4 July 2023
Kitwave Group plc
("Kitwave", the "Group" or the "Company")
Unaudited interim results for the six months ended 30 April 2023
Kitwave Group plc (AIM: KITW), the delivered wholesale business, is pleased to announce its unaudited interim results for the six months ended 30 April 2023 ("the period" or "H1 2023").
The tables and commentary below include comparatives for both the six months ended 30 April 2022 (H1 2022) and the 12 months ended 31 October 2022 (FY 2022).
Highlights
· Revenues up 23% to £275.0 million (H1 2022: £223.3 million; FY 2022: £503.1 million).
· Consolidated gross margin improved to 21.6% (H1 2022: 19.8%; FY 2022: 20.4%).
· Profit before tax increased by 48% to £8.3 million (H1 2022: £5.6 million; FY 2022: £17.8 million).
· Cash generation from operating activities of £11.7 million (H1 2022: £17.1 million; FY 2022: £26.5 million) leading to pre-tax operational cash conversions of 87% (H1 2022: 166%; FY 2022: 105%).
· Trading since the period end has been strong across all divisions and ahead of Board expectations at the time of the trading update released in May 2023. The Board anticipates that the Group's results for the full financial year will therefore be ahead of market expectations that were established at the start of the financial year.
· Successful integration of Westcountry Food Holdings Ltd ("WestCountry"), a specialist fresh produce wholesaler to the foodservice sector, acquired in December 2022, which complements the Group's existing Foodservice division and enables further expansion into the South West following the Group's acquisition of M.J. Baker Foodservice Limited ("M.J. Baker") in February 2022.
· Appointment of Teresa Octavio as an additional Non-Executive Director to the Board in February 2023.
· The Board has declared an interim dividend of 3.75 pence per share for the six months to 30 April 2023. This dividend will be paid on 4 August 2023 to shareholders on the register at the close of business on 14 July 2023 and the ex-dividend date will be 13 July 2023.
Post-period end
· Construction of a new 80,000 sq. ft distribution site to fully integrate the Group's South West foodservice operations commenced in June 2023 with a planned completion of Q3 2024.
Financial summary
| H1 2023 £m
| H1 2022 £m | FY 2022 Audited £m |
Revenue | 275.0 | 223.3 | 503.1 |
| | | |
Gross profit | 59.3 | 44.1 | 102.6 |
Gross profit margin % | 21.6% | 19.8% | 20.4% |
| | | |
Operating profit | 10.2 | 6.7 | 20.4 |
Operating margin % | 3.7% | 3.0% | 4.1% |
| | | |
Profit before tax | 8.3 | 5.6 | 17.8 |
| | | |
Net cash inflow from operating activities |
11.7 |
17.1
|
26.5 |
Pre-tax operational cash conversion * | 87% | 166% | 105% |
*For more information on alternative performance measures please see the glossary at the end of the announcement.
Paul Young, Chief Executive Officer of Kitwave, commented:
"We are pleased to report continued strong progress across the Group in the six months ended 30 April 2023. With trading in the wholesale sector typically weighted towards the second half of the year, we are confident that this positive momentum will continue throughout 2023, and results for the full financial year will be ahead of market expectations that were established at the start of the financial year.
"A significant highlight during the period was the Group's successful acquisition and integration of WestCountry into our Foodservice division, where we are now able to deliver high-quality fresh produce throughout the South West. This acquisition demonstrates the strong results that can be achieved when taking advantage of the considerable opportunities available in the UK's fragmented wholesale market.
"We believe that our unwavering focus on operational efficiency, strategic investments, and customer satisfaction, means we are well placed to drive sustainable growth, both organically and through acquisitions to deliver value for the Group and its shareholders."
- Ends -
For further information please contact:
Kitwave Group plc Paul Young, Chief Executive Officer David Brind, Chief Financial Officer | Tel: +44 (0) 191 259 2277 |
Canaccord Genuity Limited Bobbie Hilliam | Tel: +44 (0) 20 7523 8150 |
Yellow Jersey PR Sarah Hollins / Shivantha Thambirajah / Bessie Elliot | Tel: +44 (0) 20 3004 9512 |
Company Overview
Founded in 1987, following the acquisition of a single-site confectionery wholesale business based in North Shields, United Kingdom, Kitwave is a delivered wholesale business, specialising in selling and delivering impulse products, frozen, chilled and fresh foods, alcohol, groceries and tobacco to approximately 42,000, mainly independent, customers.
With a network of 29 depots, Kitwave is able to support delivery throughout the UK to a diverse customer base, which includes independent convenience retailers, leisure outlets, vending machine operators, foodservice providers and other wholesalers, as well as leading national retailers.
The Group's growth to date has been achieved both organically and through a strategy of acquiring smaller, predominantly family-owned, complementary businesses in the fragmented UK grocery and foodservice wholesale market.
Kitwave Group plc (AIM: KITW) was admitted to trading on AIM of the London Stock Exchange on 24 May 2021.
For further information, please visit: www.kitwave.co.uk.
Chief Executive Officer's statement
Introduction
I am pleased to report the Group's interim results for the six months ended 30 April 2023. Despite the challenging macroeconomic conditions facing the wider industry, Kitwave has delivered a strong performance and has increased revenues across all divisions of the business. While commodity-led price inflation contributed significantly to the increased revenues, volume as measured by cases delivered has also increased compared to H1 2022.
During the period, our acquisition growth strategy continued to deliver as we welcomed Westcountry Food Holdings Ltd ("WestCountry") into the Group. The acquisition has enabled us to expand our product range to include high-quality fresh produce to complement our existing presence in the South West. The integration of WestCountry into the Group has been successful, and the business is performing in line with our expectations.
Due to the seasonal nature of the wholesale business trading is weighted to the second half of the financial year. We remain confident that the positive momentum seen in the first six months will continue throughout 2023.
Financial summary
In the six months to 30 April 2023, the Group achieved revenue of £275.0 million (H1 2022: £223.3 million), resulting in a 52% increase in operating profit to £10.2 million (H1 2022: £6.7 million).
| H1 2023 £m
| H1 2022 £m
| FY 2022 Audited £m |
Revenue | 275.0 | 223.3 | 503.1 |
| | | |
Gross profit | 59.3 | 44.1 | 102.6 |
Gross profit margin % | 21.6% | 19.8% | 20.4% |
| | | |
Operating profit | 10.2 | 6.7 | 20.4 |
Operating margin % | 3.7% | 3.0% | 4.1% |
| | | |
Cash generation remained strong in the period with £11.7 million generated from operating activities.
