation costs of GBP0.2m (balance of GBP1.6m is included in the share premium account), Hussain Family consulting costs of GBP0.2m, an early settlement fee on finance leases of GBP0.4m and the write off of previous deal related costs attached to the previous debt structure of GBP0.4m.

Distribution costs

Distribution costs as a percentage of sales for the six months have increased from 8.0% last year to 8.8% in the current year. The increase is mainly due to destination mix change year on year as we have brought in more southern depots, an increased usage of packing materials and an increased level of the internal movement of goods between warehouses.

Working capital

 
                                          Actual 
                               ---------------------------- 
                                H1                 Variance 
                                 FY17    H1 FY16 
                                GBP'm    GBP'm     GBP'm 
 Inventories                    13.3     12.9      0.4 
 Trade and other receivables    22.9     22.2      0.7 
 Trade and other payables       (16.6)   (14.9)    (1.7) 
                                19.6     20.2      (0.6) 
 
 

Inventories and trade debtors have remained at similar levels to the prior year despite the 8.8% growth in revenues. Trade payables have increased as we are choosing to take advantage of favourable credit terms on Parent Reels.

Borrowings and cashflow

 
                               H1 FY17   H1 FY16   Variance 
                               GBP'm     GBP'm     GBP'm 
---------------------------   --------  --------  --------- 
 Revolving Credit 
  Facility                     12.8      -         12.8 
 Bank loan                     -         4.6       (4.6) 
 Invoice discounting 
  facility                     6.7       12.1      (5.4) 
 Shareholder loans             -         40.5      (40.5) 
 Finance leases                0.4       9.5       (9.1) 
                              --------  --------  --------- 
 Total debt                    19.9      66.7      (46.8) 
 Cash and cash equivalents     -         (0.5)     0.5 
                              --------  --------  --------- 
 Net debt                      19.9      66.2      (46.3) 
                              --------  --------  --------- 
 

As part of the AIM flotation process, shareholder loan notes, the bank loan facility and the majority of finance leases were repaid. A new Revolving Credit Facility of GBP18.0m was put in place with a draw down at IPO of GBP13.0m. Post float net debt has reduced GBP3.2m to 1.31 times the adjusted last 12 months EBITDA.

Strategy

We continue to focus on organic growth through the Discounters as this sector remains the fastest growing at 10% per annum. This growth is primarily driven by Private Label products which continue to take share from Brands, due to relatively little, if any, product differentiation. Year-on-year sector growth is as follows; Private Label Toilet Tissue has increased 4%, Kitchen Towel 3% and Facial Tissue 2.3%. We believe post referendum concerns over inflation will only serve to further drive consumers into the Discounters and purchase more affordable Private Label products as they seek quality and value. We will continue to invest in capacity as we are well placed to take advantage of these trends in the marketplace.

Early Days on the AIM Market

Following our successful flotation on AIM in June 2016, the Hussain Family have helped facilitate and complete a smooth transition to the new Operating Board. Four plc Board meetings have been held since flotation. In addition, our inaugural AGM was held in Blackburn on 30 September 2016 with all resolutions passed. The Board meetings have enjoyed healthy and constructive challenge and support from our Non-Executive Directors.

Dividend

We remain committed to enhancing shareholder value and to the progressive dividend policy discussed at flotation. The Board is pleased to declare an interim dividend of 2p per ordinary share. This interim dividend will be paid on 3 February 2017 to Members of the Register at the close of business on 13 January 2017. The shares will become ex-dividend on 12 January 2017. We remain committed to paying a total dividend which will deliver a strong 6% yield (based on the IPO placing price of 100p per share) for the financial year ending 30 April 2017.

Outlook

We have ambitious plans to grow the business and deliver solid progressive financial performance driven by strong customer relationships and investment in industry leading equipment and technology, enabling us to continue to grow our market share in the discount market and increase sales to Multiples.

Our current hedging position in both US$ and Euro together with agreed paper prices until April 2017, lead us to remain confident in the outlook for the full year.

Our view is that a period of higher inflation will see more consumers moving into the discount sector and Private Label products. If exchange rates continue at current levels then the soft tissue industry, along with many other sectors, will need to increase prices to recover the rise in raw material costs.

Key focus areas for the second half of the financial year will be increasing selling prices, continuing our drive to improve efficiencies in manufacturing and the supply chain, commissioning our new manufacturing site in Leyland and embedding our recent new hires into the organisation. In addition, we are evaluating growth opportunities both in the UK and Europe.

Consolidated Income Statement

For six months ended 31 October 2016

 
                                                  (Unaudited)   (Unaudited)   (Audited) 
                                                   Six months    Six months        Year 
                                                        ended         ended       ended 
                                                   31 October    31 October    30 April 
 Continuing operations                     Note          2016          2015        2016 
                                                      GBP'000       GBP'000     GBP'000 
 
 Revenue                                    5          63,914        58,741     118,219 
 
 - Cost of sales before gain 
  on derivative financial instruments                (45,742)      (42,707)    (84,996) 
 - Gain on derivative financial 
  instruments                                               -         1,182       1,266 
----------------------------------------  -----  ------------  ------------  ---------- 
 
