Michelmersh Brick Holdings PLC Final Results (9518T)

TIDMMBH

RNS Number : 9518T

Michelmersh Brick Holdings PLC

26 March 2019

26 March 2019

Michelmersh Brick Holdings Plc

("MBH" or the "Group")

FINAL RESULTS

Increased scale delivers record earnings and dividend growth

Michelmersh Brick Holdings (AIM: MBH), the specialist brick manufacturer, is pleased to report its audited final results for the year ended 31 December 2018, representing a strong performance and continued progress.

Financial Highlights

   -- Revenue up 22% to GBP46.3 million (2017: GBP37.9 million) 
 
   -- Improved gross margin by 3.5% to 38.9% (2017: 35.4%) 
 
   -- Underlying1 Operating profit increased by 45% to GBP8.0 million (2017: GBP5.4 million) 
 
   -- Basic EPS at 5.8pence up 118% over 2017 
 
   -- Underlying1 EBITDA increased 38% to GBP10.9 million (2017: GBP7.9 million) 
 
   -- Cash generated by operations of GBP11.7 million (2017: GBP6.9 million), representing 165% of Operating profit 
 
   -- Total dividend increased by 49% to 3.20 pence per share for the year 

Operational Highlights

   -- Full operational integration of the Carlton plant 
 
   -- Successful restructure of operations at the Michelmersh plant 
 
   -- Strong, balanced forward order book into Q1 2019 - 10.5% ahead of H1 2018 
 
   -- Contract signed for Carlton project targeting enhanced efficiency & output 
 
   -- New, key, high-value products introduced to the market 
 
   -- Post-2018 period, completed acquisition of Floren giving access to European markets 

Martin Warner, Chairman at Michelmersh Brick Holdings, commented:

"The acquisitions of Carlton and Floren demonstrate that the Group has ambition to expand its geographic footprint and product range. However, this growth is set within strict parameters to preserve the character and position of Michelmersh in its sector. The Board is equally committed to nurturing its existing business and investing to improve efficiency, as well as acting as a good corporate citizen for the benefit of all its stakeholders."

(1) Underlying results reflect the statutory results excluding one-off items that arose in connection with the restructure of operations at the Michelmersh plant (2017 costs associated with the acquisition of Carlton.)

An analyst briefing will be held at 9.00am today at 15 Old Bailey, EC4M 7EF. To attend please email [e-mail].

 
Michelmersh Brick Holdings plc     Tel: [phone] 
 Frank Hanna, Joint CEO 
 Stephen Morgan, Finance Director 
Canaccord Genuity Limited (NOMAD   Tel: [phone] 
 and Broker) 
 Bobbie Hilliam 
 Georgina McCooke 
Yellow Jersey PR                   Tel: [phone] 
 Charles Goodwin 
 Annabel Atkins 
 

CHAIRMAN'S STATEMENT

INTRODUCTION

Introduction

I am delighted to report on another significant year of growth and achievement for the Group. The exceptional financial performance outlined below exceeds that of previous years, with the growth in earnings maintaining the Group's progressive dividend policy. Since acquiring and integrating Carlton in 2017, the Group is now developing with a broader base of activity and benefitting from its greater scale and capacity. At the same time, the Group has remained focused on the requirements of its customers and developing the products they need.

Post year-end, the Group has successfully completed the acquisition of Floren, a Belgium-based clay brick manufacturing business, which enhances the Group's scale, expands its customer offering and deepens its market presence. The well-established and invested production facility, which is based near Antwerp, complements the Group's premium centric market strategy with a quality range of wirecut brick products which caters for the Belgian and UK markets.

Financial Highlights

The strong growth in turnover and profitability reflects both the contribution of Carlton for a full twelve-month period, for the first time, and the excellent performance from the established members of the Group.

