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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-35370
Luxfer Holdings PLC
(Exact Name of Registrant as Specified in Its Charter)
England and Wales
 
98-1024030
State or Other Jurisdiction of
 Incorporation or Organization
 
I.R.S. Employer Identification No.
Lumns Lane, Manchester, United Kingdom M27 8LN
Address of principal executive offices
Registrant’s telephone number, including area code: +44 (0) 161-300-0700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Symbol
Name of each exchange on which registered
Ordinary Shares, nominal value £0.50 each
LXFR
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    ☐ No    ☒
Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or 15(d) of the Act. Yes    ☐ No    ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    ☒ No    ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes    ☒ No    ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the Form 10-K.   ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ☐                     Accelerated filer ☒
Non accelerated filer ☐                     Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   ☐ No    ☒
The aggregate market value of ordinary shares held by non-affiliates of the Registrant was approximately $640,603,954 based on the last reported sale price of such securities as of June 28, 2019, the last business day of the Registrant’s most recently completed second quarter.
The number of shares outstanding of Registrant’s only class of ordinary stock on December 31, 2019, was 27,431,283.


DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Registrant's definitive proxy statement for its annual general meeting to be held on June 3, 2020, to be filed no later than 120 days after the end of the fiscal year covered by this annual report, are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.
 



TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
Page
 
 
PART I
 
 
Item 1.
Business
 
1

 
 
Item 1A.
Risk Factors
 
8

 
 
Item 1B.
Unresolved Staff Comments
 
22

 
 
Item 2.
Properties
 
22

 
 
Item 3.
Legal Proceedings
 
22

 
 
Item 4.
Mine Safety Disclosures
 
22

 
 
PART II
 
 
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
23

 
 
Item 6.
Selected Financial Data
 
25

 
 
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
26

 
 
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
44

 
 
Item 8.
Financial Statements and Supplementary Data
 
46

 
 
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
95

 
 
Item 9A.
Controls and Procedures
 
95

 
 
Item 9B.
Other Information
 
96

 
 
PART III
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
 
97

 
 
Item 11.
Executive Compensation
 
97

 
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
97

 
 
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
97

 
 
Item 14.
Principal Accountant Fees and Services
 
97

 
 
PART IV
 
 
Item 15.
Exhibits and Financial Statement Schedules
 
98

 
 
Item 16.
Form 10-K Summary
 
99

 
 
 
 
 
 
 
 
Signatures
 
 
100

 






PART I
Item 1.        Business

Background and business overview

Luxfer Holdings PLC ("Luxfer," "the Company," "we") is a global producer of highly-engineered industrial materials focused on sustained value creation using its broad array of technical knowhow and proprietary materials technologies. The company specializes in the design and manufacture of high-performance products for transportation, defense and emergency response, healthcare, and general industrial purposes. Luxfer customers include both end-users of its products and manufacturers that incorporate Luxfer products into finished goods.
We focus primarily on innovations related to magnesium alloys, zirconium chemicals, aluminum alloys and carbon composites. For example, we were the first to develop and patent a rare-earth-containing magnesium alloy (EZ33A) for use in high-temperature aerospace applications, including helicopter gearboxes; we were at the forefront of the commercial development of zirconia-rich mixed oxides for use in automotive catalysis; we were the first to manufacture a high-pressure gas cylinder out of a single piece of aluminum using cold-impact extrusion; and we developed and patented the superforming process and the first superplastic aluminum alloy (AA2004). We have a long history of innovation derived from our strong technical expertise, and we work closely with customers to apply innovative solutions to their most demanding product needs. Our proprietary technologies and technical expertise, coupled with strong customer service and global presence, provide competitive advantages and have established us as leaders in the global markets we serve. We believe that we have leading positions in key product areas, including magnesium aerospace alloys, photo-engraving plates, zirconium chemicals for automotive catalytic converters and high-pressure aluminum and composite cylinders for breathing applications and a wide variety of other uses.
We have a global presence, operating 16 manufacturing plants in the U.S., the U.K., Canada and China, and employ approximately 1,600 people, including temporary staff. We also have joint ventures in Japan and India. In 2019, our net sales were $443.5 million (2018: $487.9 million, 2017: $441.3 million) and our net income was $3.1 million (2018: $25.0 million, 2017: $16.6 million). In 2019, we manufactured and sold approximately 11,000 metric tons of our magnesium products, approximately 2,800 metric tons of our zirconium products (excluding water weight as sold as a solution) and approximately 1.7 million high-pressure gas cylinders.
The original Luxfer Group was formed in 1996 in connection with the management buy-in (the "Management Buy-in") of certain downstream assets of British Alcan. The Management Buy-in was financed by a syndicate of private equity investors. Largely through a leveraged reorganization in 1999, and finally a capital reorganization in 2007, these investors fully exited their original investments in the business.
In October 2012, Luxfer Holdings PLC successfully listed its shares (in the form of American Depositary Shares ("ADSs") evidenced by American Depositary Receipts or "ADRs") on the New York Stock Exchange. On December 11, 2017, we terminated the ADR facility and arranged for the exchange of outstanding ADSs for the underlying ordinary shares. The exchange allows Luxfer shareholders to directly own and publicly trade ordinary shares on the New York Stock Exchange under the symbol "LXFR."
On June 30, 2018, Luxfer Holdings PLC determined that the Company did not meet the criteria to continue as a Foreign Private Issuer, or "FPI." The result of which means, that as of January 1, 2019, the Company is now a Domestic Issuer, conforms with the full listing rules of the New York Stock Exchange and is in full compliance with applicable SEC regulations.
Luxfer operates in two business segments - Elektron and Gas Cylinders.
Elektron Segment
Our Elektron Segment focuses on specialty materials based primarily on magnesium and zirconium. In 2019, sales from our Elektron Segment represented approximately 50% (2018: 51%, 2017: 50%) of our consolidated net sales. Our top ten customers represented 31% of segment sales. No customer represented 10% or more of our Elektron Segment sales.
Key product lines include:
•
Advanced lightweight, corrosion-resistant and heat- and flame-resistant magnesium alloys including our dissolvable SoluMag® alloy.
•
Magnesium powders used in countermeasure flares that protect aircraft from heat-seeking missiles and also for heating pads for self-heating meals used by the military and emergency-relief agencies.
•
High-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advanced ceramics, fiber-optic fuel cells, and many other performance products.

1

•
Magnesium, copper, and zinc photoengraving plates for graphic arts and luxury packaging.
Gas Cylinders Segment
Our Gas Cylinders Segment manufactures and markets specialized products using aluminum, titanium and carbon composites. In 2019, sales from our Gas Cylinders Segment represented approximately 50% (2018: 49%, 2017: 50%) of our consolidated net sales. Our top ten customers represented 46% of segment sales. One customer represented 11% of our Gas Cylinders Segment sales with no other customer greater than 10%.
Key product lines include:
•
Carbon composite cylinders for self-contained breathing apparatus (SCBA), used by firefighters and other emergency-responders. Our products are also used by scuba divers and personnel in potentially hazardous environments such as mines.
•
Aluminum and composite cylinders used for containment of oxygen and other medical gases used by patients, healthcare facilities and laboratories.
•
Carbon composite cylinders for compressed natural gas (CNG) and hydrogen containment in alternative fuel (AF) vehicles.
•
Lightweight aluminum cylinders for a variety of industrial applications such as fire extinguishers and containment of high-purity specialty gases.
•
Lightweight aluminum and titanium panels superformed into highly complex shapes used mainly in the Aerospace and Luxury-Auto industries.

Financial Information about Segments and Geographic Areas
See Note 16 ("Segmental Information") to our consolidated financial statements for further information regarding our operating segments and our geographic areas.
Suppliers and raw materials
Elektron Segment
Key raw materials used by our Elektron Segment are magnesium, zircon sand and rare earths.
The world demand for magnesium is around one million metric tons per year. China provides about 70% of the world supply. Western primary production is, however, significant, from North American suppliers, Dead Sea Magnesium in Israel, RIMA Industrial in Brazil and two smelters in Russia. We purchase approximately half of our magnesium needs from China. We use only U.S.-sourced materials for our products sold to the U.S. military, for which U.S. and Canadian sourcing is mandatory.
We generally purchase raw materials from suppliers on a spot basis under standard terms and conditions. In 2017, we entered into a three-year supply contract with Rio Tinto Alcan for a substantial portion of our aluminum requirements. In addition, we have supply contracts in place with U.S. Magnesium for raw material purchases of magnesium ingot for both military and commercial applications. The military contract covers magnesium purchases through December 31, 2023, whereas the commercial contract covers through December 31, 2021.
We purchase and process zircon sand, which is found in heavy-minerals sand, titanium dioxide and other products. Global production of zircon is estimated at approximately 1.6 million metric tons. We source premium-grade zircon sand from suppliers in South Africa and Australia. We also purchase intermediate zirconium chemicals from suppliers in China; the level of these purchases is based on a number of factors, including required properties and relative market prices.
There are 17 rare earth metals that are reasonably common in nature. Usually found mixed together with other mineral deposits, these rare earths have magnetic and light-emitting properties that make them invaluable to high-technology manufacturers. As they are ingredients in our zirconium chemical and magnesium alloy products, our use of rare earths has expanded over the last few years. Our main requirement is for cerium, which we use in automotive catalysis compounds because of its unique oxygen-storage capabilities.

2

Gas Cylinders Segment
The largest single raw material purchased by the Gas Cylinders Segment is aluminum. In 2019, we purchased approximately 60% of our aluminum from Rio Tinto Alcan and its associated companies, and aluminum represented approximately 50% of the segment's raw material costs in the year.
The price of aluminum has been somewhat volatile in the past and while we pass on most price movements to our customers, sometimes through contractual cost-sharing formulas, doing so can be more difficult or time consuming with our higher-value products. Whilst we have historically hedged a portion of our exposure to fluctuations in aluminum pricing no hedges were taken out in 2019.
Another key material is high-strength carbon fiber used in our composite products. Our main suppliers are Toray and Mitsubishi. In recent years, carbon fiber shortages have occurred from increased demand for commercial aerospace and military applications. Over time, we have built relationships with our suppliers, providing them predictable requirements and fixed-price annual contracts to encourage successful procurement of our required quota of carbon fiber.
Our end-markets
Key end-markets for Luxfer products fall into four categories:
Transportation (32% of 2019 sales): Many Luxfer products serve a growing need to improve and safeguard the environment in the field of transportation, including our zirconium-based products that reduce automotive emissions; our lightweight magnesium alloys used in fuel-efficient aerospace and automotive designs; and our lightweight, high-pressure carbon composite alternative fuel cylinders that contain clean-burning compressed natural gas and hydrogen. We also superform single sheets of aluminum, magnesium or titanium to create complex, three-dimensional components used in automotive, aerospace and rail components.
 
Area of Focus
 
Product
 
End-market drivers
 
 
Alternative fuels
 
• Alternative fuel cylinders
 
 
• Bulk gas transportation cylinders
 
• "Clean air" initiatives
 
• Abundance of natural gas
 
• Favorable tax treatment
 
• Increasing CNG filling infrastructure
 
 
Environmental catalysts (cleaning of exhaust emissions)
 
•    Zirconium compounds with specific properties used in auto-catalysis washcoats
 
• Emissions legislation and regulation generally
  
• Cost effective for vehicle manufacturers as they reduce the use of precious metals
                              
• Increasing demand for gasoline-electric hybrid vehicles

 
 
Specialty / high-end automotive
 
•    Superformed complex body panels, doors and trunk assemblies and other high-strength components
 
• Magnesium extrusions
 
• Fuel efficiency for a given level of performance
 
• Increased flexibility for vehicle designers in terms of complex shapes and strength
 
• Strong demand for top-end cars from affluent customers, typically in emerging markets
 
 
Sensors, piezoelectrics and electro-ceramics
 
•    Zirconium-based ceramic materials used in sensors of engine management systems
 
• Engine efficiency
 
• Control of exhaust gases
 
 
Rail transport
 
•    Superformed train front-cab and internal components
 
• Government investment in public transport
 
• Fuel efficiency
 
• Safety requirements for moving from plastic to metal for internal components
 
 
Civil aerospace
 
•    Superform (wing leading edges, engine nacelle skins, winglets)
 
•    Elektron® aerospace alloys in cast, extruded, and sheet form
 
• Growing aircraft build rate
 
• Increasing cost of fuel

• Increased vehicle design / sophistication

 
 
Helicopters
 
•    Magnesium sand-casting alloys, superformed panels
 
• Lightweighting
 
• Fuel efficiency
 

3

Defense and emergency response (27% of 2019 sales) : Luxfer offers several products that address principal factors driving growth in this market, such as heightened societal expectations regarding protection of people, equipment and property during conflicts and emergencies. Our products include magnesium powders for countermeasure flares that defend aircraft against heat-seeking missile attack and for flameless heaters used in meals, life-support cylinders for firefighters and other emergency-service personnel, fire extinguisher cylinders, and chemical agent detection and decontamination products.
 
Area of Focus
 
Product
 
End-market drivers
 
 
Life-support breathing apparatus
 
• Composite cylinders used in SCBA
 
• Increased awareness of importance of properly equipping firefighting services post 9/11
 
• Demand for lightweight products to upgrade from heavy all-metal cylinders
 
• Periodic upgrade of new U.S. National Institute for Occupational Safety and Health (NIOSH) standards and natural replacement cycles
 
• Asian and European fire services looking to adopt more modern SCBA equipment
 
 
Fire protection
 
• Cylinders (CO2 fire extinguishers)
 
• New commercial buildings
 
• Cylinder replacement during annual servicing
 
 
Countermeasures
 
• Ultra-fine magnesium powders for flares used to protect aircraft from attack by heat-seeking missiles
 
• Use in combat and training
 
• Maintenance of countermeasures reserves (shelf-life restrictions)
 
 
Military vehicles
 
• Elektron® magnesium alloys in cast rolled, and extruded forms
 
• Maintaining high level of protection while reducing weight to improve maneuverability and fuel economy
 
 
Military personnel and emergency relief agencies
 
• Self-heating meals used by military personnel and emergency-relief agencies
 
• Chemical detection and chemical decontamination kits
 
• Ensuring protection and well-being for military personnel and victims of natural disasters
 
• Use in combat and training and in response to terrorist activities
 

Healthcare (5% of 2019 sales): Luxfer has a long history serving the healthcare end-market, and we see this as a major area for the introduction of new products and solutions. These include lightweight aluminum and composite cylinders for containment of medical and laboratory gases; zirconium powders for pharmaceutical products; magnesium materials for lightweight orthopedic devices; specialized magnesium alloys for cardiovascular stents and implants; and zirconium materials for biomedical applications and dental implants.
 
Area of Focus
 
Product
 
End-market drivers
 
 
Medical gases
 
•    Portable aluminum and composite cylinders

•    Portable oxygen concentrators
 
• Growing use of medical gases
 
• Shift to paramedics, who need portable, lightweight products
 
• Growing trend to provide oxygen therapy in the home and to keep patients mobile
 
• Increasingly aging population
 
• Increase in respiratory diseases
 
 
Medical equipment casings
 
•    Superformed panels (e.g., for MRI scanners)
 
• Growing use of equipment using powerful magnets and consequent need for non-ferrous, hygienic casings
 
 
Pharmaceutical industry
 
•    Magnesium powders as a catalyst for chemical synthesis (Grignard process)
 
• Growth in pharmaceutical industry
 
 
Orthopedics
 
•    Magnesium sheets
 
• Improved mobility through use of easy-to-wear, lightweight braces and trusses
 
 
Sorbents
 
•    MELsorb® material being developed as active ingredient in dialysis equipment and enterosorbents
 
• Growth in kidney problems
 
• New technologies to remove noxious elements from the body
 

4

General industrial (36% of 2019 sales): Our core technologies have enabled us to serve various other markets and applications. Our products include zirconium-based compounds to purify drinking water and clean industrial exhausts; magnesium alloys shaped for use in various general engineering applications; and high-pressure gas cylinders used for high-purity specialty gases, beverage dispensing, scuba diving and performance racing. Metal foil-stamping and embossing dies are used primarily for luxury packaging, labels and greeting cards. Our high-quality magnesium, copper, brass and zinc plates are ideal for these and other graphic applications.
 
Area of Focus
 
Product
 
End-market drivers
 
 
Specialty gases
 
•    Inert-interior aluminum cylinders for high-purity gases
 
• Semiconductor and electronics industries
 
• Pharmaceutical industry growth
 
• Specialized laboratory requirements
 
• Oil exploration
 
 
Leisure activities
 
•    Cylinders for SCUBA diving, car and boat racing
 
• Leisure time
 
• Growth of middle class in emerging markets
 
 
General engineering
 
•    Magnesium billets, sheets, coil, tooling plates
 
•    Zirconium ceramic compounds for hard working components
 
• Economic growth
 
• Need for components to operate in more extreme environments for longer periods, such as underground or in the ocean
 
 
 Hydraulic fracturing or "fracking"
 
•    Dissolvable SoluMag® magnesium alloy
 
• Onshore shale gas exploration linked to increasing energy demand


 
 
Paper
 
•    Bacote™ and Zirmel™, both formaldehyde-free insolubilizers that aid high-quality printing
 
• Elimination of toxic chemicals
 
 
Graphic arts
 
•    Photo-engraving plates
 
• Luxury packaging as part of marketing high-end products
 
Our competitive advantages
Focus on innovation and product development for growing specialized end-markets.     We continue to produce a steady stream of new products, including those developed in close collaboration with our customers.
Strong technical expertise and know-how.    Using our expertise in metallurgy and material science, we specialize in advanced materials, developing products and materials with superior performance to satisfy the most demanding requirements in the most extreme environments. Further, we benefit from the fact that a growing number of our products are patented, including many of our alloys and compounds.
Diversified customer base with long-standing relationships.    We put the customer at the heart of our strategy, and we have long-standing relationships with many of our customers, including global leaders in our key markets.
Our Business Excellence Standard Toolkit. The "Luxfer B.E.S.T. Model," consists of the following key themes:
•
A common set of values that drives accountability, innovation, customer first, personal development, teamwork and integrity.
•
Disciplined capital allocation with the aim of maximizing organic growth and the product portfolio value through value-enhancing acquisitions and divestitures.
•
Balanced score-card used in an effort to continuously improve employee performance in an effort to help translate our vision into actionable individual goals and ensure that employee compensation is commensurate with individual performance.
•
A published Customer Charter designed to enable us to retain and grow our customer base and capture additional market share.
•
A lean enterprise philosophy that helps drive operational process excellence in all functions including, sales, marketing, innovation, human resources, supply, manufacturing, information technology and finance.

5

Seasonality
We have shutdown periods at most of our manufacturing sites during which we carry out maintenance work. Shutdowns typically last two weeks in the summer and one to two weeks around the year-end holidays, resulting in reduced levels of activity in the second half of the year compared to the first half. Third-quarter and fourth-quarter sales and operating profit can be affected by our own shutdowns and by shutdowns by various industrial customers. In particular, we have found that our fourth-quarter results are generally lower, since many customers reduce production activity from late November through December. We also operate in various geographic areas that are susceptible to bad weather during winter months, such as Calgary, Canada, and various U.S. eastern states. Bad weather can unexpectedly disrupt production and shipments from our manufacturing facilities, which can lead to reduced revenue and operating profits. We also manufacture products that are used in graphic arts and premium packaging, demand for which increases in the run up to the year-end holidays.
Research and Development
Luxfer recognizes the importance of research in materials science and the need to develop innovative new products to meet future needs of customers and to continue providing growth opportunities for the business. Each year, we invest in the development of new products and processes directed towards transportation, defense and emergency response, healthcare and general industrial end-markets. Direct expenditures on research and development amounted to $5.7 million in 2019 (2018: $6.4 million; 2017: $7.8 million). Our product development projects also include utilizing skills of our wider commercial technical sales staff and general management, many of whom are highly qualified scientists and engineers. A large proportion of senior sales and management time is spent overseeing development of products and working with customers on integrating our products and solutions into their product designs.
To provide customers with improving products and services, we invest in new technology and research and employ some of the world's leading specialists in materials science and metallurgy. Our engineers and metallurgists collaborate closely with our customers to design, develop and manufacture our products. We also co-sponsor ongoing research programs at major universities in the U.S., Canada and Europe. Thanks to the ingenuity of our own research and development teams, Luxfer has developed a steady stream of new products, most recently including:
•
soluble magnesium alloys, branded SoluMag®, for down-well oil and gas applications;
•
ultra-lightweight large composite cylinders, branded G-StorTM, for containment of CNG, hydrogen, helium and other gases;
•
enabling technologies for AF systems, including high-pressure valves, branded G-FloTM, and pressure- release devices;
•
zirconium catalysts for large-scale industrial chemical applications;
•
L7X® higher-strength aluminum alloy and carbon composite gas cylinders;
•
Luxfer ECLIPSE, a new carbon composite cylinders for firefighter self-contained breathing apparatus (SCBA);
•
bioresorbable magnesium alloys, branded SynerMag®; and
•
zirconium sorbents, branded MELsorb®, being developed for use as an active ingredient in kidney dialysis equipment.
We believe that our commitment to research and new product development, through dedicated resources and significant use of management's time, is the core of Luxfer's growth potential worldwide. This commitment reflects our strategy of focusing on high-performance, value-added product lines and markets and leveraging our collaboration with universities. We invest in developing products for end-markets that we believe have long-term growth potential.

6

Intellectual Property
We rely on a combination of patents, trade secrets, copyrights, trademarks, proprietary manufacturing processes and design rights, together with non-disclosure agreements and technical measures, to establish and protect proprietary rights in our products. Our Elektron Segment holds key patents related to protection applications, including numerous aerospace alloys and magnesium-gadolinium alloys, as well as patents related to environmental applications, including water-treatment products and our specialized G4 process used to manufacture zirconium-cerium oxides for emissions-control catalysts. The segment also has patented technology for magnesium-based flameless heater pads used to heat meals and beverages. Key patents held by our Gas Cylinders Segment relate to aluminum alloys for pressurized hollow bodies and superplastic-forming techniques.
In certain areas, we rely more heavily upon trade secrets and unpatented proprietary know-how than patent protection in order to establish and maintain our competitive advantage. We generally enter into non-disclosure and invention assignment agreements with our employees and subcontractors.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q , Current Reports on Form 8-K and any exhibits or amendments to these are made available, free of charge on our website at http://www.luxfer.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the Securities and Exchange Commission ("SEC"). Information on our website is not incorporated by reference herein and is not a part of this report.
Financial and other material information regarding the company is routinely posted and accessible on our website at http://www.luxfer.com/investors.


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Item 1A.    Risk Factors

The risks described below are not the only risks facing us. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. See also "Information Regarding Forward-Looking Statements" for certain warnings regarding forward-looking information contained in this document.
Risks Relating to Our Operations
We depend on certain end-markets, including automotive, alternative fuels, self-contained breathing apparatus, aerospace and defense, healthcare, oil and gas and printing and paper. An economic downturn, or regulatory changes, in any of those end-markets, could reduce sales and profit margins on those end-markets.
We have significant exposures to certain end-markets, including some end-markets that are cyclical in nature or subject to high levels of regulatory control, including automotive, self-contained breathing apparatus ("SCBA"), aerospace and defense and printing and paper. Dependence of either of our segments on certain end-markets is even more pronounced.
To the extent that any of these cyclical end-markets are in decline, at a low point in their economic cycle, or subject to regulatory change, sales and margins on those sales may be adversely affected. It is possible that all or most of these end-markets could be in decline at the same time, such as during a recession. Any significant reduction in sales could have a material adverse impact on our results of operations, financial position and cash flows.
Our global operations expose us to economic conditions, potential tax costs, political risks and specific regulations or restrictions in the countries in which we operate, which could have a material adverse impact on our results of operations, financial position and cash flows.
We derive our sales and earnings from operations in many countries and are subject to risks associated with doing business internationally. We have wholly-owned operations in the U.S., the U.K., Canada, China and Australia; and joint venture facilities in India and Japan. Doing business in different countries has risks, including the potential for adverse changes in the local social, political, financial or regulatory climate, difficulty in staffing and managing geographically diverse operations, and the costs of complying with a variety of laws and regulations. For example the change in the political climate in the U.S. and imposition of tariffs could make it more challenging or expensive to import products manufactured in Europe.
Due to the fact we have operations in many countries, we are also liable to pay taxes in many fiscal jurisdictions. Our tax burden depends on the interpretation of local tax regulations, bilateral or multilateral international tax treaties and the administrative doctrines in each jurisdiction. Changes in these tax regulations may increase our tax burden, or otherwise affect our accounting for taxes. For example, as a result of the reduction in the statutory corporate income tax rate in the U.S. pursuant to the Tax Cut and Jobs Act (TCJA) enacted on December 22, 2017, we recorded a reduction in the value of our deferred tax assets in the U.S. of $4.0 million in 2017. Moreover, the principal markets for our products are located in North America, Europe and Asia, and any financial difficulties experienced in these markets may have a material adverse impact on our businesses. For example, the maturity of some of our markets, particularly the U.S. medical oxygen cylinder market and the European fire extinguisher market, could require us to increase sales in developing regions, which may involve greater economic and political risks. We cannot provide any assurances that we will be able to expand sales in these regions. Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.
On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the European Union (the "E.U."), commonly referred to as 'Brexit'. On March 29, 2017, the U.K. Government invoked Article 50 of the Treaty on the European Union, which was expected to result in the U.K. leaving the E.U. on March 29, 2019 but was subsequently twice deferred with the Withdrawal Agreement taking effect on January 31, 2020. Following the exit there is an eleven month transition period during which existing E.U. rules and regulations will continue to apply to the U.K. pending agreement on the future trading arrangements, currently required to be achieved by December 31, 2020. It is possible that following agreement, the new relationship will result in greater restrictions on imports and exports between the U.K. and E.U. countries, the U.S. and other markets with increased regulatory complexity. There is also the potential for disruption to the movement of raw materials and finished goods in the event that no agreement is reached by the end of the transition period. These changes may adversely affect our operations and financial results. See also "—Changes in foreign exchange rates could reduce profit margins on our sales and reduce the reported sales of our non-U.S. operations and have a material adverse effect on our results of operations."