 Cost of sales                                       (45,742)      (41,525)    (83,730) 
----------------------------------------  -----  ------------  ------------  ---------- 
 Gross profit                                          18,172        17,216      34,489 
 Administration expenses                              (8,653)       (6,359)    (13,138) 
 Distribution                                         (5,597)       (4,714)     (9,431) 
 Operating profit                                       3,922         6,143      11,920 
 Analysed as: 
-------------------------------------- 
  - Adjusted EBITDA(1)                                  7,136         7,033      15,038 
  - Depreciation                                        (938)         (874)     (1,831) 
  - Amortisation                            10        (1,039)       (1,039)     (2,060) 
  - Gain on derivative financial 
   instruments                                              -         1,182       1,266 
  - Exceptional items                       6         (1,237)         (159)       (493) 
----------------------------------------  -----  ------------  ------------  ---------- 
 Operating profit                                       3,922         6,143      11,920 
 Finance costs                                          (801)       (2,401)     (4,941) 
 Analysed as: 
--------------------------------------    -----  ------------  ------------  ---------- 
  - Finance costs on 
   pre-IPO debt structure                   8           (478)       (2,169)     (4,456) 
  - Finance costs on 
   post-IPO debt structure                  8           (323)         (232)       (485) 
----------------------------------------  -----  ------------  ------------  ---------- 
 Finance costs                                          (801)       (2,401)     (4,941) 
----------------------------------------  -----  ------------  ------------  ---------- 
 Profit before tax                                      3,121         3,742       6,979 
 Tax charge                                 9           (740)         (981)     (1,274) 
----------------------------------------  -----  ------------ 
 Profit for the period attributable 
  to equity shareholders                                2,381         2,761       5,705 
-----------------------------------------------  ------------  ------------  ---------- 
 
 

Consolidated Statement of Comprehensive Income

 
                                            (Unaudited)   (Unaudited)   (Audited) 
                                                    Six           Six        Year 
                                                 months        months       ended 
                                                  ended         ended    30 April 
                                             31 October    31 October        2016 
                                                   2016          2015 
 Profit for the period attributable 
  to equity shareholders                          2,381         2,761       5,705 
 Other comprehensive income for 
  the period 
 Revaluation of derivative financial              5,092             -           - 
  instruments 
 Share based payments                                89             -           - 
-----------------------------------------  ------------ 
 Total comprehensive income attributable 
  to equity shareholders                          7,562         2,761       5,705 
-----------------------------------------  ------------  ------------  ---------- 
 
 
 Earnings per share 
                                  GBP      GBP      GBP 
 Basic and Diluted          7    0.03   279.86   576.26 
 Adjusted and Adjusted 
  Diluted                   18   0.07   369.75   865.15 
 

Note 1: Adjusted EBITDA, which is defined as profit before finance costs, tax, depreciation, amortisation, gain / (loss) on derivative financial instruments and exceptional items, is a non-GAAP metric used by management and is not an IFRS disclosure.

Consolidated Statement of Financial Position

For six months ended 31 October 2016

 
                                       (Unaudited)   (Unaudited)   (Audited) 
                                        Six months    Six months        Year 
                                             ended         ended       ended 
                                        31 October    31 October    30 April 
                                              2016          2015        2016 
                                Note       GBP'000       GBP'000     GBP'000 
 ASSETS 
 Non-current assets 
 Property, plant and 
  equipment                                 24,161        21,958      24,407 
 Intangible assets               10         30,745        32,766      31,744 
-----------------------------  -----  ------------  ------------  ---------- 
 Total non-current 
  assets                                    54,906        54,724      56,151 
-----------------------------  -----  ------------  ------------  ---------- 
 
 Current assets 
 Inventories                                13,280        12,879       9,361 
 Trade and other receivables                22,884        22,195      21,277 
 Derivative financial 
  instruments                    13          4,902             -           - 
 Cash and cash equivalents       11             33           509       2,456 
-----------------------------  -----  ------------  ------------  ---------- 
 Total current assets                       41,099        35,583      33,094 
-----------------------------  -----  ------------  ------------  ---------- 
 Total assets                               96,005        90,307      89,245 
-----------------------------  -----  ------------  ------------  ---------- 
 
 Non-current liabilities 
 Borrowings                      12         12,751        49,819      50,919 
 Deferred tax liabilities                    4,352         5,088       4,478 
 Total non-current 
  liabilities                               17,103        54,907      55,397 
-----------------------------  -----  ------------  ------------  ---------- 
 Current liabilities 
 Borrowings                      12          7,072        16,857      12,193 
 Trade and other payables                   16,588        14,869      15,454 
 Income taxes payable                          792         1,003         909 
 Derivative financial 
  instruments                    13              -           274         190 
 Total current liabilities                  24,452        33,003      28,746 
-----------------------------  -----  ------------  ------------  ---------- 
 Total liabilities                          41,555        87,910      84,143 
-----------------------------  -----  ------------  ------------  ---------- 
 Net assets                                 54,450         2,397       5,102 
-----------------------------  -----  ------------  ------------  ---------- 
 
 Capital and reserves 
 Share capital                   15             93            13          13 
 Share premium                              41,597            84          84 
 Hedging reserve                             5,092             -           - 
 Capital redemption 
  reserve                                       27             -           - 
 Retained earnings                           7,641         2,300       5,005 
 Total equity shareholders' 
  funds                                     54,450         2,397       5,102 
------------------------------------  ------------  ------------  ---------- 
 
 

The financial statements were approved by the Board of Directors on 3 January 2017