 
                                       Increase   2018    2017 
 Turnover (GBPm)                         +22%     46.3    37.9 
                                      ---------  ------  ------ 
 Gross Margin                           +3.5%     38.9%   35.4% 
                                      ---------  ------  ------ 
 Operating profit (pre exceptional 
  costs(1) ) (GBPm)                      +45%      8.0     5.5 
                                      ---------  ------  ------ 
 Profit before tax (pre exceptional 
  costs(1) ) (GBPm)                      +42%      7.4     5.2 
                                      ---------  ------  ------ 
 Basic Earnings per share (pence)       +118%     5.78    2.64 
                                      ---------  ------  ------ 
 EBITDA(2)                               +38%     11.0     8.0 
                                      ---------  ------  ------ 
 Net cash generated by operations        +70%     11.7     6.9 
                                      ---------  ------  ------ 
 

(1) Exceptional costs in 2018 relate to the costs associated with the restructuring of operations at the Michelmersh plant being redundancy costs (GBP390,000) and write down of associated plant (GBP540,000). In 2017, exceptional costs of GBP617,000 included an adjustment to cost of sales to reflect fair value and reorganisation following the acquisition of Carlton

(2) EBITDA is displayed as Operating profit pre - exceptional costs and depreciation of GBP1,842,000 (2017: GBP1,455,000) and amortisation of GBP1,138,000 (2017: GBP1,038,000)

Cash and Net Debt

Having acquired Carlton in 2017 principally out of cash and through new debt facilities, the Group has made strong progress in generating cash to reduce its net debt level in 2018. Net debt fell from GBP17.5 million at 31 December 2017 to under GBP12 million at 31 December 2018 and strong cash flows post year end means that reaching the target of below one-times EBITDA is now within touching distance. The Group has also improved its interest margin as a result of the profit and cash performance under the terms of its facilities. The term loan stood at just over GBP17 million at the year end, with a healthy cash balance to meet dividend payments and working capital requirements.

During the year, the Group's strong operating cash flow led to the repayment of GBP1 million that had been drawn in 2017 under our revolving credit facility and the repayment of the remaining deferred consideration from the Carlton acquisition.

Taking full advantage of the strength of cash flow and with the support of its bank, HSBC, the Group completed the acquisition of Floren in February 2019, in an accelerated timeframe using existing facilities with a completion payment of EUR9.4 million in cash. Subsequent to the acquisition, the Group issued 5.5 million new shares following a share placing which raised gross proceeds of GBP5 million to reduce the level of increased debt.

Assets and working capital

Through 2018, the Group's net assets grew by GBP4.4 million with net assets per share improving by 7%. Net working capital reduced marginally with demand for product outstripping production output and inventory levels fell by GBP0.9 million.

Investment in plant amounted to GBP2 million which included the project to automate the unloading of the kiln at Carlton. This project will generate cost savings and reduce downtime and may, after further investment in other processes, increase the capacity of the plant.

The Directors have reviewed the Group's land assets and c. GBP600,000 uplift in value has resulted, principally in respect of the land at Telford encompassing the quarry and ancillary land around the Blockleys site. This followed a review by Carter Jonas on the potential future alternative use of the site, as the mineral is extracted, a new road accessway completed and the land remediated on a phased basis. This is a long-term cycle that is expected to yield cash proceeds in tranches, albeit the present value of the cash flow is reflected in the current values.

The Company continues to nurture the prospect of future alternative value at all of the sites, which in total amount to nearly 500 acres, whilst maximising the opportunities of brick making.

Dividend

On 30 June 2018, the Group paid a final dividend in respect of 2017 of 1.45 pence per ordinary share bringing the total dividend for 2017 to 2.15 pence. In January 2019, the Group paid an interim dividend of 1.06 pence per ordinary share. The Board proposes a final dividend of 2.14 pence bringing the total dividend in respect of 2018 to 3.2 pence per share, a 49% increase over the previous period reflecting the improved performance of the Group, satisfactory debt levels and confidence in future prospects.

The Board has this year added a resolution to the AGM to introduce the option for shareholders to elect to take the dividend in shares rather than cash. A detailed circular accompanies this Annual Report that provides full details of this additional flexibility.

Board and Employees

In the early part of 2018 the Board took the step to restructure the Michelmersh plant, which was deemed necessary in order to secure its future and adapt accordingly to where product demand was coming from. As a consequence of this decision I can report that the Michelmersh plant performance has improved. I am also particularly pleased to note that all employees made redundant during the restructuring process have moved on to further employment outside the Group.