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We may not be able to consummate, finance or successfully integrate future acquisitions into our business, which could hinder our strategy or result in unanticipated expenses, losses or charges.
As part of our strategy, we have supplemented and may continue to supplement organic growth by acquiring companies or operations engaged in similar or complementary businesses. If the consummation of future acquisitions, together with integration of acquired companies and businesses excessively diverts management's attention from the operations of our existing businesses, operating results could suffer. Any acquisition made could be subject to a number of risks, including:
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failing to discover liabilities of the acquired company or business for which we may be responsible as a successor owner or operator, including litigation or environmental costs and liabilities;
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difficulties associated with the assimilation of operations and personnel of the acquired company or business, creating uncertainty for employees, customers and suppliers;
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increased debt service requirements as a result of increased indebtedness to complete acquisitions;
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the loss of key personnel in the acquired company or business;
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a negative effect on our financial results resulting from an impairment of acquired intangible assets, the creation of provisions, or write downs; and / or
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potential adverse effects on our stock price and dividend amount due to the issuance of additional stock.
We cannot ensure that every acquisition will ultimately provide the benefits originally anticipated, which could ultimately have a material adverse impact on our results of operations, financial position and cash flows.
Our operations rely on a number of large customers in certain areas of our business, and the loss of any of our major customers could negatively impact our results of operations.
If we fail to maintain our relationships with our major customers, or fail to replace lost customers, or if there is reduced demand from our customers or for products produced by our customers, such failures or reduced demand could materially reduce our sales. In addition, we could experience a reduction in sales if any of our customers fail to perform or default on any payment pursuant to our contracts with them. Long-term relationships with customers are especially important for suppliers of intermediate materials and components such as ourselves. We often work closely with customers to develop products that meet particular specifications as part of the design of a product intended for an end-user market. The bespoke nature of many of our products could make it difficult to replace lost customers. Our top 10 customers accounted for approximately 25% of our net sales in 2019. Any significant reduction in sales or customer payment default could have an adverse material impact on our results of operations, financial position and cash flows.
Competitive pressures could materially and adversely affect our sales and profit margins.
The markets for many of our products are now increasingly global and highly competitive, especially in terms of quality, price and service. Due to the highly competitive nature of some markets in which we operate, we may have difficulty raising prices to offset increases in the costs of raw materials. For example, the U.S. medical oxygen cylinder market has a number of dedicated producers with excess capacity, making it very difficult for us to raise customer prices to offset aluminum cost increases. In addition, rising aluminum costs could lead to the development of alternative products that use lower cost materials, which could become favored by end-market users and thereby lead to a decline in the demand for our products.
We also experience competition from developing countries where manufacturers may benefit from lower labor costs. We are also affected by Western-based competitors that have chosen to relocate production to Asia to take advantage of lower labor costs. Competitors with operations in these regions may be able to produce goods at a relatively lower cost, which may enable them to offer highly competitive selling prices.
Competition with respect to less-complex zirconium chemicals has been particularly intense, with Chinese suppliers providing low-cost feedstock to specialist competitors, making it especially difficult to compete in commodity products such as paper-making additives. Chinese magnesium also continues to be imported into Europe in large volumes, which may impact our competitive position in Europe regarding certain magnesium alloys. More generally, we may face potential competition from producers that manufacture products similar to our aluminum-based, magnesium-based and zirconium-based products using other materials, such as steel, plastics, composite materials or other metals, minerals and chemicals. Products manufactured by competitors using different materials might compete with our products in terms of price, weight, engineering characteristics, recyclability or other grounds.
We may also enter new markets in which there are established competitors. We expect to face new and significant challenges in our effort to enter into these highly competitive markets in which we did not have a presence historically. For example, in recent years, we have entered markets focused on the containment of compressed natural gas (CNG) and incurred startup costs along with strong competitive pressures from existing

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providers of similar cylinder technologies. Even if we are able to enter into these new markets initially, we may not be able to sustain the effort on a long-term basis or establish sufficient market share to achieve meaningful returns from our investment.
Other parts of our operations manufacture and sell products that satisfy customer specifications. Competitors may develop lower cost or better performing products, and customers may not be willing to pay a premium for advantages offered by our products.
In addition, governments may impose import and export restrictions, grant subsidies to local companies and implement tariffs and other trade protection regulations and measures that may give competitive advantages to certain of our competitors and adversely affect our business.
Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.
We depend upon our larger suppliers for a significant portion of our raw materials, and a loss of one of these suppliers, or a significant supply interruption could negatively impact our financial performance.
We rely, to varying degrees, on major suppliers for some of the principal raw materials of our engineered products, including aluminum, zirconium and carbon fiber. For example, in 2019, we obtained approximately 60% of our aluminum, the largest single raw material purchased by the Gas Cylinders Segment, from Rio Tinto Alcan and its associated companies. Moreover, demand for carbon fiber is increasing, which has led to occasional periods of short supply in recent years with a number of expanding applications competing for the same supply of this specialized raw material. Our largest suppliers of carbon fiber are Toray and Grafil, a subsidiary of Mitsubishi Chemical. For additional details of some of our major suppliers (see ITEM 1 - Suppliers and raw materials).
We generally purchase raw materials from suppliers on a spot basis under standard terms and conditions. In 2017, we entered into a three-year supply contract with Rio Tinto Alcan for a substantial portion of our aluminum requirements. In addition, we have supply contracts in place with U.S. Magnesium for raw material purchases of magnesium ingot for both military and commercial applications. The military contract covers magnesium purchases through December 31, 2023, whereas the commercial contract covers through December 31, 2021.
An interruption in the supply of essential raw materials used in our production processes or an increase in the costs of raw materials due to market shortages, supplier financial difficulties, government quotas or natural disturbances such as the recent outbreak of the covid-19 coronavirus, could significantly affect our ability to provide competitively priced products to customers in a timely manner. In the event of a significant interruption in the supply of any materials used in our production processes, or a significant increase in their prices (as we have experienced, for example, at different times with aluminum, magnesium and rare earths), we may have to purchase these materials from alternative sources, build additional inventory of raw materials, increase our prices, reduce our margins or possibly fail to fill customer orders by deadlines required in contracts, which could result in, among other things, contractual penalties. We can provide no assurance that we would be able to obtain replacement materials quickly on similar terms or at all. Failure to maintain relationships with key suppliers or to develop relationships with alternative suppliers could have a material adverse effect on our results of operations, financial position and cash flows.
We are exposed to fluctuations in the costs of the raw materials that are used to manufacture our products, and such fluctuations could lead us to incur unexpected costs and could affect our margins and / or working capital requirements.
The primary raw material we use to manufacture gas cylinders and superformed panels is aluminum supplied in billet and sheet form. The cost of aluminum is subject to both significant short-term price fluctuations and to longer-term cyclicality as a result of international supply and demand relationships. In 2019, the London Metal Exchange ("LME") three-month cost of aluminum reached a high of just below $2,000 per metric ton and a low of just above $1,700 per metric ton. The delivery premiums added by suppliers to the LME price also fluctuate, for example: the Midwest Aluminum Premium for physical supply of aluminum billet in the U.S. has historically averaged around $200 per metric ton, but in 2015 rose to a high of $535 per metric ton then fell to a low of $155 per metric ton. We have experienced significant volatility in other raw material costs in the last few years, such as primary magnesium, carbon fiber, zircon sand and rare earths. See ITEM 1.
Fluctuations in the costs of these raw materials could affect margins and working capital requirements in the businesses in which we use them, see ITEM 7. We cannot always pass on cost increases or increase our prices to offset these cost increases immediately or at all, whether because of fixed-price agreements with customers, competitive pressures that restrict our ability to pass on cost increases or increase prices, or other factors. It can be particularly difficult to pass on cost increases or increase prices in product areas such as gas cylinders, where competitors offer similar products made from alternative materials, such as steel, if those materials are

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not subject to the same cost increases. Higher prices necessitated by large increases in raw material costs could make our current or future products unattractive compared to competing products made from alternative materials that have not been so affected by raw material cost increases, or compared to products produced by competitors who have not incurred such large increases in their raw material costs.
In addition, pricing of raw materials, such as aluminum, may be impacted by the level of tariffs imposed on imports. President Trump announced in March 2018 a 10% tariff on aluminum imported into the U.S. The Company uses a substantial amount of aluminum in its products, with imports into the U.S. primarily originating from Canada. The tariffs were subsequently suspended in May 2019, paving the way for ratification of the United States-Mexico-Canada agreement ("USMCA"), which was approved by the United States on January 29, 2020. While the imposition of the temporary tariff did not have a major adverse impact on our business, if the tariff were to be reimposed at a higher level, then the price of affected imported materials could increase substantially and the price of U.S.-made aluminum could also increase substantially.
If the cost of aluminum were to rise, we may not be able pass those cost increases on to our customers or manage the exposure effectively through hedging instruments. From time to time we use derivative financial instruments to hedge our exposures to fluctuations in aluminum costs. Although it is our treasury policy to enter into these transactions only for hedging and not for speculative purposes, we are exposed to market risk and credit risk with respect to the use of these derivative financial instruments, see ITEM 7A. In addition, if we have hedged our metal position, a fall in the cost of aluminum might give rise to hedging margin calls to the detriment of our borrowing position.
In the past several years we have made additional purchases of large stocks of magnesium alloys in an effort to delay the effect of potentially increased costs in the future. However, even though such purchases are not made for speculative purposes, there can be no assurance that costs will move as expected.
Moreover, these strategic purchases increase our working capital needs, thus reducing our liquidity and cash flow.
Accordingly, a substantial increase in raw material costs could have a material adverse effect on our results of operations, financial position and cash flows.
We are exposed to fluctuations in costs of utilities that are used in the manufacture of our products, and such fluctuations could lead us to incur unexpected costs and could affect our margins and results of operations.
Our utility costs, which constitute another major input cost of our total expenses and include costs related to electricity, natural gas and water, may be subject to significant variations. Increased taxation and other factors have contributed in the past to a significant increase in utility costs for us, particularly with respect to the price that we pay for our U.K. energy supplies.
Fluctuations in the costs of these utilities could affect margins in our businesses in which we use them. We cannot always pass on cost increases or increase our prices to offset cost increases immediately or at all, whether because of fixed-price agreements with customers, competitive pressures that restrict our ability to pass on cost increases or increase prices, or other factors. It can be particularly difficult to pass on cost increases or increase prices in product areas such as gas cylinders, where competitors offer similar products made from alternative materials, such as steel, if those materials are not subject to the same cost increases. As a result, a substantial increase in utility costs could have a material adverse effect on our results of operations, financial position and cash flows.
Changes in foreign exchange rates could reduce profit margins on our sales and reduce the reported sales of our non-U.S. operations and have a material adverse effect on our results of operations.
We conduct a large portion of our commercial transactions, purchases of raw materials and sales of goods in various countries and regions, including the U.S., the U.K., continental Europe, Australia and Asia. Our manufacturing operations based in the U.S., continental Europe and Asia usually purchase raw materials and sell goods denominated in their local currency, but our manufacturing operations in the U.K. often purchase raw materials and sell products in different currencies. Changes in the relative values of currencies can decrease the profits of our subsidiaries when they incur costs in currencies that are different from the currencies in which they generate all or part of their revenue. These transaction risks principally arise as a result of purchases of raw materials in U.S. dollars, coupled with sales of products to customers in euros. This impact is most pronounced in our exports to continental Europe from the U.K. In 2019, our U.K. operations sold approximately €70 million of goods into the Eurozone. Our policy is to hedge a portion of our net exposure to fluctuations in exchange rates with forward foreign currency exchange contracts. Therefore, we are exposed to market risk and credit risk through the use of derivative financial instruments. Moreover, any failure of hedging policies could negatively impact our profits, and thus damage our ability to fund our operations and to service our indebtedness. Further

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exchange rate volatility has been experienced during 2019 with GBP sterling reaching a five-year low against both the U.S. dollar and euro in August and until the terms of the U.K.'s future relationship with the E.U. are known, continued volatility is to be expected.
In addition to subsidiaries and joint ventures in the U.S., we have operating subsidiaries located in the U.K., Canada, China and Australia, as well as joint ventures in Japan and India, whose revenue, costs, assets and liabilities are denominated in local currencies. As our consolidated financial statements are reported in U.S. dollars, we are exposed to fluctuations in those currencies when those amounts are translated to U.S. dollars for purposes of reporting our consolidated financial statements, which may cause declines in results of operations. The largest risk is from our operations in the U.K., which in 2019 generated an operating profit of $1.9 million and net sales of $156.0 million. Fluctuations in exchange rates, particularly between the U.S. dollar and GBP sterling (which has been subject to significant fluctuations, as described above), can have a material effect on our consolidated income statement and consolidated balance sheet. In 2019, movements in the average U.S. dollar exchange rate had a negative impact on net sales of $9.5 million; in 2018 movements in the average U.S. dollar exchange rate had a positive impact on net sales of $2.5 million. Changes in translation exchange rates increased net assets by $3.1 million in 2019, compared to a decrease of $6.4 million in 2018.
These foreign exchange risks could have a material adverse effect on our results of operations, financial position and cash flows. For additional information on these risks, and the historical impact on our results, see ITEM 7A.
Our defined benefit pension plans have funding deficits and are exposed to market forces that could require us to make increased ongoing cash contributions in response to changes in market conditions, actuarial assumptions and investment decisions These market forces could expose us to significant short-term liabilities if a wind-up trigger occurred in relation to such plans, each of which could have a material adverse impact on our results of operations and financial position.
We have defined benefit pension arrangements in the U.K. and in the U.S., see ITEM 8, note 13. Our largest defined benefit plan, the Luxfer Group Pension Plan, which closed to new members in 1998, remained open for accrual of future benefits based on career-average salary until April 5, 2016. However, following a consultation, it was agreed with the trustees and plan members to close the Luxfer Group Pension Plan in the U.K. to future accrual of benefits, effective from April 5, 2016. Moreover, for the purpose of increasing pensions in payment, it was agreed to use the CPI as the reference index, in place of the RPI where applicable. The Luxfer Group Pension Plan is funded according to the regulations in effect in the U.K. and, as of December 31, 2019, and December 31, 2018, had an accounting deficit of $30.5 million and $31.8 million, respectively. Luxfer Group Limited is the principal employer under the Luxfer Group Pension Plan, and other U.K. subsidiaries also participate under the plan. Our other defined benefit plans are less significant than the Luxfer Group Pension Plan and, as of December 31, 2019, and December 31, 2018, had aggregate accounting deficits of $4.7 million and $8.2 million, respectively. The largest of these additional plans is the BA Holdings, Inc. Pension Plan in the U.S., which was closed to further benefit accruals in December 2005, and merged with the much smaller Luxfer Hourly Pension Plan, effective January 1, 2016. According to the actuarial valuation of the Luxfer Group Pension Plan as of April 5, 2018, being the date of the last triennial valuation, the Luxfer Group Pension Plan had a deficit of £26.5 million on a plan-specific basis. Should a wind-up trigger occur in relation to the Luxfer Group Pension Plan, the buy-out deficit of that plan will become due and payable by the employers. The aggregate deficit of the Luxfer Group Pension Plan on a buy-out basis was estimated at £145 million as of April 5, 2018. The trustees have the power to wind-up the Luxfer Group Pension Plan if they consider that in the best interests of members there is no reasonable purpose in continuing the Luxfer Group Pension Plan.
As a result of the actuarial valuation as of April 5, 2018, we are required to continue to make ongoing cash contributions, over and above normal contributions required to meet the cost of future accrual, to the Luxfer Group Pension Plan. These additional payments are intended to reduce the funding deficit. We have agreed with the trustees to a schedule of annual payments of £4.1 million ($5.3 million at current exchange rates) to reduce the deficit. These contributions are to apply until the deficit is eliminated (which is expected to occur by the end of 2022), but in practice the schedule will be reviewed and may be revised following the next triennial actuarial valuation in April 2021. Regulatory burdens have also proved to be a significant risk, such as the U.K.'s Pension Protection Fund Levy, which was £0.3 million in 2019.
We are exposed to various risks related to our defined benefit plans, including the risk of loss of market value of the plan assets, the risk of actual investment returns being less than assumed rates of return, the trustees of the Luxfer Group Pension Plan switching investment strategy (which does require consultation with the employer) and the risk of actual experience deviating from actuarial assumptions for such things as mortality of plan participants. In addition, fluctuations in interest rates cause changes in the annual cost and benefit obligations. Any of these risks could have a material adverse impact on our results of operations, financial position and cash flows.

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The Pensions Regulator in the U.K. has the power in certain circumstances to issue contribution notices or financial support directions that, if issued, could result in significant liabilities arising for us.
The Pensions Regulator may issue a contribution notice to the employers that participate in the Luxfer Group Pension Plan, or any person who is connected with, or is an associate of, these employers where the Pensions Regulator is of the opinion that the relevant person has been a party to an act, or a deliberate failure to act, which had as its main purpose (or one of its main purposes) the avoidance of pension liabilities or where such act has a materially detrimental effect on the likelihood of payment of accrued benefits under the Luxfer Group Pension Plan being received. A person holding alone or together with his or her associates, directly or indirectly, one-third or more of our voting power, could be the subject of a contribution notice. The terms "associate" and "connected person," which are taken from the Insolvency Act 1986, are widely defined and could cover our significant shareholders and others deemed to be shadow directors. If the Pensions Regulator considers that a plan employer is "insufficiently resourced" or a "service company" (which terms have statutory definitions), it may impose a financial support direction requiring such plan's employer or any member of the Group, or any person associated or connected with an employer, to put in place financial support in relation to the Luxfer Group Pension Plan. Liabilities imposed under a contribution notice or financial support direction may be up to the difference between the value of the assets of the Luxfer Group Pension Plan and the cost of buying out the benefits of members and other beneficiaries of the Luxfer Group Pension Plan. In practice, the risk of a contribution notice being imposed may restrict our ability to restructure or undertake certain corporate activities. Additional security may also need to be provided to the trustees of the Luxfer Group Pension Plan before certain corporate activities can be undertaken (such as the payment of an unusual dividend), and any additional funding of the Luxfer Group Pension Plan may have a material adverse effect on our financial position and cash flows.
Our ability to remain profitable depends on our ability to protect and enforce our intellectual property, and any failure to protect and enforce such intellectual property could have a material adverse impact on our results of operations and financial position.
We cannot ensure that we will always have the ability to protect proprietary information and our intellectual property rights. We protect our intellectual property rights (within the U.S., Europe and other countries) through various means, including patents and trade secrets. Due to the difference in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in other countries as they would in the U.S. or the U.K. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, competitors may infringe our patents and the costs of protecting our patents could be significant. We cannot assure you that we will have adequate resources to enforce our patents. Our patents will only be protected for the duration of the patent. Some of our older key patents have expired, and others will expire over the next few years. As a result, our competitors may introduce products using the technology previously protected, and these products may have lower prices than our products, which may negatively affect our market share. To compete, we may need to reduce our prices for those products. Additionally, the expiry of certain of those patents has reduced, or will reduce, barriers to entry to possible competitors for certain products and end-markets. With respect to our unpatented proprietary technology, it is possible that others will independently develop the same or similar technology or obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. Nevertheless, we cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. We rely on our trademarks, trade names and brand names to distinguish our products from the products of our competitors, and we have registered or applied to register many of these trademarks. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Further, we cannot assure you that competitors will not infringe our trademarks or that we will have adequate resources to enforce our trademarks.
Any failure to maintain, protect and enforce our intellectual property or the expiry of patent protection could have a material adverse impact on our results of operations, financial position and cash flows.

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Expiration or termination of our right to use certain intellectual property granted by third parties, the right of those third parties to grant the right to use the same intellectual property to our competitors, and the right of certain third parties to use certain intellectual property used as part of our business, could have a material adverse impact on our results of operations, financial position and cash flows.
We have negotiated, and may from time to time in the future negotiate, licenses with third parties with respect to third party proprietary technologies used in certain of our manufacturing processes and products. If any of these licenses expire or terminate, we will no longer retain the rights to use the relevant third party proprietary technologies in our manufacturing processes and products, which could have a material adverse effect on our results of operations, financial position and cash flows. Further, the rights granted to us might be non-exclusive, which could result in our competitors gaining access to the same intellectual property.
Some of our patents may cover inventions that were conceived or first reduced to practice under, or in connection with, government contracts or other government funding agreements or grants. With respect to inventions conceived or first reduced to practice under such government funding agreements, a government may retain a non-exclusive, irrevocable, royalty-free license to practice, or have practiced for or on behalf of the relevant country, the invention throughout the world. In addition, if we fail to comply with our reporting obligations, or to adequately exploit the developed intellectual property under these government funding agreements, the relevant country may obtain additional rights to the developed intellectual property, including the right to take title to any patents related to government funded inventions or to license the same to our competitors. Furthermore, our ability to exclusively license or assign the intellectual property developed under these government funding agreements to third parties may be limited or subject to the relevant government's approval or oversight. These limitations could have a significant impact on the commercial value of the developed intellectual property.
We often enter into research and development agreements with academic institutions whereby they generally retain certain rights to the developed intellectual property. The academic institutions generally retain rights over the technology for use in non-commercial academic and research fields, including in some cases the right to license the technology to third parties for use in those fields. It is difficult to monitor and enforce such non-commercial academic and research uses, and we cannot predict whether the third party licensees would comply with the use restrictions of these licenses. We could incur substantial expenses to enforce our rights against such licensees. In addition, even though the rights that academic institutions obtain are generally limited to the non-commercial academic and research fields, they may obtain rights to commercially exploit developed intellectual property in certain instances. Under research and development agreements with academic institutions, our rights to intellectual property developed thereunder are not always certain, but instead may be in the form of an option to obtain license rights to such intellectual property. If we fail to exercise our option rights in a timely way and / or we are unable to negotiate a license agreement, the academic institution may offer a license to the developed intellectual property to third parties for commercial purposes. Any such commercial exploitation could adversely affect our competitive position and have a material adverse effect on our business.
If third parties claim that intellectual property used by us infringes upon their intellectual property, our operating profits could be adversely affected.
We may, from time to time, be notified of claims that we are infringing upon patents, copyrights, or other intellectual property rights owned by third parties, and we cannot provide assurances that other companies will not in the future pursue such infringement claims against us or any third party proprietary technologies we have licensed. If we were found to infringe upon a patent or other intellectual property right, or if we failed to obtain or renew a license under a patent or other intellectual property right from a third party, or if a third party from whom we are licensing technologies was found to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, suspend the manufacture of certain products or re-engineer or rebrand our products, if feasible, or we may be unable to enter certain new product markets. Any such claims could also be expensive and time consuming to defend and could divert management's attention and resources. In addition, if we have omitted to enter into a valid non-disclosure or assignment agreement for any reason, we may not own the invention or our intellectual property and may not be adequately protected. Our competitive position could suffer as a result of any of these events and have a material adverse impact on our results of operations, financial position and cash flows.
Any failure of our research and development activity to improve our existing products and develop new products could cause us to lose market share.
Our products are highly technical in nature, and in order to maintain and improve our market position, we depend on successful research and development activity to continue to improve our existing products and develop new products. We cannot be certain that we will have sufficient research and development capability to respond to changes in the industries in which we operate. These changes could include changes in the technological environment in which we currently operate, increased demand for new products or the development of alternatives to our products. For example, the development of lighter weight steel alloys has

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made the use of steel in gas cylinders a more competitive alternative to aluminum than it had been previously. In addition, our superformed aluminum components compete with new high-performance composite materials developed for use in the aerospace industry. In our efforts to develop and market new products and enhancements to our existing products, we may fail to identify new product opportunities or timely bring new products to market. We may also experience delays in completing development of, enhancements to or new versions of our products and product innovations may not achieve the market penetration or price stability necessary for profitability. In addition to benefiting from our research collaboration with universities, we spent $5.7 million, $6.4 million and $7.8 million in 2019, 2018 and 2017 respectively, on our own research and development activities. We expect to fund our future research and development expenditure requirements through operating cash flows and restricted levels of indebtedness, but if operating profit decreases, we may not be able to invest in research and development or continue to develop new products or enhancements.
Without the timely introduction of new products or enhancements to existing products, our products could become obsolete over time, in which case our results of operations, financial position and cash flows could be adversely affected.
Some of our key operational equipment is relatively old and may require significant capital expenditures for repair or replacement.
We incur considerable expense on maintenance, including preventative maintenance and repairs. Higher levels of maintenance and repair costs could result from the need to maintain our older plants, property and equipment, and machinery breakdowns could result in interruptions to the business, causing lost production time and reduced output. Machinery breakdowns or equipment failures may hamper or cause delays in the production and delivery of products to our customers and increase our operating costs, thus reducing cash flows from operations. In particular, the breakdown of some of our older equipment, such as the large hot-rolling mill at our Madison, Illinois plant, could be difficult to repair and would be very costly should it need to be replaced. Any failure to deliver products to our customers in a timely manner could adversely affect our customer relationships and reputation. Any failure to implement required investments, due to the need to divert funds to repair existing physical infrastructure, service debt obligations, unanticipated liquidity constraints or other factors, could have a material adverse effect on our results of operations, financial position and cash flows.
Our operations may prove harmful to the environment resulting in reputational damage and clean-up or other related costs.
We are exposed to substantial environmental costs and liabilities, including liabilities associated with divested assets and prior activities performed on sites before we acquired an interest in them. Our operations, including the production and delivery of our products, are subject to a broad range of continually changing environmental laws and regulations in each of the jurisdictions in which we operate. These laws and regulations increasingly impose more stringent environmental protection standards on us with respect to, among other things, air emissions, wastewater discharges, the use and handling of hazardous materials, noise levels, waste disposal practices, soil and groundwater contamination and environmental clean-up. Complying with these regulations involves significant and recurring costs.
We cannot predict our future environmental liabilities and cannot assure investors that our management is aware of every fact or circumstance regarding potential liabilities, or that the amounts provided and budgeted to address such liabilities will be adequate for all purposes. In addition, future developments, such as changes in regulations, laws or environmental conditions, may result in reputational damage or increase environmental costs and liabilities that could have a material adverse effect on our results of operations, financial position and cash flows.
The health and safety of our employees and the safe operation of our business is subject to various health and safety regulations in each of the jurisdictions in which we operate. These regulations impose various obligations on us, including the provision of safe working environments and employee training on health and safety matters. Complying with these regulations involves recurring costs.
Certain of our operations are highly regulated by different agencies that require products to comply with their rules and procedures and can subject our operations to penalties or adversely affect production.
Certain of our operations are in highly regulated industries that require us to maintain regulatory approvals and, from time to time, obtain new regulatory approvals from various countries. This can involve substantial time and expense. In turn, higher costs of compliance reduce our cash flows from operations. For example, manufacturers of gas cylinders throughout the world must comply with high local safety and health standards and obtain regulatory approvals in the markets in which they sell their products. Furthermore, military organizations require us to comply with applicable government regulations and specifications when providing products or services to them directly or as subcontractors. In addition, we are required to comply with U.S. and other export regulations with respect to certain products and materials. The E.U. has also passed legislation governing the registration,

15

evaluation and authorization of chemicals, known as REACH, pursuant to which we are required to register chemicals and gain authorization for the use of certain substances. In the U.S. there is similar legislation under the Toxic Substance Control Act 1976 ("TSCA") which was substantially amended in 2016. Although we make reasonable efforts to obtain all licenses and certifications that are required by countries in which we operate, there is always a risk that we may be found not to comply with certain required procedures. This risk grows with increased complexity and variance in regulations across the globe. As regulatory schemes vary by country, we may also be subject to regulations of which we are not presently aware and could be subject to sanctions by a foreign government that could materially and adversely affect our operations in the relevant country.
Governments and their agencies have considerable discretion to determine whether regulations have been satisfied. They may also revoke or limit existing licenses and certifications or change the laws and regulations to which we are subject at any time. If our operations fail to obtain, experience delays in obtaining or lose a needed certification or approval, we may not be able to sell our products to our customers, expand into new geographic markets or expand into new product lines. In addition, new or more stringent regulations, if imposed, could result in us incurring significant costs in connection with compliance. Non-compliance with these regulations could result in administrative, civil, financial, criminal or other sanctions against us, which could have negative consequences on our business and financial position. Furthermore, if we begin to operate in new countries, we may need to obtain new licenses, certifications and approvals.
Our customers are also often subject to similar regulations and risks. We therefore face the risk that our customers may have the demand for their products reduced as a result of regulatory matters that fall outside our direct control. This would in turn reduce demand for our products and have a negative financial impact on our operating results.
Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.
We are subject to legislation and regulations to reduce carbon dioxide and other greenhouse gas emissions.
Although we are working to improve our energy efficiency, our manufacturing processes and the manufacturing processes of many of our suppliers and customers are still energy-intensive and use or generate, directly or indirectly, greenhouse gases ("GHGs"). Political and scientific debates related to the effects of emissions of carbon dioxide and other greenhouse gases on the global climate are ongoing. In recent years, current regulatory programs impacting GHG emissions from large industrial plants and other sources include the E.U. Emissions Trading Scheme, the CRC Energy Efficiency Scheme in the U.K. and certain federal and state programs in the U.S., including GHG reporting and permitting rules issued by the U.S.E.P.A and the California Cap and Trade Program. Moreover, in December 2015, 195 countries participating in the United Nations Framework Convention on Climate Change, at its 21st Conference of the Parties meeting held in Paris, adopted a new global agreement on the reduction of climate change (the "Paris Agreement"). The Paris Agreement sets a goal of holding the increase in global average temperature to well below 2 degrees Celsius and pursuing efforts to limit the increase to 1.5 degrees Celsius, to be achieved by commitments by the participating countries to set emissions reduction targets, referred to as "nationally determined contributions." The Paris Agreement came into effect on November 4, 2016, after it was ratified the previous month, with implementation efforts beginning from 2018 with reassessment every five years. As it is implemented, the Paris Agreement is anticipated to result in more stringent requirements relating to greenhouse gas emissions. Due to the costs of compliance and the potential impact on our energy costs, these programs and additional future legislation and regulations aimed at reducing GHG emissions could have a material adverse effect on our results of operations, financial position and cash flows.
Due to the nature and use of the products that we manufacture, we may in the future face large liability claims.
We are subject to litigation in the ordinary course of our business, which could be costly to us and which may arise in the future. We are exposed to possible claims for personal injury, death or property damage, which could result from a failure of a product manufactured by us or of a product integrating one of our products. For example, improperly manufactured gas cylinders could explode at high pressure, which can cause substantial personal and property damage. This risk may be increased through the use of new technologies, materials and innovations. We also supply many components into aerospace applications in which the potential for significant liability exposures necessitates additional insurance costs.
Many factors beyond our control could lead to liability claims, including:
•
the failure of a product manufactured by a third party that incorporated components manufactured by us;
•
the reliability and skills of persons using our products or the products of our customers; and

16

•
the use by customers of materials or products that we produced for applications for which the material or product was not designed.
If we cannot successfully defend ourselves against claims, we may incur substantial liabilities. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:
•
decreased demand for our products;
•
reputational injury;
•
initiation of investigation by regulators;
•
costs to defend related litigation;
•
diversion of management time and resources;
•
compensatory damages and fines;
•
product recalls, withdrawals or labeling, marketing or promotional restrictions;
•
loss of revenue;
•
exhaustion of any available insurance and our capital resources; and
•
a decline in our stock price.
We could be required to pay a material amount if a claim is made against us that is not covered by insurance or otherwise subject to indemnification or that exceeds the insurance coverage that we maintain. Moreover, we do not currently carry insurance to cover the expense of product recalls, and litigation involving significant product recalls or product liability could have a material adverse effect on our results of operations, financial position and cash flows.
Our businesses could suffer if we lose certain employees or cannot attract and retain qualified employees.
We rely upon a number of key executives and employees, particularly members of the Executive Leadership Team. If these and certain other employees ceased to work for us, we would lose valuable expertise and industry experience and could become less profitable. We do not carry key person insurance covering the loss of any of our executives or employees.
In addition, future operating results depend in part upon our ability to attract and retain qualified engineering and technical personnel. As a result of intense competition for talent in the market, we cannot ensure that we will be able to continue to attract and retain such personnel. While our key employees are generally subject to non-competition agreements for a limited period of time following the end of their employment, if we were to lose the services of key executives or employees, it could adversely impact our ability to maintain our technological position, and / or have a material adverse effect on our results of operations, financial position and cash flows.
We could suffer a material interruption in our operations as a result of unforeseen events or operating hazards.
Our production facilities are located in a number of different locations around the world. Any of our facilities could suffer an interruption in production, either at separate times or at the same time, because of various and unavoidable occurrences, such as severe weather events (for example, hurricanes and floods), earthquakes, casualty events (for example, explosions, fires or material equipment breakdowns), acts of terrorism, pandemic disease, labor disruptions or other events (for example, required maintenance shutdowns). For example, our operations in California are subject to risks related to earthquakes. Further disruption occurred during 2015 at our Riverside, California, facility when an electrical arc caused damage to electrical equipment which triggered a power outage at the facility. In addition, some of our products are highly flammable, and there is a risk of fire inherent in their production process. Such hazards could cause personal injury or death, serious damage to, or destruction of, property and equipment, suspension of operations, substantial damage to the environment and / or reputational harm. The risk is particularly high in the production of ultra-fine magnesium powders, which are highly flammable and explosive in certain situations. Similar disruptions in the operations of our suppliers and / or customers could materially affect our business and operations. Although we carry certain levels of business interruption insurance, the coverage on certain catastrophic events or natural disasters, a failure of energy supplies and certain other events, is limited, and it is possible that the occurrence of such events may have a significant adverse impact on our results of operations, financial position and cash flows.