The net cash outflow relating to the acquisition of WestCountry was £19.6 million after taking into account cash and overdrafts acquired. No further cash outflows in relation to the transaction are expected. The acquisition was funded by a new £20.0 million revolving credit facility that was drawn in full on the date of the acquisition.
Allowing for cash outflows to satisfy debt service payments and dividends paid, the Group's cash and cash equivalents decreased by £2.2 million during the period. The majority of this cash absorption is due to an increase in working capital, with £1.3 million of this relating to an outflow in working capital in WestCountry post-acquisition as part of the normal annual cycle from a seasonal low point in December 2022. Excluding this part-year effect in WestCountry the Group achieved the targeted 95% pre-tax operational cash conversion.
The Group's balance sheet as of 30 April 2023 had equity reserves of £74.0 million (30 April 2022: £63.3 million; 31 October 2022: £71.9 million) and net debt of £64.4 million (30 April 2022: £47.4 million; 31 October 2022: £44.4 million). The increase in debt relates to a new £20.0 million banking facility utilised for the acquisition of WestCountry.
The acquisition of WestCountry resulted in an increase in Goodwill of £14.4 million to £58.7 million (30 April 2022: £44.3 million; 31 October 2022: £44.3 million) and an increase in intangible assets in the form of brand and customer relationships of £5.0 million. The amortisation associated with these intangible assets was £0.4 million in the period.
The increase in debt of £20.0 million since the year-end 31 October 2022 relates to the net cash outflow from the acquisition. Leverage has increased to 1.9x since the year end and interest costs have increased accordingly. It is expected that the strong continued cash generation nature of the Group will drive the principal debt down during the remainder of the current financial year. The Board is committed to maintaining a prudent leverage policy moving forward.
Divisional summary
Set out below is the financial performance of the business by division:
| H1 2023 £m
| H1 2022 £m | FY 2022 Audited £m |
Group revenue | 275.0 | 223.3 | 503.1 |
Ambient | 98.1 | 87.0 | 185.1 |
Frozen & Chilled | 96.1 | 82.0 | 193.8 |
Retail & wholesale | 194.2 | 169.0 | 378.9 |
Foodservice | 80.8 | 54.3 | 124.2 |
Corporate | - | - | - |
Group adjusted operating profit** | 11.7 | 7.3 | 21.5 |
Ambient | 3.8 | 2.6 | 6.8 |
Frozen & chilled | 1.8 | 1.7 | 6.4 |
Retail & wholesale | 5.6 | 4.3 | 13.2 |
Foodservice | 6.1 | 3.1 | 8.9 |
Corporate | 0.0 | (0.1) | (0.6) |
** Group operating profit / (loss) adjusted for restructuring, acquisition, amortisation of intangible assets arising on acquisition, share-based payments and compensation for post combination costs and income. For more information on alternative performance measures please see the glossary at the end of the announcement.
The Group has demonstrated significant growth in both revenue and operating profit during the period, with a 23% increase in revenue to £275.0 million (H1 2022: £223.3 million) and a 52% increase in operating profit to £10.2 million (H1 2022: £6.7 million). Group adjusted operating profit increased by 60% to £11.7 million (H1 2022: £7.3 million).
The Group's gross profit margin increased to 21.6% (H1 2022: 19.8%) representing both margin improvements within divisions and the fact that a higher proportion of Group revenue is generated by the Foodservice division compared to H1 2022 reflecting the impact of recent acquisitions.
Excluding the acquisition of WestCountry revenue grew by 17% and adjusted operating profit by 46% compared to H1 2022.
The Group's cost base has been affected by inflationary pressures, with the majority of increases being reflected in labour and delivery-based costs. We are continually striving to mitigate such cost increases and as a result, the ratio of distribution costs to revenue is only slightly ahead of the prior period. It is expected that these cost pressure increases will ease over time, as we anticipate lower levels of fuel pricing and lower wage inflation compared to the last 18 months.
Retail & wholesale division
The Group's Ambient and Frozen & Chilled product businesses both service the Retail & Wholesale sector of the grocery market. To be consistent with the market view, these divisions are considered together and saw combined revenue increase by 15% to £194.2 million (H1 2022: £169.0 million).
The retail & wholesale businesses performed ahead of expectations during the period. The division benefitted from the continued focus on gross margin improvement and operational efficiency workstreams designed to reduce the cost to serve our customer base, which together have generated an improvement in our operating profit percentage compared to H1 2022. Inflation in the marketplace contributed to an increase in revenue and gross profit which assisted in covering any operating cost-based inflation.
Foodservice division
In December 2022, the division acquired the entire issued share capital of Westcountry Food Holdings Ltd.
The acquisition of WestCountry has enabled the Group to expand its product range to include high-quality fresh produce in the South West. This complements Kitwave's existing foodservice offering in the region, following the acquisition of M.J. Baker Foodservice Limited ("M.J. Baker") in 2022.
The division saw revenue increase by 49% to £80.7 million (H1 2022: £54.3 million). Excluding the acquisition of WestCountry, revenue increased by £13.7 million representing 25% growth compared to H1 2022. This also included the full period effect of M.J. Baker which was acquired in February 2022.
Overall, the division traded ahead of expectations for the period, as customer numbers and volumes have not to date been materially impacted by the cost-of-living crisis. The demand for affordable socialising and eat-out occasions coupled with the defensive nature of care homes and volumes from educational establishments have served to maintain customer numbers and volumes. While the division, like the rest of the Group, suffered some operating cost-based inflation, the improvement in gross margins and overall close control of costs ensured an improved operating profit percentage.
Operational review
Following the investment in the Group's new web-based trading platform, it has been rolled out across all businesses and utilisation of the platform has increased month on month. Electronic and online order capture now stands at 44% with average order values compared to more traditional methods of order taking remaining 8% ahead due to the additional e-commerce functionalities that the web platform offers. The brand owner engagement has been positive with a large proportion of our brand partners developing mutually beneficial ecommerce partnerships resulting in an improved customer experience and sales offering.