We welcome the employees of Floren to the Group and look forward to working with them and anticipate that the Group will benefit from the shared expertise that the Floren team brings.

The success of 2018 and recent years reflects on the individual and collective performance of the Group's employees and I must thank them all on behalf of the shareholders and all stakeholders.

The exercise surrounding the adoption of the QCA Corporate Governance Code has been undertaken with enthusiasm and rigour. We found that the process confirmed our belief that the Group has a robust structure and an open attitude to all of our stakeholders.

Outlook

As in previous years, the outlook for the coming year is positive in that demand for our products remains strong and the operational environment conducive to a robust brick industry. The UK still manufactures less bricks than being used and capacity cannot change significantly over the short term.

Whilst Brexit has raised many concerns across the UK business landscape, a specific review of markets, customers and suppliers has not revealed significant threats to our business other than a wider economic downturn, whilst the political landscape around the construction industry gives an expectation that it will be less affected than elsewhere.

The Group has established scale and strength from the acquisitions in 2017 and 2019 and should be better placed to progress and prosper as a result. The Board are intent on nurturing the business through investment in assets and people and will continue to work down debt and reward investors through a progressive dividend policy.

Martin Warner

Chairman

25 March 2019

CHIEF EXECUTIVES REVIEW

Clay Products

Throughout 2018 the Group continued to deliver on its strategy, producing premium centric products for four key areas: the repair, maintenance and improvement sector (RMI), the new housing sector, urban regeneration and the design-led specification commercial sector, which will be reinforced by the recent addition of Floren.

As in 2017, strong teamwork and positive market fundamentals resulted in an excellent performance in 2018 with a number of milestones being achieved by the Group. Notably, two of these milestones were for the highest number of bricks produced and despatched by the Group within a twelve-month period, which reached 106 million. The acquisition of Floren underlines the Group's ambition to continue in this vein.

The continued demand for new housing, driven by an extended period of under building, in conjunction with the extension of the Help to Buy scheme until 2023, will considerably favour the Group's sector dynamics. The Group sees additional opportunity in the renewed focus and funding of social housing, as well as in the ageing housing stock and building fabric of the RMI sector.

Imports continued to rise during 2018 to meet the market demand. Floren was a competitor to the Group in this space and is now a welcome premium addition for 2019 onwards.

The forward Group order book as of December 2018 was the highest on record. This was driven by a strong sales performance and robust distribution partnerships, plus the full year contribution from Carlton.

Performance

Revenue for the year to 31(st) December 2018 grew 22% to the Group's highest ever level at GBP46.3 million (2017: GBP37.9 million).

Production volumes rose to a Group record 106 million units despite the reduction in output as a result of the restructuring of the Michelmersh plant.

During 2018, the Group continued to ensure a 'balanced market approach' by covering the RMI sector, housing, social housing, and commercial and urban regeneration. This strategy remains central to senior management planning in order to reduce risk and potential overexposure to one particular sector.

There was notable success during 2018 with key 'off-site' construction projects such as University College Hospital, London, highlighting the Group's ability to supply technically complex projects.

Efficient customer service remained at the heart of the Group's 2018 performance. In addition to enhancing our key strategic distribution relationships, the team fostered new strategic distribution partners with the addition of Carlton, which is also being replicated with the addition of Floren.

The Group is strongly committed to supporting its network of distribution partners, ensuring a smooth flow and delivery of products to its valued end users. A number of new IT and processing initiatives were implemented during the course of 2018 which improved these partnerships and, in turn, improved the experience of our end users.

In 2019, we will see the Group build on our distribution relationships with additional IT infrastructure spend in key areas.

Inspired architecture, stunning design and the continued enhancement of our built environment came to the fore during 2018. The Group won several key industry awards, namely a RIBA National Award, a RIBA Regional Award, a Brick Development Association award, a New London Architecture award and a British Construction Industry award.

The Group also had a robust year supplying products to several quality housing schemes from many national and regional developers such as Taylor Wimpey, Bellway, Berkeley Homes, Cala, Countryside Properties and Crest Homes as well as several one-off aspirational client builds.