Signed on behalf of the Board of Directors

Stephen Crossley James Flude

Chief Executive Officer Chief Financial Officer

Company Registration Number 09019496

Consolidated Statement of Changes in Equity

For six months ended 31 October 2016

 
                              Note      Share      Share    Hedging       Capital     Retained     Total 
                                      capital    premium    reserve    redemption    earnings/ 
                                                                          reserve    (deficit) 
                                      GBP'000    GBP'000    GBP'000       GBP'000      GBP'000   GBP'000 
 Balance at 30 April 
  2016 (audited)                           13         84          -             -        5,005     5,102 
 Comprehensive income 
 Profit for the year                        -          -          -             -        2,381     2,381 
 Revaluation of derivative 
  financial instruments                     -          -      5,092             -            -     5,092 
 Share based payments                       -          -          -             -           89        89 
 Total comprehensive 
  income                                    -          -      5,092             -        2,470     7,562 
---------------------------  -----  ---------  ---------  ---------  ------------  -----------  -------- 
 Transactions with 
  owners recognised 
  directly in equity 
 Bonus issue of shares          15         64       (64)          -             -            -         - 
 Proceeds from shares 
  issued                        15         43     43,285          -             -            -    43,328 
 Buy back of deferred 
  shares for consideration 
  of GBP1                       15       (27)          -          -            27            -         - 
 Transaction costs                          -    (1,708)          -             -          166   (1,542) 
---------------------------  -----  ---------  ---------  ---------  ------------  -----------  -------- 
 Total transactions 
  recognised directly 
  in equity                                80     41,513          -            27          166    41,786 
---------------------------  -----  ---------  ---------  ---------  ------------  -----------  -------- 
 Balance at 31 October 
  2016 (unaudited)                         93     41,597      5,092            27        7,641    54,450 
---------------------------  -----  ---------  ---------  ---------  ------------  -----------  -------- 
 Balance at 30 April 
  2015 (audited)                           10         50          -             -        (700)     (640) 
---------------------------  -----  ---------  ---------  ---------  ------------  -----------  -------- 
 

Consolidated Cash Flow Statement

For six months ended 31 October 2016

 
                                            (Unaudited)   (Unaudited)   (Audited) 
                                             Six months    Six months        Year 
                                                  ended         ended       ended 
                                             31 October    31 October    30 April 
                                     Note          2016          2015        2016 
                                                GBP'000       GBP'000     GBP'000 
 Cash flows from operating 
  activities 
 Operating profit                                 3,922         6,143      11,920 
 Adjustment for: 
 Depreciation                                       938           874       1,831 
 Amortisation                         10          1,039         1,039       2,060 
 Gain on derivative financial 
  instruments                                         -       (1,182)     (1,266) 
 Grant income                                      (35)          (27)        (61) 
 Exceptional items                                1,014             -           - 
 Profit on disposals                                  -             -        (22) 
----------------------------------  -----  ------------  ------------  ---------- 
 Operating cash flows before 
  movements in working capital                    6,878         6,847      14,462 
 (Increase)/ decrease 
  in inventories                                (3,919)       (3,497)          20 
 Increase in trade and 
  other receivables                             (1,410)       (2,891)     (1,975) 
 Increase / (decrease) 
  in trade and other payables                     4,313           346     (1,433) 
----------------------------------  -----  ------------  ------------  ---------- 
 Cash generated from 
  operations                                      5,862           805      11,074 
 Tax paid                                         (979)         (501)     (1,460) 
 Interest paid                                  (3,858)       (4,495)     (4,918) 
----------------------------------  -----  ------------  ------------  ---------- 
 Net cash flows from 
  operating activities                            1,025       (4,191)       4,696 
----------------------------------  -----  ------------  ------------  ---------- 
 Cash flows from investing 
  activities 
 Purchase of property, 
  plant and equipment                             (691)          (93)       (683) 
 Proceeds from sale of property, 
  plant and equipment                                 -             -          48 
----------------------------------  -----  ------------  ------------  ---------- 
 Net cash flows used 
  in investing activities                         (691)          (93)       (635) 
----------------------------------  -----  ------------  ------------  ---------- 
 Cash flows from financing 
  activities 
 Proceeds of issue of 
  Ordinary shares                                43,328            37          37 
 Cost of raising finance                        (1,971)             -           - 
 (Decrease) / increase 
  in amounts due to factors                       (817)         5,848       1,656 
 Repayment of capital 
  element of finance leases                    (10,887)       (1,476)     (3,082) 
 Repayment of bank loans                        (3,900)         (600)     (1,200) 
 Receipt of new bank                             12,730             -           - 
  loans 
 Repayment of shareholder                      (41,240)             -           - 
  loans / loan notes 
 Drawdown of shareholder 
  loans / loan notes                                  -           249         249 
----------------------------------  -----  ------------  ------------  ---------- 
 Net cash flows (from) / used 
  in financing activities                       (2,757)         4,058     (2,340) 
----------------------------------  -----  ------------  ------------  ---------- 
 Net increase in cash 
  and cash equivalents                          (2,423)         (226)       1,721 
 Cash and cash equivalents 
  at beginning of the period                      2,456           735         735 
----------------------------------  -----  ------------  ------------  ---------- 
 Cash and cash equivalents 
  at period end                       11             33           509       2,456 
----------------------------------  -----  ------------  ------------  ---------- 
 
 

Notes to the Interim Financial Statements

For six months ended 31 October 2016

1. Reporting entity

Accrol Group Holdings plc (the "Company") was incorporated in the United Kingdom on 30 April 2014 with company number 09019496. It is domiciled in the United Kingdom. The registered address of the Company is the Delta Building, Roman Road, Blackburn, United Kingdom, BB1 2LD. Accrol UK Limited, which was incorporated on 24 April 2014, subsequently became a direct wholly owned subsidiary undertaking of the Company on 14 July 2014. On 14 July 2014, Accrol UK Limited acquired Accrol Holdings Limited and its trading subsidiary, Accrol Papers Limited (the "Acquisition"). Accrol Papers Limited is engaged in the business of soft tissue paper conversion.

2. Basis of preparation

The interim financial statements for the six months ended 31 October 2016, have been prepared in accordance with IAS34, 'Interim Financial Reporting' as adopted by the European Union. The interim financial statements should be read in conjunction with the group's Annual Report and Accounts for the year ended 30 April 2016, prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ('Adopted IFRSs'), IFRIC Interpretations and the Companies Act 2006.