17

We are exposed to risks related to cybersecurity threats and general information security incidents which may also expose us to liability under data protection laws including the GDPR.
In the conduct of our business, we increasingly collect, use, transmit and store data on information technology systems. This data includes confidential information belonging to us, our customers and other business partners, as well as personally identifiable information of individuals, including our employees. Like other global companies, we have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, ranging from employee error or misuse to individual attempts to gain unauthorized access to information technology systems, to sophisticated and targeted measures known as advanced persistent threats, none of which have been material to the Group to date.
Although we devote significant resources to network security, data encryption and other measures to protect our information technology systems and data from unauthorized access or misuse, including those measures necessary to meet certain information security standards that may be required by our customers, there can be no assurance that these measures will be successful in preventing a cybersecurity or general information security incident. We also rely in part on the reliability of certain tested third parties' cybersecurity measures, including firewalls, virus solutions and backup solutions, and our business may be affected if these third-party resources are compromised.
Cybersecurity incidents may result in business disruption, the misappropriation, corruption or loss of confidential information (including personally identifiable information) and critical data (ours or that of third parties), reputational damage, litigation with third parties, regulatory fines, diminution in the value of our investment in research and development and data privacy issues and increased information security protection and remediation costs. As these cybersecurity threats, and government and regulatory oversight of associated risks continue to evolve, we may be required to expend additional resources to remediate, enhance or expand upon the cybersecurity protection and security measures we currently maintain. For example, we are subject to the European Union’s General Data Protection Regulation ("GDPR"), which became enforceable from May 25, 2018 and is expected to continue to apply to the U.K. following its exit from the E.U on January 31, 2020. The GDPR introduced a number of new obligations for subject companies resulting in the need to continue dedicating financial resources and management time to GDPR compliance. Among other things, the GDPR places subject companies under obligations relating to the security of the personally identifiable information they process; while we have taken steps to ensure compliance with the GDPR, there can be no assurance that the measures we have taken will be successful in preventing an incident, including a cybersecurity incident or other data breach, which results in a breach of the GDPR. Fines for non-compliance with the GDPR may be levied by supervisory authorities in the European Union up to a maximum of €20,000,000 or 4% of the subject company’s annual, group-wide turnover (whichever is higher). Individuals who have suffered damage as a result of a subject company’s non-compliance with the GDPR also have the right to seek compensation from such a company.
Future cybersecurity breaches, general information security incidents, further increases in data protection costs or failure to comply with relevant legal obligations regarding protection of data could therefore have a material adverse effect on our results of operations, financial position and cash flows.
Employee strikes and other labor-related disruptions may adversely affect our operations.
Several of our production facilities depend on employees who are members of various trade union organizations. Strikes by, or labor disputes with, our employees may adversely affect our ability to conduct business.
We cannot assure you that there will not be any strike, lock-out or material labor dispute in the future. Work interruptions or stoppages could have a material adverse effect on our results of operations, financial position and cash flows.
We could incur future liability claims arising from previous businesses now closed or sold.
We have sold or closed a number of businesses over the years, but the products or services provided when the businesses were open and under our ownership could still result in potential liabilities which could have a material adverse effect on our operations, financial position and cash flows.

18

As a holding company, Luxfer Holdings PLC's main source of cash is distributions from our operating subsidiaries.
Our ultimate parent company, Luxfer Holdings PLC, conducts all of its operations through the subsidiaries of Luxfer Group. Accordingly, its main cash source is dividends from these subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. Since Luxfer Group subsidiaries are wholly-owned, claims of Luxfer Holdings PLC will generally rank junior to all other obligations of the subsidiaries. If Luxfer Group operating subsidiaries are unable to make distributions, Luxfer Group's growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.
Our failure to perform under purchase or sale contracts could result in the payment of penalties to customers or suppliers, which could have a negative impact on our results of operations, financial position or cash flows.
A failure to perform under purchase or sale contracts could result in the payment of penalties to suppliers and / or customers, which could have a negative impact on our results of operations, financial position or cash flows. Certain contracts with suppliers could also obligate us to purchase a minimum product volume (clauses known as "take or pay") or contracts with customers may impose firm commitments for the delivery of certain quantities of products within certain time periods. The risk of incurring liability under a take or pay supply contract would increase during an economic crisis, which in turn would increase the likelihood of a sharp drop in demand for our products, which could have a material adverse effect on our results of operations, financial position and cash flows.
We could be adversely affected by violations of the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.
The U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making or receiving improper payments to, or from, government officials or, third parties, for the purpose of obtaining or retaining business. Failing to prevent bribery is also an offense under the U.K. Bribery Act. Our policies mandate compliance with these laws. Despite our compliance program, we cannot assure you that our internal control policies and procedures will always protect us from reckless, negligent or improper acts committed by our employees or agents. The costs of violations of these laws or allegations of such violations could have a material adverse effect on our results of operations, financial position and cash flows.
We have a significant amount of indebtedness, which may adversely affect our cash flows and our ability to operate our business, remain in compliance with debt covenants, make payments on our indebtedness, pay dividends and respond to changes in our business or take certain actions.
As of December 31, 2019, we had $75.0 million of indebtedness under our senior notes (the "Loan Notes") divided into tranches of $25.0 million, $25.0 million and $25.0 million due 2021, 2023 and 2026, respectively. There was also a $17.5 million balance on the revolving credit facility ("RCF") as of December 31, 2019.
Our indebtedness could have important consequences. For example, it could make it more difficult for us to satisfy obligations with respect to indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under agreements governing our indebtedness. Further, our indebtedness could require us to dedicate a substantial portion of available cash flows to pay principal and interest on our outstanding debt, which would reduce the funds available for working capital, capital expenditures, dividends, acquisitions and other general corporate purposes. Our indebtedness could also limit our ability to operate our business, including the ability to engage in strategic transactions or implement business strategies. Factors related to our indebtedness could materially and adversely affect our business and our results of operations. Furthermore, our interest expense could increase if interest rates rise, because certain portions of our debt facilities bear interest at floating rates. If we do not have sufficient cash flows to service our debt, we may be required to refinance all or part of our existing debt, sell assets, incur further indebtedness or sell securities, none of which we can guarantee we will be able to do.

19

In addition, the agreements that govern the terms of our indebtedness contain, and any future indebtedness would likely contain, a number of restrictive covenants imposing significant operating and financial restrictions on us, including restrictions that may limit our ability to engage in acts that may be in our long-term best interests, including:
•
incurring or guaranteeing additional indebtedness;
•
capital expenditures;
•
paying dividends (including to fund cash interest payments at different entity levels) or making redemptions, repurchases or distributions with respect to ordinary shares or capital stock;
•
creating or incurring certain security interests;
•
making certain loans or investments;
•
engaging in mergers, acquisitions, investment in joint ventures, amalgamations, asset sales and sale and leaseback transactions; and
•
engaging in transactions with affiliates.
These restrictive covenants are subject to a number of qualifications and exceptions. The operating and financial restrictions and covenants in our existing debt agreements and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities.
We may be able to incur significant additional indebtedness in the future. Although the agreements governing our indebtedness contain restrictions on the incurrence of certain additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. If we incur new indebtedness, the related risks, including those described above, could intensify.
Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.
Risks Related to Our Shares
Certain factors beyond our control may affect the market price of our ordinary shares.
Certain factors, some of which are beyond our control, may have a material effect on the market price of our ordinary shares, including:
•
fluctuations in our results of operations;
•
negative publicity;
•
changes in stock market analyst recommendations regarding our company, sectors in which we operate, the securities market generally and conditions in the financial markets;
•
regulatory developments affecting our industry;
•
announcements of studies and reports relating to our products or those of our competitors;
•
changes in economic performance or market valuations of our competitors;
•
actual or anticipated fluctuations in our quarterly results;
•
conditions in industries in which we operate;
•
announcements by us or our competitors of new products, acquisitions, strategic relations, joint ventures or capital commitments;
•
additions to or departures of our key executives and employees;
•
fluctuations of exchange rates;
•
release of transfer restrictions on our outstanding ordinary shares; and
•
sales or perceived sales of additional ordinary shares.
During recent years, securities markets in the U.S. and worldwide have experienced significant volatility in prices and trading volumes. This volatility could have a material effect on the market price of our ordinary shares, which could adversely impact our ability to access equity markets and have a material adverse impact on our results of operations, financial position and cash flows.

20

Our ability to pay regular dividends on our ordinary shares is subject to the discretion of our Board of Directors and will depend on many factors, including our results of operations, cash requirements, financial position, contractual restrictions, applicable laws and other factors, and may be limited by our structure and statutory restrictions and restrictions imposed by the Revolving Credit Facility and the Loan Notes, as well as any future debt facilities.
We may declare cash dividends on our ordinary shares as described in ITEM 8. However, the payment of future dividends will be at the discretion of our Board of Directors. Any recommendation by our Board to pay dividends will depend on many factors, including our results of operations, cash requirements, financial position, contractual restrictions, applicable laws and other factors, including availability of future debt facilities. Under English law, any payment of dividends would be subject to the Companies Act 2006 of England and Wales (the "Companies Act"), which requires, among other things, that we can only pay dividends on ordinary shares out of profits available for distribution determined in accordance with the Companies Act. Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our ordinary shares.
We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. ln ltem 9A, "Controls and Procedures" of this 2019 Annual Report on Form 10-K, management identified a material weakness in our internal control over financial reporting.
As a result of the material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2019. The assessment was based on criteria established in lnternal Control-lntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We are actively engaged in remediation activities designed to address the material weakness, but our remediation efforts are not complete and are ongoing. lf our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, it may materially adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner. lf we are unable to report our results in a timely and accurate manner, we may not be able to comply with the applicable covenants in our financing arrangements, and may be required to seek additional waivers or repay amounts under these financing arrangements earlier than anticipated, which could adversely impact our liquidity and financial condition. Although we continually review and evaluate internal control systems to allow management to report on the sufficiency of our internal controls, we cannot assure you that we will not discover additional weaknesses in our internal control over financial reporting. The next time we evaluate our internal control over financial reporting, if we identify one or more new material weaknesses or are unable to timely remediate our existing weakness, we may be unable to assert that our internal controls are effective. lf we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have a material adverse effect on the price of our common stock and possibly impact our ability to obtain future financing on acceptable terms. We may also lose assets if we do not maintain adequate internal controls.
It may be difficult to effect service of U.S. process and enforce U.S. legal process against the directors of Luxfer.
Luxfer is a public limited company incorporated under the laws of England and Wales. A number of our directors and officers reside outside of the U.S., principally in the U.K. A substantial portion of our assets, and the assets of such persons, are located outside of the U.S. Therefore, it may not be possible to effect service of process within the U.S. upon Luxfer or these persons in order to enforce judgments of U.S. courts against Luxfer or these persons based on the civil liability provisions of the U.S. federal securities laws. There is doubt as to the enforceability in England and Wales, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities solely based on the U.S. federal securities laws.


21

Item 1B.    Unresolved Staff Comments
None.

Item 2.        Properties
Our principal office is located in owned premises in Manchester, United Kingdom, and our management office in the United States is located in leased premises in Milwaukee, Wisconsin. Our operations are conducted in facilities throughout the world. These facilities house manufacturing and distribution operations, as well as sales and distribution offices.
We carry out Elektron manufacturing operations at six plants in the United States and single plants in each of the United Kingdom and Canada.
We carry out Gas Cylinders manufacturing operations at three plants in the United States, three plants in the United Kingdom and single plants in each of Canada and China. In addition, Gas Cylinders also has a sales and distribution office in both Australia and Italy.
Our manufacturing plants comprise both owned and leased properties. We believe that our production facilities are suitable for their purpose and are adequate to support our businesses.
 
Division
 
Property / Plant
 
Principal products
manufactured
 
Ownership
 
Approximate area (square feet)
 
 
Elektron
 
 
 
 
 
 
 
 
 
 
 
 
Manchester, England
 
Magnesium alloys / zirconium chemicals
 
Split Lease / Own
 
561,264

 
 
 
 
Madison, IL
 
Magnesium sheet
 
Lease
 
803,795

 
 
 
 
Tamaqua, PA
 
Magnesium powders
 
Own
 
64,304

 
 
 
 
Lakehurst, NJ
 
Magnesium powders
 
Own
 
78,926

 
 
 
 
Flemington, NJ
 
Zirconium chemicals
 
Own
 
65,000

 
 
 
 
Hamilton, Canada
 
Magnesium powders
 
Lease
 
16,335

 
 
 
 
Cincinnati, OH
 
Magnesium heating pads
 
Lease
 
150,000

 
 
 
 
Saxonburg, PA
 
Magnesium powders
 
Own
 
68,000

 
 
Gas Cylinders
 
 
 
 
 
 
 
 

 
 
 
 
Nottingham, England
 
Aluminum cylinders
 
Lease
 
143,222

 
 
 
 
Calgary, Canada
 
Composite cylinders
 
Lease
 
65,500

 
 
 
 
Worcester, England
 
Aluminum panels
 
Lease
 
97,315

 
 
 
 
Kidderminster, England
 
Aluminum panels
 
Lease
 
60,200

 
 
 
 
Riverside, CA
 
Composite cylinders
 
Lease / Own
 
125,738

 
 
 
 
Graham, NC
 
Aluminum cylinders
 
Own
 
121,509

 
 
 
 
Riverside, CA
 
Aluminum panels
 
Lease
 
68,240

 
 
 
 
Shanghai, China
 
Cylinders
 
Lease
 
15,383

 

Item 3.        Legal Proceedings
While we are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, employee and product liability claims, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party, or of which any of their property is subject. It is possible, however, that an adverse resolution of an unexpectedly large number of such individual claims or proceedings could in the aggregate have a material adverse effect on results of operations for a particular year or quarter.

Item 4.        Mine Safety Disclosures
Not applicable.


22

PART II

Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the New York Stock Exchange and is traded under the symbol "LXFR." As of December 31, 2019 the company had 18 shareholders of record.
Dividends
During the years ended December 31, 2019, 2018 and 2017 the Company paid quarterly dividends of $0.125 per ordinary share which equated to $13.6 million, $13.4 million and $13.3 million in 2019, 2018 and 2017 respectively. A further dividend of $3.4 million was declared and paid in the first quarter of 2020. The declaration and payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements, financial position, contractual restrictions, restrictions imposed by our indebtedness, any future debt agreements or applicable laws and other factors that our Board of Directors may deem relevant. As with all dividends declared to date, we expect future dividends to be paid out of our earnings.
Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and IFRS as adopted by the E.U., which differ in some respects from U.S. GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.
United Kingdom tax consequences for holders of common stock
The United Kingdom tax consequences discussed below do not reflect a complete analysis or listing of all the possible United Kingdom tax consequences that may be relevant to holders of our common stock. Furthermore, the statements below only apply to holders of our common stock who are resident for tax purposes outside of the United Kingdom.
Investors should consult their own tax advisers in respect of the tax consequences related to receipt, ownership, purchase or sale or other disposition of our common stock.
United Kingdom withholding tax
Under current law, the Company is not required to make any deduction or withholding for or on account of United Kingdom tax from dividends distributed on our common stock, irrespective of the tax residence or individual circumstances of the recipient shareholder.
United Kingdom income tax on dividends
A non-United Kingdom tax resident holder of our common stock will not be subject to United Kingdom income taxes on dividend income and similar distributions in respect of our shares, unless the shares are attributable to a permanent establishment or a fixed place of business maintained in the United Kingdom by such non-U.K. holder.
Stamp duty and stamp duty reserve tax ("SDRT")
While the ordinary shares are held within a depositary trust company ("DTC"), provided that DTC satisfies various conditions specified in U.K. legislation, electronic book-entry transfers of such shares should not be subject to U.K. stamp duty and agreements to transfer such shares should not be subject to U.K. stamp duty reserve tax (“SDRT”). The parties have obtained confirmation of this position by way of formal clearance by HMRC. Likewise, transfers of, or agreements to transfer, the ordinary shares from the DTC clearance service into another clearance service or into a depositary receipt system should not, provided that the other clearance service or depositary receipt system satisfies various conditions specified in U.K. legislation, be subject to U.K. stamp duty or SDRT.
In the event that the ordinary shares have left the DTC clearance service otherwise than into another clearance service or depositary receipt system, any subsequent transfer of, or agreement to transfer, such ordinary shares may, subject to any available exemption or relief, be subject to U.K. stamp duty or SDRT at a rate of 0.5% of the consideration for such transfer or agreement. Any such U.K. stamp duty or SDRT will generally be payable by the transferee and must be paid (and any relevant transfer document stamped by HMRC) before the transfer can be registered in the books of Luxfer Holdings PLC.

23

In the event that ordinary shares which have left the DTC clearance service otherwise than into another clearance service or depositary receipt system are subsequently transferred back into a clearance service or depositary receipt system, such transfer, or agreement to transfer, may, subject to any available exemption or relief, be subject to U.K. stamp duty or SDRT at a rate of 1.5% of the consideration for such transfer (or, where there is no such consideration, 1.5% of the value of such ordinary shares). In practice this liability for stamp duty or SDRT is in general borne by the person depositing the relevant shares in the clearance service or depositary receipt system.
Share performance graph
The following information under the caption "Share Performance Graph" in this ITEM 5 of this Annual Report on Form 10-K is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.
The following graph sets forth the cumulative total shareholder return on our ordinary shares for the last five years, assuming the investment of $100 on December 31, 2014, and the reinvestment of all dividends since that date to December 31, 2019. The graph also contains for comparison purposes the Russell 2000 Index, assuming the same investment level and reinvestment of dividends.
By virtue of our market capitalization and characteristics, we believe the Russell 2000 Index is an appropriate published industry index for comparison purposes.
chart-70808714a0475aedadd.jpg
Purchase of Equity Securities
During the fourth quarter and entire fiscal year of 2019 we made no purchases of our ordinary shares.


24

Item 6.        Selected Financial and Other Data
The below selected financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2019, included within ITEM 8 this document.
The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The consolidated financial statements, from which the historical financial information for the periods set forth below have been derived, were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes thereto appearing elsewhere in this annual report on Form 10-K.
 
 
 
Years ended December 31,
 
 
In millions except share and per-share data
 
2019
 
2018
 
2017
 
2016
 
2015
 
 
Consolidated statements of operations and comprehensive income data
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
443.5

 
$
487.9

 
$
441.3

 
$
414.8

 
$
460.3

 
 
Operating income
 
12.4

 
30.0

 
21.9

 
32.9

 
15.0

 
 
Net income / (loss)
 
3.1

 
25.0

 
16.6

 
17.8

 
(0.4
)
 
 
Per-share data
 
 
 
 
 
 
 
 
 
 
 
 
Earnings / (loss) per ordinary share
 
 
 
 
 
 
 
 
 
 
 
 
     Basic
 
0.11

 
0.94

 
0.63

 
0.67

 
(0.01
)
 
 
     Diluted
 
0.11

 
0.90

 
0.62

 
0.67

 
(0.01
)
 
 
Weighted average ordinary shares outstanding
 
 
 
 
 
 
 
 
 
 
 
 
     Basic
 
27,289,042

 
26,708,469

 
26,460,947

 
26,443,662

 
26,918,987

 
 
     Diluted
 
27,882,864

 
27,692,262

 
26,723,981

 
26,654,638

 
27,328,190

 
 
Cash dividends declared and paid1
 
$
13.6

 
$
13.4

 
$
13.3

 
$
13.3

 
$
10.8

 
 
Cash dividends declared and paid after December 311
 
3.4

 
3.4

 
3.4

 
3.3

 
3.4

 
 
Consolidated balance sheets data
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
390.3

 
$
408.8

 
$
415.8

 
$
399.8

 
$
449.9

 
 
Total long-term obligations
 
141.9

 
133.3

 
157.3

 
196.2

 
197.2

 
 
Total shareholders' equity
 
174.4

 
184.3

 
174.5

 
150.4

 
183.8

 

1In 2019, 2018, 2017 and 2016 the Company paid quarterly dividends of $0.125 per ordinary share. In 2015 the Company paid quarterly dividends of $0.10 per ordinary share.

25

Item 7.        Management's Discussion and Analysis of Financial Condition and Results of Operations
Information regarding forward-looking statements
This Annual Report on Form 10-K contains certain statements, statistics and projections that are, or may be, forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The accuracy and completeness of all such statements, including, without limitation, statements regarding our future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as "believes," "intends," "expects," "anticipates," "estimates," "may," "will," "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified in "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," or elsewhere in this Annual Report, as well as:
•
general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;
•
worldwide economic and business conditions and conditions in the industries in which we operate;
•
fluctuations in the cost of raw materials and utilities;
•
currency fluctuations and other financial risks;
•
our ability to remediate the material weakness in our internal controls over financial reporting;
•
our ability to protect our intellectual property;
•
the significant amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;
•
relationships with our customers and suppliers;
•
increased competition from other companies in the industries in which we operate;
•
changing technology;
•
claims for personal injury, death or property damage arising from the use of products produced by us;
•
the occurrence of accidents or other interruptions to our production processes;
•
changes in our business strategy or development plans, and our expected level of capital expenditure;
•
our ability to attract and retain qualified personnel;
•
restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;
•
regulatory, environmental, legislative and judicial developments; and
•
our intention to pay dividends.
Please read the sections "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.

26

About Luxfer
Luxfer Holdings PLC ("Luxfer," "the Company," "we") is a global producer of highly-engineered industrial materials focused on sustained value creation using its broad array of technical knowhow and proprietary materials technologies. The Company specializes in the design and manufacture of high-performance products for transportation, defense and emergency response, healthcare, and general industrial purposes. Luxfer customers include both end-users of its products and manufacturers that incorporate Luxfer products into finished goods.

Key trends and uncertainties regarding our existing business
The following trends and uncertainties affected our financial performance in 2019, and will likely impact our results in the future:
•
Full year results were behind expectations as sales fell 9%, led by a 62% decline in sales of our Solumag® product line used in fracking operations and a general slowdown observed in our industrial end-market. Sales were also negatively impacted by around 2% following the divestiture of our Czech magnesium recycling business in June.
•
Given the industrial sales softness, we are accelerating our cost savings initiatives and increasing our growth focus on markets such as Defense.
•
We also continued along our transformation journey realizing business restructuring initiatives aimed at further reducing our fixed cost structure while seeding revenue growth.
In 2020, our operating objectives and trends we expect to impact our business include the following:
•
Productivity acceleration and growth recovery as we progress towards a lean manufacturing process and more focused and faster product innovation.
•
Leveraging delivered plant consolidation projects in our Gas Cylinders and Graphic Arts businesses to further reduce fixed costs and safeguard competitiveness.
•
Continued focus on developing global talent and implementing a high-performance culture.
•
Improved operating cash generation with lower restructuring activity and stronger working capital performance.



27

CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations of Luxfer were as follows:
 
 
 
Years ended December 31,
 
% / point change
 
 
In millions
 
2019
 
2018
 
2017
 
2019 v 2018
 
2018 v 2017
 
 
Net sales
 
$
443.5

 
$
487.9

 
$
441.3

 
(9.1
)%
 
10.6
 %
 
 
Cost of goods sold
 
(335.5
)
 
(365.8
)
 
(332.7
)
 
(8.3
)%
 
9.9
 %
 
 
Gross profit
 
108.0

 
122.1

 
108.6

 
(11.5
)%
 
12.4
 %
 
 
     % of net sales
 
24.4
%
 
25.0
%
 
24.6
%
 
(0.6
)
 
0.4

 
 
Selling, general and administrative expenses
 
(55.1
)
 
(60.8
)
 
(68.1
)
 
(9.4
)%
 
(10.7
)%
 
 
     % of net sales
 
12.4
%
 
12.5
%
 
15.4
%
 
(0.1
)
 
(2.9
)
 
 
Research and development
 
(5.7
)
 
(6.4
)
 
(7.8
)
 
(10.9
)%
 
(17.9
)%
 
 
     % of net sales
 
1.3
%
 
1.3
%
 
1.8
%
 
—

 
(0.5
)
 
 
Restructuring charges
 
(25.9
)
 
(13.4
)
 
(8.4
)
 
93.3
 %
 
59.5
 %
 
 
     % of net sales
 
5.8
%
 
2.7
%
 
1.9
%
 
3.1

 
0.8

 
 
Impairment charges
 
(5.0
)
 
(7.2
)
 
(3.7
)
 
(30.6
)%
 
94.6
 %
 
 
     % of net sales
 
1.1
%
 
1.5
%
 
0.8
%
 
(0.4
)
 
0.7

 
 
Acquisition related (costs) / credits
 
(1.4
)
 
(4.3
)
 
1.3

 
(67.4
)%
 
n/a

 
 
     % of net sales
 
0.3
%
 
0.9
%
 
0.3
%
 
(0.6
)
 
0.6

 
 
Other charges
 
(2.5
)
 
—

 
—

 
n/a

 
n/a

 
 
     % of net sales
 
0.6
%
 
—
%
 
—
%
 
n/a

 
n/a

 
 
Operating income
 
12.4

 
30.0

 
21.9

 
(58.7
)%
 
37.0
 %
 
 
     % of net sales
 
2.8
%
 
6.1
%
 
5.0
%
 
(3.3
)
 
1.1

 
 
Net interest expense
 
(4.6
)
 
(4.6
)
 
(6.3
)
 
—
 %
 
(27.0
)%
 
 
     % of net sales
 
1.0
%
 
0.9
%
 
1.4
%
 
0.1

 
(0.5
)
 
 
Defined benefit pension credit
 
1.3

 
4.7

 
4.2

 
(72.3
)%
 
11.9
 %
 
 
     % of net sales
 
0.3
%
 
1.0
%
 
1.0
%
 
(0.7
)
 
—

 
 
Income before income taxes and equity in net income of affiliates
 
9.1

 
30.1

 
19.8

 
(69.8
)%
 
52.0
 %
 
 
     % of net sales
 
2.1
%
 
6.2
%
 
4.5
%
 
(4.1
)
 
1.7

 
 
Provision for income taxes
 
(6.7
)
 
(5.5
)
 
(3.3
)
 
21.8
 %
 
66.7
 %
 
 
     Effective tax rate
 
73.6
%
 
18.3
%
 
16.7
%
 
55.3

 
1.6

 
 
Income before equity in net income of affiliates
 
2.4

 
24.6

 
16.5

 
(90.2
)%
 
49.1
 %
 
 
     % of net sales
 
0.5
%
 
5.0
%
 
3.7
%
 
(4.5
)
 
1.3

 
 
Equity in income of unconsolidated affiliates (net of tax)
 
0.7

 
0.4

 
0.1

 
75.0
 %
 
300.0
 %
 
 
     % of net sales
 
0.2
%
 
0.1
%
 
—
%
 
0.1

 
0.1

 
 
Net income
 
$
3.1

 
$
25.0

 
$
16.6

 
(87.6
)%
 
50.6
 %
 
 
     % of net sales
 
0.7
%
 
5.1
%
 
3.8
%
 
(4.4
)
 
1.3

 

28

Net sales
The 9.1% decrease in consolidated net sales in 2019 from 2018 was primarily the result of:
•
$8.3 million revenue decline as a result of the divestiture of Elektron's magnesium Czech recycling business at the end of the second quarter. Excluding this divestiture, underlying business declined 7.1%;
•
Significantly lower sales of our proprietary SoluMag® alloy as a result of continuing destocking amid budgetary pressures affecting North American shale producers;
•
Reduction in sales in the Gas Cylinders segment affecting Superform for European luxury automobiles and lower margin aluminum gas cylinders;
•
Adverse foreign currency effects of $9.5 million.
•
These decreases were partially offset by:
◦
Continued recovery in sales of alternative fuel (AF) systems;
◦
Increased revenues from zirconium-based automotive and industrial catalysis materials.

The 10.6% increase in consolidated net sales in 2018 from 2017 was primarily the result of:
•
Continued growth of our proprietary SoluMag® alloy;
•
Recovery in sales of alternative fuel (AF) systems and SCBA cylinders;
•
Improvements in sales in our Superform business; and
•
Increased revenues from zirconium-based automotive and industrial catalysis materials.

Gross profit
The 0.6 percentage point decrease in gross proft as a percentage of sales in 2019 from 2018 was primarily the result of:
•
Adverse sales mix;
•
Unfavorable foreign exchange variances; and
•
Impact of short-term process inefficiency following plant consolidation exercises.
These decreases were partially offset by cost savings resulting from our continued effort to reduce production-based costs, partially derived from our transformation plan.

The 0.4 percentage point increase in gross profit as a percentage of sales in 2018 from 2017 was primarily the result of:
•
Continued cost savings derived from our transformation plan; and
•
Favorable sales mix.
These increases were partially offset by:
•
Inflationary increases related to raw materials and labor costs; and
•
Increased distribution costs.

Selling, general and administrative expenses ("SG&A")
SG&A costs as a percentage of sales have decreased marginally by 0.1 percentage points in 2019 from 2018. The $5.7 million or 9.4% decline in costs was primarily the result of continued cost savings derived from our transformation plan, as well as lower management incentive awards in 2019. This was partially offset by $1.5 million of non-recurring litigation expense incurred in 2019.
The 2.9 percentage point decrease in SG&A costs as a percentage of sales in 2018 from 2017 was primarily the result of continued cost savings derived from our transformation plan.


29

Research and development costs
Research and development costs as a percentage of sales remained flat at 1.3% in both 2019 and 2018.
The 0.5 percentage point decrease in research and development costs as a percentage of sales in 2018 from 2017 was primarily the result of development projects being canceled to focus on those which we believe have more economic benefit to the Company.

Restructuring charges
The $25.9 million restructuring charges in 2019 includes:
•
$20.1 million in relation to the closure of Luxfer Gas Cylinders France;
•
$4.6 million related to asset write-downs and one-time employee benefits following the decision to scale down production at one of our Luxfer Magtech sites; and
•
$1.2 million of other simplification costs.
The $13.4 million restructuring charges in 2018 was the result of:
•
$10.0 million within the Gas Cylinders segment in relation to plant consolidation costs, including one-time employee benefits, asset write-downs and associated legal and professional fees mainly in relation to the closure of Luxfer Gas Cylinders France;
•
$2.0 million of termination costs and a property impairment charge related to the rationalization of Elektron's Graphic Arts operations; and
•
$1.4 million related to a previously announced plant closure affecting Elektron's Magtech business unit.

Impairment charges
The impairment charge of $5.0 million in 2019 primarily relates to a $5.2 million impairment of the property, plant and equipment of Superform, in the Gas Cylinders segment following a downturn affecting European luxury automotive sales. This is partially offset by a $0.2 million true-up of the 2018 impairment of the assets of the Czech magnesium recycling business prior to its eventual divestiture in Q2, 2019.
Impairment charges of $7.2 million in 2018 related primarily to a $1.3 million impairment of goodwill associated with our Superform business unit and $2.4 million in write-downs related to the step-up acquisition of our Luxfer Holdings, NA LLC joint venture, both held within the Gas Cylinders Segment. An additional $3.4 million impairment within our Elektron segment resulting form the transfer of our Czech business' assets and liabilities to held-for-sale.