The Group's strong online presence was enhanced with the launch of a revised website in 2018. The refresh included an updated product range catalogue, site gallery and an increase in news flow, which in turn drove higher levels of traffic to the site. The Group continued to use its website to showcase inspired, aspirational architectural design, and its social media to share image rich content to drive the Group's branding. This flow of design-led, engaging content inspired our end users, architects, designers and students alike, affirming our market position and premium-centric ethos.

In addition to the main website upgrade, the Group's secondary site, Bimbricks.com, was upgraded to V3 during early 2018. This was yet another example of the Group leading the brick industry in BIM and efficiency-based collaborative working methods. This site and brand continue to grow as a rich source of free data, driving sustainability and industry best practice.

Strong support for students in the industry also continued throughout 2018. The Group donated materials, equipment and management time in the form of training and development. The Board sees education as vitally important to the sector and will continue to support this in 2019 and beyond. The Board believes playing a strong role in education will ensure the industry has the skills required to meet the needs of the construction sector in years to come. The Group was also delighted to announce support for the 2018 UK World Skills candidate.

Management Systems

We focused our management systems effort on Carlton during 2018, enhancing and combining its existing procedures fully into the Group. Our efforts were rewarded with ISO 50001 Energy Management accreditation and full integration of ISO 14001 Environmental Management. Also, because of our efforts, all Carlton products are included in our BES 6001 sustainability and responsible sourcing rating. Achieving ISO 9001 Quality Management at Carlton has been targeted for 2019.

Carlton was also fully integrated into our RoSPA health and safety programme and we were pleased to receive health and safety recognition awards from the industry for specific initiatives at our Carlton and Blockleys factories.

Staff Development

In 2017 the Company established a standalone HR department to manage all aspects of employee welfare, remuneration and development. In addition to the day to day operations one of its key aims is to strengthen the employer/employee relationship by helping to support and develop people's potential in order for them to achieve the businesses' plans and goals. In the summer of 2017, HR and the payroll department jointly visited all sites to raise awareness and offer tips and advice on Employee Wellbeing and Financial Wellbeing. Together with the Company benefits adviser, this team delivered a series of workshops on a range of topics such as mental health, pensions, Give As You Earn and Cycle To Work schemes to name a few.

In 2018, continuing the support of Employee Wellbeing, all senior managers were trained in Mental Health First Aid to help support any employees who may be facing challenges in this area. The aim is to roll this training out to Supervisors and Deputy Managers in 2019. One of the key projects rolled out in 2018 was the introduction of Personal Development Plans (PDP's) for all monthly paid staff to ensure that the Company was not only developing and growing staff but also listening to any issues they may have. The final project for 2018 was the authorisation by the Board for investment in a fully integrated HR and Payroll software system to Go Live in 2019.

Assets

Following operational reviews carried out across the Group in the early part of 2018, the Board approved a capital project at Carlton to update the kiln unloading and packaging equipment. The project replaces the existing maintenance intensive unloading and packaging setup with a new state of art robotic installation located in a new building. The project will improve operational efficiency and was designed to allow for potential future output expansion. Orders were placed in June 2018, the new building was completed in November 2018 and the equipment was delivered in January 2019. Currently the installation is being commissioned and, due to our off-line design solution, factory output is unaffected.

With the acquisitions of Carlton and most recently Floren, the Group has increased its land holdings by more than 70% since 2017 to over 500 acres. This land bank currently has permitted clay reserves of 6.4 million tonne providing over 20 years brick production at current capacity output. Our expanded land asset base offers the Group strategic opportunities to create value from alternative use and development in due course. The current project to relocate the Hadley Road at our Telford site opens up the already restored and optioned land for future development.

Outlook

The acquisitions of Carlton and Floren demonstrate that the Group has ambition to expand its geographic footprint and product range. However, this growth is set within strict parameters to preserve the character and position of Michelmersh in its sector. The Board is equally committed to nurturing its existing business and investing to improve efficiency, as well as acting as a good corporate citizen for the benefit of all its stakeholders.