The acquisition of WestCountry together with M.J. Baker creates an opportunity to fully integrate the Group's South West operations and, in order to do this a new design and build 80,000 sq. ft distribution site has been acquired on a leasehold. The construction of the unit commenced in June 2023 with a planned completion of Q3 2024. The integrated site will be able to offer a full Kitwave wide product offering with a complete food service range, ice cream, fresh produce, and on-trade into the South West customer base. This is an important step for the Group as the infrastructure will drive organic growth opportunities within the Foodservice division. It is expected that the cost of the new build will be cash neutral with the planned disposal of the existing freehold property occupied by M.J. Baker.
We are also pleased that Tom Johnson, who joined the Group as Health & Safety Director in early 2022, has brought improvements to the Group's health and safety function and culture alongside launching the new Kitwave health and safety digital compliance and reporting platform. The role underlines the Group's commitment to colleague safety and will drive that element of the Group's environmental, social and governance (ESG) agenda.
Our commitment to carbon reduction is further demonstrated by the Group's latest investment in solar with a new PHEV scheme at the Luton distribution centre being installed in 2023.
In February 2023, the Group was delighted to welcome our new Non-Executive Director, Teresa Octavio, to the Board. Teresa has brought significant expertise from her experience in a host of different executive roles in global businesses, including Kantar Consulting and consumer-facing multinationals Diageo plc and Procter & Gamble.
Strategy
We remain focused on executing our strategy, which targets both organic growth and growth through acquisition. In line with this strategy, the successful acquisition during the period of WestCountry is our 12th wholesale distributor integrated into the Group since 2011. We will continue to look for well-regarded, financially-sound businesses with established operations and a similar ethos to Kitwave.
Dividend
The final dividend of 6.75 pence per share for the financial year ended 31 October 2022 was paid on 28 April 2023.
The Board is pleased to declare an interim dividend of 3.75 pence per share (H1 2022: 2.50 pence per share) for the six months to 30 April 2023. It will be paid on 4 August 2023 to shareholders on the register at the close of business on 14 July 2023 and the ex-dividend date will be 13 July 2023.
Summary and outlook
During the period, the Group continued to deliver strong progress across all the core businesses, reflecting our focus on providing an exceptionally high standard of service to our customers through investment in systems, processes, and service offerings.
Trading since the period end has continued to be ahead of expectations. This is through a combination of strong order volumes, sustained commodity price inflation, the determination to maintain and improve gross margins and continued operational cost control.
The recent WestCountry acquisition broadened our provision of high-quality fresh produce in the South West and has been successfully integrated into our Foodservice division. We will continue to execute our buy-and-build strategy through further targeted acquisitions, which we feel complements Kitwave's current offering to our customer base.
Although trading in the wholesale sector is typically weighted towards the second half of the year and being mindful of the continuing wider macroeconomic challenges, we remain confident that the positive momentum seen in the first six months of the year will continue throughout 2023, and results for the full financial year will be ahead of the market expectations established at the start of the financial year.
We have built an excellent platform for growth within the UK wholesale market. With our focused growth strategy, both organically and through acquisitions, we believe that we are well-placed to deliver value for the Group and its shareholders.
Paul Young
Chief Executive Officer
4 July 2023
Condensed consolidated statement of profit and loss and other comprehensive income
| Note |
|
6 months ended 30 April 2023 Unaudited |
30 April 2022 Unaudited |
|
|
|
| £000 | £000 | £000 |
|
| |
| | |
Revenue | 3 |
| 274,950 | 223,312 | 503.088 |
Cost of sales |
|
| (215,621) | (179,195) | (400,460) |
|
|
|
|
|
|
Gross profit |
|
| 59,329 | 44,117 | 102,628 |
|
|
|
| | |
Other operating income | 4 |
| 157 | 42 | 374 |
Distribution expenses |
|
| (26,262) | (19,351) | (44,010) |
Administrative expenses |
|
| (23,008) | (18,119) | (38,617) |
|
|
|
|
|
|
Operating profit |
|
| 10,216 | 6,689 | 20,375 |
|
|
|
| | |
Analysed as: |
|
|
| | |
Adjusted EBITDA |
|
| 16,017 | 11,125 | 29,477 |
Amortisation of intangible assets | 5 |
| (66) | (45) | (99) |
Amortisation of intangible assets arising on acquisition | 5 |
| (383) | - | - |
Depreciation | 5 |
| (4,210) | (3,764) | (7,897) |
Acquisition expenses | 5 |
| (648) | (148) | (148) |
Compensation for post combination services | 5 |
| (48) | (48) | (95) |
Share based payment expense | 5 |
| (446) | (431) | (863) |
|
|
|
|
|
|
Total operating profit |
|
| 10,216 | 6,689 | 20,375 |
|
| |
|
|
|
|
| |
| | |
Finance expenses |
| | (1,956) | (1,126) | (2,534) |
|
| |
| | |
Analysed as: |
| |
| | |
Interest payable on bank loans and bank facilities |
| | (1,190) | (443) | (1,105) |
Finance charges on leases |
| | (766) | (683) | (1,427) |
Other interest |
| | - | - | (2) |
|
| |
|
|
|
Financial expenses |
| | (1,956) | (1,126) | (2,534) |
|
| |
|
|
|
|
| |
| | |
Profit before tax |
| | 8,260 | 5,563 | 17,841 |
Tax on profit on ordinary activities |
| | (1,901) | (1,136) | (3,501) |
|
| |
|
|
|
Profit for the financial period |
| | 6,359 | 4,427 | 14,340 |
|
| |
|
|
|
Other comprehensive income |
| | - | - | - |
|
| |
|
|
|
Total comprehensive income for the period |