The interim financial statements included in this report are not audited and do not constitute statutory accounts within the meaning of the Companies Act 2006. The Annual Report and accounts for the year ended 30 April 2016 have been filed with Companies House. The auditor's report on those accounts was unqualified and did not include any matters on which the auditors were required to report by exception under the Companies Act 2006.

The consolidated financial statements have been prepared on a going concern basis under the historical cost convention. The consolidated financial statements are presented in pounds sterling and all values are rounded to the nearest thousand pounds, except where otherwise indicated.

Standards issued not yet effective

The accounting policies applied in preparing the unaudited interim financial statements are consistent with those used in preparing the statutory financial statements for the year ended 30 April 2016.

New and amended standards and interpretations need to be adopted in the first interim financial statements issued after their effective date (or date of early adoption). There are no new IFRSs or International Financial Reporting Interpretations (IFRIC) that are effective for the first time for the six months ended 31 October 2016 which have material impact upon the Group.

At the date of authorisation of this financial information, the following new standards and interpretations which have not been applied in this financial information were in issue but not yet effective (and in some cases, had not yet been adopted by the EU):

-- IAS 16 and IAS 38 amendments - Clarification of Acceptable Methods of Depreciation and Amortisation (effective 1 January 2016)

-- IFRS 11 amendments - Accounting for Acquisitions of Interests in Joint Operations (effective 1 January 2016)

   --     IAS 16 and IAS 41 amendments - Agriculture: Bearer Plants (effective 1 January 2016) 

-- IAS 27 amendments - Equity Method in Separate Financial Statements (effective 1 January 2016)

-- IFRS 10 and IAS 28 amendments - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective 1 January 2016)

   --     IAS 1 amendments - Disclosure Initiative (effective 1 January 2016) 
   --     Annual Improvements 2012-2014 Cycle (effective 1 January 2016) 
   --     IFRS 15 - Revenue from Contracts with Customers (effective 1 January 2018) 
   --     IFRS 9 Financial Instruments (effective 1 January 2018) 

The adoption of these Standards and Interpretations is not expected to have a material impact on the consolidated financial statements of the Group in the year of initial application when the relevant standards come into effect.

IFRS 16 'Leases' is a new standard that has been published and is effective from 1 January 2019 but has not been early adopted by the Group and could have a material impact on the Group financial information. At the time of preparing this financial information, the Group continues to assess the possible impact of the adoption of this standard in future years. However, it is likely to result in an increase in leases recognised in the statement of financial position as finance leases and a reduction in the number of leases treated as operating leases and hence not recognised in the statement of financial position.

Going concern

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months form the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the interim financial statements.

3. Accounting policies

The interim financial statements have been prepared in accordance with the accounting policies set out in the group's Annual Report and Accounts for the year ended 30 April 2016. Additional accounting policies applicable to the Interim Financial Statements are set out below.

Derivative financial instruments and cash flow hedges

The Group holds derivative financial instruments to hedge its foreign currency exposures. These derivatives, classified as cash flow hedges, are initially recognised at fair value and then re measured at fair value at the end of each reporting date. Hedging instruments are documented at inception and effectiveness is tested throughout their duration. Changes in the value of cash flow hedges are recognised in other comprehensive income and any ineffective portion is immediately recognised in the statement of comprehensive income. Amounts deferred in other comprehensive income are recognised in the statement of comprehensive income in the same period in which the hedged items affect profit.

Share based payments

The Group may issue equity settled share-based payments in the parent company to certain employees in exchange for services rendered. These awards are measured at fair value on the date of the grant using an option pricing model and expensed in the statement of comprehensive income on a straight line basis over the vesting period after making an allowance for the number of shares that it is estimated will not vest. The level of vesting is reviewed and adjusted annually.

4. Principal risks and uncertainties

The Group risk management process is used to identify, monitor, evaluate and escalate risks as they emerge, enabling management to take appropriate action wherever possible in order to control them and also enabling the Board to keep risk management under review.

The Board considers the principal risks and uncertainties that could impact upon the Group over the second half of the financial year to 30 April 2017, to be significantly unchanged from those set out in the group's Annual Report and Accounts for the year ended 30 April 2016.

In summary these risks and uncertainties are: loss of a major customer; Parent Reel and pulp pricing and capacity; new entrant into market; winning a large customer contract; installation of new converting capacity; volatility of foreign currency exchange rates; dependency upon information technology; key person dependency; and failure to adhere to regulatory requirements such as taxation, the Data Protection Act, Health and Safety and Fire Safety regulations.

These risks and uncertainties are set out in detail on pages 20 - 21 of the Group's Annual Report and Accounts for the year ended 30 April 2016, a copy of which is available on the Group's website www.accrol.co.uk.

Following the recent EU referendum, there has been increased uncertainty in both the political and business environment. This has led to increased volatility in US$:GBP exchange rate with a significant strengthening of the US$ against Sterling. As the Group purchases the majority of parent reels in US$, there is an increased risk that adverse movements in rates could impact profitability. We have managed to mitigate the impact of the strengthening of the US$ against following the EU referendum through significant hedging, a strategy which we continue to review.

5. Revenue

The Group has one type of revenue and class of business.