Despite economic uncertainty both at home and abroad, the fundamentals for the industry remain robust and we move into the forthcoming period with confidence.

Frank Hanna, Peter Sharp

Joint Chief Executives

25 March 2019

Consolidated Income Statement

For the year ended 31 December 2018

 
                                                 2018       2017 
                                              GBP'000    GBP'000 
 Revenue                                       46,324     37,867 
 Cost of sales                               (28,305)   (24,449) 
------------------------------------------  ---------  --------- 
 
   Gross profit                                18,019     13,418 
 
   Administrative expenses 
 Underlying                                   (8,994)    (7,435) 
 Exceptional(1, 2)                              (930)      (137) 
 Amortisation of intangibles                  (1,138)    (1,038) 
------------------------------------------  ---------  --------- 
                                             (11,062)    (8,610) 
 Other income                                      97         49 
------------------------------------------  ---------  --------- 
 
   Operating profit                             7,054      4,857 
 Exceptional item - acquisition costs(3)            -    (1,195) 
 Finance costs                                  (617)      (323) 
------------------------------------------  ---------  --------- 
 
   Profit before taxation                       6,437      3,339 
 Taxation                                     (1,452)    (1,127) 
 
 Profit for the financial year                  4,985      2,212 
------------------------------------------  ---------  --------- 
 
 Basic earnings per share                      5.78 p     2.64 p 
 Diluted earnings per share                    5.57 p     2.60 p 
 

Exceptional Items

(1) In 2018, costs relating to the restructuring of operations at the Michelmersh plant incurred redundancy costs (GBP390,000) and write down of plant and equipment (GBP540,000) as tile and hand-making activities ceased.

(2) Costs of reorganisation incurred in 2017 as a result of integration of Carlton into the Group amounted to GBP137,000.

(3) Costs relating to the acquisition of Carlton Main Brickworks were incurred in 2017.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2018

 
                                                  2018      2017 
                                               GBP'000   GBP'000 
 Profit for the financial year                   4,985     2,212 
 
   Other comprehensive income/(expense) 
 Items which will not subsequently be 
  classified to profit and loss 
 Revaluation surplus of property, plant 
  and equipment                                    565     2,069 
 Revaluation deficit of property, plant 
  and equipment                                   (42)     (322) 
 Deferred tax on movement                        (115)     (170) 
--------------------------------------------  --------  -------- 
                                                   408     1,577 
 -------------------------------------------  --------  -------- 
 
   Total comprehensive income for the year       5,393     3,789 
--------------------------------------------  --------  -------- 
 

Consolidated Balance Sheet

As at 31 December 2018

 
                                               2018       2017 
                                            GBP'000    GBP'000 
 Assets 
 Non-current assets 
 Intangible assets                           22,948     24,086 
 Property, plant and equipment               52,416     52,626 
----------------------------------------  ---------  --------- 
                                             75,364     76,712 
 
 Current assets 
 Inventories                                  8,309      9,161 
 Trade and other receivables                  8,245      6,934 
 Cash and cash equivalents                    5,255      4,128 
----------------------------------------  ---------  --------- 
 Total current assets                        21,809     20,223 
----------------------------------------  ---------  --------- 
 
   Total assets                              97,173     96,935 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                     7,065      6,462 
 Interest bearing liabilities                 1,770      1,791 
 Corporation tax payable                        564        900 
 Total current liabilities                    9,399      9,153 
----------------------------------------  ---------  --------- 
 
 Non-current liabilities 
 Interest bearing liabilities                15,310     19,809 
 Deferred tax liabilities                     8,670      8,590 
----------------------------------------  ---------  --------- 
                                             23,980     28,399 
 ---------------------------------------  ---------  --------- 
 
 Total liabilities                           33,379     37,552 
 
 Net assets                                  63,794     59,383 
----------------------------------------  ---------  --------- 
 
 Equity attributable to equity holders 
 Share capital                               17,297     17,234 
 Share premium account                       11,643     11,495 
 Other reserves                              21,788     20,816 
 Retained earnings                           13,066      9,838 
----------------------------------------  ---------  --------- 
 Total equity                                63,794     59,383 
----------------------------------------  ---------  --------- 
 