| | 6,359 | 4,427 | 14,340 |
|
| |
|
|
|
|
| |
| | |
Basic earnings per share (pence) | 6 | | 9.1 | 6.3 | 20.5 |
Diluted earnings per share (pence) | 6 | | 8.7 | 6.3 | 20.5 |
Condensed consolidated balance sheet
| | 30 April 2023 Unaudited | 30 April 2022 Unaudited | 31 October 2022 |
| | £000 | £000 | £000 |
Non-current assets | |
| | |
Goodwill | | 58,680 | 44,342 | 44,342 |
Intangible assets | | 5,384 | 535 | 737 |
Tangible assets | | 16,404 | 13,100 | 13,037 |
Right-of-use assets | | 26,575 | 27,346 | 26,452 |
Investments | | 45 | 35 | 35 |
| |
|
|
|
| | 107,088 | 85,358 | 84,603 |
| |
|
|
|
Current assets | |
| | |
Inventories | | 45,769 | 39,718 | 31,846 |
Trade and other receivables | | 65,388 | 63,783 | 57,698 |
Cash and cash equivalents | | 3,288 | 6,111 | 5,511 |
| |
|
|
|
| | 114,445 | 109,612 | 95,055 |
| |
|
|
|
Total assets | | 221,533 | 194,970 | 179,658 |
| |
|
|
|
Current liabilities | |
| | |
Other interest bearing loans and borrowings | | (16,816) | (23,420) | (20,354) |
Lease liabilities | | (5,899) | (5,204) | (5,509) |
Trade and other payables | | (77,767) | (77,656) | (57,891) |
Tax payable | | (973) | (573) | (62) |
| |
|
|
|
| | (101,455) | (106,853) | (83,816) |
| |
|
|
|
Non-current liabilities | |
| | |
Other interest bearing loans and borrowings | | (20,000) | - | - |
Lease liabilities | | (24,092) | (24,097) | (23,240) |
Deferred tax liabilities | | (2,019) | (728) | (715) |
| |
|
|
|
| | (46,111) | (24,825) | (23,955) |
| |
|
|
|
Total liabilities | | (147,566) | (131,678) | (107,771) |
| |
|
|
|
Net assets | | 73,967 | 63,292 | 71,887 |
| |
|
|
|
Equity attributable to equity holders of the Parent Company | |
| | |
Called up share capital | | 700 | 700 | 700 |
Share premium account | | 64,183 | 64,183 | 64,183 |
Consolidation reserve | | (33,098) | (33,098) | (33,098) |
Share based payment reserve | | 1,536 | 658 | 1,090 |
Retained earnings | | 40,646 | 30,849 | 39,012 |
| |
|
|
|
Equity | | 73,967 | 63,292 | 71,887 |
| |
|
|
|
Condensed consolidated statement of change in equity
| Called up share capital | Share premium account |
Consolidation reserve | Share based payment reserve | Profit and loss account |
Total equity |
| £000 | £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
Balance at 1 November2021 (audited) | 700 | 64,183 | (33,098) | 227 | 29,572 | 61,584 |
|
|
|
|
|
|
|
Total comprehensive income for the 6 month period |
| |
|
| | |
Profit | - | - | - | - | 4,427 | 4,427 |
Other comprehensive income | - | - | - | - | - | - |
|
|
|
|
|
|
|
Total comprehensive income for the 6 month period |
- |
- |
- |
- |
4,427 |
4,427 |
Transaction with owners, recorded directly in equity | | | | | | |
Dividends | - | - | - | - | (3,150) | (3,150) |
Share based payment expense | - | - | - | 431 | - | 431 |
|
|
|
|
|
|
|
Total contribution by and transactions with the owners |
- |
- |
- |
431 |
(3,150) |
(2,719) |
|
|
|
|
|
|
|
Balance at 30 April 2022 (unaudited) | 700 | 64,183 | (33,098) | 658 | 30,849 | 63,292 |
|
|
|
|
|
|
|
Total comprehensive income for the 6 month period |
| |
|
| | |
Profit | - | - | - | - | 9,913 | 9,913 |
Other comprehensive income | - | - | - | - | - | - |
|
|
|
|
|
|
|
Total comprehensive income for the 6 month period
|
- |
- |
- |
- |
9,913 |
9,913 |
Transaction with owners, recorded directly in equity | | | | | | |
Dividends | - | - | - | - | (1,750) | (1,750) |
Share based payment expense | - | - | - | 432 | - | 432 |
|
|
|
|
|
|
|
Total contribution by and transactions with the owners |
- |
- |
- |
432 |
(1,750) |
(1,318) |
|
|
|
|
|
|
|
Balance at 31 October 2021 (audited) | 700 | 64,183 | (33,098) | 1,090 | 39,012 | 71,887 |
|
|
|
|
|
|
|
Total comprehensive income for the 6 month period |
| |
|
| | |
Profit | - | - | - | - | 6,359 | 6,359 |
Other comprehensive income | - | - | - | - | - | - |
|
|
|
|
|
|
|
Total comprehensive income for the 6 month period |
- |
- |
- |
- |
6,359 |
6,359 |
Transaction with owners, recorded directly in equity | | | | | | |
Dividends | - | - | - | - | (4,725) | (4,725) |
Share based payment expense | - | - | - | 446 | - | 446 |
|
|
|
|
|
|
|
Total contribution by and transactions with the owners |
- |
- |
- |
446 |
(4,725) |
(4,279) |
|
|
|
|
|
|
|
Balance at 30 April 2023 (unaudited) | 700 | 64,183 | (33,098) | 1,536 | 40,646 | 73,967 |
|
|
|
|
|
|
|
Condensed consolidated cash flow statement
| Note |
| 6 months ended 30 April 2023 Unaudited | 6 months ended 30 April 2022 Unaudited | Year ended 31 October 2022 Audited |
| |
| £000 | £000 | £000 |
Cash flow from operating activities | |
|
| | |
Profit for the period | |
| 6,359 | 4,427 | 14,340 |
Adjustments for: | |
|
| | |
Depreciation and amortisation | |
| 4,659 | 3,809 | 7,996 |
Financial expense | |
| 1,956 | 1,126 | 2,534 |
Profit on sale of property, plant and equipment | |
| (156) | (39) | (164) |
Net gain on remeasurement of right-of-use assets and lease liabilities | |
| (1) | - | (8) |
Compensation for post combination services | |
| 48 | 48 | 95 |
Equity settled share based payment expense | |
| 446 | 431 | 863 |
Taxation | |
| (1,901) | 1,136 | 3,501 |
| |
|
|
|
|
| |
| 15,212 | 10,938 | 29,157 |
| |
|
| | |
(Increase) in trade and other receivables | |
| (5,555) | (8,993) | (2,909) |
(Increase) in inventories | |
| (12,912) | (12,040) | (4,168) |
Increase in trade and other payables | |
| 16,489 | 28,260 | 8,450 |
| |
|
|
|
|
| |
| 13,234 | 18,165 | 30,530 |
| |
|
| | |
Tax paid | |
| (1,528) | (1,115) | (4,005) |
| |
|
|
|
|
Net cash inflow from operating activities | |
| 11,706 | 17,050 | 26,525 |
| |
|
|
|
|
Cash flows from investing activities | |
|
| | |
Acquisition of property, plant and equipment | |
| (1,629) | (1,140) | (2,608) |
Proceeds from sale of property, plant and equipment | |
| 269 | 108 | 308 |
Acquisition of subsidiary undertakings (including overdrafts and cash acquired) | 2 |
| (19,593) | (16,914) | (16,914) |
| |
|
|
|
|
Net cash outflow from investing activities | |
| (20,953) | (17,946) | (19,214) |
| |
|
|
|
|