Acquisition-related costs
Acquisition-related costs of $1.4 million in 2019 related to:
•
$3.5 million reimbursement payment and $0.9 million of professional and legal fees incurred in connection with the terminated acquisition of Neo Performance Materials; offset by
•
$2.9 million gain on disposal of Elektron's magnesium recycling business in the Czech Republic; and
•
$0.1 million credit in relation to the revaluation of deferred contingent consideration, arising from the acquisition of the legacy businesses of Luxfer Magtech Inc. which was acquired in 2014.
Acquisition-related costs of $4.3 million in 2018 related to :
•
$3.7 million related to professional and legal fees in connection with the aborted acquisition of Neo Performance Materials; and
•
$0.6 million was in relation to the revaluation of deferred contingent consideration, arising from the acquisition of the legacy businesses of Luxfer Magtech Inc.

Other charges
The $2.5 million other charges incurred in 2019, is the result of the Company's decision to commence a project to remove low-level naturally occurring radioactive material (NORM) from a redundant building at Elektron's

30

Manchester, UK site. The work represents remediation of a legacy environmental issue and is expected to complete in the second quarter of 2020, but with no significant further costs envisioned.
Net interest expense
Net interest expense of $4.6 million in 2019 was flat compared to 2018.
A reduction in the average debt balance in 2018 relative to 2017 resulted in lower interest costs due to:
◦
Repayment of $15.0 million loan when due, June 2018; and
◦
A nil balance on the revolving credit facility at the year-end following net repayment of $21.3 million during the year.

Defined benefit pension credit
The credit of $1.3 million represents a 72.3% decrease in 2019 from 2018. This was primarily due to:
•
Lower projected asset returns; and
•
Loss of $0.8 million resulting from a settlement affecting the U.S. plan in the final quarter of 2019.

The 11.9% increase in defined benefit pension credit in 2018 from 2017 was primarily due to:
•
Updated mortality assumptions in the U.K. and U.S., which lead to lower life expectancies; and
•
Weakening of GBP sterling against the U.S. dollar. Partially offset by:
•
Increase in long-term U.K inflation expectations; and
•
Asset returns being lower than assumed.

Provision for income taxes
The 55.3 percentage point increase in the effective tax rate in 2019 from 2018 was primarily due to significant non-deductible expenses incurred in relation to the closure of Luxfer Gas Cylinders France and the terminated acquisition of Neo Performance Materials.
The 1.6 percentage point increase in the effective tax rate in 2018 from 2017 was primarily due to:
•
Deferred tax credit in 2017 reflecting the impact of U.S. tax reform, partially offset by:
•
Deferred tax credit in 2018 in relation to U.K. 'patent box' allowances.


31

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
The following table of non-GAAP summary financial data presents a reconciliation of net income to adjusted net income for the periods presented, being the most comparable GAAP measure. Management believes that adjusted net income, adjusted earnings per share, adjusted EBITA and adjusted EBITDA are key performance indicators (KPIs) used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. In addition, Luxfer's CEO and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider adjusted net income and adjusted earnings per share in isolation as an alternative to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability.
 
 
Years ended December 31,
 
 
In millions except per share data
2019
 
2018
 
2017
 
 
Net income
3.1

 
25.0

 
16.6

 
 
Accounting charges / (credits) relating to acquisitions and disposals of businesses:
 
 
 
 
 
 
 
     Unwind of discount on deferred consideration
0.2

 
0.2

 
0.2

 
 
     Amortization on acquired intangibles
1.2

 
1.2

 
1.3

 
 
     Acquisitions and disposals
1.4

 
4.3

 
(1.3
)
 
 
Defined benefit pension credit
(1.3
)
 
(4.7
)
 
(4.2
)
 
 
Restructuring charges
25.9

 
13.4

 
8.4

 
 
Impairment charges
5.0

 
7.2

 
3.7

 
 
Other charges
2.5

 
—

 
5.8

(1) 
 
Share-based compensation charges
4.5

 
4.8

 
2.2

 
 
Impact of U.S. tax reform
—

 
—

 
(2.0
)
 
 
Other non-recurring tax items
—

 
(2.9
)
 
—

 
 
Income tax on adjusted items
(2.7
)
 
(1.7
)
 
(3.1
)
 
 
Adjusted net income
39.8

 
46.8

 
27.6

 
 
 
 
 
 
 
 
 
 
Adjusted earnings per ordinary share
 
 
 
 
 
 
 
Diluted earnings per ordinary share
0.11

 
0.90

 
0.62

 
 
Impact of adjusted items
1.32

 
0.79

 
0.41

 
 
Adjusted diluted earnings per ordinary share(2)
1.43

 
1.69

 
1.03

 
(1) Other charges in 2017 include costs incurred on: settlement and other legal expenses incurred in relation to patent infringement litigation against a competitor; and costs incurred in relation to the conversion of the Company's ADR listing to a direct listing of ordinary shares on the New York Stock Exchange, disclosed within selling, general and administrative expenses.
(2) For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares outstanding during the financial year has been adjusted for the dilutive effects of all potential ordinary shares and share options granted to employees.
 
 
Years ended December 31,
 
 
In millions except per share data
2019
 
2018
 
2017
 
 
Adjusted net income
39.8

 
46.8

 
27.6

 
 
Add back / (deduct):
 
 
 
 
 
 
 
     Impact of U.S. tax reform
—

 
—

 
2.0

 
 
     Other non-recurring tax items
—

 
2.9

 
—

 
 
     Income tax on adjusted items
2.7

 
1.7

 
3.1

 
 
     Income tax expense
6.7

 
5.5

 
3.3

 
 
     Net finance costs
4.6

 
4.6

 
6.3

 
 
Adjusted EBITA
53.8

 
61.5

 
42.3

 
 
     Loss on disposal of PPE
0.2

 
0.3

 
—

 
 
     Depreciation
14.1

 
17.8

 
17.0

 
 
Adjusted EBITDA
68.1

 
79.6

 
59.3

 

32

SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our two reportable segments (Gas Cylinders and Elektron). Both segments comprise various product offerings that serve multiple end markets.
Adjusted EBITDA represents operating income adjusted for restructuring charges; impairment charges; cost to remove NORM materials from a redundant building; legal expenses incurred from patent litigation with a competitor; profit on sale of redundant site; direct listing costs; acquisition-related charges / credits; loss on disposal of property, plant and equipment; depreciation and amortization; share based compensation expense; and unwind of discount on deferred consideration. A reconciliation to net income and taxes can be found in ITEM 8, note 16.
GAS CYLINDERS
The net sales and adjusted EBITDA for Gas Cylinders were as follows:
 
 
 
Years ended December 31,
 
% / point change
 
 
In millions
 
2019
 
2018
 
2017
 
2019 v 2018
 
2018 v 2017
 
 
Net sales
 
$
223.6

 
$
238.1

 
$
220.2

 
(6.1
)%
 
8.1
%
 
 
Adjusted EBITDA
 
23.3

 
23.4

 
17.0

 
(0.4
)%
 
37.6
%
 
 
     % of net sales
 
10.4
%
 
9.8
%
 
7.7
%
 
0.6

 
2.1

 
Net sales
The 6.1% decrease in Gas Cylinders sales in 2019 from 2018 was primarily the result of:
•
Lower sales of aluminum cylinders used in industrial applications;
•
Decreased demand in Superform for European luxury automobiles; and
•
Adverse foreign currency effects of $5.0 million.
•
These are partially offset by continued strength in alternative fuel cylinder sales.

The 8.1% increase in Gas Cylinders sales in 2018 from 2017 was primarily the result of:
•
Increased sales of AF cylinders;
•
Increased sales of SCBA cylinders;
•
Increased Superform tooling and formed component sales.

Adjusted EBITDA
The 0.6 percentage point increase in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2019 from 2018 was primarily the result of:
•
Favorable cost reduction initiatives in the cylinders business; and
•
Improved product mix driven by higher sales of composite cylinders over aluminum, especially AF;
These increases were partially offset by:
•
Adverse foreign currency effects in the cylinders business.

The 2.1 percentage point increase in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2018 from 2017 was primarily the result of:
•
Improved product mix driven by higher sales of SCBA cylinders;
•
Improved margin on AF cylinder sales;
•
A one-time bad debt expense affecting an overseas customer in 2017.
•
These increases were partially offset by lower Superform gross margin on both tooling and component sales.

33

ELEKTRON
The net sales and adjusted EBITDA for Elektron were as follows:
 
 
 
Years ended December 31,
 
% / point change
 
 
In millions
 
2019
 
2018
 
2017
 
2019 v 2018
 
2018 v 2017
 
 
Net sales
 
$
219.9

 
$
249.8

 
$
221.1

 
(12.0
)%
 
13.0
%
 
 
Adjusted EBITDA
 
44.8

 
56.2

 
42.3

 
(20.3
)%
 
32.9
%
 
 
     % of net sales
 
20.4
%
 
22.5
%
 
19.1
%
 
(2.1
)
 
3.4

 
Net sales
The 12.0% decrease in Elektron sales in 2019 from 2018 was primarily the result of:
•
$8.3 million revenue decline as a result of the divestiture of Elektron's magnesium Czech recycling business at the end of Q2, with underlying business excluding the divestiture declining 7.1%;
•
Significantly lower sales of our proprietary SoluMag® alloy ; 
•
Lower sales of other industrial products; and
•
Adverse foreign currency effects of $4.5 million.
This was partially offset by increased revenues from zirconium-based automotive and industrial catalysis materials.

The 13.0% increase in Elektron sales in 2018 from 2017 was primarily the result of:
•
Continued growth in sales of our proprietary SoluMag® alloy;
•
Increased sales of zirconium-based automotive and industrial catalysts;
•
Increased sales of high-performance magnesium alloys used primarily in aerospace, and wrought magnesium alloy used in the manufacture of performance automotive wheels;
•
Increased shipments of magnesium-based defense and disaster-relief products.

Adjusted EBITDA
The 2.1 percentage point decrease in adjusted EBITDA for Elektron as a percentage of net sales in 2019 from 2018 was primarily the result of:
•
Adverse mix, predominantly the impact of lower SoluMag® sales;
•
Impact of short term inefficiency following plant consolidation and a flood affecting Graphic Arts;
These decreases were partially offset by the favorable impact of cost saving initiatives.

The 3.4 percentage point increase in adjusted EBITDA for Elektron as a percentage of net sales in 2018 from 2017 was primarily the result of:
•
Improved product mix, driven primarily by growth of SoluMag®;
•
Reduction in operational costs as part of our transformation plan;
These increases were partially offset by:
•
Reduced pricing on certain product lines to drive volume;
•
Higher distribution costs linked to growth of SoluMag®.


34

LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements arise primarily from obligations under our indebtedness, capital expenditures, acquisitions, the funding of working capital and the funding of hedging facilities to manage foreign exchange and commodity purchase price risks. We meet these requirements primarily through cash flows from operating activities, cash deposits and borrowings under the Revolving Credit Facility and accompanying ancillary hedging facilities and the Loan Notes due, 2021, 2023 and 2026. Our principal liquidity needs are:
•
funding acquisitions, including deferred contingent consideration payments;
•
capital expenditure requirements;
•
payment of shareholder dividends;
•
servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement;
•
working capital requirements, particularly in the short term as we aim to achieve organic sales growth; and
•
hedging facilities used to manage our foreign exchange and aluminum purchase price risks.
We believe that, in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales. Also, our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.
We have been in compliance with the covenants under the Loan Notes and the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2019.
Luxfer conducts all of its operations through its subsidiaries, joint ventures and affiliates. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.
Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee that we will generate sufficient cash flows from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.


35

Cash Flows
Operating activities
Cash provided by operating activities was $5.8 million in 2019 which includes approximately $20 million of cash spent on restructuring activities. It was primarily related to net income from operating activities, net of the following non-cash items: depreciation and amortization; asset impairment charges, pension contributions and net changes to assets and liabilities.
Cash provided by operating activities was $63.2 million in 2018. It was primarily related to net income from operating activities, net of the following non-cash items: depreciation and amortization; asset impairment charges, pension contributions and net changes to assets and liabilities.
Investing activities
Net cash used for investing activities was $8.3 million in 2019, compared to net cash used for investing activities of $10.0 million in 2018. The following investing activities impacted our cash flow:
Capital expenditures
Capital expenditures in 2019 and 2018 were $13.9 million in each year. We anticipate capital expenditures for 2020 to be around $15 million.
Proceeds from sale of business
In June 2019, the Company sold its Czech recycling business, for net cash proceeds of $4.4 million.
Acquisitions
During 2018, we completed the acquisition of 100% of Luxfer Holdings NA LLC, a previously 49%-owned joint venture, in exchange for the forgiveness of the joint venture partner's share on a loan from Luxfer Holdings PLC, (51% of $4.0 million). Cash balances held by the acquired entity resulted in net cash inflow of $2.7 million recorded in investing activities.
Financing activities
In 2019, net cash used for financing activities was $1.0 million (2018: $51.9 million). We made net drawdowns on our banking facilities of $14.0 million (2018: net repayments of $37.0 million) and dividend payments of $13.6 million (2018: $13.4 million), equating to $0.125 per ordinary share.
Loan Notes due 2018, 2023 and 2026
On May 13, 2011, our subsidiary, BA Holdings, Inc., entered into a note purchase agreement (the "Note Purchase Agreement") among us, our subsidiaries and the note purchasers, to issue $65 million aggregate principal amount of senior notes due 2018 in a U.S. private placement to an insurance company and related parties (the "Loan Notes due 2018"). The Loan Notes due 2018 bore interest at a rate of 6.19% per annum, and were due to mature on June 15, 2018.
On June 29, 2016, Luxfer agreed with the lender under the Loan Notes due 2018 to extend the maturity date of $50 million of the outstanding $65 million principal amount. The transaction was facilitated through the utilization of the Shelf Facility. The extension also includes a lower long-term fixed interest rate on the debt. The maturity date on $25 million was extended from June 2018 to June 2023 (the "Loan Notes due 2023") at a fixed interest rate of 4.88%; and the maturity date on $25 million was extended to June 2026 (the "Loan Notes due 2026") at a fixed interest rate of 4.94%. The revised loan documents also relaxed a number of provisions and covenants, including the removal of various restrictions on distributions, including dividends.
On June 14, 2018, our subsidiary, BA Holdings, Inc., repaid $15.0 million for the Loan Notes due 2018. This was facilitated through drawing down on the Senior Facilities Agreement.
The Note Purchase Agreement contains customary covenants and events of default, in each case with customary and appropriate grace periods and thresholds. In addition, the Note Purchase Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Note Purchase Agreement) to Net Finance Charges (as defined in the Note Purchase Agreement). We are required to maintain an interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Note Purchase Agreement) to Adjusted Acquisition EBITDA (as defined in the Note Purchase Agreement). We are required to maintain a leverage ratio of no more than 3.0:1. We have been in compliance with the covenants under the Note Purchase Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2019.
The Loan Notes due 2018, 2023 and 2026 and the Note Purchase Agreement are governed by the law of the State of New York.

36

The Loan Notes due 2018, 2023 and 2026 are denominated in U.S. dollars, which creates a natural partial offset between the dollar-denominated net assets and earnings of our U.S. operations and the dollar-denominated debt and related interest expense of the notes. We have included the Note Purchase Agreement and a form of the Loan Notes due 2018, 2023 and 2026 as exhibits to this Annual Report and refer you to the exhibits for more information on the Note Purchase Agreement and the Loan Notes due 2018, 2023 and 2026.
Loan Notes due 2021 and Shelf Facility
On September 18, 2014, we entered into a note purchase and shelf facility agreement (the "Note Purchase and Private Shelf Agreement") among us, our subsidiaries and the note purchasers, to issue $25 million aggregate principal amount of senior notes due 2021 in a U.S. private placement to an insurance company and related parties (the "Loan Notes due 2021"). This arrangement also allows for a further $50 million of borrowing through an uncommitted three-year shelf facility with the insurance company (the "Shelf Facility"). The Loan Notes due 2021 bear interest at a rate of 3.67% per annum, payable quarterly, and continuing until the principal amount of the Loan Notes 2021 has become due and payable. The Loan Notes due 2021 mature on September 15, 2021.
The Note Purchase and Private Shelf Agreement contains the same customary covenants and events of default as for the Note Purchase Agreement. The Note Purchase and Private Shelf Agreement also requires us to maintain compliance with the same, interest and leverage ratios as for the Note Purchase Agreement. Amounts drawn under the Shelf Facility in June 2016 were used to facilitate an extension of the maturity of $50 million of the outstanding principal amount of the Loan Notes due 2018.
We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to December 31, 2019.
The Loan Notes due 2021 and Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York.
Senior Facilities Agreement
Overview.    On May 13, 2011, we entered into the Senior Facilities Agreement with Lloyds TSB Bank plc, Clydesdale Bank PLC and Bank of America, N.A. Lloyds TSB Bank plc and Clydesdale Bank PLC were Mandated Lead Arrangers under the Senior Facilities Agreement. This agreement has been subject to a series of amendments. The most significant of these amendments were dated March 25, 2014, when two new banks, Santander U.K. plc and National Westminster Bank plc (a subsidiary of The Royal Bank of Scotland plc), joined the banking syndicate and July 31, 2017, when two banks left the banking syndicate, Santander U.K. plc and Bank of America, N.A., and were replaced by two new banks, Citibank, N.A and HSBC Bank plc.
The following is a summary of the terms of the Senior Facilities Agreement, as amended, that we believe are the most important. We have included the Senior Facilities Agreement as an exhibit to this Annual Report and refer you to the exhibit for more information on the Senior Facilities Agreement.
Structure.    The current Senior Facilities Agreement provides $150 million of committed debt facilities, in the form of a multi-currency (GBP sterling, U.S. dollars or euros) Revolving Credit Facility and an additional $50 million of uncommitted facilities through an accordion clause. The amended facilities mature July 31, 2022. As of December 31, 2019, we had drawn down $17.5 million under the Revolving Credit Facility (December 31, 2018: $nil).
Availability.    The facility is used for loans and overdrafts. Amounts unutilized under the Revolving Credit Facility (or, if the case, under the revolving portion of the Accordion) are allocated to ancillary facilities available under the Senior Facilities Agreement in connection with overdraft facilities, bilateral loan facilities and letter of credit facilities. As of December 31, 2019, we had drawn down $nil under the ancillary facilities (December 31, 2018: $nil). We may use amounts drawn under the Revolving Credit Facility for our general corporate purposes and certain capital expenditures, as well as for the financing of permitted acquisitions and reorganizations. As of December 31, 2019, $132.5 million (net of $17.5 million drawn down) was available under the Revolving Credit Facility. The last day we may draw funds from the Revolving Credit Facility is June 30, 2022.
The Company has a separate bonding facility for bank guarantees and documentary letters of credit denominated in GBP sterling of £5.5 million ($7.2 million), of which £1.5 million ($2.3 million) was drawn as of December 31, 2019. At December 31, 2018, the bonding facility was for £10.0 million ($12.8 million) of which £1.2 million ($1.5 million) was drawn.

37

Interest rates and fees.    Borrowings under the facility bear an interest rate equal to an applicable margin plus either EURIBOR, in the case of amounts drawn in euros, or LIBOR, in the case of amounts drawn in GBP sterling or U.S. dollars.
The applicable base margin for the Revolving Credit Facility is subject to adjustment each quarter end based on our leverage ratio, which is defined in the Senior Facilities Agreement as the ratio of the Total Net Debt to Adjusted Acquisition EBITDA (each as defined in the Senior Facilities Agreement) in respect of the rolling 12-month period ending on the last day of the relevant quarter.
The tables below sets out the range of ratios and the related margin percentage currently in effect.
 
Leverage
 
Margin
 
 
 
(% per annum)
 
 
Greater than 3.0:1
2.90

 
 
Less than or equal to 3.0:1, but greater than 2.5:1
2.50

 
 
Less than or equal to 2.5:1, but greater than 2.0:1
2.25

 
 
Less than or equal to 2.0:1, but greater than 1.5:1
2.00

 
 
Less than or equal to 1.5:1, but greater than 1.0:1
1.75

 
 
Less than or equal to 1.0:1
1.50

 
As of December 31, 2019, we had drawn down $17.5 million under the Revolving Credit Facility (December 31, 2018: $nil). A commitment fee is levied each quarter against any unutilized element of the Revolving Credit Facility, excluding overdraft or ancillary facilities. This was calculated at 40% of the applicable margin in force before the July 2017 amendment, following which it is now calculated at 35% of the applicable margin in force. During 2019, this fee percentage ranged between 0.5 and 0.6%.
Guarantees and security.    The renegotiated Senior Facilities Agreement, agreed in November 2012, removed all U.K. and U.S. security debentures from the agreement together with the cancellation of all share pledges, with no change to this in the March 2014 and July 2017 amendments.
Repayment of principal.    Any amounts borrowed under the Revolving Credit Facility must be paid at the end of an interest period agreed between the borrower (and Luxfer Holdings PLC acting on its behalf) and the agent when the loan is made.
Change of control.    In the event of a sale of all or substantially all of our business and / or assets or if any person or group of persons acting in concert gains direct or indirect control (as defined in the Senior Facilities Agreement) of Luxfer Holdings PLC, we will be required to immediately repay all outstanding amounts under the Revolving Credit Facility (and, if the case, the Accordion) and the ancillary facilities under the Senior Facilities Agreement.
Certain covenants and undertakings.    The Senior Facilities Agreement contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, us and our subsidiaries' ability to:
•
engage in mergers, demergers, consolidations or deconstructions;
•
change the nature of our business;
•
make certain acquisitions;
•
participate in certain joint ventures;
•
grant liens or other security interests on our assets;
•
sell, lease, transfer or otherwise dispose of assets, including receivables;
•
enter into certain non-arm's-length transactions;
•
grant guarantees;
•
pay off certain existing indebtedness;
•
make investments, loans or grant credit;
•
repurchase our shares;
•
issue shares or other securities; and
•
redeem, repurchase, decease, retire or repay any of our share capital.


38

We are permitted to dispose of assets up to $25 million in aggregate until July 2022, without restriction as to the use of the proceeds under the Senior Facilities Agreement. Above this level, we would need to seek agreement from the majority of the lenders under the Senior Facilities Agreement. In addition, we may pay dividends, subject to certain limitations.
In addition, the Senior Facilities Agreement requires us to maintain compliance with an interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Senior Facilities Agreement) to Net Finance Charges (as defined in the Senior Facilities Agreement). We are required to maintain a minimum interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Senior Facilities Agreement) to the Relevant Period Adjusted Acquisition EBITDA (as defined in the Senior Facilities Agreement). We are required to maintain a leverage ratio of no more than 3.0:1.
Any breach of a covenant in the Senior Facilities Agreement could result in a default under the Senior Facilities Agreement, in which case lenders could elect to declare all borrowed amounts immediately due and payable if the default is not remedied or waived within any applicable grace periods. Additionally, our and our subsidiaries' ability to make investments, incur liens and make certain restricted payments is also tied to ratios based on EBITDA.
We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2019.
Events of default.    The Senior Facilities Agreement contains customary events of default, in each case with customary and appropriate grace periods and thresholds, including, but not limited to:
•
non-payment of principal, interest or commitment fee;
•
violation of covenants or undertakings;
•
representations, warranties or written statements being untrue;
•
cross default and cross acceleration;
•
certain liquidation, insolvency, winding-up, attachment and bankruptcy events;
•
certain litigation, arbitration, administrative or environmental claims having a material adverse effect on us or any of our subsidiaries;
•
qualification by the auditors of our consolidated financial statements which is materially adverse to the interests of the lenders;
•
certain change of control events;
•
cessation of business;
•
material adverse change; and
•
certain Employee Retirement Income Security Act 1974 ("ERISA") matters.
Upon the occurrence of an event of default under the Senior Facilities Agreement, the lenders will be able to terminate the commitments under the senior secured credit facilities, and declare all amounts, including accrued interest, to be due and payable and to take certain other actions.
The Senior Facilities Agreement is governed by English law.
Dividends
We paid dividends in 2019 of $13.6 million (2018: $13.4 million), or $0.50 per ordinary share.
Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and IFRS as adopted by the E.U., which differ in some respects from U.S. GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.
Authorized shares
Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share.

39

Contractual obligations
The following summarizes our significant contractual obligations that impact our liquidity:
 
 
Payments Due by Period
 
 
In millions
Total
 
Less than
1 year
 
1 – 3
years
 
3 – 5
years
 
After
5 years
 
 
Contractual cash obligations
 

 
 

 
 

 
 

 
 

 
 
Loan Notes due 2021
$
25.0

 
$
—

 
$
25.0

 
$
—

 
$
—

 
 
Loan Notes due 2023
25.0

 
—

 
—

 
25.0

 
—

 
 
Loan Notes due 2026
25.0

 
—

 
—

 
—

 
25.0

 
 
Revolving Credit Facility
17.5

 
—

 
17.5

 
—

 
—

 
 
Deferred contingent consideration
0.5

 
0.5

 
—

 
—

 
—

 
 
Obligations under operating leases
22.0

 
3.9

 
5.4

 
2.8

 
9.9

 
 
Capital commitments
1.0

 
1.0

 
—

 
—

 
—

 
 
Interest payments
14.0

 
3.4

 
5.6

 
3.1

 
1.9

 
 
Total contractual cash obligations
$
130.0

 
$
8.8

 
$
53.5

 
$
30.9

 
$
36.8

 
 
 
 
 
 
 
 
 
 
 
 
 
Off-balance sheet measures
At December 31, 2019, we had no off-balance sheet arrangements.

COMMTIMENTS AND CONTINGENCIES
Capital commitments
At December 31, 2019, the Company had capital expenditure commitments of $1.0 million (2018: $2.5 million and 2017: $0.6 million) for the acquisition of new plant and equipment.
Committed banking facilities
At December 31, 2019, the Company had committed banking facilities of $150.0 million. The facilities were for providing loans, with a separate facility for letters of credit which at December 31, 2019, was £1.0 million ($1.3 million). Of the committed facilities, $17.5 million was drawn, no loans were drawn and no letters of credit were utilized. The Company also had two separate bonding facilities for bank guarantees, one denominated in GBP sterling of £4.5 million ($5.9 million), of which £1.5 million ($2.3 million) was utilized at December 31, 2019 and one denominated in USD of $0.4 million which was fully utilized at December 31, 2019.
At December 31, 2018, the Company had committed banking facilities of $150.0 million. The facilities were for providing loans and overdrafts, with a separate facility for letters of credit which at December 31, 2018, was £7.0 million ($8.9 million). Of the committed facilities, no loans were drawn and no letters of credit were utilized. The Company also has a separate bonding facility for bank guarantees denominated in GBP sterling of £3.0 million ($3.8 million), of which £1.5 million ($2.3 million) was utilized at December 31, 2018 and one denominated in USD of $0.4 million which was fully utilized at December 31,2019.
Contingencies
In February 2014, a cylinder was sold to a long-term customer and ruptured at one of their gas facilities. As a result of this rupture, three people were noted to have minor injuries such as loss of hearing. There was no major damage to assets of the customer. A claim has been launched by the three people who were injured in the incident. We reviewed our quality control checks from around the time which the cylinder was produced and no instances of failures have been noted. It has also been noted by the investigator that the customer has poor quality and safety checks. As a result we do not believe that we are liable for the incident, and therefore, do not currently expect this case to have a material impact on the Company's financial position or results of operations.

40

NEW ACCOUNTING STANDARDS
See ITEM 8, Note 1 of the notes to the Consolidated Financial Statements, included in this Form 10-K, for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future.
CRITICAL ACCOUNTING POLICIES
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Our significant accounting policies are more fully described in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry and information available from other outside sources, as appropriate. We consider an accounting estimate to be critical if:
•
it requires us to make assumptions about matters that were uncertain at the time we were making the estimate; and
•
changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.
Our critical accounting estimates include the following:
Impairment of goodwill and indefinite-lived intangibles
Goodwill
Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed.
Goodwill is tested at least annually for impairment and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is performed using a two-step process. In the first step, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. If the estimated fair value is less than the carrying amount of the reporting unit there is an indication that goodwill impairment exists and a second step must be completed in order to determine the amount of the goodwill impairment, if any that should be recorded. In the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation.
The fair value of each reporting unit is determined using a discounted cash flow analysis and market approach. Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations. This non-recurring fair value measurement is a "Level 3" measurement under the fair value hierarchy described in ITEM 8 - Note 11.
In developing our discounted cash flow analysis, assumptions about future revenues and expenses, capital expenditures and changes in working capital are based on our annual operating plan and long-term business plan for each of our reporting units. These plans take into consideration numerous factors including historical experience, anticipated future economic conditions, changes in raw material prices and growth expectations for the industries and end markets we participate in. These assumptions are determined over a three year long-term planning period. The three year growth rates for revenues and operating profits vary for each reporting unit being evaluated. Revenues and operating profit beyond 2022 are projected to grow at a perpetual growth rate of 2.3%.
Discount rate assumptions for each reporting unit take into consideration our assessment of risks inherent in the future cash flows of the respective reporting unit and our weighted-average cost of capital. We utilized discount rates ranging from 8.3% to 9.0% in determining the discounted cash flows in our fair value analysis.
We completed step one of our annual goodwill impairment evaluation as of the last day of the third quarter of 2019, 2018 and 2017 with each of our reporting units' fair value being substantially in excess of its carrying value apart from our Superform business unit within the Gas Cylinders segment. This resulted in an impairment in full of $1.3 million, disclosed within impairment costs on the income statement in 2018.