 
 

Consolidated Statement of changes in equity

For the year ended 31 December 2018

 
                          Share      Share      Merger     Share     Revaluation   Retained     Total 
                          Capital    option     reserve    premium     reserve      earnings 
                                     reserve 
                         GBP'000    GBP'000    GBP'000    GBP'000      GBP'000      GBP'000    GBP'000 
 As at 1 January 
  2017                     16,294        319        979     11,495        17,112       7,444    53,643 
 Profit for the 
  year                          -          -          -          -             -       2,212     2,212 
 Revaluation surplus            -          -          -          -         2,069           -     2,069 
 Revaluation deficit            -          -          -          -         (322)           -     (322) 
 Released on sale 
  of land                       -          -          -          -       (1,811)       1,811         - 
 Deferred taxation 
  on revaluation                -          -          -          -         (170)           -     (170) 
 Total comprehensive 
  income                        -          -          -          -         (234)       4,023     3,789 
 Share based payment            -        196          -          -             -           -       196 
 Shares issued during 
  the year                    940          -      2,444          -             -           -     3,384 
 Dividend paid                  -          -          -          -             -     (1,629)   (1,629) 
----------------------  ---------  ---------  ---------  ---------  ------------  ----------  -------- 
 At 31 December 
  2017                     17,234        515      3,423     11,495        16,878       9,838    59,383 
 Profit for the 
  year                          -          -          -          -             -       4,985     4,985 
 Revaluation deficit            -          -          -          -          (42)           -      (42) 
 Revaluation surplus            -          -          -          -           565           -       565 
 Deferred taxation 
  on revaluation                -          -          -          -         (115)           -     (115) 
----------------------  ---------  ---------  ---------  ---------  ------------  ----------  -------- 
 Total comprehensive 
  income                        -          -          -          -           408       4,985     5,393 
 Share based payment            -        660          -          -             -           -       660 
 Shares issued during 
  the year                     63          -          -        148             -           -       211 
 Transfer to retained 
  earnings                      -       (96)          -          -             -          96         - 
 Dividend paid                  -          -          -          -             -     (1,853)   (1,853) 
----------------------  ---------  ---------  ---------  ---------  ------------  ----------  -------- 
 At 31 December 
  2018                     17,297      1,079      3,423     11,643        17,286      13,066    63,794 
----------------------  ---------  ---------  ---------  ---------  ------------  ----------  -------- 
 

Consolidated Statement of cash flows

For the year ended 31 December 2018

 
                                                   2018       2017 
                                                GBP'000    GBP'000 
 Cash flows from operating activities 
 Profit before taxation                           6,437      3,339 
 (Profit)/loss on sale of fixed assets             (15)          3 
 Finance costs                                      617        323 
 Depreciation                                     1,842      1,455 
 Amortisation                                     1,138      1,038 
 Profit on disposal of intangible assets              -       (13) 
 Exceptional write down of assets                   540          - 
 Share based payment charge                         660        196 
---------------------------------------------  --------  --------- 
 Cash flow from operations before changes 
  in working capital                             11,219      6,341 
 Decrease/ (Increase) in inventories              1,159       (50) 
 (Increase) / Decrease in receivables           (1,311)      1,346 
 Increase / (decrease) in payables                  602      (768) 
---------------------------------------------  --------  --------- 
 Net cash generated by operations                11,669      6,869 
 Taxation paid                                  (1,823)    (1,760) 
 Net cash generated by operating activities       9,846      5,109 
---------------------------------------------  --------  --------- 
 Cash flows from investing activities 
 Purchase of subsidiary undertaking net 
  of cash acquired                                    -   (23,698) 
 Purchase of property, plant and equipment      (1,985)    (1,002) 
 Proceeds of sale of intangibles                      -        155 
 Proceeds of sale of land                             -      2,680 
 Proceeds of disposal of property, plant 
  and equipment                                      45         11 
---------------------------------------------  --------  --------- 
 Net cash used in investing activities          (1,940)   (21,854) 
---------------------------------------------  --------  --------- 
 Cash flows from financing activities 
 Proceeds of loan drawdown                            -     24,000 
 Interest (paid)/received                         (617)      (323) 
 Repayment of interest bearing liabilities      (4,520)    (5,899) 
 Proceeds of share issue                            211          4 
 Dividend paid                                  (1,853)    (1,629) 
---------------------------------------------  --------  --------- 
 Net cash (used in)/ generated by financing 
  activities                                    (6,779)     16,153 
---------------------------------------------  --------  --------- 
 Net increase/(decrease) in cash and cash 
  equivalents                                     1,127      (592) 
 Cash and cash equivalents at the beginning 
  of the year                                     4,128      4,720 
---------------------------------------------  --------  --------- 
 Cash and cash equivalents at the end 
  of the year                                     5,255      4,128 
---------------------------------------------  --------  --------- 
 