Cash flows from financing activities | |
|
| | |
Proceeds from new loan | |
| 20,000 | - | - |
Net movement in invoice discounting | |
| (3,538) | 4,300 | 5,734 |
Interest paid | |
| (1,522) | (1,126) | (2,534) |
Net movement in bank trade loans | |
| - | 4,500 | - |
Payment of lease liabilities | |
| (3,191) | (2,485) | (5,068) |
Dividends paid | |
| (4,725) | (3,150) | (4,900) |
| |
|
|
|
|
Net cash inflow/(outflow) from financing activities | |
| 7,024 | 2,039 | (6,768) |
| |
|
|
|
|
Net (decrease)/increase in cash and cash equivalents | |
| (2,223) | 1,143 | 543 |
Opening cash and cash equivalents | |
| 5,511 | 4,968 | 4,968 |
| |
|
|
|
|
Cash and cash equivalents at period end | |
| 3,288 | 6,111 | 5,511 |
| |
|
|
|
|
Notes
1 Accounting policies
Kitwave Group plc (the "Company") is a public company limited by shares and incorporated, domiciled and registered in England in the UK. The registered number is 9892174 and the registered address is Unit S3, Narvik Way, Tyne Tunnel Trading Estate, North Shields, Tyne and Wear, NE29 7XJ.
The Company's principal activity is to act as a holding company for its subsidiaries (together "the Group"), which together make up the Group's consolidated financial information.
The condensed consolidated financial information presented in this statement for the six months ended 30 April 2023 and the comparative figures for the six months ended 30 April 2022 are unaudited.
The condensed consolidated financial information does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The statutory accounts for the year ended 31 October 2022 have been delivered to the Registrar of Companies and the report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
The condensed consolidated financial information does not include all the information required for the full annual financial statements, however, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements.
The condensed consolidated financial information has been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction the Group's last annual consolidated financial statements.
The unaudited consolidated interim financial information has been prepared under the historical cost convention and in accordance with the recognition and measurement requirements of UK-Adopted International Accounting Standards. The condensed consolidated interim financial information does not constitute financial statements within the meaning of Section 434 of the Companies Act 2006 and does not include all of the information and disclosures required for full annual financial statements. It should therefore be read in conjunction with the Group's Annual Report for the year ended 31 October 2022, which has been prepared in accordance with UK-Adopted International Accounting Standards and is available on the Group's investor website.
There have been no new accounting standards or changes to existing accounting standards applied for the first time from 1 November 2021 which have a material effect on these interim results.
1.1 Critical accounting estimates and judgements
The critical accounting estimates and judgements affecting the Group are unchanged from those set out in the Group's last annual consolidated financial statements for the year ended 31 October 2022.
The Directors have reviewed financial forecasts and are satisfied that the Group has sufficient levels of financial resources available to both fund operations and to pursue its stated growth strategy. The Directors are confident that the Group will have sufficient funds to meet its liabilities as they fall due for the foreseeable future and therefore adopt the going concern basis in preparing the condensed consolidated interim financial information.
1.2 Accounting policies
The accounting policies applied in preparing the condensed consolidated interim financial information are the same as those applied in the preparation of the consolidated financial statements for the year ended 31 October 2022, as described in those financial statements.
2 Acquisitions
Acquisitions in the 6 month period ended 30 April 2023
Westcountry Food Holdings Ltd
On 9 December 2022, the Group acquired the entire share capital of Westcountry Food Holdings Ltd for a total consideration of £28,485,811. After recognition of acquired intangible assets and associated deferred tax liabilities, the resulting goodwill of £14,338,000 was capitalised and is subject to annual impairment testing under IAS 36.
The acquisition had the following effect on the Group's assets and liabilities:
| Book value | Recognised on acquisition | Fair value |
| £000 | £000 | £000 |
Non-current assets | | | |
Tangible assets | 2,146 | - | 2,146 |
Intangible assets | - | 4,992 | 4,992 |
Right-of-use assets | 262 | - | 262 |
Investments | 7 | - | 7 |
| | | |
Current assets | | | |
Inventories | 1,011 | - | 1,011 |
Trade and other receivables | 2,135 | - | 2,135 |
Cash and cash equivalents | 8,893 | - | 8,893 |
|
|
|
|
Total assets | 14,454 | 4,992 | 19,446 |
|
|
|
|
Current liabilities | | | |
Lease liabilities | (49) | - | (49) |
Trade and other payables | (2,908) | - | (2,908) |
Corporation tax | (453) | - | (453) |
| | | |
Non-current liabilities | | | |
Lease liabilities | (499) | - | (499) |
Deferred tax liabilities | (163) | (1,226) | (1,389) |
|
|
|
|
Total liabilities | (4,072) | (1,226) | (5,298) |
|
|
|
|
Net identifiable assets and liabilities | 10,382 | 3,766 | 14,148 |
Goodwill | | | 14,338 |
| | |
|
Total net assets acquired |
|
| 28,486 |
| | |
|
Headline purchase consideration | | | 29,000 |
Net asset adjustment refunded | | | (514) |
| | |
|
Purchase consideration paid |
|
| 28,486 |
Cash acquired |
|
| (8,893) |
|
|
|
|
Purchase consideration net of cash acquired |
|
| 19,593 |
| | |
|
The business and its trading subsidiary, Westcountry Fruit Sales Limited, were acquired as part of the Group's growth strategy. Significant control was obtained through the acquisition of 100% of the share capital of Westcountry Food Holdings Ltd.