41

Identifiable intangible assets
Our primary identifiable intangible assets include: customer relationships and technology and traded related assets. Identifiable intangibles with finite lives are amortized and those identifiable intangibles with indefinite lives are not amortized. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. We complete our annual impairment test during the fourth quarter each year for those identifiable assets not subject to amortization.
Pension and other post-retirement plans
We sponsor U.S. and non-U.S. defined-benefit pension and other post-retirement plans. The amounts recognized in our consolidated financial statements related to our defined-benefit pension and other post-retirement plans are determined from actuarial valuations. Inherent in these valuations are assumptions, including: expected return on plan assets, discount rates, rate of increase in future compensation levels and health care cost trend rates. These assumptions are updated annually and are disclosed in ITEM 8, Note 13 to the Notes to Consolidated Financial Statements. Differences in actual experience or changes in assumptions may affect our pension and other post-retirement obligations and future expense.
We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year ("mark-to-market adjustment") and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change as they may each year. The primary factors contributing to actuarial gains and losses each year are (1) changes in the discount rate used to value pension and other post-retirement benefit obligations as of the measurement date and (2) differences between the expected and the actual return on plan assets. This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. The remaining components of pension expense, including service and interest costs and the expected return on plan assets, are recorded on a quarterly basis as ongoing pension expense.
Discount rate
The discount rate used represents the annualized yield based on a cash flow matched methodology with reference to an AA corporate bond spot curve and having regard to the duration of the Plan’s liabilities. This yield produced a weighted-average discount rate for our U.K. plans of 2.10% for 2019, 2.90% in 2018 and 2.40% in 2017. The discount rate on our U.S. plans was 3.10% in 2019, 4.20% in 2018 and 3.60% in 2017. There are no known or anticipated changes in our discount rate assumption that will impact our pension expense in 2020.
Expected rate of return
Our expected rate of return on plan assets for our U.K. plans was 4.10% for 2019, 4.90% in 2018 and 4.80% in 2017. The expected rate of return on our U.S. plans was 6.20% in 2019, 6.20% in 2018 and 6.00% in 2017. The expected rate of return is designed to be a long-term assumption that may be subject to considerable year-to-year variance from actual returns. In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecast economic conditions, our asset allocations, input from external consultants and broader longer-term market indices.
See ITEM 8, Note 13 of the Notes to Consolidated Financial Statements for further information regarding pension and other post-retirement plans.
Loss contingencies
Accruals are recorded for various contingencies including legal proceedings, self-insurance and other claims that arise in the normal course of business. The accruals are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarially determined estimates. Additionally, we record receivables from third party insurers when recovery has been determined to be probable.

42

Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assets to the amount more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactments date.
Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents. The tax benefit recognized, when the likelihood of realization is more likely-than-not (i.e. greater than 50 percent), is measured at the largest amount that is greater than 50 percent likely of being realized upon settlement.

43

Item 7A.    Quantitative and qualitative disclosures about market risk
Market risk is the potential economic loss arising from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, commodity prices and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange, commodity prices and interest rates. Counterparties to all derivative contracts are major financial institutions. All instruments are entered into for other than trading purposes. The major accounting policies and utilization of these instruments is described more fully in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements.
Foreign currency risk
We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. Periodically, we use derivative financial instruments to manage these risks. The functional currencies of our foreign operating locations are generally the local currency in the country of domicile. We manage these operating activities at the local level and revenues, costs, assets and liabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign exchange. However, our results of operations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar.
To hedge foreign currency risks, we enter into short duration currency contracts. The below table details the foreign currency contracts which we have in place over sales and purchases. Changes in the fair value of all derivatives are recognized immediately in income unless the derivative qualifies as a hedge of future cash flows. Gains and losses related to a hedge are deferred and recorded in the Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income ("AOCI") and subsequently recognized in the Consolidated Statements of Income and Comprehensive Statements of Income / (Loss) when the hedged item affects earnings.

 
 
December 31, 2019
 
 
Sales hedges
U.S. dollars
 
Euros
 
Japanese Yen
 
 
Contract totals/£m
0.1

 
7.6

 
0.1

 
 
Maturity dates
01/20

 
01/20 to 03/20

 
01/20

 
 
Exchange rates
1.2914

 
€1.1551 to €1.1750

 
142.86

 
 
Purchase hedges
U.S. dollars
 
Euros
 
Canadian dollars
 
 
Contract totals/£m
1.3

 
0.8

 
7.0

 
 
Maturity dates
03/20

 
03/20

 
01/20

 
 
Exchange rates
1.3228

 
1.1663

 
$1.7137 to $1.7664

 
 
 
December 31, 2018
 
 
Sales hedges
U.S. dollars
 
Euros
 
 
Contract totals/£m
4.8

 
7.2

 
 
Maturity dates
01/19 to 07/19

 
01/19 to 07/19

 
 
Exchange rates
$1.2519 to $1.3419

 
€1.0949 to €1.1702

 
 
Purchase hedges
U.S. dollars
 
Euros
 
Canadian dollars
 
Czech koruna
 
 
Contract totals/£m
7.5

 
1.7

 
2.9

 
0.1

 
 
Maturity dates
01/19 to 07/19

 
01/19 to 06/19

 
01/19 to 03/19

 
01/19

 
 
Exchange rates
$1.2609 to $1.3380

 
€1.1074 to €1.1221

 
$1.7039 to $1.7416

 
28.449

 

44

Commodity price risk
We are exposed to commodity price risks in relation to the purchases of our raw materials. Primary aluminum is a global commodity, with its principal trading market on the LME. In the normal course of business, we are exposed to aluminum price volatility to the extent that the costs of aluminum purchases are more closely related to the LME price than the sales prices of certain of our products. Our Gas Cylinders Segment will buy various aluminum alloys, in log, sheet, or tube form, and the contractual price will usually include an LME-linked base price plus a premium for a particular type of alloy and the cost of casting, rolling or extruding. The price of high-grade aluminum, which is actively traded on the LME, has fluctuated significantly in recent years. The price remains volatile and difficult to predict. Since aluminum is the Gas Cylinders Segment's largest single raw material cost, these fluctuations in the price of aluminum can affect this segment's and our financial results. In order to help mitigate this risk, we enter from time to time into LME-related transactions in the form of commodity contracts. Historically we have also ordered a certain amount of our aluminum billet purchases on a forward fixed price.
There is no similar financial market to hedge magnesium, zirconium raw materials or carbon fiber, and prices for these raw materials have been volatile in recent years with some increasing substantially. To help mitigate these risks, we have a number of fixed-price supply contracts for these raw materials, which limit our exposure to price volatility over a calendar year. However, we remain exposed over time to rising prices in these markets, and therefore rely on the ability to pass on any major price increases to our customers in order to maintain our levels of profitability for zirconium, and magnesium-based products. We have also in the last few years, when we felt it was appropriate, made additional physical purchases of magnesium and some rare earth chemicals to delay the impact of higher prices, but this has had a cash flow impact on occasion thereby leading to greater utilization of our revolving credit bank facilities.
Interest rate risk
As of December 31, 2019, we had both fixed rate and variable rate debt outstanding on our consolidated balance sheet. As a result of this exposure, we have in the past hedged interest payable under our floating rate indebtedness based on a combination of forward rate agreements, interest rate caps and swaps. There were no fixed or variable rate interest hedge agreements in place as of December 31, 2019, and December 31, 2018.
The Group has exposure to variable interest rates when it draws down on the revolving credit facilities. As a result of this exposure, the Group may decide to hedge interest payable based on a combination of forward rate agreements, interest rate caps and swaps. It has also used fixed rate debt within its financing structure to mitigate volatility in interest rate movements as disclosed in Notes 10 and 11 in the Notes to the Consolidated Financial Statements.
Total debt and debt funding to joint ventures and associates, at December 31, 2019, all related to fixed interest rate debt and so there was no interest rate risk at that date.



45

Item 8.        Financial Statements and Supplementary Data

Luxfer Holdings PLC
Index to Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
Page
 
 
Report of Independent Registered Public Accounting Firm
 
47

 
 
Consolidated Statements of Income
 
49

 
 
Consolidated Statements of Comprehensive Income / (Loss)
 
50

 
 
Consolidated Balance Sheets
 
51

 
 
Consolidated Statements of Cash Flows
 
52

 
 
Consolidated Statements of Changes in Equity
 
53

 
 
Notes to Consolidated Financial Statements
 
54

 



46


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Luxfer Holdings PLC

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Luxfer Holdings PLC and its subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to a combination of deficiencies in the Luxfer MEL Technologies business unit over certain information technology general controls for a new ERP system and over certain process-level controls, which arose as a consequence of the implementation of the new ERP system.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2019 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


47

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  




PricewaterhouseCoopers LLP (signed)
Manchester, United Kingdom
March 9, 2020

We have served as the Company’s auditor since 2015.



48

LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF INCOME
 
 
 
Years Ended December 31,
 
 
In millions, except share and per-share data
 
2019
 
2018
 
2017
 
 
Net sales
 
$
443.5

 
$
487.9

 
$
441.3

 
 
Cost of goods sold
 
(335.5
)
 
(365.8
)
 
(332.7
)
 
 
Gross profit
 
108.0

 
122.1

 
108.6

 
 
Selling, general and administrative expenses
 
(55.1
)
 
(60.8
)
 
(68.1
)
 
 
Research and development
 
(5.7
)
 
(6.4
)
 
(7.8
)
 
 
Restructuring charges
 
(25.9
)
 
(13.4
)
 
(8.4
)
 
 
Impairment charges
 
(5.0
)
 
(7.2
)
 
(3.7
)
 
 
Acquisition related (costs) / credits
 
(1.4
)
 
(4.3
)
 
1.3

 
 
Other charges
 
(2.5
)
 
—

 
—

 
 
Operating income
 
12.4

 
30.0

 
21.9

 
 
Interest expense
 
(4.7
)
 
(5.0
)
 
(6.6
)
 
 
Interest income
 
0.1

 
0.4

 
0.3

 
 
Defined benefit pension credit
 
1.3

 
4.7

 
4.2

 
 
Income before income taxes and equity in net income of affiliates
 
9.1

 
30.1

 
19.8

 
 
Provision for income taxes
 
(6.7
)
 
(5.5
)
 
(3.3
)
 
 
Income before equity in net income of affiliates
 
2.4

 
24.6

 
16.5

 
 
Equity in income of affiliates (net of tax)
 
0.7

 
0.4

 
0.1

 
 
Net income
 
$
3.1

 
$
25.0

 
$
16.6

 
 
 
 
 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
 
 
Basic
 
$
0.11

 
$
0.94

 
$
0.63

 
 
Diluted
 
$
0.11

 
$
0.90

 
$
0.62

 
 
Weighted average ordinary shares outstanding
 
 
 
 
 
 
 
 
Basic
 
27,289,042

 
26,708,469

 
26,460,947

 
 
Diluted
 
27,882,864

 
27,692,262

 
26,723,981

 

See accompanying notes to consolidated financial statements

49

LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
 
Years Ended December 31,
 
 
In millions
 
2019
 
2018
 
2017
 
 
Net income
 
$
3.1

 
$
25.0

 
$
16.6

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive (loss) / income
 
 
 
 
 
 
 
 
Net change in foreign currency translation adjustment
 
0.6

 
(6.4
)
 
11.9

 
 
Pension and post-retirement actuarial (losses) / gains, net of $0.9, $0.3 and $0.6 tax, respectively
 
(3.9
)
 
1.1

 
3.3

 
 
Cash flow hedges, net of $0.1, $0.0 and $0.6 of tax, respectively
 
0.3

 
(0.6
)
 
3.1

 
 
Other comprehensive (loss) / income, net of tax
 
(3.0
)
 
(5.9
)
 
18.3

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
0.1

 
$
19.1

 
$
34.9

 

See accompanying notes to consolidated financial statements


50

LUXFER HOLDINGS PLC
CONSOLIDATED BALANCE SHEETS
 
 
 
December 31,
 
 
In millions, except share and per-share data
 
2019
 
2018
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
 
$
10.2

 
$
13.8

 
 
Restricted cash
 
0.1

 
0.3

 
 
Accounts and other receivables, net of allowances of $1.3 and $2.4 respectively
 
66.3

 
62.7

 
 
Inventories
 
94.5

 
93.6

 
 
Other current assets
 
5.0

 
10.7

 
 
Total current assets
 
$
176.1

 
$
181.1

 
 
Non-current assets
 
 
 
 
 
 
Property, plant and equipment, net
 
$
98.9

 
$
106.9

 
 
Right-of-use assets from operating leases
 
14.8

 
18.4

 
 
Goodwill
 
68.8

 
67.6

 
 
Intangibles, net
 
13.6

 
14.6

 
 
Deferred tax assets
 
15.8

 
18.6

 
 
Investments and loans to joint ventures and other affiliates
 
2.3

 
1.6

 
 
Total assets
 
$
390.3

 
$
408.8

 
 
Current liabilities
 
 
 
 
 
 
Current maturities of long-term debt and short-term borrowings
 
$
—

 
$
3.5

 
 
Accounts payable
 
36.4

 
36.9

 
 
Accrued liabilities
 
25.2

 
33.8

 
 
Taxes on income
 
0.1

 
1.6

 
 
Other current liabilities
 
12.3

 
15.4

 
 
Total current liabilities
 
$
74.0

 
$
91.2

 
 
Non-current liabilities
 
 
 
 
 
 
Long-term debt
 
$
91.4

 
$
73.6

 
 
Pensions and other retirement benefits
 
35.2

 
40.0

 
 
Deferred tax liabilities
 
2.5

 
3.5

 
 
Other non-current liabilities
 
12.8

 
16.2

 
 
Total liabilities
 
$
215.9

 
$
224.5

 
 
Shareholders' equity
 
 
 
 
 
 
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2019 and 2018; issued and outstanding 29,000,000 shares for 2019 and 2018 
 
$
26.6

 
$
26.6

 
 
Deferred shares of £0.0001 par value; authorized, issued and outstanding 761,835,338,444 shares for 2019 and authorized 761,845,318,444; issued and outstanding 761,835,338,444 shares for 2018
 
149.9

 
149.9

 
 
Additional paid-in capital
 
68.4

 
65.6

 
 
Treasury shares
 
(4.0
)
 
(4.3
)
 
 
Own shares held by ESOP
 
(1.7
)
 
(2.2
)
 
 
Retained earnings
 
84.8

 
95.3

 
 
Accumulated other comprehensive loss
 
(149.6
)
 
(146.6
)
 
 
Total shareholders' equity
 
$
174.4

 
$
184.3

 
 
Total liabilities and shareholders' equity
 
$
390.3

 
$
408.8

 
See accompanying notes to consolidated financial statements

51

LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
Years Ended December 31,
 
 
In millions
 
2019
 
2018
 
2017
 
 
Operating activities
 
 
 
 
 
 
 
 
Net income
 
$
3.1

 
$
25.0

 
$
16.6

 
 
Adjustments to reconcile net income to net cash provided by (used for) operating activities
 
 
 
 
 
 
 
 
   Equity income of unconsolidated affiliates
 
(0.7
)
 
(0.4
)
 
(0.1
)
 
 
   Depreciation
 
14.1

 
17.8

 
17.0

 
 
   Amortization of purchased intangible assets
 
1.2

 
1.2

 
1.3

 
 
   Amortization of debt issuance costs
 
0.3

 
0.3

 
0.6

 
 
   Share-based compensation charge
 
4.5

 
4.8

 
3.1

 
 
   Deferred income taxes
 
3.2

 
0.2

 
(2.7
)
 
 
   Loss on disposal of property, plant and equipment
 
0.2

 
0.3

 
0.1

 
 
   Gain on disposal of business
 
(2.9
)
 
—

 
—

 
 
   Asset impairment charges
 
10.0

 
13.9

 
5.9

 
 
   Defined benefit pension credit
 
(2.8
)
 
(4.0
)
 
(3.4
)
 
 
   Defined benefit pension contributions
 
(7.9
)
 
(7.9
)
 
(8.4
)
 
 
Changes in assets and liabilities, net of effects of business acquisitions
 
 
 
 
 
 
 
 
   Accounts and notes receivable
 
(2.7
)
 
5.8

 
(11.5
)
 
 
   Inventories
 
0.3

 
(15.5
)
 
4.9

 
 
   Other current assets
 
(1.0
)
 
1.1

 
1.3

 
 
   Accounts payable
 
(0.8
)
 
7.3

 
1.5

 
 
   Accrued liabilities
 
(11.6
)
 
4.8

 
13.5

 
 
   Other current liabilities
 
(0.9
)
 
9.9

 
(2.0
)
 
 
   Other non-current assets and liabilities
 
0.2

 
(1.4
)
 
1.1

 
 
Net cash provided by operating activities
 
$
5.8

 
$
63.2

 
$
38.8

 
 
Investing activities
 
 
 
 
 
 
 
 
Capital expenditures
 
$
(13.9
)
 
$
(13.9
)
 
$
(10.5
)
 
 
Proceeds from sale of property, plant and equipment
 
1.2

 
0.1

 
0.1

 
 
Proceeds from sale of businesses and other
 
4.4

 
—

 
0.1

 
 
Investments in unconsolidated affiliates
 
—

 
1.1

 
(1.0
)
 
 
Acquisitions, net of cash acquired
 
—

 
2.7

 
(4.7
)
 
 
Net cash used for investing activities
 
$
(8.3
)
 
$
(10.0
)
 
$
(16.0
)
 
 
Financing activities
 
 
 
 
 
 
 
 
Net (repayments) / drawdowns of short term borrowings
 
$
(3.5
)
 
$
(15.7
)
 
$
4.2

 
 
Net drawdowns / (repayments) of long-term borrowings
 
17.5

 
(21.3
)
 
(13.4
)
 
 
Debt issuance costs
 
—

 
—

 
(0.6
)
 
 
Deferred consideration paid
 
(0.5
)
 
(0.8
)
 
(1.4
)
 
 
Proceeds from sale of shares
 
3.5

 
6.6

 
—

 
 
Dividends paid
 
(13.6
)
 
(13.4
)
 
(13.3
)
 
 
Share based compensation cash paid

(4.4
)

(7.3
)

(0.6
)
 
 
Net cash used for financing activities
 
$
(1.0
)
 
$
(51.9
)
 
$
(25.1
)
 
 
Effect of exchange rate changes on cash and cash equivalents
 
(0.3
)
 
(0.5
)
 
2.0

 
 
Net (decrease) / increase
 
$
(3.8
)
 
$
0.8

 
$
(0.3
)
 
 
Cash, cash equivalents and restricted cash; beginning of year
 
14.1

 
13.3

 
13.6

 
 
Cash, cash equivalents and restricted cash; end of year
 
10.3

 
14.1

 
13.3

 
 
 
 
 
 
 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
 
 
 
 
Interest payments
 
$
4.6

 
$
4.6

 
$
6.2

 
 
Income tax payments
 
6.1

 
2.9

 
4.1

 
See accompanying notes to consolidated financial statements

52

LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 
In millions,
 
Ordinary
share
capital
 
Deferred
share
capital
 
Additional paid-in capital
 
Treasury shares Number
Treasury shares Amount
 
Own shares held by ESOP Number
Own shares held by ESOP Amount
 
Retained
earnings
 
Accumulated other comprehensive loss
 
Total
equity
 
 
At January 1, 2017
 
$
25.3

 
$
150.9

 
$
60.0

 
(0.6
)
$
(7.1
)
 
(0.1
)
$
(0.5
)
 
$
80.8

 
$
(159.0
)
 
$
150.4

 
 
Net income
 
—

 
—

 
—

 
—

—

 
—

—

 
16.6

 
—

 
16.6

 
 
Other comprehensive loss, net of tax
 
—

 
—

 
—

 
—

—

 
—

—

 
—

 
18.3

 
18.3

 
 
Dividends declared and paid
 
—

 
—

 
—

 
—

—

 
—

—

 
(13.3
)
 
—

 
(13.3
)
 
 
Share based compensation
 
—

 
—

 
2.5

 
—

—

 
—

—

 
—

 
—

 
2.5

 
 
Common shares repurchased and classified as treasury shares
 
—

 
—

 
—

 
0.1

0.8

 
(0.1
)
(0.8
)
 
—

 
—

 
—

 
 
Purchase of shares from ESOP
 
—

 
—

 
(0.5
)
 
—

0.5

 
—

—

 
—

 
—

 
—

 
 
Utilization of treasury shares to satisfy share based compensation
 
—

 
—

 
(0.4
)
 
—

—

 
0.1

0.3

 
0.1

 
—

 
—

 
 
At December 31, 2017
 
$
25.3

 
$
150.9

 
$
62.1

 
(0.5
)
$
(5.8
)
 
(0.1
)
$
(1.0
)
 
$
83.7

 
$
(140.7
)
 
$
174.5

 
 
Net income
 
—

 
—

 
—

 
—

—

 
—

—

 
25.0

 
—

 
25.0

 
 
Issue of new shares
 
1.3

 
—

 
—

 
—

—

 
(1.9
)
(1.3
)
 
—

 
—

 
—

 
 
Cancellation of deferred shares
 
—

 
(1.0
)
 
1.0

 
—

—

 
—

—

 
—

 
—

 
—

 
 
Shares sold from ESOP
 
—

 
—

 
6.2

 
—

—

 
0.5

0.4

 
—

 
—

 
6.6

 
 
Other comprehensive income, net of tax
 
—

 
—

 
—

 
—

—

 
—

—

 
—

 
(5.9
)
 
(5.9
)
 
 
Dividends declared and paid
 
—

 
—

 
—

 
—

—

 
—

—

 
(13.4
)
 
—

 
(13.4
)
 
 
Share based compensation
 
—

 
—

 
(2.5
)
 
—

—

 
—

—

 
—

 
—

 
(2.5
)
 
 
Purchase of shares into ESOP
 
—

 
—

 
—

 
0.1

1.4

 
(0.1
)
(1.4
)
 
—

 
—

 
—

 
 
Utilization of treasury shares to satisfy share based compensation
 
—

 
—

 
(0.1
)
 
—

0.1

 
—

—

 
—

 
—

 
—

 
 
Utilization of shares from ESOP to satisfy share based compensation
 
—

 
—

 
(1.1
)
 
—

—

 
—

1.1

 
—

 
—

 
—

 
 
At December 31, 2018
 
$
26.6

 
$
149.9

 
$
65.6

 
(0.4
)
$
(4.3
)
 
(1.6
)
$
(2.2
)
 
$
95.3

 
$
(146.6
)
 
$
184.3

 
 
Net income
 
—

 
—

 
—

 
—

—

 
—

—

 
3.1

 
—

 
3.1

 
 
Shares sold from ESOP
 
—

 
—

 
3.3

 
—

—

 
0.2

0.2

 
—

 
—

 
3.5

 
 
Other comprehensive loss, net of tax
 
—

 
—

 
—

 
—

—

 
—

—

 
—

 
(3.0
)
 
(3.0
)
 
 
Dividends declared and paid
 
—

 
—

 
—

 
—

—

 
—

—

 
(13.6
)
 
—

 
(13.6
)
 
 
Share based compensation
 
—

 
—

 
4.1

 
—

—

 
—

—

 
—

 
—

 
4.1

 
 
Utilization of treasury shares to satisfy share based compensation
 
—

 
—

 
(0.1
)
 
—

0.3

 
—



 
—

 
—

 
0.2

 
 
Utilization of shares from ESOP to satisfy share based compensation
 
—

 
—

 
(4.5
)
 
—

—

 
0.2

0.3

 
—

 
—

 
(4.2
)
 
 
At December 31, 2019
 
$
26.6

 
$
149.9

 
$
68.4

 
(0.4
)
$
(4.0
)
 
(1.2
)
$
(1.7
)
 
$
84.8

 
$
(149.6
)
 
$
174.4

 

Ordinary share capital includes 29,000,000 shares in 2019, 29,000,000 shares in 2018 and 27,136,799 shares in 2017.
Deferred share capital includes 761,835,338,444 shares in 2019, 761,835,338,444 shares in 2018 and 769,413,708,000 shares in 2017.
See accompanying notes to consolidated financial statements

53

LUXFER HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.    Summary of Significant Accounting Policies
Business description Luxfer Holdings PLC is a global materials technology company specializing in the innovation and manufacture of high-performance materials, components and devices for transportation, defense and emergency response, healthcare and general industrial applications. It comprises two reportable segments being Gas Cylinders and Elektron.
Principles of consolidation                                         The consolidated financial statements comprise the financial statements of Luxfer Holdings PLC and its subsidiaries (collectively "we," "our," "Luxfer" ) that we control. Investments in unconsolidated affiliates, where we have the ability to exercise significant influence over the operating and financial policies, are accounted for using the equity method. All inter-company balances and transactions, including unrealized profits arising from intra-Company transactions, have been eliminated in full.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and are presented in U.S. dollars ("USD"). The books of the Company's non-U.S. entities are converted to USD at each reporting period date in accordance with the accounting policy below. The functional currency of the holding company Luxfer Holdings PLC and its U.K. subsidiaries is pounds sterling (GBP), being the most appropriate currency for those particular operations.
Fiscal year                                                    Our fiscal year ends on December 31. Beginning in the first quarter of 2018, we began reporting our interim quarterly periods on a 13-week basis ending on a Sunday. Prior to the first quarter of 2018 we reported our interim quarterly periods on a calendar quarter basis.
Use of estimates                                                The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include our accounting for valuation of goodwill, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, cost-to-cost revenue recognition, assets acquired and liabilities assumed in acquisitions, estimated selling proceeds from assets held for sale, contingent liabilities, measurement of contingent consideration, income taxes and pension benefits. Actual results could differ from our estimates.
Goodwill and other identifiable intangible assets                                Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. The measurement of non-controlling interest is at fair value and is determined on a transaction by transaction basis. Acquisition costs are expensed as incurred.
Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition-date fair value of the consideration transferred and the amount recognized for the non-controlling interest over the net identifiable amounts of the assets acquired and the liabilities assumed in exchange for the business combination. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested annually for impairment and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is performed using a two-step process. In the first step, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. If the estimated fair value is less than the carrying amount of the reporting unit there is an indication that goodwill impairment exists and a second step must be completed in order to determine the amount of the goodwill impairment, if any, that should be recorded. In the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the Company's reporting units that are expected to benefit from the combination.



54

1.    Summary of Significant Accounting Policies (continued)
Goodwill and other identifiable intangible assets (continued)
Assumptions and judgments are required in calculating the fair value of the reporting units. In developing our discounted cash flow analysis, assumptions about future revenues and expenses, capital expenditures and changes in working capital are based on our annual operating plan and long-term business plan for each of our reporting units. These plans take into consideration numerous factors including historical experience, anticipated future economic conditions, changes in raw material prices and growth expectations for the industries and end markets we participate in. These assumptions are determined over a three year long-term planning period. The three year growth rates for revenues and operating profits vary for each reporting unit being evaluated. Revenues and operating profit beyond 2022 are projected to grow at a perpetual growth rate of 2.3%.
Discount rate assumptions for each reporting unit take into consideration our assessment of risks inherent in the future cash flows of the respective reporting unit and our weighted-average cost of capital. We utilized discount rates ranging from 8.3% to 9.0% in determining the discounted cash flows in our fair value analysis.
The fair value of the reporting units substantially exceeded the carrying value for all reporting units that have goodwill allocated.
A bargain purchase is measured at cost being the excess of the net identifiable amounts of the assets acquired and the liabilities assumed in exchange for the business combination over the aggregate of the acquisition-date fair value of the consideration transferred and the amount recognized for the non-controlling interest, if any. If after reassessing the fair values the conclusion remains that there has been a bargain purchase gain, then any amount of a bargain purchase is recognized immediately as income.
Contingent consideration arising as a result of a business combination is recognized at fair value at the acquisition date. Subsequent changes in the fair value of contingent consideration classified as an asset or liability are recorded as either a gain or a loss within acquisition related costs / credits in the consolidated statements of income.
Other intangible assets are measured initially at cost, or where acquired in a business combination at fair value, and are amortized on a straight-line basis over their estimated useful lives as shown in the table below.
 
Customer relationships
10 – 15 years
 
 
Technology and trading related
5 – 25 years
 

The carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Reviews are made annually of the estimated remaining lives and residual values of the patents and trademarks.
Variable interest entities
We have interests in certain joint venture entities that are variable interest entities ("VIEs"). Determining whether to consolidate a VIE may require judgment in assessing (i) whether an entity is a VIE and (ii) if we are the entity's primary beneficiary and thus required to consolidate the entity. To determine if we are the primary beneficiary of a VIE, we evaluate whether we have (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding and financing and other applicable agreements and circumstances. Our assessment of whether we are a primary beneficiary of our VIEs requires the application of significant assumptions and judgment.




55

1.    Summary of Significant Accounting Policies (continued)
Investments in affiliates
The company owns interests in the following affiliates:
 
Name of company
Country of
incorporation
Holding
Proportion of voting rights and shares held
Classification
Consolidation method
 
 
Luxfer Uttam India Private Limited
India
Ordinary shares
51%
Joint venture (VIE)
Equity method
 
 
Nikkei-MEL Co. Limited
Japan
Ordinary shares
50%
Joint venture
Equity method
 
 
Sub161 Pty Limited
Australia
Ordinary shares
26.4%
Associate
(VIE)
Equity method
 

We are not the primary beneficiary for any of the above noted VIEs, and therefore do not consolidate these and use the equity method to account for their results.
Property, plant and equipment, net                                        Property, plant and equipment is stated at historic cost less accumulated depreciation and any impairment in value. Depreciation is initially calculated on a straight-line basis over the estimated useful life of the particular asset. The depreciation expense during 2019, 2018 and 2017 was $14.1 million, $17.8 million and $17.0 million, respectively. As a result of the complexity of our manufacturing process, there is a wide range of plant and equipment in operation. The estimated useful lives is summarized as follows:
 
Freehold buildings
10 - 33 years
 
 
Leasehold land and buildings
The lesser of life of lease or freehold rate
 
 
Machinery and equipment
3 - 25 years
 
 
Including:
 
 
 
Heavy production equipment (including casting, rolling, extrusion and press equipment)
20 - 25 years
 
 
Chemical production plant and robotics
7 - 10 years
 
 
Other production machinery
5 - 10 years
 
 
Furniture, fittings, storage and equipment
3 - 10 years
 
 
Computer software
4 - 7 years
 

Freehold land is not depreciated.
Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account of commercial and technological obsolescence as well as normal wear and tear.
We review the carrying value for any individual asset for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying value exceeds the estimated recoverable amount, the asset is written-down to its estimated recoverable amount. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset or asset group, an impairment loss is recognized for the difference between estimated fair value and carrying value. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets. The measurement of impairment requires us to estimate future cash flows and the fair value of long-lived assets. During 2019 we recorded an impairment of $4.6 million (2018: $6.6 million) in relation to restructuring activities. There was also a $5.2 million charge, recorded within impairment charges, relating to plant and equipment held in our Superform business, following the downturn in the European luxury automotive market. In 2018 the $3.4 million charge arose from the fair value adjustment in relation to the sale of the Czech business, recorded in impairment charges. In 2017 we recorded an impairment of $1.5 million as part of an annual exercise to review the use of our long-lived assets.