The analysis of geographical area of destination of the Group's revenue is set out below:

 
                      (Unaudited)   (Unaudited)   (Audited) 
                       Six months 
                            ended    Six months        Year 
                               31         ended       ended 
                          October    31 October    30 April 
                             2016          2015        2016 
                          GBP'000       GBP'000     GBP'000 
 United Kingdom            63,702        58,636     118,041 
 Europe                       212           105         178 
-------------------  ------------  ------------  ---------- 
 Total                     63,914        58,741     118,219 
-------------------  ------------  ------------  ---------- 
 

6. Exceptional items

 
                                (Unaudited)   (Unaudited)   (Audited) 
                                 Six months    Six months        Year 
                                      ended         ended       ended 
                                 31 October    31 October    30 April 
                                       2016          2015        2016 
                                    GBP'000       GBP'000     GBP'000 
 
 Exceptional items 
 Professional fees relating             208             -           - 
  to the AIM flotation 
 Early settlement charges               454             -           - 
  on finance leases 
 Acquisition deal costs                 352             -           - 
 Consultancy fees                       223             -         334 
 Other                                    -           159         159 
----------------------------- 
                                      1,237           159         493 
 ----------------------------  ------------  ------------  ---------- 
 

The exceptional items are described below:

Six months ended 31 October 2016

Professional fees of GBP208,000 incurred as part of the IPO process have been classified as exceptional as they do not directly relate to the raising of the equity for the AIM flotation. In addition, part of the funds raised in the IPO were used to reduce the debt in the business with the majority of the finance leases being repaid which attracted an early redemption charge of GBP454,000.

Fees totalling GBP352,000 relating to the acquisition of the Accrol Group in July 2014 by Accrol Group Holdings Limited, were also required to be written off as part of the accounting for the IPO.

Dual running costs totalling GBP223,000 were incurred in the period relating mainly to the Hussain Family whom provided consultancy services.

Six months ended 31 October 2015

In September 2015, there was a fire within the embossing unit of one of the converting lines. The line was back up and running within one week with no disruption to customer orders. The cost of repair was GBP159,000.

Year ended 30 April 2016

One off consultancy fees totalling GBP334,000 were incurred in relation to a market, competitor, customer and working capital review to support the growth strategy following the acquisition in July 2014.

In September 2015, there was a fire within the embossing unit of one of the converting lines. The line was back up and running within one week with no disruption to customer orders. The cost of repair was GBP159,000.

7. Earnings per share

The basic earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. The prior period comparatives are stated using the number of shares in issue on the IPO date.

Diluted earnings per share is calculated by dividing the profit after tax by the weighted average number of shares in issue during the year, adjusted for potentially dilutive shares.

The following reflects the income and share data used in the basic earnings per share calculation:

 
                                    (Unaudited)   (Unaudited)   (Audited) 
                                     Six months    Six months        Year 
                                          ended         ended       ended 
                                     31 October    31 October    30 April 
                                           2016          2015        2016 
                                        GBP'000       GBP'000     GBP'000 
 
 Profit for the period 
  attributable to shareholders            2,381         2,761       5,705 
 
                                         Number        Number      Number 
 Basic weighted average 
  number of shares(2)                77,427,867         9,866       9,900 
 
 Dilutive share options                       -             -           - 
 Basic weighted average 
  number of shares for 
  diluted earnings per 
  share                              77,427,867         9,866       9,900 
                                            GBP           GBP         GBP 
 Basic earnings per share                  0.03        279.86      576.26 
 Diluted earnings per 
  share                                    0.03        279.86      576.26 
 

Note 2: In all periods the basic weighted average number of shares is calculated by excluding the D class of shares as this class is subject to a dividend cap that does not materially impact upon the profit due to the remaining ordinary equity shareholders.

The share option scheme in operation post flotation, does not result in a dilution of the basic earnings per share at 31 October 2016. Dilution is dependent upon share price movements therefore there remains the possibility for future dilution of earnings per share.

8. Finance costs

 
 
                                  (Unaudited)   (Unaudited)   (Audited) 
                                   Six months    Six months        Year 
                                        ended         ended       ended 
                                   31 October    31 October    30 April 
                                         2016          2015        2016 
                                      GBP'000       GBP'000     GBP'000 
 
 Finance costs on pre-IPO 
  debt structure 
 Shareholder loans                        478         2,005       4,099 
 Finance lease interest                     -           120         214 
 Amortisation of finance 
  fees                                      -            44         143 
                               --------------  ------------  ---------- 
                                          478         2,169       4,456 
 Finance costs on post-IPO 
  debt structure 
 Bank loans and overdrafts                174            83         158 
 Finance lease interest                    71            71         144 
 Interest on factoring 
  facility                                 57            78         183 
 Amortisation of finance                   21             -           - 
  fees 
                               --------------  ------------  ---------- 
                                          323           232         485 
  Total finance costs                     801         2,401       4,941 
-----------------------------  --------------  ------------  ---------- 
 

9. Income tax expense

 
 Tax charged in the income 
  statement                       (Unaudited)   (Unaudited)   (Audited) 
                                   Six months    Six months        Year 
                                        ended         ended       ended 
                                   31 October    31 October    30 April 
                                         2016          2015        2016 
                                      GBP'000       GBP'000     GBP'000 
 Current income tax 
 Current tax on profits 
  for the period                          866           915       1,780 
-----------------------------  --------------  ------------  ---------- 
 Total current income 
  tax                                     866           915       1,780 
-----------------------------  --------------  ------------  ---------- 
 
 Deferred tax 
 Origination and reversal 
  of temporary differences              (147)            59        (31) 
 Change in tax rate                        21             7       (475) 
-----------------------------  --------------  ------------  ---------- 
 Total deferred tax                     (126)            66       (506) 
-----------------------------  --------------  ------------  ---------- 
 Tax charge in the income 
  statement                               740           981       1,274 
-----------------------------  --------------  ------------  ---------- 
 
 

The tax charge for the period is higher (2016: lower) than the effective rate of Corporation Tax in the UK of 20% (2016: 20%). The differences are explained below:

 
 