An independent valuation was performed to identify the intangible assets on acquisition per IFRS 3. As a result of this valuation, intangible assets in relation to brand and customer relationships were identified, and recognised, with attributable fair values of £260,000 and £4,732,000 respectively. The recognition of these intangible assets resulted in deferred tax liabilities of £63,000 for the brand intangible and £1,163,000 for the customer intangible also being recognised at acquisition.
The acquired undertakings made a profit of £3,479,000 from the beginning of its financial year on 2 January 2022 to the date of acquisition. In its previous financial year for the year ended 1 January 2022 the profit after tax was £3,112,000.
Following acquisition, the business contributed revenue of £12,714,000 and operating profit of £674,000 to the Group for the six months ended 30 April 2023.
If the business had been acquired at the start of the Group's financial period, being 1 November 2021, it would have added £14,897,000 to Group revenue and £790,000 to Group operating profit for the six months ended 30 April 2023.
On acquisition an independent assessment was made regarding the fair value of tangible assets which includes two freehold properties. The result of this independent assessment was no change to the net book value held in Westcountry Food Holdings Ltd's accounts.
3 Segmental information
The following analysis by segment is presented in accordance with IFRS 8 on the basis of those segments whose operating results are regularly reviewed by the Executive Board (the Chief Operating Decision Maker as defined by IFRS 8) to assess performance and make strategic decisions about allocation of resources
The Group has the following operating segments:
· Ambient: Provides delivered wholesale of ambient food, drink and tobacco products;
· Frozen & Chilled: Provides delivered wholesale of frozen and chilled food products; and
· Foodservice: Provides delivered wholesale of alcohol, frozen and chilled food to trade customers.
Corporate contains the central functions that are not devolved to the business units
These segments offer different products and services to different customer types, attracting different margins. They each have separate management teams.
The segments share a commonality in service being delivered wholesale of food and drink products. The Group therefore benefits from a range of expertise, cross selling opportunities and operational synergies in order to run each segment as competitively as possible.
The Group's forward look strategy is to provide an enhanced customer service by making available the wider Group product range to its existing customer base. As a result, the Board will be assessing the segments based on customer type going forward with the customers in the Ambient and Frozen & Chilled divisions operating in the retail and wholesale channel.
The following analysis shows how this development is now being monitored whilst demonstrating the link to the previously reported segmental information for reference.
The presentation convention adopted in these financial statements is to show the three operating segments as this is how the Board of Directors has assessed performance during the period.
Each segment is measured on its EBITDA, adjusted for acquisition costs and reconstruction costs, and internal management reports are reviewed monthly by the Board. This performance measure is deemed the most relevant by the Board to evaluate the results of the segments relative to entities operating in the same industry.
3 Segmental information (continued)
Six months ended 30 April 2023
| Ambient | Frozen & Chilled | Total retail & wholesale | Foodservice | Corporate | Total |
| £000 | £000 | £000 | £000 | £000 | £000 |
|
| | | | | |
Revenue | 98,124 | 96,096 | 194,220 | 80,730 | - | 274,950 |
Inter-segment revenue | 6,925 | 1,334 | 8,259 | 322 | - | 8,581 |
|
|
|
|
|
|
|
Segment revenue | 105,049 | 97,430 | 202,479 | 81,052 | - | 283,531 |
| | | | | |
|
Adjusted EBITDA* | 4,689 | 3,764 | 8,453 | 7,461 | 103 | 16,017 |
Amortisation of intangibles | - | (40) | (40) | (3) | (23) | (66) |
Depreciation | (822) | (1,944) | (2,766) | (1,398) | (46) | (4,210) |
Adjusted operating profit* | 3,867 | 1,780 | 5,647 | 6,060 | 34 | 11,741 |
Amortisation of intangible assets arising on acquisition | - | - | - | - | (383) | (383) |
Acquisition expense | - | - | - | - | (648) | (648) |
Compensation for post combination services | - | (48) | (48) | - | - | (48) |
Share based payment expense | - | - | - | - | (446) | (446) |
Interest expense | (433) | (623) | (1,056) | (355) | (565) | (1,956) |
|
|
|
|
|
|
|
Segment profit/(loss) before tax | 3,434 | 1,109 | 4,543 | 5,725 | (2,008) | 8,260 |
|
|
|
|
|
|
|
Segment assets | 43,807 | 65,532 | 109,339 | 46,140 | 66,054 | 221,533 |
Segment liabilities | (32,356) | (58,449) | (90,805) | (31,605) | (25,156) | (147,566) |
|
|
|
|
|
|
|
Segment net assets | 11,451 | 7,083 | 18,534 | 14,535 | 40,898 | 73,967 |
|
|
|
|
|
|
|
Within Corporate assets is £58,680,000 of goodwill on consolidation. This is allocated to the trading segments as follows: | ||||||
Goodwill by segment | 13,516 | 12,499 | 26,015 | 32,665 | - | 58,680 |
3 Segmental information (continued)
Six months ended 30 April 2022
| Ambient | Frozen & Chilled | Total retail & wholesale | Foodservice | Corporate | Total |
| £000 | £000 | £000 | £000 | £000 | £000 |
|
| | | | | |
Revenue | 87,043 | 81,983 | 169,026 | 54,286 | - | 223,312 |