56

1.    Summary of Significant Accounting Policies (continued)
Impairments
The Company will recognize impairments in relation to property, plant and equipment, investments and goodwill, other identifiable intangible assets and other long-lived assets in accordance with the above policies. Impairments relating to restructuring activities, incurred to exit an activity or location, will be recorded within the restructuring line on the Statement of Income, other impairments will be recorded within impairment charges line on the Statement of Income.
The impairment line item in 2019 relates to: a $5.2 million charge relating to plant and equipment held in our Superform business; partially offset by a true-up upon the final sale of the Czech business, $0.2 million credit, (2018: $3.4 million charge). In 2018 there was also a $2.4 million write-off in relation to the acquisition of Luxfer Holdings NA LLC and $1.3 million of goodwill impairment within the Superform business unit.
Revenue Recognition                                                
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. There is no variable consideration or obligations for returns, refunds, and no other related obligations in the Company’s contracts.
Payment terms and conditions vary by contract type and may include a requirement of payment in advance. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.
The Company’s revenue is primarily derived from the following sources and are recognized when or as the Company satisfies a performance obligation by transferring a good or service to a customer.
Product revenues
We recognize revenue when it is realized or realizable and has been earned. Revenue is recognized when persuasive evidence of an arrangement exists, shipment or delivery has occurred (depending on the terms of the sale), which is when the transfer of product or control occurs, our price to the buyer is fixed or determinable, and the ability to collect is reasonably assured.
Royalties
Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreements, provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably.
Tooling revenue
Revenue from certain long-term tooling contracts is recognized over the contractual period under the cost-to-cost measure of progress as this is when the benefit is received by the customer. Incremental direct costs associated with the contract include, direct labor hours, direct raw material costs and other associated costs. Under this method, sales and gross profit are recognized as work is performed either based on the relationship between the actual costs incurred and the total estimated costs at completion (“the cost-to-cost method”) or based on efforts for measuring progress towards completion in situations in which this approach is more representative of the progress on the contract than the cost-to-cost method. We record costs and earnings in excess of billings on uncompleted contracts within Other current assets and billings in excess of costs and earnings on uncompleted contracts within Other current liabilities in the Consolidated Balance Sheets. Where customer acceptance is on final completion and handover of the tool, revenue is recognized at the point the customer accepts ownership of the tool.
Practical Expedients
The Company has applied the transition practical expedient and does not disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue for the fiscal year beginning January 1, 2016.
In addition, the Company applies the practical expedient and does not disclose information about remaining performance obligations for contracts that have original expected durations of one year or less.

57


1.    Summary of Significant Accounting Policies (continued)
Cash, Cash Equivalents and Restricted Cash                                    We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Restricted cash is recognized separately in the Consolidated Balance Sheets. Restricted cash balances were $0.1 million at December 31, 2019 and $0.3 million at December 31, 2018. The $0.1 million in 2019 (2018: $0.3 million) is held in escrow to disburse environmental liabilities recognized as a result of the acquisition of the Specialty Metals division of ESM Inc in 2017.
Inventories                                                Inventories are stated at the lower of cost or net realizable value. Raw materials are valued on a first-in, first-out basis. Strategic purchases of inventories in order to secure supply and reduce the impact of price volatility on the cost of inventories are valued on a weighted-average cost basis. Work in progress and finished goods costs comprise direct materials and, where applicable, direct labor costs, an apportionment of production overheads and any other costs that have been incurred in bringing the inventories to their present location and condition. Inventories are reviewed on a regular basis, and we will make allowance for excess or obsolete inventories and write-down to net realizable value based primarily on committed sales prices and our estimates of expected and future product demand and related pricing.
Research and Development                                            Included within research and development costs are directly attributable salaries, materials and consumables, as well as third-party contractor fees and research costs. These costs are expensed as incurred.
Foreign currencies                                            Transactions in currencies other than an operation's functional currency are initially recorded in the functional currency at the rate of exchange prevailing on the dates of transactions. At each balance sheet date, the foreign currency monetary assets and liabilities of each operation are translated into the functional currency of that operation at the rates prevailing on the balance sheet date.
All differences are taken to the consolidated statement of income / (loss), with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These differences on foreign currency borrowings are taken directly to equity until the disposal of the net investment, at which time they are recognized in the consolidated statement of income / (loss). Tax charges and credits attributable to exchange differences on those borrowings are also included in equity.
On consolidation, the assets and liabilities of the Company's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences that arise, if any, are included in Accumulated other comprehensive income / (loss) (“AOCI”), a separate component of equity. Such translation differences are recognized in the consolidated statements of income / (loss) in the period in which the Company loses control of the operation or liquidation.
During 2019, the average USD/GBP sterling exchange rate was £0.7820 compared to the 2018 average of £0.7509. This change resulted in a negative impact of $6.1 million on revenue and $1.6 million on operating income. Based on the 2019 level of revenue and income, a weakening in GBP sterling leading to a £0.05 increase in the USD/GBP sterling exchange rate would result in a decrease of $10.6 million in revenue and $0.1 million in operating net income.
During 2019, the average USD/Euro exchange rate was €0.8943, compared to the 2018 average of €0.8472. This change resulted in a negative impact of $0.2 million on revenue and $0.6 million on operating profit. Based on the 2019 level of revenue and income, a weakening in the Euro leading to a €0.05 increase in the Euro to U.S. dollar exchange rate would result in a decrease of $0.2 million in revenue and $1.1 million change to operating profit.

58

1.    Summary of Significant Accounting Policies (continued)
Income taxes                                                    Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assets to the amount more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactments date.
Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents. The tax benefit recognized, when the likelihood of realization is more likely-than-not (i.e. greater than 50 percent), is measured at the largest amount that is greater than 50 percent likely of being realized upon settlement.
Employee benefit plans                                            The Company operates funded defined benefit pension plans in the U.K., the U.S. and France. The levels of funding are determined by periodic actuarial valuations that take into account changes in actuarial assumptions, including discount rates and expected returns on plan assets. The assets of the plans are generally held in separate trustee-administered funds. The Company also operates defined contribution plans in the U.K., the U.S., Australia and Canada.
Actuarial assumptions are updated annually and are disclosed in Note 13. We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year (“mark-to-market adjustment”) and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change, as they may each year. The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis.
Payments to defined contribution plans are charged as an expense as they fall due.
Commitments and contingencies                                        Loss contingencies are recognized when the Company has a present obligation as a result of a past event, it is probable that a transfer of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Share-based compensation                                            We account for share-based compensation awards on a fair value basis. The estimated grant date fair value of each option award is recognized in income on an accelerated basis over the requisite service period (generally the vesting period). The estimated fair value of each option award is calculated using the Black-Scholes option-pricing model, which is subjective and involves the application of significant estimates and assumptions, including the expected term of the award, implied volatility, expected dividend yield and the risk-free interest rate. Restricted share awards and units are recorded as compensation cost on an accelerated basis over the requisite service periods based on the market value on the date of the grant.
Performance share units ("PSU") are stock awards where the ultimate number of shares issued will be contingent on the Company's performance against certain financial performance targets. The fair value of each PSU is based on the market value on the date of grant. We recognize expense based upon the fair value of the awards on the grant date and the estimated vesting of the PSUs granted. The estimated vesting of the performance share units is based on the probability of achieving certain financial performance thresholds over the specified performance period.                            

59

1.    Summary of Significant Accounting Policies (continued)
Trade receivables and concentration of credit risk                                We record an allowance for doubtful accounts, reducing our receivables balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for doubtful accounts are based on current trends, aging of accounts receivable, periodic credit evaluations of our customers’ financial condition, and historical collection experience.
We are exposed to credit risk in the event of nonpayment by customers. However we mitigate our exposure to credit risk by performing ongoing credit evaluations and, when deemed necessary, utilizing credit insurance, prepayments or guarantees. No individual customer represented more than 10% of our revenue or accounts receivable. The concentration of credit risks from financial instruments related to the markets we serve is not expected to have a material adverse effect on our consolidated financial position, cash flows or future results of operations.
Derivative financial instruments                                         We recognize all derivatives as either assets or liabilities (within accounts and other receivables, accounts payable, other non-current assets and other non-current liabilities) at fair value in our Consolidated Balance Sheets. If the derivative is designated and is effective as a cash-flow hedge, changes in the fair value of the derivative are recorded in AOCI as a separate component of equity in the Consolidated Statements of Changes in Equity and are recognized in cost of goods sold in the Consolidated Statements of Income / (loss) when the hedged item affects earnings. If the underlying hedged transaction ceases to exist or if the hedge becomes ineffective, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings in cost of goods sold. For a derivative that is not designated as or does not qualify as a hedge, changes in fair value are reported in income immediately, again in cost of goods sold. We use derivative instruments for the purpose of hedging commodity price risk and currency exposures, which exist as part of ongoing business operations.
New accounting standards
On January 1, 2019, we adopted ASC Topic 842, "Leases", and applied the modified retrospective approach to recognizing any right-of-use assets and lease liabilities. Upon adoption, we have recognized all of our leases greater than one-year in duration and greater than $5,000 fair value, on the balance sheet as right-of-use assets and lease liabilities. This has resulted in us restating the prior period comparatives and have recognized a right-of-use asset of $21.2 million at January 1, 2018, with a corresponding lease liability, split $3.1 million, recognized in Other current liabilities, and $18.1 million recognized in Other non-current liabilities. Classification as either operating or finance is based on criteria largely similar to those applied in ASC 840 but without explicit bright lines. We have made certain assumptions and judgments when applying ASC 842, those judgments of most significance are as follows:
•
We elected the package of practical expedients available for transition which allow us to not reassess:
◦
Whether expired or existing contracts contain leases under the new definition of a lease;
◦
Lease classification for expired or existing leases; and
◦
Whether previously capitalized initial direct costs would qualify for capitalization under ASC 842.
•
We did not elect to use hindsight for transition when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset.
•
We did not elect to reassess whether land easements meet the definition of a lease if they were not accounted for as leases under the former rules.
•
For all asset classes, we elected to not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less.
•
For all asset classes, we elected to not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component.

60

1.    Summary of Significant Accounting Policies (continued)
New accounting standards (continued)
We determine if an arrangement is a lease at inception. Operating leases are included in our Consolidated Balance Sheet as Right-of-use assets from operating leases, Current operating lease liabilities and Non-current operating lease liabilities. Some of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Some of our lease agreements contain rent escalation clauses (including index-based escalations), rent holidays, capital improvement funding or other lease concessions. We recognize our minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. We amortize this expense over the term of the lease beginning with the date of initial possession, which is the date we enter the leased space and begin to make improvements in preparation for its intended use.
In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease agreement. ASC 842 requires us to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. When we cannot readily determine the discount rate implicit in the lease agreement, we utilize our incremental borrowing rate. To estimate our specific incremental borrowing rates over various tenures (ranging from one-year through 30-years), a comparable market yield curve consistent with our credit quality was calibrated to our publicly outstanding debt instruments.
The standard had no impact on our results of operations or cash flows. In addition, new disclosures are provided to enable users to assess the amount, timing and uncertainty of cash flows arising from leases.

Accounting standards which have been early adopted
Under U.S. GAAP, shares withheld by the company to pay the employees statutory minimum tax can still be classified as equity awards if all other criteria for such classification are met. Upon adoption of ASU 2016-09, an award containing a net settled tax withholding clause could be equity-classified so long as the arrangement limits tax withholding to the maximum individual statutory tax rate in a given jurisdiction. If tax withholding is permitted at some higher rate, then the whole award would be classified as a liability.
Accounting standards issued but not yet effective
In June 2016, the Financial Accounting Standards Board ("FASB") issued new accounting requirements regarding the measurement of credit losses on financial instruments, along with additional qualitative and quantitative disclosures. The new standard is effective for fiscal years beginning after December 15, 2019. The Company anticipates that the timing of the recognition of impairments to accounts, notes and other receivables will change rather than a material change in the size of the balance.
In August 2018, FASB issued new accounting requirements regarding the accounting for implementation costs in a cloud computing arrangement that is a service contract. The new standard is effective for fiscal years beginning after December 15, 2019. The Company does not anticipate there to be any material retrospective or prospective change in the costs that have been capitalized and expensed in regards to implementation projects.
In December 2019, FASB issued an amendment to simplify the accounting for income taxes. The new standard is effective for fiscal years beginning after December 15, 2020. The Company is assessing the impact of this new standard.


61

2.     Acquisitions and disposals
Acquisition and disposal related costs of $1.4 million have been incurred in 2019. This amount includes a $3.5 million charge in relation to the reimbursement of costs and $0.9 million of professional and legal fees incurred in connection with the terminated Neo acquisition, partially offset by a $2.9 million gain from the sale of Magnesium Elektron CZ s.r.o in the second quarter of 2019 and a $0.1 million credit on the remeasurement of the deferred contingent consideration.
The net gain on disposal of the Czech business is outlined below:
 
In millions
2019
 
 
Cash proceeds
5.9

 
 
Less:
 
 
 
     Cash held in business
(1.3
)
 
 
     Purchase price adjustment
(0.2
)
 
 
Net proceeds
4.4

 
 
Net assets less cash
(3.6
)
 
 
Gain on disposal
0.8

 
 
Disposal costs
(0.4
)
 
 
Realized translation gain on disposal
2.5

 
 
Net gain on disposal
2.9

 

On December 28, 2018, Luxfer Holdings NA LLC (a 49% owned VIE joint venture) disposed of the assets and selected liabilities of Gas Transport Leasing LLC (its wholly-owned subsidiary) with the remaining 51% of Luxfer Holdings NA LLC simultaneously acquired by the Company. The disposal of the assets and selected liabilities to the JV partner was for consideration of $2.2 million. The Company acquired the residual 51% of Luxfer Holdings NA LLC, in return for the forgiveness of the JV partner's share on a loan from Luxfer Holdings PLC, being $2.1 million. The fair value of the net assets of Luxfer Holdings NA LLC at the acquisition date was assessed as $4.0 million, valuing the residual 51% stake at $2.1 million, resulting in no goodwill being recognized on the step acquisition.
The principal assets acquired include cash of $2.7 million (including $2.2 million from the sale of the leasing business), inventory ($1.1 million), accounts and other receivables ($0.8 million), property, plant and equipment ($0.2 million), with accounts payable of $0.8 million. There were no identified intangibles. As a consequence of the transaction we fully impaired our equity investment (from a pre-acquisition fair value of $1.6 million) and partially impaired the loan to the equity investment; the combined effect resulting in a net charge of $2.4 million being recognized in the consolidated statement of income, within impairment charges. At December 31, 2018, Luxfer Holdings NA LLC is 100% owned by the Company, is no longer considered a VIE and is a fully consolidated subsidiary. As the acquisition occurred very close to the year end date, no revenue or earnings are recorded in the consolidated statement of income for the reporting period.
On December 5, 2017, the Company acquired the trade and assets of the Specialty Metals business of ESM Group Inc., incorporating a manufacturing facility in Saxonburg, PA. The plant manufactures a range of magnesium-based chips, granules, ground powders and atomized powders. The acquired business was integrated with Luxfer’s existing business that currently offers similar products under the Luxfer Magtech brand. On closing, an initial consideration of $4.3 million was paid as well as an amount placed in general escrow of $0.3 million as deferred consideration. An additional $0.4 million, which has not been included as part of the purchase consideration, was placed in escrow for disbursement of environmental liabilities.
The fair value of net assets acquired was assessed as $5.8 million, resulting in a gain on bargain purchase of $1.2 million, which was recorded in the consolidated statements of income / (loss) within the Acquisition related costs line item. The principal assets acquired are land and buildings, $2.0 million; plant and equipment, $3.2 million; and inventory, $0.7 million; with assumed liabilities of $0.1 million. No separately identifiable intangibles were identified. The gain on bargain purchase resulted because the Specialty Metals business was not considered to be part of ESM Group's core business activities as it has adopted a strategy to focus on its steel industry customers. In implementing this strategy, ESM Group was eager to divest this non-core business, which was reflected in the transaction price. The Group believes that it can extract additional value from the site due to synergies with our existing Luxfer Magtech business.
In addition to the purchase consideration, $0.5 million of acquisition-related costs were incurred and a $0.4 million provision was set up for the disbursement of the environmental liabilities.

62

2.     Acquisitions and disposals (continued)
Deferred contingent consideration
The deferred contingent consideration is in relation to the acquisition of Truetech and Innotech, (Luxfer Magtech) in 2015 and is linked to the future profitability of the entity. Where appropriate, this is payable annually from 2015 to 2020. The deferred contingent consideration totaled $0.5 million at December 31, 2019 (2018: $0.9 million), following a remeasurement of deferred contingent consideration at the year-end based upon the estimated future cash flows and the weighted probability of those cash flows being achieved, resulting in a credit to the consolidated income statement of $0.1 million (2018: debit of $0.9 million), net of an unwind of discount on deferred contingent consideration of $0.2 million (2018: $0.2 million). The entire consideration is deemed to be current and shown on the balance sheet within other current liabilities, as it is based on the performance of Luxfer Magtech for the year ending December 31, 2019. The potential undiscounted future payment has been estimated at $0.5 million (2018: $0.9 million). The maximum undiscounted amount payable under the sale agreement is $10.0 million.
 
 
Years ended December 31,
 
 
In millions
2019
 
2018
 
 
Net cash flows on purchase of business:
 
 
 
 
 
Included in net cash flows from investing activities:
 
 
 
 
 
Cash acquired
—

 
2.7

 
 
Net cash flows on purchase of business
$
—

 
$
2.7

 

 
 
Years ended December 31,
 
 
In millions
2019
 
2018
 
 
Net cash flows on purchase of business:
 
 
 
 
 
Included in net cash flows from financing activities:
 
 
 
 
 
Deferred consideration paid
$
(0.5
)
 
$
(0.8
)
 
 
Net cash flows on purchase of business
$
(0.5
)
 
$
(0.8
)
 



3.    Earnings per share

Basic earnings per share are computed by dividing net income for the period by the weighted-average number of ordinary shares outstanding, net of Treasury shares and shares held in ESOP. Diluted earnings per share are computed by dividing net income for the period by the weighted average number of ordinary shares outstanding and the dilutive ordinary shares equivalents.
Basic and diluted earnings per share were calculated as follows:
 
 
Years ended December 31,
 
 
In millions except share and per-share data
2019
 
2018
 
2017
 
 
Basic earnings:
 
 
 
 
 
 
 
Net income
$
3.1

 
$
25.0

 
$
16.6

 
 
Weighted average number of £0.50 ordinary shares:
 
 
 
 
 
 
 
For basic earnings per share
27,289,042

 
26,708,469

 
26,460,947

 
 
Dilutive effect of potential common stock
593,822

 
983,793

 
263,034

 
 
For diluted earnings per share
27,882,864

 
27,692,262

 
26,723,981

 
 
Earnings per share using weighted average number of ordinary shares outstanding:
 
 
 
 
 
 
 
Basic earnings per ordinary share
$
0.11

 
$
0.94

 
$
0.63

 
 
Diluted earnings per ordinary share
$
0.11

 
$
0.90

 
$
0.62

 



63

4.    Revenue

Disaggregated revenue disclosures for the fiscal years ended December 31, 2019, December 31, 2018, and December 31, 2017, are included below and in Note 16, Segmental Information.
 
 
Years ended December 31,
 
 
 
2019
 
2018
 
2017
 
 
In millions
Gas Cylinders
Elektron
Total
 
Gas Cylinders
Elektron
Total
 
Gas Cylinders
Elektron
Total
 
 
General industrial
$
46.0

$
111.7

$
157.7

 
$
50.7

$
123.9

$
174.6

 
$
49.6

$
95.6

$
145.2

 
 
Transportation
83.8

59.5

143.3

 
79.0

72.8

151.8

 
63.8

66.5

130.3

 
 
Defense and emergency
73.5

45.1

118.6

 
79.3

49.4

128.7

 
76.5

54.1

130.6

 
 
Healthcare
20.3

3.6

23.9

 
29.1

3.7

32.8

 
30.3

4.9

35.2

 
 
 
$
223.6

$
219.9

$
443.5

 
$
238.1

$
249.8

$
487.9

 
$
220.2

$
221.1

$
441.3

 

The Company’s performance obligations are satisfied over time as work progresses or at a point in time. Design and tooling arrangements are the only contracts for which revenue is recognized over time. Revenue from these sources combined accounted for less than 2% of the Company’s revenue for the fiscal years ended December 31, 2019, and December 31, 2018, respectively. All consideration from contracts with customers is included in these amounts.
The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers:
 
In millions
December 31, 2019
 
December 31, 2018
 
 
Contract receivables
$
1.7

 
$
1.5

 
 
Contract assets
1.3

 
2.1

 
 
Contract liabilities
(0.5
)
 
(1.1
)
 

Contract assets consist of $1.3 million accrued unbilled amounts relating to tooling revenue and are recognized as prepayments and accrued income in accounts and other receivables in the consolidated balance sheets. Of the $2.1 million contract assets recognized as of December 31, 2018, $2.0 million were billed to customers and transferred to receivables as of December 31, 2019. Contract assets recognized as of December 31, 2017, of $4.6 million were all billed to customers and transferred to receivables in the fiscal year ending December 31, 2018.
Contract liabilities of $0.5 million consist of advance payments and billing above costs incurred and are recognized as other current liabilities. Significant changes in contract liabilities balances during the period are as follows:
 
In millions
2019
 
2018
 
 
As at January 1,
$
(1.1
)
 
$
(0.9
)
 
 
Payments received / amounts billed
(0.9
)
 
(3.8
)
 
 
Costs incurred / revenue recognized
1.5

 
3.6

 
 
As at December 31,
$
(0.5
)
 
$
(1.1
)
 



64

5.    Restructuring
During 2019, 2018 and 2017, we initiated and continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
In 2019, there was a further $20.1 million of costs in relation to the previously announced closure of Luxfer Gas Cylinders' French site. There is an expectation that further costs will be incurred in, but not beyond 2020. Within the Elektron segment, there was $4.6 million of asset write-downs and one-time employee benefits, following the decision to scale down production at one of our Luxfer Magtech sites. There were other simplification costs incurred of $1.2 million across both segments.
In 2018, the restructuring charge included an other-than-temporary impairment and employee severance charges in the Gas Cylinders segment in relation to the Company's announcement that it was under consultation to close its French site. Within the Elektron segment, there have been asset write-downs in connection to the closure of our Luxfer Graphic Arts site in Findlay, OH, with consolidation of operations in Madison, IL; and the previously announced closure of our Luxfer Magtech site in Riverhead, NY.
The 2017 initiative included costs incurred in the Gas Cylinders segment following the decision to discontinue our Advanced Oxygen System (AOS) product line and the announced closure of our Luxfer HEI business. In the Elektron Segment, we announced the closure of our Luxfer Magtech site in Riverhead, NY, with consolidation of operations in Cincinnati OH. There was also a Company-wide effort to reduce headcount and streamline management, which contributed to the increase in severance and related costs in the year.
Restructuring related costs included in Restructuring charges in the Consolidated statement of income / (loss) are as follows:
 
 
 
Years ended December 31,
 
 
In millions
 
2019
 
2018
 
2017
 
 
Severance and related costs
 
$
(20.9
)
 
$
(6.7
)
 
$
(4.6
)
 
 
Asset impairment
 
(5.0
)
 
(6.8
)
 
(2.3
)
 
 
Other
 
—

 
0.1

 
(1.5
)
 
 
Total restructuring charges
 
$
(25.9
)
 
$
(13.4
)
 
$
(8.4
)
 

Other restructuring costs primarily consist of various contract termination and revision costs as well as legal costs.
Restructuring costs by reportable segment were as follows:
 
 
 
Years ended December 31,
 
 
In millions
 
2019
 
2018
 
2017
 
 
Gas Cylinders segment
 
$
(20.7
)
 
$
(10.0
)
 
$
(2.9
)
 
 
Elektron segment
 
(5.2
)
 
(3.4
)
 
(5.5
)
 
 
Total restructuring charges
 
$
(25.9
)
 
$
(13.4
)
 
$
(8.4
)
 


Activity related to restructuring, recorded in other current liabilities in the consolidated balance sheets is summarized as follows:
 
In millions
2019
 
2018
 
 
Balance at January 1,
$
5.2

 
$
2.1

 
 
Costs incurred
20.9

 
6.6

 
 
Cash payments and other
(19.6
)
 
(3.5
)
 
 
Balance at December 31,
$
6.5

 
$
5.2

 



65

6.    Other charges
The $2.5 million other charges incurred in 2019, is the result of the Company's decision to commence a project to remove low-level naturally occurring radioactive material (NORM) from a redundant building at Elektron's Manchester, UK site. The work represents remediation of a legacy environmental issue and is expected to complete in the second quarter of 2020, but with no significant further costs envisioned.
The charge is being disclosed separately on the face of the condensed consolidated income statement as the NORM was created during the Company's historic production process and the remediation is not indicative of the current trading performance of the Company.

7.     Goodwill and other identifiable intangible assets
Changes in goodwill during the years ended December 31, 2019 and 2018 were as follows:
 
In millions
Gas Cylinders
 
Elektron
 
Total
 
 
At January 1, 2018
$
29.0

 
$
42.2

 
$
71.2

 
 
Impairments
(1.3
)
 
—

 
(1.3
)
 
 
Exchange difference
(1.4
)
 
(0.9
)
 
(2.3
)
 
 
At December 31, 2018
$
26.3

 
$
41.3

 
$
67.6

 
 
Exchange difference
0.7

 
0.5

 
1.2

 
 
Net balance at December 31, 2019
$
27.0

 
$
41.8

 
$
68.8

 


Accumulated goodwill impairment losses were $9.6 million as of December 31, 2019 and 2018.
Identifiable intangible assets consisted of the following:
 
 
December 31, 2019
 
December 31, 2018
 
 
In millions
Gross
 
Accumulated amortization
 
Net
 
Gross
 
Accumulated amortization
 
Net
 
 
Customer relationships
$
13.4

 
$
(4.6
)
 
$
8.8

 
$
13.4

 
$
(3.8
)
 
$
9.6

 
 
Technology and trading related
8.1

 
(3.3
)
 
4.8

 
7.9

 
(2.9
)
 
5.0

 
 
 
$
21.5

 
$
(7.9
)
 
$
13.6

 
$
21.3

 
$
(6.7
)
 
$
14.6

 


Identifiable intangible asset amortization expense in 2019, 2018 and 2017 was $1.2 million, $1.2 million and $1.3 million, respectively.
In 2018, we recorded, within impairment charges, an impairment charge of $1.3 million in the Gas Cylinders segment, associated with our Superform business unit.
In 2017, we recorded, within restructuring charges, an impairment charge of $0.5 million in the Gas Cylinders segment for technology and trading related intangibles following the announcement to exit our Luxfer HEI business.
Intangible asset amortization expense over the next five years is expected to be approximately $1.1 million in 2020, $1.1 million in 2021, $1.1 million in 2022, $1.1 million in 2023 and $1.1 million in 2024.
The weighted-average amortization period for the customer relationships is 11 years and for the technology and trading related assets is 12 years.


66

8.    Supplementary balance sheet information
 
In millions
 
2019
 
2018
 
 
Accounts and other receivables
 
 
 
 
 
 
Trade receivables
 
$
52.4

 
$
49.8

 
 
Related parties
 
2.7

 
0.9

 
 
Prepayments and accrued income
 
6.7

 
7.7

 
 
Derivative financial instruments
 
0.3

 
0.1

 
 
Other receivables
 
4.2

 
4.2

 
 
Total accounts and other receivables
 
$
66.3

 
$
62.7

 
 
 
 
 
 
 
 
 
Inventories
 
 
 
 
 
 
Raw materials and supplies
 
$
33.4

 
$
30.5

 
 
Work-in-process
 
32.2

 
33.1

 
 
Finished goods
 
28.9

 
30.0

 
 
Total inventories
 
$
94.5

 
$
93.6

 
 
 
 
 
 
 
 
 
Other current assets
 
 
 
 
 
 
Held-for-sale assets
 
$
3.9

 
$
10.7

 
 
Income tax receivable
 
1.1

 
—

 
 
Total other current assets
 
$
5.0

 
$
10.7

 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 
 
 
 
 
 
Land, buildings and leasehold improvements
 
$
68.1

 
$
73.3

 
 
Machinery and equipment
 
287.7

 
286.0

 
 
Construction in progress
 
8.9

 
10.1

 
 
Total property plant and equipment
 
364.7

 
369.4

 
 
Accumulated depreciation and impairment
 
(265.8
)
 
(262.5
)
 
 
Total property, plant and equipment, net
 
$
98.9

 
$
106.9

 
 
 
 
 
 
 
 
 
Current maturities of long-term debt and short-term borrowings
 
 
 
 
 
 
Overdrafts
 
—

 
3.5

 
 
Total current maturities of long-term debt and short-term borrowings
 
$
—

 
$
3.5

 
 
 
 
 
 
 
 
 
Other current liabilities
 
 
 
 
 
 
Contingent liabilities
 
$
6.6

 
$
5.3

 
 
Held-for-sale liabilities
 
—

 
2.5

 
 
Operating lease liability
 
3.3

 
3.5

 
 
Other current liabilities
 
2.4

 
4.1

 
 
Total other current liabilities
 
$
12.3

 
$
15.4

 
 
 
 
 
 
 
 
 
Other non-current liabilities
 
 
 
 
 
 
Contingent liabilities
 
$
0.9

 
$
0.8

 
 
Operating lease liability
 
11.7

 
14.9

 
 
Other non-current liabilities
 
0.2

 
0.5

 
 
Total other non-current liabilities
 
$
12.8

 
$
16.2

 






67

8.    Supplementary balance sheet information (continued)
Impairment of property, plant and equipment
Property, plant and equipment, net, includes an impairment of $4.6 million recognized within restructuring charges and $5.2 million recognized within impairment charges in 2019 (2018: $6.6 million and nil).
The $4.6 million (2018: $1.5 million) recognized within restructuring charges in 2019 relates to the write-down of land and buildings within the Elektron segment as a result of announced exits. In 2018 there was $5.1 million relating to rationalization activity in the Gas Cylinders segment.
The $5.2 million recognized within impairment charges in 2019 relates to the downturn in the European luxury automotive market which has adversely impacted our Superform business within the Gas Cylinders segment.
Held-for-sale assets
In 2019, there was one building valued at $3.7 million, within our Elektron Segment classified as held-for-sale assets, presented within other current assets. The building was classified as held-for-sale in 2018, as the expectation was that the building would be sold in 2019. There are conditions attached to the sale which the Company expects to be met in 2020 and as such the building continues to be classified as held-for-sale.
There is also $0.2 million of inventory which has been reclassified as held-for-sale assets, in relation to one of our operations within our Gas Cylinders Segment.
During 2018, two buildings valued at $4.7 million, within our Elektron Segment were classified as held-for-sale assets, presented within other current assets. The buildings were part of separate site closures announced in 2017 (Riverhead, NY) and early 2018 (Findlay, OH) and were readily available for sale at December 31, 2018. The buildings were impaired to their fair value less costs to sell, with the impairment ($1.1 million) disclosed within restructuring charges in the consolidated statement of income in 2017. The property at Findlay, OH, was sold during the first half of 2019; the site at Riverhead, NY is now expected to be sold during 2020 and is included within held-for-sale assets as at December 31,2019.
The Company was actively marketing and was in negotiations with a third party during the fourth quarter of 2018 with a view to selling its Magnesium Elektron CZ s.r.o. subsidiary, which was involved in magnesium recycling and based in the Czech Republic. This led to the business being classified as held-for-sale and written down to fair value less costs to sell. An offer was received and subsequently accepted in February 2019. The $3.4 million charge is presented within impairment charges in the consolidated statement of income in 2018 and has been allocated to property, plant and equipment. The transaction was completed in the first half of 2019.
The respective assets and liabilities of the above disposal groups have been reclassified as held-for-sale within other current assets and other current liabilities per the table below.
 