 Cash and cash equivalents comprise: 
 Cash at bank and in hand                         5,255      4,128 
 Bank overdraft                                       -          - 
--------------------------------------------   --------  --------- 
                                                  5,255      4,128 
 --------------------------------------------  --------  --------- 
 
 
 
 

NOTES TO THE FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRSs as adopted by the EU"), IFRS Interpretations Committee interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. There have been no changes to the accounting policies adopted since the last consolidated financial statements were published, except resulting from the adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from contracts with customers which have not had a material impact on the results.

2. FINANCIAL INFORMATION

The financial information set out in this Preliminary Announcement does not constitute the Group's statutory financial statements for the years ended 31 December 2018 or 2017. The financial information has been extracted from the Group's statutory financial statements for the years ended 31 December 2018 and 2017. The auditors have reported on those financial statements; their report was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

The statutory accounts for the year ended 31 December 2017 have been delivered to the Registrar of Companies, whereas those for the year ended 31 December 2018 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The financial information is presented in sterling and all values are rounded to the nearest thousand pounds (GBP000) except when otherwise indicated.

3. EARNINGS PER SHARE

Basic

The calculation of earnings per share from continuing operations based upon the profit for the year of GBP4,985,000 (2017: GBP2,212,000) and 86,312,463 (2017: 83,913,140) weighted average number of ordinary shares.

Diluted

The calculation of diluted earnings per share from continuing operations based upon the profit for the year of GBP4,985,000 (2017: GBP2,212,000) and 88,655,058 (2017: 85,051,210) weighted average number of ordinary shares.

4. DIVIDEND

The Board has proposed a final dividend of 2.14 pence per share. The Board has also proposed that, subject to the necessary approval by shareholders at the forthcoming annual general meeting, shareholders will be offered an opportunity to elect to receive dividends in the form of new shares in the capital of Michelmersh in lieu of cash in respect of the proposed final dividend.

Payment of the final dividend will, subject to the necessary approval by shareholders at the forthcoming annual general meeting, be paid on 28 June 2019 to shareholders on the register at the close of business on 24 May 2019; the ex-dividend date will be 24 May 2019. As mentioned above, and subject to the necessary approval being given by shareholders at the forthcoming annual general meeting, arrangements will also be made to provide a scrip dividend alternative. The latest date to elect for the scrip dividend alternative will be 11 June 2019. The scrip reference price shall be calculated from the average of the middle market quotations on the London Stock Exchange, as derived from the Official Daily List, during five dealing days beginning on 11 June 2019. The Company will, on or around 28 March 2019, post to shareholders a letter containing additional information on the scrip dividend alternative and how shareholders may participate. A copy of this letter will also be available on the Company's website: www.mbhplc.co.uk

The dividend timetable is as follows:

   Ex-dividend date          - 23 May 2019 
   Record date                  - 24 May 2019 
   Payment date                - 28 June 2019 

5. REPORT & ACCOUNTS

Copies of this announcement are available and the Annual Report will be available in due course on the Group's website www.mbhplc.co.uk and from the Company's registered office at Freshfield Lane, Danehill, Haywards Heath, West Sussex RH17 7HH.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

FR JAMMTMBTTTRL

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March 26, 2019 03:00 ET (07:00 GMT)