Inter-segment revenue | 6,023 | 935 | 6,958 | 120 | - | 7,078 |
|
|
|
|
|
|
|
Segment revenue | 93,066 | 82,918 | 175,984 | 54,406 | (62) | 230,390 |
| | | | | | |
Adjusted EBITDA* | 3,428 | 3,612 | 7,040 | 4,147 | (7) | 11,125 |
Amortisation of intangibles | - | (32) | (32) | (6) | - | (45) |
Depreciation | (779) | (1,934) | (2,713) | (1,051) | - | (3,764) |
Adjusted operating profit* | 2,649 | 1,646 | 4,295 | 3,090 | (69) | 7,316 |
Acquisition expense | - | - | - | - | (148) | (148) |
Compensation for post combination services | - | (48) | (48) | - | - | (48) |
Share based payment expense | - | - | - | - | (431) | (431) |
Interest expense | (322) | (470) | (792) | (226) | (108) | (1,126) |
|
|
|
|
|
|
|
Segment profit/(loss) before tax | 2,327 | 1,128 | 3,455 | 2,864 | (756) | 5,563 |
|
|
|
|
|
|
|
Segment assets | 42,230 | 68,397 | 110,627 | 39,712 | 44,631 | 194,970 |
Segment liabilities | (35,850) | (63,888) | (99,738) | (29,377) | (2,563) | (131,678) |
|
|
|
|
|
|
|
Segment net assets | 6,380 | 4,509 | 10,889 | 10,335 | 42,068 | 63,292 |
|
|
|
|
|
|
|
Within Corporate assets is £44,342,000 of goodwill on consolidation. This is allocated to the trading segments as follows: | ||||||
Goodwill by segment | 13,516 | 12,499 | 26,015 | 18,327 | - | 44,342 |
3 Segmental information (continued)
Year ended 31 October 2022
| Ambient | Frozen & Chilled | Total retail & wholesale | Foodservice | Corporate | Total |
| £000 | £000 | £000 | £000 | £000 | £000 |
|
| | | | | |
Revenue | 185,132 | 193,810 | 378,942 | 124,146 | - | 503,088 |
Inter-segment revenue | 13,813 | 2,551 | 16,364 | 572 | - | 16,936 |
|
|
|
|
|
|
|
Segment revenue | 198,945 | 196,361 | 395,306 | 124,718 | - | 520,024 |
| | | | | |
|
Adjusted EBITDA* | 8,382 | 10,382 | 18,764 | 11,263 | (550) | 29,477 |
Amortisation of intangibles | - | (71) | (71) | (6) | (22) | (99) |
Depreciation | (1,584) | (3,911) | (5,495) | (2,345) | (57) | (7,897) |
Adjusted operating profit* | 6,798 | 6,400 | 13,198 | 8,912 | (629) | 21,481 |
Acquisition expense | - | - | - | - | (148) | (148) |
Compensation for post combination services | - | (95) | (95) | - | - | (95) |
Share based payment expense | - | - | - | - | (863) | (863) |
Interest expense | (736) | (1,057) | (1,793) | (520) | (221) | (2,534) |
|
|
|
|
|
|
|
Segment profit/(loss) before tax | 6,062 | 5,248 | 11,310 | 8,392 | (1,861) | 17,841 |
|
|
|
|
|
|
|
Segment assets | 43,029 | 52,441 | 95,470 | 39,106 | 45,082 | 179,658 |
Segment liabilities | (33,501) | (45,218) | (78,719) | (27,886) | (1,166) | (107,771) |
|
|
|
|
|
|
|
Segment net assets | 9,528 | 7,223 | 16,751 | 11,220 | 43,916 | 71,887 |
|
|
|
|
|
|
|
Within Corporate assets is £44,342,000 of goodwill on consolidation. This is allocated to the trading segments as follows: | ||||||
Goodwill by segment | 13,516 | 12,499 | 26,015 | 18,327 | - | 44,342 |
An analysis of revenue by destination is given below:
Geographical information:
|
|
| 6 months ended 30 April 2023 Unaudited | 6 months ended | Year ended 31 October 2022 Audited |
|
|
| £000 | £000 | £000 |
|
|
|
| | |
United Kingdom |
|
| 272,280 | 221,167 | 497,842 |
Overseas |
|
| 2,670 | 2,145 | 5,246 |
|
|
|
|
|
|
Group revenue |
|
| 274,950 | 223,312 | 503,088 |
|
|
|
|
|
|
No one customer accounts for more than 10% of Group revenue.
4 Other operating income
| |
| 6 months ended 30 April 2023 Unaudited | 6 months ended | Year ended 31 October 2022 Audited |
| |
| £000 | £000 | £000 |
| |
|
|
| |
Net gain on disposal of fixed assets | |
| 156 | 39 | 164 |
Net gain on foreign exchange | |
| - | 2 | 33 |
Net gain on remeasurement of right-of-use assets and lease liabilities | |
|
1 |
- |
8 |
Grant income | |
| - | 1 | 169 |
| |
|
|
|
|
| |
| 157 | 42 | 374 |
| |
|
|
|
|
Grant income in the year ended 31 October 2022 comprised of amounts received from the Government with respect to the Additional Restrictions Grant and COVID-19 Additional Relief Fund Schemes, which totalled £169,000.
5 Expenses
Included in profit/loss are the following:
| |
| 6 months ended 30 April 2023 Unaudited | 6 months ended | Year ended 31 October 2022 Audited |
| |
| £000 | £000 | £000 |
| |
|
|
| |
Depreciation of tangible assets: | |
|
|
| |
Owned | |
| 1,138 | 1,099 | 1,946 |
Right-of-use assets | |
| 3,072 | 2,665 | 5,951 |
Amortisation of intangible assets | |
| 66 | 45 | 99 |
Amortisation of intangible assets arising on acquisition | |
|
383 |
- |
- |
Expenses relating to short term and low value assets | |
|
1,018 |
487 |
1,255 |
Impairment loss on trade receivables | |
| 237 | 475 | 871 |
Dilapidation provision | |
| 6 | 50 | 48 |
| |
|
|
|
|
The Group incurred a number of expenses not relating to the principal trading activities of the Group as follows:
| |
| 6 months ended 30 April 2023 Unaudited | 6 months ended | Year ended 31 October 2022 Audited |
Exceptional expenses | |
| £000 | £000 | £000 |
| |
|
|
| |
Acquisition expenses | |
| 648 | 148 | 148 |
Compensation for post combination services | |
|
48 |
48 |
95 |
| |
|
|
|
|
Total exceptional expenses | |
| 696 | 196 | 243 |
Share based payment expense | |
| 446 | 431 | 863 |
| |
|
|
|
|
Total exceptional expenses and share based payments | |
|
1,142 |
627 |
1,106 |
| |
|
|
|
|
The Board consider the exceptional items to be non-recurring in nature. Both exceptional and share based payment expenses are adjusted for in the statement of profit and loss to arrive at the adjusted EBITDA. This measure provides the Board with a better understanding of the Group's operating performance.