Reclassified to held-for-sale assets
December 31, 2019
 
December 31, 2018
 
 
In millions
 
 
 
 
 
Property, plant and equipment
$
3.7

 
$
5.5

 
 
Inventory
0.2

 
2.9

 
 
Accounts and other receivables
—

 
2.3

 
 
Held-for-sale assets
$
3.9

 
$
10.7

 
 
 
 
 
 
 
 
Reclassified to held-for-sale liabilities
 
 
 
 
 
Accounts payables
$
—

 
$
2.5

 
 
Held-for-sale liabilities
$
—

 
$
2.5

 

As a result of items reclassified to held-for-sale, there has been no reclassification of items from other comprehensive income to the income statement.



68

9.    Accumulated Other Comprehensive Loss

Components of Accumulated Other Comprehensive Loss consist of the following:
 
In millions
December 31, 2019
 
December 31, 2018
 
 
Cumulative translation adjustments
$
(55.5
)
 
$
(55.6
)
 
 
Pension plans actuarial loss, net of tax
(94.1
)
 
(90.2
)
 
 
Change in market value of derivative financial instruments, net of tax
—

 
(0.8
)
 
 
Accumulated other comprehensive loss
$
(149.6
)
 
$
(146.6
)
 


Reclassifications within accumulated other comprehensive loss
During 2019, a $0.5 million translation loss was reclassified out of the hedging reserve and into cumulative translation adjustments. There was no net impact on on accumulated other comprehensive loss.
Reclassifications out of accumulated other comprehensive loss
During 2019, a $2.5 million translation gain (2018: nil) was reclassified out of accumulated other comprehensive loss and into the income statement, within acquisition related costs / credits. This amount was realized on the disposal of Elektron's magnesium recycling business in the Czech Republic.
10.    Debt

Debt outstanding was as follows:
 
In millions
December 31, 2019
 
December 31, 2018
 
 
3.67% Loan Notes due 2021
$
25.0

 
$
25.0

 
 
4.88% Loan Notes due 2023
25.0

 
25.0

 
 
4.94% Loan Notes due 2026
25.0

 
25.0

 
 
Revolving credit facility
17.5

 
—

 
 
Other - Bank overdraft
—

 
3.5

 
 
Unamortized debt issuance costs
(1.1
)
 
(1.4
)
 
 
Total debt
$
91.4

 
$
77.1

 
 
Less current portion
—

 
(3.5
)
 
 
Non-current debt
$
91.4

 
$
73.6

 

On July 31, 2017, an extension to the Senior Facilities Agreement was agreed which provides $150 million in committed debt facilities, in the form of a multi-currency revolving credit facility, with an additional $50 million of uncommitted facilities through an accordion provision. The Senior Facilities Agreement was due to mature in April 2019, but has now been extended until the end of July 2022. Finance costs of $1.0 million were capitalized following this extension. The loan amendment has been treated, in part, as an extinguishment and new loan, as some of the lenders left the consortium, with the other portion deemed to be a modification of the existing facility. The Senior Facility Agreement bears interest equal to a margin based upon the Company's leverage plus either EURIBOR or LIBOR, depending on the currency drawn down.
The weighted-average interest rate on the revolving credit facility was 2.47% and 3.58% in 2019 and 2018, respectively.
The maturity profile of the Company's debt, excluding unamortized issuance costs and discounts is as follows:
 
In millions
2020
 
2021
 
2022
 
2023
 
2024
 
Thereafter
 
Total
 
 
Loan Notes due 2021
$
—

 
$
25.0

 
$
—

 
$
—

 
$
—

 
$
—

 
$
25.0

 
 
Loan Notes due 2023
—

 
—

 
—

 
25.0

 
—

 
—

 
25.0

 
 
Loan Notes due 2026
—

 
—

 
—

 
—

 
—

 
25.0

 
25.0

 
 
Revolving credit facility
—

 
—

 
17.5

 
—

 
—

 
—

 
17.5

 
 
Total debt
$
—

 
$
25.0

 
$
17.5

 
$
25.0

 
$
—

 
$
25.0

 
$
92.5

 



69


10.    Debt (continued)
Loan notes due and shelf facility
The Note Purchase and Private Shelf Agreement contains the same customary covenants and events of default as for the Note Purchase Agreement. The Note Purchase and Private Shelf Agreement also requires us to maintain compliance with the same interest and leverage ratios as for the Note Purchase Agreement. Amounts drawn under the Shelf Facility in June 2016 were used to facilitate an extension of the maturity of $50 million of the outstanding principal amount of the Loan Notes due 2018.
We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to December 31, 2019.
The Loan Notes due 2021, 2023 and 2026, the Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York.
Senior Facilities Agreement
The Senior Facilities Agreement contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, our and our subsidiaries' ability to:
•
engage in mergers, divestitures, consolidations or divisions;
•
change the nature of our business;
•
make certain acquisitions;
•
participate in certain joint ventures;
•
grant liens or other security interests on our assets;
•
sell, lease, transfer or otherwise dispose of assets, including receivables;
•
enter into certain non-arm's-length transactions;
•
grant guarantees;
•
pay off certain existing indebtedness;
•
make investments, loans or grant credit;
•
repurchase our shares;
•
issue shares or other securities; and
•
redeem, repurchase, decease, retire or repay any of our share capital.
We are permitted to dispose of assets up to $25 million in aggregate until July 2022, without restriction as to the use of the proceeds under the Senior Facilities Agreement. Above this level, we would need to seek agreement from the majority of the lenders under the Senior Facilities Agreement. In addition, we may pay dividends, subject to certain limitations.
In addition, the Senior Facilities Agreement requires us to maintain compliance with an interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Senior Facilities Agreement) to Net Finance Charges (as defined in the Senior Facilities Agreement). We are required to maintain a minimum interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Senior Facilities Agreement) to the Relevant Period Adjusted Acquisition EBITDA (as defined in the Senior Facilities Agreement). We are required to maintain a leverage ratio of no more than 3.0:1.
Any breach of a covenant in the Senior Facilities Agreement could result in a default under the Senior Facilities Agreement, in which case lenders could elect to declare all borrowed amounts immediately due and payable if the default is not remedied or waived within any applicable grace periods. Additionally, our and our subsidiaries' ability to make investments, incur liens and make certain restricted payments is also tied to ratios based on EBITDA.
We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2019.


70

11.    Derivatives and Financial Instruments
The Company's financial instruments comprise bank and other loans, senior loan notes, derivatives, trade payables, deferred and deferred contingent consideration. Other than derivatives, the main purpose of these financial instruments is to raise finance for the Company's operations. The Company also has various financial assets such as trade receivables and cash and cash equivalents, which arise directly from its operations.
Derivative financial instruments                                        We are exposed to market risk during the normal course of business from changes in currency exchange rates, interest rates and commodity prices such as aluminum prices. We manage exposures through a combination of normal operating and financing activities and through the use of derivative financial instruments such as foreign currency forward purchase contracts and aluminum forward purchase contracts. We do not use market risk-sensitive instruments for trading or speculative purposes. In 2019, the Company had $0.3 million (2018: $0.1 million) derivative financial instruments disclosed within accounts and other receivables. The value of derivative financial instruments recorded in liabilities in 2019 and 2018 was less than $0.1 million.
At December 31, 2019, the fair value of forward foreign currency exchange contracts deferred in equity was nil (2018: loss of $0.4 million and 2017: loss of $0.7 million). During 2019, a gain of $0.1 million (2018: loss of $0.1 million and 2017: gain of $0.6 million) has been transferred to the consolidated income statement in respect of contracts that have matured in the year.
Aluminum forward purchase contracts                                        Aluminum is traded on the London Metal Exchange ("LME") and therefore the Group is able to use LME derivative contracts to hedge a portion of its price exposure. In 2019 the Group purchased approximately 12,000 (2018: 11,500) metric tons of primary aluminum. The processed waste can be sold as scrap aluminum at prices linked to the LME price. Based on the 2019 level of aluminum purchases, a $100 increase in the LME price of aluminum would increase our Gas Cylinders segment's costs by approximately $1.2 million.
Forward foreign currency exchange contracts                                    The Company incurs currency transaction risk whenever one of the Company's operating subsidiaries enters into either a purchase or sales transaction in a currency other than its functional currency. Currency transaction risk is reduced by matching sales and expenses in the same currency. The Company's U.S. operations have little currency exposure as most purchases, costs and sales are conducted in U.S. dollars. The Company's U.K. operations are exposed to exchange transaction risks, mainly because these operations sell goods priced in euros and U.S. dollars, and purchase raw materials priced in U.S. dollars. The Company also incurs currency transaction risk if it lends currency other than its functional currency to one of its joint venture partners.
At December 31, 2019 and 2018, the Company held various forward foreign currency exchange contracts designated as hedges in respect of forward sales for U.S. dollars, euros and Japanese yen for the receipt of GBP sterling or euros. The Company also held forward foreign currency exchange contracts designated as hedges in respect of forward purchases for U.S. dollars, euros and Canadian dollars by the sale of GBP sterling. The contract totals in GBP sterling and euros, range of maturity dates and range of exchange rates are disclosed below, with the value denominated in GBP sterling given that is the currency the majority of the contracts are held in.












71

11.    Derivatives and Financial Instruments (continued)

Derivative financial instruments (continued)

 
December 31, 2019
 
 
Sales hedges
U.S. dollars
 
Euros
 
Japanese Yen
 
 
Contract totals/£m
0.1

 
7.6

 
0.1

 
 
Maturity dates
01/20

 
01/20 to 03/20

 
01/20

 
 
Exchange rates
1.2914

 
€1.1551 to €1.1750

 
JPY
142.86

 


 
Purchase hedges
U.S. dollars
 
Euros
 
Canadian dollars
 
 
Contract totals/£m
1.3

 
0.8

 
7.0

 
 
Maturity dates
03/20

 
03/20

 
01/20

 
 
Exchange rates
1.3228

 
€
1.1663

 
$1.7137 to $1.7664

 
 
 
December 31, 2018
 
 
Sales hedges
U.S. dollars
 
Euros
 
 
Contract totals/£m
4.8

 
7.2

 
 
Maturity dates
01/19 to 07/19

 
01/19 to 07/19

 
 
Exchange rates
$1.2519 to $1.3419

 
€1.0949 to €1.1702

 
 
Purchase hedges
U.S. dollars
 
Euros
 
Canadian dollars
 
Czech koruna
 
 
Contract totals/£m
7.5

 
1.7

 
2.9

 
0.1

 
 
Maturity dates
01/19 to 07/19

 
01/19 to 06/19

 
01/19 to 03/19

 
01/19

 
 
Exchange rates
$1.2609 to $1.3380

 
€1.1074 to €1.1221

 
$1.7039 to $1.7416

 
CZK
28.449

 


The above contracts are held in GBP sterling, therefore the analysis in the table has been given in GBP sterling to avoid any movements as a result of translation.
Fair value of financial instruments                                        
The following methods were used to estimate the fair values of each class of financial instrument:
Cash at bank and in hand / overdrafts                                        The carrying value approximates to the fair value as a result of the short-term maturity of the instruments. Cash at bank and in hand are subject to a right to offset in the U.S.
Overdrafts
At December 31, 2019, the Company had no overdrafts, in 2018 $3.5 million were disclosed within other current liabilities with its carrying value being equal to its fair value. All of the balance at December 31, 2018 was subject to variable interest rate and subject to floating interest rate risk.
Bank loans                                                    At December 31, 2019, bank and other loans of $92.5 million (2018: $75.0 million) were outstanding. At December 31, 2019, bank and other loans are shown net of issue costs of $1.1 million (2018: $1.4 million), and these issue costs are to be amortized to the expected maturity of the facilities. This carrying value is equal to its fair value. At December 31, 2019, $17.5 million (2018: none) of the total $92.5 million (2018: $75.0 million) bank and other loans was variable interest rate debt and subject to floating interest rate risk, with the remainder being fixed rate debt.

72

11.    Derivatives and Financial Instruments (continued)
Fair value of financial instruments (continued)
Forward foreign currency exchange rate contracts                                The fair value of these contracts was calculated by determining what the Company would be expected to receive or pay on termination of each individual contract by comparison to present market prices.
LME derivative contracts                                            The fair value of these contracts has been calculated by valuing the contracts against the equivalent forward rates quoted on the LME.
Deferred contingent consideration                                    Disclosure of the basis of calculation of the fair value of deferred contingent consideration is included within Note 2 of the consolidated financial statements.
Deferred consideration                                                The deferred consideration is a fixed amount that was determinable at the date of the acquisition of the Specialty Metals business and paid in 2018.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
The fair values of the financial instruments of the Group at December 31, 2019, were analyzed using the hierarchy as follows:
 
In millions
Total
 
Level 1
 
Level 2
 
Level 3
 
 
Derivative financial assets:
 
 
 
 
 
 
 
 
 
Foreign currency contract assets
$
0.3

 
$
—

 
$
0.3

 
$
—

 
 
Interest bearing loans and borrowings:
 
 
 
 
 
 
 
 
 
Loan Notes due 2021
25.0

 
—

 
25.0

 
—

 
 
Loan Notes due 2023
24.9

 
—

 
24.9

 
—

 
 
Loan Notes due 2026
24.8

 
—

 
24.8

 
—

 
 
Revolving credit facility
16.7

 
—

 
16.7

 
—

 
 
Other financial liabilities:
 
 
 
 
 
 
 
 
 
Deferred contingent consideration
0.5

 
—

 
—

 
0.5

 

The following table presents the changes in Level 3 instruments for the year ended December 31, 2019.
 
In millions
2019
 
 
Balance at January 1
$
0.9

 
 
Payments made during year
(0.5
)
 
 
Unwind of discount on deferred consideration
0.2

 
 
Remeasurement of deferred consideration (recognized in acquisition-related costs)
(0.1
)
 
 
Balance at December 31
$
0.5

 
 
Total losses for the period included in profit and loss for assets held at the end at December 31
0.1

 
 
Change in unrealized (gains) or losses for the period included in profit and loss for assets held at the end at December 31
$
0.1

 

The deferred contingent consideration relates to estimates of amounts payable in the future regarding acquisitions made in prior years. This deferred contingent consideration is based upon an estimate of the future profitability of the businesses versus targets agreed upon as part of the acquisitions.

73

12.    Income Taxes
Income before income taxes consisted of the following:
 
 
 
Years ended December 31,
 
 
In millions
 
2019
 
2018
 
2017
 
 
U.K.
 
$
8.0

 
$
26.2

 
$
(3.0
)
 
 
International(1)
 
1.8

 
4.3

 
22.9

 
 
Income before income taxes
 
$
9.8

 
$
30.5

 
$
19.9

 
(1) "International" reflects non-U.K. income before income taxes.
The provision for income taxes consisted of the following:
 
 
 
Years ended December 31,
 
 
In millions
 
2019
 
2018
 
2017
 
 
Currently payable
 
 
 
 
 
 
 
 
U.K.
 
$
0.7

 
$
0.2

 
$
(0.2
)
 
 
International(1)
 
2.8

 
5.1

 
6.2

 
 
Total current taxes
 
$
3.5

 
$
5.3

 
$
6.0

 
 
Deferred
 
 
 
 
 
 
 
 
U.K.
 
$
3.7

 
$
3.4

 
$
(0.1
)
 
 
International(1)
 
(0.5
)
 
(3.2
)
 
(2.6
)
 
 
Total deferred taxes
 
$
3.2

 
$
0.2

 
$
(2.7
)
 
 
Total provision for income taxes
 
$
6.7

 
$
5.5

 
$
3.3

 
(1) "International" reflects non-U.K. income taxes.
Differences between the financial reporting and the corresponding tax basis of assets and liabilities and the different income tax rates and laws applicable to the Company, among other factors, give rise to permanent differences between the statutory tax rate applicable in the U.K. and the effective tax rate presented in the consolidated income statement, which in 2019, 2018 and 2017 were as follows:
 
 
Years ended December 31,
 
 
In millions
2019
 
2018
 
2017
 
 
Income before income taxes
$
9.8

 
$
30.5

 
$
19.9

 
 
Provision for income taxes at the U.K. statutory tax rate (2019: 19%, 2018:19%, 2017: 19.25%)
1.9

 
5.8

 
3.8

 
 
Effect of:
 
 
 
 
 
 
 
Non-deductible expenses
2.7

 
0.1

 
0.8

 
 
Movement in valuation allowances
1.2

 
—

 
(0.9
)
 
 
Differences in income tax rates in countries where the Company operates(1)
1.0

 
0.3

 
2.2

 
 
Effect of U.S. tax reform
—

 
—

 
(4.0
)
 
 
Effect of changes in tax rates (excluding U.S. tax reform) (2)
(0.1
)
 
0.2

 
1.1

 
 
Movement in uncertain tax positions
0.4

 
0.1

 
0.9

 
 
Other
(0.4
)
 
(1.0
)
 
(0.6
)
 
 
Total provision for income taxes
$
6.7

 
$
5.5

 
$
3.3

 
(1) Refers mainly to the effects of the differences between the statutory income tax rate in the U.K. against the applicable income tax rates of each country where the Company operates.
(2) The U.K. corporation tax rate decreased from 20% to 19% with effect from April 1, 2017. A further reduction in the U.K. corporation tax rate is expected to 17% from April 1, 2020.




74

12.    Income Taxes (continued)
The US tax reform included complex tax provisions, and it is understood that the Department of Treasury and IRS may offer additional guidance about their application and effect. The Company does not expect to have to book any further related adjustments, however we will review any updates in interpretations and information as they become available. The Company is below the size thresholds for application of the base erosion and anti-avoidance tax (BEAT). The Company does not have material global intangible low-taxed income (GILTI) or foreign derived intangible income (FDII), and is not currently subject to any material restriction under the net interest expense limitation.
Reconciliations of the beginning and ending gross unrecognized tax benefits were as follows:
 
 
Years ended December 31,
 
 
In millions
2019
 
2018
 
2017
 
 
Beginning balance
$
3.2

 
$
2.8

 
$
1.9

 
 
Gross increases based on tax positions related to the current year
0.6

 
1.4

 
1.0

 
 
Reductions due to expiry of statute of limitations
(0.6
)
 
(1.0
)
 
(0.1
)
 
 
Ending balance
$
3.2

 
$
3.2

 
$
2.8

 
 
 
 
 
 
 
 
 
 
Non-current
$
3.2

 
$
3.2

 
$
2.8

 


The Company's unrecognized tax benefits relate to the pricing of its various inter-company transactions. Because the transfer pricing calculation is often multifaceted, taking into account economics, finance, industry practice, and functional analysis, a company's transfer pricing position often sits at a particular point along a wide continuum of possible pricing outcomes. The inherent subjectivity in pricing inter-company balances gives rise to measurement uncertainty. Management has considered the valuation uncertainty in determining the measurement of the uncertain tax position. There are no current tax audit examinations. Management estimates that it is reasonably possible that approximately $0.2 million of our gross unrecognized tax benefits ($0.1 million of our net unrecognized tax benefits) may be recognized by the end of 2020 as a result of a lapse of the statute of limitations.
At December 31, 2019, 2018 and 2017, there were $0.7 million, $0.7 million, and $0.6 million of unrecognized tax benefits respectively, that if recognized would affect the annual effective tax rate.
The Company recognizes interest accrued and penalties relating to unrecognized tax benefits in the income tax line. During the years ended December 31, 2019, 2018 and 2017, the Company recognized approximately $nil, $nil and $nil respectively, in interest and penalties.
The following is a summary of the tax years open by major tax jurisdiction:
 
Jurisdiction
 
Years open
 
 
U.K.
 
2018 - 2019
 
 
U.S. Federal
 
2016 - 2019
 
 
U.S. State and local
 
2016 - 2019
 
 
France
 
2016 - 2019
 
 
Germany
 
2015 - 2019
 
 
China
 
2016 - 2019
 
 
Canada
 
2015 - 2019
 




75

12.    Income Taxes (continued)
Taxes have not been provided on undistributed earnings of subsidiaries where it is our intention to reinvest these earnings permanently or to repatriate the earnings only when it is tax efficient to do so. The amount of unremitted earnings at December 31, 2019, was approximately $47.2 million (at December 31, 2018: $62.4 million, at December 31, 2017: $59.0 million). If these earnings were remitted, it is estimated that the additional income tax arising would be approximately $0.7 million (at December 31, 2018: $0.6 million, at December 31, 2017: $0.3 million).
Deferred taxes were recorded in the Consolidated Balance Sheets as follows:
 
 
December 31,
 
 
In millions
2019

 
2018

 
 
Deferred tax assets
$
15.8

 
$
18.6

 
 
Deferred tax liabilities
(2.5
)
 
(3.5
)
 
 
Net deferred tax assets
$
13.3

 
$
15.1

 

The tax effects of the major items recorded in deferred tax assets and liabilities were as follows:
 
 
December 31,
 
 
In millions
2019

 
2018

 
 
Deferred tax assets
 
 
 
 
 
Pension benefits
$
5.8

 
$
7.7

 
 
Tax loss and credit carry forwards
23.8

 
20.7

 
 
Other
3.5

 
5.2

 
 
Total deferred tax assets
33.1

 
33.6

 
 
Valuation allowances
(16.2
)
 
(15.0
)
 
 
Deferred tax assets, net of valuation allowances
$
16.9

 
$
18.6

 
 
Deferred tax liabilities
 
 
 
 
 
Property, plant and equipment
$
3.6

 
$
3.5

 
 
Total deferred tax liabilities
$
3.6

 
$
3.5

 
 
Net deferred tax assets
$
13.3

 
$
15.1

 


Deferred tax liabilities and assets represent the tax effect of temporary differences between the value of assets and liabilities for financial statement purposes and such values as measured by the relevant jurisdiction's tax laws and regulations. Deferred tax assets and liabilities from the same tax jurisdiction have been netted, resulting in assets and liabilities being recorded under the deferred taxation captions on the consolidated balance sheet.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforwards become deductible or creditable. Management considers the scheduled reversal of existing taxable temporary differences, projected future taxable income, and tax-planning strategies in making this assessment.







76

12.    Income Taxes (continued)
At December 31, 2019, the Company had carried forward tax losses and tax credits of $94.9 million (U.K.: $32.8 million, non-U.K.: $62.1 million). Carried forward tax losses and tax credits for 2018 were $81.0 million (U.K.: $38.8 million, non-U.K.: $42.2 million) and for 2017 were $92.7 million (U.K.: $43.4 million, non-U.K.: $49.3 million). To the extent that these losses are not already recognized as deferred income taxes assets, and are available to offset against future taxable profits, it is expected that the future effective tax rate would be below the standard rate in the country where the profits are offset. A valuation allowance of $14.9 million (2018: $15.0 million, 2017: $15.0 million) exists for deferred tax benefits related to the tax loss and tax credit carry forwards and other benefits that may not be realized. The apportionment of the valuation allowance between the U.K. and non-U.K. jurisdictions is U.K.: $2.8 million, non-U.K.: $12.1 million (2018: U.K.: $4.1 million, non-U.K.: $10.9 million; 2017: U.K.: $4.6 million, non-U.K.: $10.4 million). The non-U.K. valuation allowances relate predominantly to tax losses in France, Germany and Canada.
Of the carried forward tax losses and tax credits as at December 31, 2019, $26.4 million expire between 2023 and 2034 and $68.5 million are available for indefinite carry-forward.


77

13.     Pension Plans
The Company has defined benefit pension plans in the U.K., the U.S. and France. The levels of funding are determined by periodic actuarial valuations. The assets of the plans are generally held in separate trustee-administered funds. The Company also operates defined contribution plans in the U.K., the U.S., Australia and Canada.
The "10% corridor" method for recognizing gains and losses has been adopted. This methodology means that cumulative gains and losses up to an amount equal to 10% of the higher of the liabilities and the assets (the corridor) have no impact on the pension cost. Cumulative gains or losses greater than this corridor are amortized over the average future lifetime of the members in the Plans.
The principal defined benefit pension plans in the Company is the U.K. Luxfer Group Pension Plan ("the Plan"), which closed to new members in 1998, new employees then being eligible for a defined contribution plan. In April 2016, the Plan was closed to further benefit accrual with members being offered contributions to a defined contribution plan. The Company's other arrangements are less significant than the Plan, the largest being the BA Holdings, Inc. Pension Plan in the U.S. In December 2005, this plan was closed to further benefit accrual with members being offered contributions to that company's 401(k) plan. At January 1, 2016, the U.S. pension plans (BA Holdings, Inc. Pension Plan and Luxfer Hourly Pension Plan) merged into one plan.
The following tables present reconciliations of plan benefit obligations, fair value of plan assets and the funded status of pension plans as of and for the years ended December 31, 2019 and 2018:
 
 
2019
 
2019
 
2019
 
2018
 
2018
 
2018
 
 
In millions
U.K.
 
U.S./ other
 
Total
 
U.K.
 
U.S./ other
 
Total
 
 
Change in benefit obligations
 
 
 
 
 
 
 
 
 
 
 
 
 
Benefit obligation at January 1
$
315.2

 
$
46.8

 
$
362.0

 
$
369.7

 
$
53.1

 
$
422.8

 
 
Service cost
—

 
0.1

 
0.1

 
—

 
0.1

 
0.1

 
 
Interest cost
9.2

 
1.9

 
11.1

 
8.6

 
1.8

 
10.4

 
 
Curtailment gain
—

 
(1.8
)
 
(1.8
)
 
—

 
—

 
—

 
 
Settlement gain
—

 
(2.7
)
 
(2.7
)
 
—

 
—

 
—

 
 
Actuarial loss / (gain)
38.4

 
5.0

 
43.4

 
(27.7
)
 
(5.9
)
 
(33.6
)
 
 
Exchange difference
10.0

 
—

 
10.0

 
(19.7
)
 
(0.1
)
 
(19.8
)
 
 
Benefits paid
(13.6
)
 
(2.2
)
 
(15.8
)
 
(17.9
)
 
(2.2
)
 
(20.1
)
 
 
Prior service cost
—

 
—

 
—

 
2.2

 
—

 
2.2

 
 
Benefit obligation at December 31
$
359.2

 
$
47.1

 
$
406.3

 
$
315.2

 
$
46.8

 
$
362.0

 
 
Change in plan assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of plan assets at January 1
$
283.4

 
$
38.6

 
$
322.0

 
$
326.3

 
$
41.2

 
$
367.5

 
 
Actual return on assets
45.4

 
6.7

 
52.1

 
(13.0
)
 
(2.5
)
 
(15.5
)
 
 
Exchange difference
7.6

 
—

 
7.6

 
(17.8
)
 
—

 
(17.8
)
 
 
Contributions from employer
5.9

 
2.0

 
7.9

 
5.8

 
2.1

 
7.9

 
 
Benefits paid
(13.6
)
 
(2.2
)
 
(15.8
)
 
(17.9
)
 
(2.2
)
 
(20.1
)
 
 
Settlement loss
—

 
(2.7
)
 
(2.7
)
 
—

 
—

 
—

 
 
Fair value of plan assets at December 31
$
328.7

 
$
42.4

 
$
371.1

 
$
283.4

 
$
38.6

 
$
322.0

 
 
Funded status
 
 
 
 
 
 
 
 
 
 
 
 
 
Benefit obligations in excess of the fair value of plan assets
$
(30.5
)
 
$
(4.7
)
 
$
(35.2
)
 
$
(31.8
)
 
$
(8.2
)
 
$
(40.0
)
 


The net benefit obligations of $35.2 million and $40.0 million at December 31, 2019, and December 31, 2018, respectively, are recorded in non-current liabilities in the consolidated balance sheets.








78

13.     Pension Plans (continued)
The amounts recognized in the consolidated statements of income in respect of the pension plans were as follows:
 
 
2019
 
2019
 
2019
 
2018
 
2018
 
2018
 
2017
 
2017
 
2017
 
 
In millions
U.K.
 
U.S. / other
 
Total
 
U.K.
 
U.S. / other
 
Total
 
U.K.
 