                                (Unaudited)   (Unaudited)   (Audited) 
                                 Six months    Six months        Year 
                                      ended         ended       ended 
                                 31 October    31 October    30 April 
                                       2016          2015        2016 
                                    GBP'000       GBP'000     GBP'000 
 Profit before income 
  tax                                 3,121         3,742       6,979 
 Effective rate                         20%           20%         20% 
 
 At the effective income 
  tax rate                              624           748       1,396 
 Expenses not deductible 
  for tax purposes                       95           226         353 
 Change in rate                          21             7       (475) 
---------------------------  --------------  ------------  ---------- 
                                        740           981       1,274 
  -------------------------  --------------  ------------  ---------- 
 

During the period the Group recognised the following deferred tax (assets) / liabilities:

 
                                Accelerated 
                                    capital 
                                 allowances   Intangibles     Other     Total 
                                    GBP'000       GBP'000   GBP'000   GBP'000 
 30 April 2016 (audited)              1,527         3,016      (65)     4,478 
 Additions                                -           (9)         -       (9) 
 Charge in year                          60         (207)         -     (147) 
 Change in deferred tax 
  rate                                  (6)            21        15        30 
 31 October 2016 (unaudited)          1,581         2,821      (50)     4,352 
-----------------------------  ------------  ------------  --------  -------- 
 

The Finance Act 2013 reduced the main rate of corporation tax to 21% from 1 April 2014 and to 20% from 1 April 2015. Further future rate reductions, to 19% from 1 April 2017 and 18% from 1 April 2020, were substantively enacted on 26 October 2015. Therefore, the rate of 20% at 31 October 2016 (31 October 2015: 21%) has been reflected in the consolidated financial statements and deferred tax assets and liabilities have been measured at the rate expected to be in effect when the deferred tax asset or liability reverses. Deferred tax has been provided at the rate of 18% as at 31 October 2016 (31 October 2015: 20%).

10. Intangible assets

 
                                   Customer 
                        Goodwill      lists     Other     Total 
                         GBP'000    GBP'000   GBP'000   GBP'000 
 Cost 
 At 30 April 2016 
  (audited)               14,982     20,427         -    35,409 
 Additions                     -          -        40        40 
 At 31 October 2016 
  (unaudited)             14,982     20,427        40    35,449 
---------------------  ---------  ---------  --------  -------- 
 
 Amortisation 
 At 30 April 2016 
  (audited)                    -      3,665         -     3,665 
 Charge                        -      1,039         -     1,039 
 At 31 October 2016 
  (unaudited)                  -      4,704         -     4,704 
---------------------  ---------  ---------  --------  -------- 
 
 Net book value 
 At 30 April 2016 
  (audited)               14,982     16,762         -    31,744 
 At 31 October 2016 
  (unaudited)             14,982     15,723        40    30,745 
---------------------  ---------  ---------  --------  -------- 
 

The intangible addition during the year, relates to a Management Services Agreement between Accrol Papers Limited and Accrol Group Holdings Plc which provides a mechanism for a recharge of salary costs between the two entities.

11. Cash and cash equivalents

 
 
                                 (Unaudited)   (Unaudited)   (Audited) 
                                       As at         As at       As at 
                                  31 October    31 October    30 April 
                                        2016          2015        2016 
                                     GBP'000       GBP'000     GBP'000 
 Cash and cash equivalents                33           509       2,456 
 

Cash and cash equivalents earn interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

12. Borrowings

 
 
                                  (Unaudited)   (Unaudited)   (Audited) 
                                        As at         As at       As at 
                                   31 October    31 October    30 April 
                                         2016          2015        2016 
                                      GBP'000       GBP'000     GBP'000 
 Non-current 
 Bank facility                         12,751         3,300       2,600 
 Finance leases                             -         6,060       7,232 
 Shareholder loans                          -        40,459      41,087 
                               --------------  ------------  ---------- 
                                       12,751        49,819      50,919 
 ----------------------------  --------------  ------------  ---------- 
 Current 
 Bank facility                              -         1,330       1,103 
 Factoring facility                     6,668        12,052       7,485 
 Finance leases                           404         3,475       3,605 
-----------------------------  --------------  ------------  ---------- 
                                        7,072        16,857      12,193 
 ----------------------------  --------------  ------------  ---------- 
 
 Loan maturity analysis: 
 Within one year                        6,923        17,002      12,295 
 Between one and two years                119         1,302       4,163 
 Between two and five years            13,030         8,368       5,768 
 After five years                           -        40,457      41,240 
-----------------------------  --------------  ------------  ---------- 
                                       20,072        67,129      63,466 
 ----------------------------  --------------  ------------  ---------- 
 
 
 The following amounts 
  remain undrawn and available 
                                         (Unaudited)   (Unaudited)   (Audited) 
                                               As at         As at       As at 
                                          31 October    31 October    30 April 
                                                2016          2015        2016 
                                             GBP'000       GBP'000     GBP'000 
 Revolving credit facility                     5,000             -           - 
 Factoring facility                           11,391         6,011       9,879 
                                              16,391         6,011       9,879 
 -------------------------------  ------------------  ------------  ---------- 
 
 

Finance fees

Finance fees are not included in the Loan Maturity Analysis table. As at 31 October 2016, finance fees relating to the arrangement of the Revolving Credit Facility have been capitalised and are being amortised. As at 31 October 2015 and the 30 April 2016, the finance fees were incurred upon the arrangement of the shareholder loans by the Group's lenders.