Acquisition expenses include the legal and professional fees connected to the acquisition of Westcountry Food Holdings Ltd completed on 9 December 2022. In the six month period ended 30 April 2022 and the year ended 31 October 2021 these expenses were incurred in connection with the acquisition of M.J.Baker Foodservice Limited completed on 10 February 2022.
Compensation for post combination services relates to the value of a liability in connection the acquisition of the remaining share capital of Central Supplies (Brierley Hill) Ltd which is subject to an agreement to acquire which can now be called at any time.
Share based payments relate to the Management Incentive Plan and Long term Incentive Plan and are non cash expenses.
6 Earnings per share
Basic earnings per share
Basic earnings per share for the six month period ending 30 April 2023, and the previous six month period ending 30 April 2022 and the year ended 31 October 2022 is calculated by dividing profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during each period as calculated below.
Diluted earnings per share
Diluted earnings per share for the six month period ending 30 April 2023, and the previous six month period ending 30 April 2022 and the year ended 31 October 2022 is calculated by dividing profit attributable to ordinary shareholders by the weighted average number of ordinary shares, adjusted for the effects of all dilutive potential ordinary shares, in this case issued equity warrants, outstanding during each period and for the six month period ended 31 October 2023, shares that may vest under the terms of equity incentive plans , as calculated below.
Profit attributable to ordinary shareholders
| |
| 6 months ended 30 April 2023 Unaudited | 6 months ended | Year ended 31 October 2022 Audited |
| |
| £000 | £000 | £000 |
| |
|
|
| |
Profit attributable to all shareholders | |
| 6,359 | 4,427 | 14,340 |
| |
| Pence | Pence | Pence |
Basic earnings per ordinary share | |
| 9.1 | 6.3 | 20.5 |
Diluted earnings per ordinary share | |
| 8.7 | 6.3 | 20.5 |
| |
|
|
|
|
Weighted average number of ordinary shares
| |
| 6 months ended 30 April 2023 Unaudited | 6 months ended | Year ended 31 October 2022 Audited |
| |
| Number | Number | Number |
| |
|
| | |
Weighted average number of ordinary shares (basic) during the period | |
| 70,146,766 | 70,000,000 | 70,033,033 |
| |
|
|
|
|
Weighted average number of ordinary shares (diluted) during the period | |
| 72,946,766 | 70,000,000 | 70,033,033 |
Alternative performance measure glossary
This report provides alternative performance measures ("APMs"), which are note defined or specified under the requirements of International Financial Reporting Standards. The Board believes that these APMs provide readers with important additional information on the Group.
Alternative performance measure | Definition and purpose | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Existing operations | Existing operations are disclosed separately from acquisitions in the statement of profit and loss in order to provide greater comparison between the current and prior periods which do not include current period acquisitions. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted operating profit | Represents the operating profit prior to exceptional (income) / expenses and share based payment expenses. This measure is consistent with how the Group measures performance and is reported to the Board.
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | Represents the operating profit prior to exceptional (income) / expenses, share based payment expenses, fixed asset depreciation and intangible amortisation. This measure is consistent with how the Group measures trading and cash generative performance and is reported to the Board.
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre tax operational cash conversion | Represents the cash generated from operating activities pre tax as a proportion of cash flow from operating activities pre movements in working capital and tax. This measure informs the Board of the Group's cash conversion from operating activities and is used to monitor liquidity by the Board.
|
After tax return on invested capital | Represents adjusted profit after tax for the 12 months ending on the period end date as a proportion of invested capital as at the period end date. This measure informs the Board of how effective the Group is in generating returns from the capital invested.
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leverage (including IFRS 16 debt) & Leverage (excluding IFRS 16 debt) | Management assess leverage by reference to adjusted EBITDA for the 12 months ending on the period end date against net debt including and excluding IFRS 16 lease liabilities and including the liability for post combination services held within other creditors, as at the period end date. This indicates how much income is available to service debt before interest, tax, depreciation and amortisation.
|
Reconciliation between existing and acquired operating profit for the period
| Note | Existing operations | Acquisitions | Total 6 months ended 30 April 2023 Unaudited |
30 April 2022 Unaudited |
|
|
| £000 | £000 | £000 | £000 | £000 |
|
| | |
| | |
Revenue | 3 | 262,282 | 12,668 | 274,950 | 223,312 | 503.088 |
Cost of sales |
| (207,579) | (8,042) | (215,621) | (179,195) | (400,460) |
|
|
|
|
|
|
|
Gross profit |
| 54,703 | 4,626 | 59,329 | 44,117 | 102,628 |
|
|
|
|
| | |
Other operating income/ (expense) | 4 | 166 | (9) | 157 | 42 | 374 |
Distribution expenses |
| (24,023) | (2,239) | (26,262) | (19,351) | (44,010) |
Administrative expenses |
| (21,304) | (1,704) | (23,008) | (18,119) | (38,617) |
|
|
|
|
|
|
|
Operating profit |
| 9,542 | 674 | 10,216 | 6,689 | 20,375 |
|
|
|
|
| | |
Analysed as: |
|
|
|
| | |
Adjusted EBITDA |
| 14,825 | 1,192 | 16,017 | 11,125 | 29,477 |
Amortisation of intangible assets | 5 | (66) | - | (66) | (45) | (99) |
Amortisation of intangible assets arising on acquisition | 5 | - | (383) | (383) | - | - |
Depreciation | 5 | (4,075) | (135) | (4,210) | (3,764) | (7,897) |
Acquisition expenses | 5 | (648) | - | (648) | (148) | (148) |
Compensation for post combination services | 5 | (48) | - | (48) | (48) | (95) |
Share based payment expense | 5 | (446) | - | (446) | (431) | (863) |
|
|
|
|
|
|
|
Total operating profit |
| 9,542 | 674 | 10,216 | 6,689 | 20,375 |
|
|
|
|
|
|
|
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