The finance fees after amortisation are as follows:

 
 
 
                    (Unaudited)   (Unaudited)   (Audited) 
                          As at         As at       As at 
                     31 October    31 October    30 April 
                           2016          2015        2016 
                        GBP'000       GBP'000     GBP'000 
 Finance fees               249           453         354 
---------------  --------------  ------------  ---------- 
 

13. Financial instruments

Derivative financial instruments

Derivative financial instruments represent the Group's forward foreign exchange contracts. The assets / (liabilities) representing the valuations of the forward foreign exchange contracts at the period end are:

 
 
 
                                  (Unaudited)   (Unaudited)   (Audited) 
                                        As at         As at       As at 
                                   31 October    31 October    30 April 
                                         2016          2015        2016 
 Current                              GBP'000       GBP'000     GBP'000 
 Foreign currency contracts 
  asset / (liability)                   4,902         (274)       (190) 
-----------------------------  --------------  ------------  ---------- 
 

The fair value of a derivative financial instrument is split between current and non-current depending on the remaining maturity of the derivative contract and its contractual cash flows. The foreign currency swaps are designated as hedged accounted at initial recognition. The fair value of the Group's foreign currency derivatives is calculated as the difference between the contract rates and the mark to market rates which are current at the balance sheet date. This valuation is obtained from the counterparty bank and at each period end is categorised as a Level 2 valuation. The maximum exposure to credit risk is the fair value of the derivative as a financial asset.

14. Seasonality of operations

There is no significant seasonality impacting upon Accrol Group Holdings plc. Revenues and operating profits are mainly impacted by the timings of new business wins and losses.

15. Share capital and reserves

 
 Called up, allotted and 
  fully paid: 
 
                                (Unaudited)   (Unaudited)   (Audited) 
                                      As at         As at       As at 
                                 31 October    31 October    30 April 
                                       2016          2015        2016 
                                        GBP           GBP         GBP 
 Ordinary shares of GBP0.001         93,010 
  each                                                  -           - 
 Class A Ordinary shares 
  of GBP1 each                            -         4,625       4,625 
 Class B Ordinary shares 
  of GBP1 each                            -         4,625       4,625 
 Class C Ordinary shares 
  of GBP1 each                            -           650         650 
 Class D Ordinary shares 
  of GBP1 each                            -         2,860       2,860 
-----------------------------  ------------  ------------  ---------- 
                                     93,010        12,760      12,760 
-----------------------------  ------------  ------------  ---------- 
 
 

The number of ordinary shares in issue is set out below:

 
                                     Number   Number   Number 
 Ordinary shares of GBP0.001     93,012,002 
  each                                             -        - 
 Class A Ordinary shares 
  of GBP1 each                            -    4,625    4,625 
 Class B Ordinary shares 
  of GBP1 each                            -    4,625    4,625 
 Class C Ordinary shares 
  of GBP1 each                            -      650      650 
 Class D Ordinary shares 
  of GBP1 each                            -    2,860    2,860 
 

The movements in shares occurred on the following dates set out below:

 
                                      Number 
 31 May 2016 
 Issue of A Ordinary shares 
  of GBP1 each                            50 
 Issue of B Ordinary shares 
  of GBP1 each                            50 
 1 June 2016 
 Bonus issue of shares 5:1 
 Bonus issue of A Ordinary 
  shares of GBP1 each                 23,375 
 Bonus issue of B Ordinary 
  shares of GBP1 each                 23,375 
 Bonus issue of C Ordinary 
  shares of GBP1 each                  3,250 
 Bonus issue of D Ordinary 
  shares of GBP1 each                 14,300 
 Subdivision of shares 
 Subdivided A ordinary shares 
  of GBP0.001 each                28,050,000 
 Subdivided B ordinary shares 
  of GBP0.001 each                28,050,000 
 Subdivided C ordinary shares 
  of GBP0.001 each                 3,900,000 
 Subdivided D ordinary shares 
  of GBP0.001 each                17,160,000 
 Re-organisation of shares 
  into one class 
 Ordinary shares of one class 
  of GBP0.001 each                49,683,858 
 Deferred shares of one class 
  of GBP0.001 each                27,476,142 
 10 June 2016 
 Issue of Ordinary shares 
  of GBP0.001 each                43,328,144 
 11 July 2016 
 Purchase of Deferred shares 
  of GBP0.001 each                27,476,142 
 
 

On 1 June 2016, a 5:1 bonus issue of shares occurred and subsequent to this, all shares were subdivided into shares of GBP0.001 each. On the same day, all shares were re-organised into one class of share and then were reassigned to either Ordinary or Deferred class.

On 10 June 2016, further ordinary shares of GBP0.001 were issued.

On 11 July 2016, all deferred shares were purchased by Accrol Group Holdings plc for GBP1.

Each holder of the GBP0.001 Ordinary Shares are entitled to vote at general meetings of the Company. Every holder of an Ordinary Share shall have one vote for each Ordinary Share held.

16. Dividends

An interim dividend of 2p per ordinary share (H1 FY16: nil) has been declared by the Board of Directors. It is payable on 3 February 2017 to Members of the Register at the close of business on 13 January 2017. The shares will become ex-dividend on 12 January 2017. This interim dividend of GBP1,860,240 (H1 FY16: GBPnil) has not been recognised as a liability in the interim financial statements. It will be recognised in shareholders' equity in the year ending 30 April 2017.

17. Related party disclosures

(a) Identity of related parties

The Company's significant shareholders include NorthEdge Capital LLP and members of the Hussain family. Phoenix Court Blackburn Limited is a company under the control of the Hussain family providing commercial premises for letting. Alklar Limited is an entity under the common directorship of Peter Cheung, to which payments for Peter Cheung's services as a director for Accrol UK Limited were made. Post the AIM listing, Peter Cheung is now remunerated for his services via payroll. Nisiac Limited is a company under the control of the Hussain family, to which payments for the consulting services of the Hussain family are made.

The subsidiaries of the Group are as follows:

 
 Company                    Principal           Country               Holding 
                             activity            of incorporation      % 
-------------------------  -----------------   -------------------   -------- 
                            Holding              United 
 Accrol UK Limited           company              Kingdom              100% 
                            Holding              United 
 Accrol Holdings Limited     company              Kingdom              100% 
                                                 United 
 Accrol Papers Limited      Paper convertor       Kingdom              100% 
 

(b) Transactions with related parties

The following table provides the total amounts owed to / (due from) related parties as at the end of each year:

 
                             (Unaudited)   (Unaudited)   (Audited) 
                              Six months    Six months        Year 
                                   ended         ended       ended 
                              31 October    31 October    30 April 
                                    2016          2015        2016 
                                 GBP'000       GBP'000     GBP'000 
 NorthEdge Capital LP                  -        19,654      21,704 
 NorthEdge Capital - 
  GP                                   -           451         460 
 The Hussain family                    -        20,105      22,126 
 Alklar Limited                        -           256         270 
 Nisiac Limited                       31             -           - 
 Owed to related parties              31        40,466      44,560 
--------------------------  ------------  ------------  ---------- 
 
 Opening balance                  44,560        44,262      44,262 
 Loans advanced during 
  year                                 -           249         249 
 Interest charged                    478         2,005       4,099 
 Purchases                         1,121           930       1,898 
 Repayments                     (46,128)       (6,980)     (5,948) 
 Owed to related parties              31        40,466      44,560 
--------------------------  ------------  ------------  ---------- 
 
 Borrowings                            -        38,454      41,239 
 Trade & other payables               31         2,012       3,321 
--------------------------  ------------  ------------  ---------- 
 Owed to related parties              31        40,466      44,560 
--------------------------  ------------  ------------  ---------- 
 

Note 12 details loan notes net of financing fees.

The following table provides the total amounts of purchases and interest charged from related parties for the relevant financial year:

 
                              Six months    Six months        Year 
                                   ended         ended       ended 
                              31 October    31 October    30 April 
                                    2016          2015        2016 
 Transactions                    GBP'000       GBP'000     GBP'000 
 NorthEdge Capital LP                259         1,043       2,129 
 The Hussain family                  241         1,003       2,050 
 Phoenix Court Blackburn 
  Limited                            871           851       1,740 
 Alklar Limited                       62            38          78 
 Nisiac Limited                      166             -           - 
-------------------------   ------------  ------------  ---------- 
 Total                             1,599         2,935       5,997 
--------------------------  ------------  ------------  ---------- 
 

Terms and conditions of transactions with related parties

The purchases and loans from related parties are made at normal market prices. Outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided for any related party payables. Loans from related parties in comparative periods carried interest at 10%. Payments to Phoenix Court Blackburn Limited are in respect of the provision of services. Payments to Nisiac are in respect of the provision of consultancy services.

18. Non-GAAP measures

Adjusted earnings per share

The adjusted earnings per share is calculated by dividing the adjusted earnings attributable to ordinary equity holder of the parent by the weighted average number of ordinary shares outstanding during the year. The following reflects the income and share data used in the adjusted earnings per share calculation.

 
 
                                       (Unaudited)   (Unaudited)   (Audited) 
                                        Six months    Six months        Year 
                                             ended         ended       ended 
                                        31 October    31 October    30 April 
                                              2016          2015        2016 
                                           GBP'000       GBP'000     GBP'000 
 Earnings attributable 
  to shareholders                            2,381         2,761       5,705 
 Adjustment for: 
 Depreciation                                  938           874       1,831 
 Amortisation                                1,039         1,039       2,060 
 Gain on derivatives                             -       (1,182)     (1,266) 
 Exceptional items                           1,237           159         493 
 Tax effect of adjustments 
  above                                      (455)           (3)       (258) 
----------------------------------  --------------  ------------  ---------- 
 Adjusted earnings attributable 
  to shareholders                            5,140         3,648       8,565 
----------------------------------  --------------  ------------  ---------- 
 
 
                                            Number        Number      Number 
 Basic weighted average 
  number of shares                      77,427,867         9,866       9,900 
 
                                               GBP           GBP         GBP 
 Adjusted earnings per 
  share                                       0.07        369.75      865.15 
 Diluted adjusted earnings 
  per share                                   0.07        369.75      865.15 
 

The share option scheme in operation post flotation, does not result in a dilution of the adjusted earnings per share at 31 October 2016. Dilution is dependent upon share price movements therefore there remains the possibility for future dilution of earnings per share.

19. Events after the balance sheet date

Details of the interim dividend declared are given in Note 16. There are no other significant events that have occurred after the balance sheet date.

20. Date and approval of interim financial statements

The interim financial statements cover the period 1 May 2016 to 31 October 2016 and were approved by the Board on 3 January 2017.

Further copies of the interim financial statements are available from the Company's registered office, Delta Building, Roman Road, Blackburn, United Kingdom, BB1 2LD and can be accessed on the Accrol Group Holdings plc investor relations website, www.accrol.co.uk.

Responsibility Statement

The condensed consolidated interim financial statements comply with the Disclosure and Transparency Rules (DTR) of the United Kingdom's Financial Conduct Authority in respect of the requirement to produce a half yearly financial report. The interim report is the responsibility of, and has been approved by, the Directors. The Directors confirm that to the best of their knowledge:

-- this financial information has been prepared in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union;

-- this interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

-- this interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

The Directors of Accrol Group Holdings Plc are listed in the Accrol Group Holdings Plc Annual Report for 2016. There have been no changes from those listed. Details of the Directors are available on the Accrol Group Holdings Plc website: www.accrol.co.uk

By order of the Board

James Flude

Chief Financial Officer

3 January 2017

This information is provided by RNS

The company news service from the London Stock Exchange

END

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