U.S. / other
 
Total
 
 
In respect of defined benefit plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current service cost
$
—

 
$
0.1

 
$
0.1

 
$
—

 
$
0.1

 
$
0.1

 
$
—

 
$
0.1

 
$
0.1

 
 
Interest cost
9.2

 
1.9

 
11.1

 
8.6

 
1.8

 
10.4

 
8.9

 
1.9

 
10.8

 
 
Expected return on assets
(13.4
)
 
(2.3
)
 
(15.7
)
 
(14.5
)
 
(2.2
)
 
(16.7
)
 
(14.8
)
 
(1.8
)
 
(16.6
)
 
 
Curtailment gain
—

 
(1.8
)
 
(1.8
)
 
—

 
—

 
—

 
—

 
—

 
—

 
 
Settlement loss
—

 
0.8

 
0.8

 
—

 
—

 
—

 
—

 
—

 
—

 
 
Amortization of net actuarial loss
2.5

 
0.6

 
3.1

 
2.3

 
0.4

 
2.7

 
2.5

 
0.3

 
2.8

 
 
Amortization of prior service credit
(0.4
)
 
—

 
(0.4
)
 
(0.5
)
 
—

 
(0.5
)
 
(0.5
)
 
—

 
(0.5
)
 
 
Total (credit) / charge for defined benefit plans
$
(2.1
)
 
$
(0.7
)
 
$
(2.8
)
 
$
(4.1
)
 
$
0.1

 
$
(4.0
)
 
$
(3.9
)
 
$
0.5

 
$
(3.4
)
 
 
In respect of defined contribution plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total charge for defined contribution plans
$
2.1

 
$
2.1

 
$
4.2

 
$
2.1

 
$
2.3

 
$
4.4

 
$
1.9

 
$
2.1

 
$
4.0

 
 
Total charge / (credit) for pension plans
$
—

 
$
1.4

 
$
1.4

 
$
(2.0
)
 
$
2.4

 
$
0.4

 
$
(2.0
)
 
$
2.6

 
$
0.6

 

In accordance with ASC 715, defined benefit pension charge / (credit) is split in the income statement, with $0.3 million (2018: $0.7 million; 2017: $0.8 million) of expenses recognized within sales, general and administrative expenses, a credit of $1.8 million (2018 and 2017 nil) in relation to the curtailment gain on the French pension plan, recognized in restructuring charges and a credit of $1.3 million (2018: $4.7 million credit; 2017: $4.2 million credit) recognized below operating income in the income statement.
The following table shows other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) ("AOCI") during the years ended December 31:
 
In millions
2019
 
2018
 
 
Net actuarial (loss) / gain
$
(7.5
)
 
$
1.4

 
 
Amortization of actuarial loss
3.1

 
2.7

 
 
Prior service cost
—

 
(2.2
)
 
 
Amortization of prior service credit
(0.4
)
 
(0.5
)
 
 
Total recognized in other comprehensive loss
(4.8
)
 
1.4

 
 
Total credit recognized in net periodic benefit cost and other comprehensive income
$
(2.0
)
 
$
5.4

 

The estimated net loss for defined benefit plans included in AOCI that will be recognized in net periodic benefit cost during 2020 is $2.4 million, consisting of amortization of net actuarial loss of $2.8 million, partially offset by amortization of prior service credit of $0.4 million.
The following table shows the amounts included in AOCI that have not yet been recognized as components of net periodic benefit cost for the years ended December 31:
 
In millions
2019
 
2018
 
 
Net actuarial loss
$
(140.8
)
 
$
(136.4
)
 
 
Net prior service credit
12.3

 
12.7

 
 
Total included in AOCI not yet recognized in the statement of loss
$
(128.5
)
 
$
(123.7
)
 







79

13.     Pension Plans (continued)
The financial assumptions used in the calculations were:
 
 
Projected Unit Credit Valuation
 
 
 
U.K.
 
U.S.
 
 
 
2019
 
2018
 
2017
 
2019
 
2018
 
2017
 
 
 
%
 
%
 
%
 
%
 
%
 
%
 
 
Discount rate
2.10
 
2.90
 
2.40
 
3.10
 
4.20
 
3.60
 
 
Expected return on assets
4.10
 
4.90
 
4.80
 
6.20
 
6.20
 
6.00
 
 
Retail price inflation
2.90
 
3.30
 
3.10
 
n/a
 
n/a
 
n/a
 
 
Inflation related assumptions:
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary inflation
n/a
 
n/a
 
n/a
 
n/a
 
n/a
 
n/a
 
 
Consumer price inflation
2.00
 
2.20
 
2.10
 
n/a
 
n/a
 
n/a
 
 
Pension increases—pre April 6, 1997
1.80
 
2.00
 
1.90
 
n/a
 
n/a
 
n/a
 
 
—1997 - 2005
2.10
 
2.20
 
2.10
 
n/a
 
n/a
 
n/a
 
 
—post April 5, 2005
1.70
 
1.80
 
1.70
 
n/a
 
n/a
 
n/a
 

The discount rate used represents the annualized yield based on a cash-flow matched methodology with reference to an AA corporate bond spot curve and having regard to the duration of the Plan’s liabilities. The inflation rate is derived using a similar cash flow matched methodology as used for the discount rate but having regard to the difference between yields on fixed-interest and index-linked United Kingdom government gilts. The expected return on assets assumption is set having regard to the asset allocation and expected return on each asset class as at the balance sheet date.
 
 
2019
 
2018
 
 
Other principal actuarial assumptions:
Years
 
Years
 
 
Life expectancy of male / female in the U.K. aged 65 at accounting date
21.5 / 24.2
 
21.4 / 24.1
 
 
Life expectancy of male / female in the U.K. aged 65 at 20 years after accounting date
22.8 / 25.7
 
22.8 / 25.7
 

Investment strategies
For the principal defined benefit plan in the Company and the U.K., the Luxfer Group Pension Plan, the assets are invested in a diversified range of asset classes and include matching assets (comprising fixed-interest and index-linked bonds and swaps) and growth assets (comprising all other assets). The Trustees of the Plan have formulated a de-risking strategy to help control the short-term risk of volatility associated with holding growth assets. The Trustees also monitor the cost of a buy-in to secure pensioner liabilities with an insurance company to ensure they and the Company are able to act if such an opportunity arises. Other options to progressively reduce the scale of the liabilities are discussed between the Trustees and the Company.
Risk exposures
The Company is at risk of adverse experience relating to the defined benefit plans.
The plans hold a high proportion of assets in equity and other growth investments, with the intention of growing the value of assets relative to liabilities. The Company is at risk if the value of liabilities grows at a faster rate than the plans assets, or if there is a significant fall in the value of these assets not matched by a fall in the value of liabilities. If these events occurred, this would be expected to lead to an increase in the Company's future cash contributions.




80

13.     Pension Plans (continued)
Special events
In June 2019, the closure of Luxfer Gas Cylinders' French site affected the French pension plan. This resulted in a curtailment gain of $1.8 million and triggered immediate recognition of the unamortized net actuarial losses of $0.3 million.
In December 2019, the U.S. plan offered deferred members the opportunity to receive a lump sum in respect of their benefits in the Plan. The result of this exercise was that lump sums totalling $2.7 million were paid out with a corresponding $3.6 million of defined benefit obligation being extinguished. This triggered immediate recognition of the unamortized net actuarial losses of $0.8 million.
In October 2018, following a High Court ruling in the U.K., a $2.2 million allowance in relation to the expected future costs of equalizing Guaranteed Minimum Pensions (GMPs) in the U.K. Plan has been included in the obligations on the balance sheet at December 31, 2018. This allowance is being amortized in the income statement over the future lifetime of the Plan members.
The fair value of plan assets were:
 
 
2019
 
2019
 
2019
 
2018
 
2018
 
2018
 
 
In millions
U.K.
 
U.S./ other
 
Total
 
U.K.
 
U.S./ other
 
Total
 
 
Assets in active markets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Equities and growth funds
$
146.8

 
$
26.2

 
$
173.0

 
$
173.1

 
$
20.6

 
$
193.7

 
 
Government bonds
52.7

 
—

 
52.7

 
46.7

 
—

 
46.7

 
 
Corporate bonds
129.1

 
16.2

 
145.3

 
63.6

 
18.0

 
81.6

 
 
Cash
0.1

 
—

 
0.1

 
—

 
—

 
—

 
 
Total fair value of plan assets
$
328.7

 
$
42.4

 
$
371.1

 
$
283.4

 
$
38.6

 
$
322.0

 

All investments were classified as Level 2 in the fair value hierarchy as of December 31, 2019 and December 31, 2018.
The following benefit payments are expected to be paid by the plans for the years ended December 31 as follows:
 
In millions
U.K. pension plans
 
U.S./ other pension plans
 
2020
$
14.9

 
$
2.4

 
2021
15.2

 
2.4

 
2022
15.6

 
2.4

 
2023
15.9

 
2.4

 
2024
16.3

 
2.4

 
Thereafter
$
85.3

 
$
11.8


The estimated amount of employer contributions expected to be paid to the defined benefit pension plans for the year ending December 31, 2020, is $7.9 million (2019: $7.9 million actual employer contributions).

81

14.    Shareholders' Equity
(a)
Ordinary share capital
 
 
December 31, 2019
 
December 31, 2018
 
December 31, 2019
 
 
December 31, 2018
 
 
 
 
No.
 
No.
 
Millions
 
 
Millions
 
 
 
Authorized:
 
 
 
 
 
 
 
 
 
 
 
Ordinary shares of £0.50 each
40,000,000

 
40,000,000

 
$
35.7

(1) 
 
$
35.7

(1) 
 
 
Deferred ordinary shares of £0.0001 each
761,835,338,444

 
761,845,318,444

 
149.9

(1) 
 
149.9

(1) 
 
 
 
761,875,338,444

 
761,885,318,444

 
$
185.6

(1) 
 
$
185.6

(1) 
 
 
Allotted, called up and fully paid:
 
 
 
 
 
 
 
 
  
 
 
Ordinary shares of £0.50 each
29,000,000

 
29,000,000

 
$
26.6

(1) 
 
$
26.6

(1) 
 
 
Deferred ordinary shares of £0.0001 each
761,835,338,444

 
761,835,338,444

 
149.9

(1) 
 
149.9

(1) 
 
 
 
761,864,338,444

 
761,864,338,444

 
$
176.5

(1) 
 
$
176.5

(1) 
 
 
​
​

 
​

 
​

​
 
​

​
 

(1) 
The Company's ordinary and deferred share capital are shown in U.S. dollars at the exchange rate prevailing at the month-end spot rate at the time of the share capital being issued. This rate at the end of February 2007 was $1.9613:£1 when the first 20,000,000 shares were issued; the rate at the end of October 2012 was $1.6129:£1 when 7,000,000 shares were issued; the rate at the end of March 2013 was $1.5173:£1 when 1,924 shares were issued; the rate at the end of January 2014 was $1.6487:£1 when 12,076 shares were issued; the rate at the end of May 2014 was $1.6760:£1 when 24,292 shares were issued; the rate at the end of August 2014 was $1.6580:£1 when 58,399 shares were issued; the rate at the end of February 2015 was $1.5436:£1 when 8,563 shares were issued; the rate at the end of March 2015 was $1.4847:£1 when 3,866 shares were issued; the rate at the end of June 2015 was $1.5715:£1 when 27,679 shares were issued; and the rate at the end of August 2018 when was $1.2843:£1 when 1,863,201 shares were issued.
The rights of the shares are as follows:
Ordinary shares of £0.50 each
The ordinary shares carry no entitlement to an automatic dividend but rank pari passu in respect of any dividend declared and paid. The ordinary shares were allotted and issued to satisfy share awards which vested under the Company's share award and share incentive plans.
At December 31, 2019, there were 27,431,283 (2018: 28,376,729) ordinary shares of Luxfer Holdings PLC listed on the New York Stock Exchange (NYSE).
Deferred ordinary shares of £0.0001 each
The deferred shares have no entitlement to dividends or to vote. On a liquidation, (but not otherwise) the holders of the deferred shares shall be entitled to the repayment of the paid up nominal amount of the deferred shares, but only after any payment to the holders of ordinary shares of an amount equal to 100 times the amount paid up on such ordinary shares.






82

14.    Shareholders' Equity (continued)
(b) Treasury Shares
 
In millions
 
 
 
At January 1, 2018
$
(5.8
)
 
 
Transfer of treasury shares into ESOP
1.4

 
 
Utilization of treasury shares
0.1

 
 
At December 31, 2018
(4.3
)
 
 
Utilization of treasury shares
0.3

 
 
At December 31, 2019
$
(4.0
)
 

In June 2015, the Board announced a share buy-back program of up to $10 million to cover the needs of employee share plans. Shareholder approval for this program was granted at the 2014 Annual General Meeting (for repurchases up to an aggregate amount of 2,700,000 ordinary shares or ADSs).
During 2018 and 2019, no ordinary shares were repurchased under the share buy-back program. At December 31, 2019, there were 352,499 (2018: 378,201) treasury shares held at a cost of $4.0 million (2018: $4.3 million).
(c) Own shares held by ESOP
 
In millions
 
 
 
At January 1, 2018
$
(1.0
)
 
 
Issue of new shares
(1.3
)
 
 
Shares sold from ESOP
0.4

 
 
Transfer of treasury shares into ESOP
(1.4
)
 
 
Utilization of ESOP shares
1.1

 
 
At December 31, 2018
(2.2
)
 
 
Shares sold from ESOP
0.2

 
 
Utilization of ESOP shares
0.3

 
 
At December 31, 2019
$
(1.7
)
 

At December 31, 2019, there were 1,216,220 ordinary shares of £0.50 each (2018: 1,621,301 ordinary shares of £0.50 each) held by The Luxfer Group Employee Share Ownership Plan (the "ESOP").













83

14.    Shareholders' Equity (continued)
(d) Dividends paid and proposed
 
In millions
2019
 
2018
 
2017
 
 
Dividends declared and paid during the year:
 
 
 
 
 
 
 
Interim dividend paid February 1, 2017 ($0.125 per ordinary share)
—

 
—

 
3.3

 
 
Interim dividend paid May 3, 2017 ($0.125 per ordinary share)
—

 
—

 
3.3

 
 
Interim dividend paid August 2, 2017 ($0.125 per ordinary share)
—

 
—

 
3.3

 
 
Interim dividend paid November 1, 2017 ($0.125 per ordinary share)
—

 
—

 
3.4

 
 
Interim dividend paid February 7, 2018 ($0.125 per ordinary share)
—

 
3.4

 
—

 
 
Interim dividend paid May 2, 2018 ($0.125 per ordinary share)
—

 
3.3

 
—

 
 
Interim dividend paid August 1, 2018 ($0.125 per ordinary share)
—

 
3.3

 
—

 
 
Interim dividend paid November 7, 2018 ($0.125 per ordinary share)
—

 
3.4

 
—

 
 
Interim dividend paid February 6, 2019 ($0.125 per ordinary share)
3.4

 
—

 
—

 
 
Interim dividend paid May 1, 2019 ($0.125 per ordinary share)
3.4

 
—

 
—

 
 
Interim dividend paid August 7, 2018 ($0.125 per ordinary share)
3.4

 
—

 
—

 
 
Interim dividend paid November 6, 2019 ($0.125 per ordinary share)
3.4

 
—

 
—

 
 
 
$
13.6

 
$
13.4

 
$
13.3

 

 
In millions
2019
 
2018
 
2017
 
 
Dividends declared and paid after December 31 (not recognized as a liability at December 31):
 
 
 
 
 
 
 
Interim dividend paid February 7, 2018: ($0.125 per ordinary share)
$
—

 
$
—

 
$
3.4

 
 
Interim dividend paid February 6, 2019: ($0.125 per ordinary share)
—

 
3.4

 
—

 
 
Interim dividend paid February 5, 2020: ($0.125 per ordinary share)
3.4

 
—

 
—

 
 
 
$
3.4

 
$
3.4

 
$
3.4

 
 
​
​

 
​

 
​

 



84

15.    Share Plans

(a) The Luxfer Group Employee Share Ownership Plan
The trust                                                    
In 1997, the Company established an employee benefit trust ("the ESOP") with independent Trustees, to purchase and hold shares in the Company in trust to be used to satisfy options granted to eligible senior employees under the Company's share plans established from time to time.
The ESOP was established with the benefit of a gift equivalent to the set up and running costs. Purchase monies and costs required by the ESOP Trustees to purchase shares for and under the provisions of the trust are provided by way of an interest free loan from a Company subsidiary. The loan is repayable, in normal circumstances, out of monies received from senior employees when they exercise options granted to them over shares. Surplus shares are held by the ESOP Trustees to satisfy future option awards. The ESOP Trustees have waived their right to receive dividends on shares held in trust. The Remuneration Committee is charged with determining which senior employees are to be granted options and in what number subject to the relevant plan rules.
The current plan
The current share option plan, implemented by the Company in February 2007 is The Luxfer Holdings Executive Share Option Plan ("the Plan"), which consists of two parts. Part A of the Plan is approved by HM Revenue & Customs and Part B is unapproved. Options can be exercised at any time up to the tenth anniversary of their grant subject to the rules of the relevant part of the Plan. As a result of the Company's initial public offering of ordinary shares in 2012, all leaver restrictions over the shares were released. There are no other performance criteria attached to the options.
Changes in the year    
The change in the number of shares held by the Trustees of the ESOP and the number of share options held over those shares are shown below:
 
 
Number of shares held by ESOP Trustees
 
 
 
£0.0001 deferred shares
 
£0.50 ordinary shares
 
 
At January 1, 2019
15,977,968,688

 
1,621,301

 
 
Shares utilized during the year
—

 
(253,881
)
 
 
Shares sold from the ESOP during the year
—

 
(151,200
)
 
 
At December 31, 2019
15,977,968,688

 
1,216,220

 

At December 31, 2019, the loan outstanding from the ESOP was $0.6 million (2018: $2.0 million).
The market value of each £0.50 ordinary share held by the ESOP at December 31, 2019, was $18.51 (2018: $17.63).
(b) Share-based compensation
Luxfer Holdings PLC Long-Term Umbrella Incentive Plan and Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan    
As an important retention tool and to align the long-term financial interests of our management with those of our shareholders, the Company adopted the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the "LTIP") for the Company's senior employees, and the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the "Director EIP") for the Non-Executive Directors.






85

15.    Share Plans (continued)
(b) Share-based compensation (continued)
The equity or equity-related awards under the LTIP and the Director EIP are based on the ordinary shares of the Company. The Remuneration Committee administers the LTIP and has the power to determine to whom the awards will be granted, the amount, type and other terms. Awards granted under the LTIP generally vest one-third each year over a three-year period, subject to continuous employment and certain other conditions, with the exercise period expiring five years after grant date. Awards granted under the Director EIP are non-discretionary, are purely time-based and vest over one year, with settlement occurring immediately on vesting.
Share option and restricted stock awards    
In March 2019, a combined 196,320 of Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over four years and expiring two years later. In May 2019, a combined 3,981 of Restricted Stock Units and Options over ordinary shares were granted under the Director EIP, which were all time-based awards that would fully vest one year later. In December 2019, a combined 6,000 of Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over four years and expiring two years later.            
In March 2018, a combined 432,600 of Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over three years and expiring two years later. In April 2018, a combined 11,936 of Restricted Stock Units and Options over ordinary shares were granted under the Director EIP, of which 2,000 would vest over three years and 9,936 would fully vest one year later. The Director EIP are all time-based awards.

In January 2018, Heather Harding was granted share options in respect of her appointment to the role of Chief Financial Officer. These time, and performance-based options were outside the terms of reference of the LTIP but granted in accordance with the provisions of the Remuneration Policy. The details of the awards are as follows:

The Remuneration Committee determined that the new Chief Financial Officer should acquire 21,000 nominal cost RSUs to vest over three years.

Performance-based awards amounting to 30,000 shares should be made to the new Chief Financial Officer which would vest upon achievement of attaining a specified adjusted diluted EPS target at each annual measurement date. Three levels of target were set:

•
The lower target must be achieved by the measurement date at the end of 2020 and will result in the vesting of 5,000 shares.
 
•
The mid-point target must be achieved by the measurement date at the end of 2022 and will result in the vesting of a further 10,000 shares.

•
The top target must be achieved by the measurement date at the end of 2024 and will result in the vesting of a further 15,000 shares.
These awards have vested in full at the maximum level as all performance criteria were confirmed as having been met by the Remuneration Committee in the first quarter of 2019.
In March 2017, a combined 139,800 of Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over three years and expiring two years later. Following the Annual General Meeting on May 23, 2017, a combined 21,814 of Restricted Stock Units and Options over ordinary shares were granted under the Director EIP, which were all time-based awards which will be fully vested and settled one year later in May 2018.




86

15.    Share Plans (continued)
(b) Share-based compensation (continued)
In May 2017 Alok Maskara was granted share options in respect of his appointment to the role of Chief Executive Officer. These time, and performance-based options were outside the terms of reference of the LTIP but granted in accordance with the provisions of the Remuneration Policy. The details of the awards are as follows:
(i)
The Remuneration Committee determined that the new Chief Executive Officer should acquire a minimum quantity of 22,500 shares within twelve months of appointment. Upon the Chief Executive Officer acquiring the shares, the Company matched the purchase by granting an award over 45,000 nominal cost RSUs, to vest over three years.
(ii)
A one-off share award to the new CEO, outside the terms of the LTIP, over 60,000 time-based nominal cost RSUs, to vest over four years.
(iii)
Performance-based Awards made to the new Chief Executive Officer vest upon achievement of attaining a specified adjusted diluted EPS target at each annual measurement date. Three levels of targets were set:
•
The lower target must be achieved by the measurement date at the end of 2020 and will result in the vesting of 30,000 shares.
•
The mid-point target must be achieved by the measurement date at the end of 2022 and will result in the vesting of a further 40,000 shares.
•
The top target must be achieved by the measurement date at the end of 2024 and will result in the vesting of a further 50,000 shares.
These awards have vested in full at the maximum level as all performance criteria were confirmed as having been met by the Remuneration Committee in the first quarter of 2019.
Total share-based compensation expense for 2019, 2018 and 2017 was as follows:
 
 
Years ended December 31,
 
 
In millions
2019
 
2018
 
2017
 
 
Other share-based compensation charges
$
4.5

 
$
4.8

 
$
2.2

 
 
Restructuring share-based compensation charges
—

 
—

 
0.9

 
 
Total share-based compensation charges
$
4.5

 
$
4.8

 
$
3.1

 

There were no cancellations or modifications to the awards in 2019, 2018 or 2017.
Cash received from option exercises for the years ended December 31, 2019, 2018 and 2017 was $0.5 million, $0.5 million and $0.9 million, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $0.9 million, $0.2 million and $0.3 million in 2019, 2018 and 2017, respectively.
The following tables illustrates the number of, and movements in, share options during the year, with each option relating to 1 ordinary share:
 
 
Number of shares
 
Weighted- average exercise price
 
Weighted- average remaining contractual life (years)
 
Aggregate intrinsic value ($M)
 
 
At January 1, 2019
849,064

 
$
2.10

 
1.9
 
$
13.3

 
 
Granted during the year
212,419

 
$
0.90

 
 
 
 
 
 
Exercised during the year
(491,216
)
 
$
2.65

 
 
 
 
 
 
Accrued dividend awards
13,838

 
$
0.72

 
 
 
 
 
 
Lapsed during the year
(116,743
)
 
$
2.43

 
 
 
 
 
 
At December 31, 2019
467,362

 
$
0.75

 
1.7
 
$
8.7

 
 
Options exercisable at December 31, 2019
8,903

 
$
0.66

 
2.1
 
$
0.2

 
 
Options expected to vest as of December 31, 2019
458,459

 
$
0.75

 
1.7
 
$
8.5

 




87

15.    Share Plans (continued)
(b) Share-based compensation (continued)
The weighted average fair value of options granted in 2019, 2018 and 2017 was estimated to be $17.65, $11.02 and $9.82 per share, respectively. The total intrinsic value of options that were exercised during 2019, 2018 and 2017 was $11.2 million, $9.3 million and $1.4 million, respectively. At December 31, 2019, the total unrecognized compensation cost related to share options was $2.7 million (2018: $3.8 million). This cost is expected to be recognized over a weighted average period of 1.3 years (2018: 1.8 years ).
The following table illustrates the assumptions used in deriving the fair value of share options during the year:
 
 
2019
 
2018
 
2017
 
 
Dividend yield (%)
2.10
 
4.00
 
4.00
 
 
Expected volatility range (%)
 35.06 - 44.20
 
 22.65 - 35.77
 
26.81- 35.81
 
 
Risk-free interest rate (%)
 0.74 - 2.52
 
0.12 - 2.57
 
1.00 - 2.01
 
 
Expected life of share options range (years)
0.50 - 4.00
 
0.50 - 6.00
 
0.50 - 7.36
 
 
Forfeiture rate (%)
5.00
 
5.00
 
5.00
 
 
Weighted average exercise price ($)
$1.00
 
$0.65
 
$0.65
 
 
Models used
Black-Scholes & Monte-Carlo
 
Black-Scholes & Monte-Carlo
 
Black-Scholes
 

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.

Employee share incentive plans                                        The Company operates an all-employee share incentive plan in its U.K. and U.S. operations and may look to implement plans in other geographic regions.

88

16.    Segmental Information
We classify our operations into two core business segments, Gas Cylinders and Elektron, based primarily on shared economic characteristics for the nature of the products and services; the nature of the production processes; the type or class of customer for their products and services; the methods used to distribute their products or provide their services; and the nature of the regulatory environment. The Company has six identified business units, which aggregate into the two reportable segments. Luxfer Gas Cylinders and Luxfer Superform aggregate into the Gas Cylinders segment, and Luxfer MEL Technologies, Luxfer Magtech, Luxfer Graphic Arts and Luxfer Czech Republic(1) aggregate into the Elektron segment. A summary of the operations of the segments is provided below:
Gas Cylinders segment
Our Gas Cylinders segment manufactures and markets specialized products using aluminum, titanium and carbon composites, including pressurized cylinders for use in various applications including self-contained breathing apparatus (SCBA) for firefighters, containment of oxygen and other medical gases for healthcare, alternative fuel vehicles, and general industrial. The segment also forms lightweight aluminum and titanium panels into highly complex shapes that are used mainly in the transportation industry.
Elektron segment                                                Our Elektron segment focuses on specialty materials based primarily on magnesium and zirconium, with key product lines including advanced lightweight magnesium alloys with a variety of uses across a variety of industries; magnesium powders for use in countermeasure flares, as well as heater meals; photoengraving plates for graphic arts; and high-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advanced ceramics, fiber-optic fuel cells, and many other performance products.
Other
Other primarily represents unallocated corporate expense and includes non-service related defined benefit pension cost / credit and, in 2017, the cost of converting our ADR structure to a direct listing of our ordinary shares.
Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated by the chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments and has been identified as the CEO, using adjusted EBITA(2) and adjusted EBITDA, which is defined as segment income and is based on operating income adjusted for share based compensation charges; loss on disposal of property, plant and equipment, restructuring charges; impairment charges; acquisition and disposal related gains and costs; other charges; depreciation and amortization; and unwind of discount on deferred consideration.
Unallocated assets and liabilities include those which are held on behalf of the Company and cannot be allocated to a segment, such as taxation, investments, cash, retirement benefits obligations, bank and other loans and holding company assets and liabilities.
Financial information by reportable segment for the years ended December 31, is included in the following summary:
 
 
Net Sales
 
 
Adjusted EBITDA
 
 
In millions
2019
 
2018
 
2017
 
 
2019
 
2018
 
2017
 
 
Gas Cylinders segment
$
223.6

 
$
238.1

 
$
220.2

 
 
$
23.3

 
$
23.4

 
$
17.0

 
 
Elektron segment
219.9

 
249.8

 
221.1

 
 
44.8

 
56.2

 
42.3

 
 
Consolidated
$
443.5

 
$
487.9

 
$
441.3

 
 
$
68.1

 
$
79.6

 
$
59.3

 
During 2019, 2018 and 2017 there were $0.4 million of sales made from the Elektron segment to the Gas Cylinders segment.
 
 
Depreciation and amortization
 
 
Restructuring Charges
 
 
In millions
2019
 
2018
 
2017
 
 
2019
 
2018
 
2017
 
 
Gas Cylinders segment
$
5.7

 
$
7.3

 
$
7.2

 
 
$
20.7

 
$
10.0

 
$
2.9

 
 
Elektron segment
9.6

 
11.7

 
11.1

 
 
5.2

 
3.4

 
5.5

 
 
Consolidated
$
15.3

 
$
19.0

 
$
18.3

 
 
$
25.9

 
$
13.4

 
$
8.4

 
(1) The Luxfer Czech Republic business unit was sold at the end of the Second Quarter of 2019.
(2) Adjusted EBITA is adjusted EBITDA less depreciation and loss on disposal of property, plant and equipment.

89

16.    Segmental Information (continued)
 
 
Total assets
 
 
Capital expenditure
 
 
In millions
2019
 
2018
 
2017
 
 
2019
 
2018
 
2017
 
 
Gas Cylinders segment
$
156.0

 
$
157.0

 
$
156.9

 
 
$
3.9

 
$
2.8

 
$
3.5

 
 
Elektron segment
200.8

 
217.5

 
210.4

 
 
10.9

 
10.5

 
5.8

 
 
Other
33.5

 
34.3

 
48.5

 
 
—

 
0.3

 
0.7

 
 
 
$
390.3

 
$
408.8

 
$
415.8

 
 
$
14.8

 
$
13.6

 
$
10.0

 

The following table presents a reconciliation of Adjusted EBITDA to net income:
 
In millions
2019
 
2018
 
2017
 
 
Adjusted EBITDA
$
68.1

 
$
79.6

 
$
59.3

 
 
Other share based compensation charges
(4.5
)
 
(4.8
)
 
(2.2
)
 
 
Loss on disposal of property, plant and equipment
(0.2
)
 
(0.3
)
 
—

 
 
Depreciation and amortization
(15.3
)
 
(19.0
)
 
(18.3
)
 
 
Unwind discount on deferred consideration
(0.2
)
 
(0.2
)
 
(0.2
)
 
 
Restructuring charges
(25.9
)
 
(13.4
)
 
(8.4
)
 
 
Impairment charge
(5.0
)
 
(7.2
)
 
(3.7
)
 
 
Acquisition (costs) / credit
(1.4
)
 
(4.3
)
 
1.3

 
 
Other charges
(2.5
)
 
—

 
(5.8
)
(1) 
 
Defined benefits pension mark-to-market gain
1.3

 
4.7

 
4.2

 
 
Interest expense, net
(4.6
)
 
(4.6
)
 
(6.3
)
 
 
Provision for taxes
(6.7
)
 
(5.5
)
 
(3.3
)
 
 
Net income
$
3.1

 
$
25.0

 
$
16.6

 
(1) Other charges in 2017 include costs incurred on: settlement and other legal expenses incurred in relation to patent infringement litigation against a competitor; and costs incurred in relation to the conversion of the Company's ADR listing to a direct listing of ordinary shares on the New York Stock Exchange.
Equity income of unconsolidated affiliates for 2019, 2018 and 2017 relates predominantly to the Gas Cylinders Segment.
 

90

16.    Segmental Information (continued)
The following tables present certain geographic information by geographic region for the years ended December 31,:
 
 
Net Sales(1)
 
 
 
2019
 
2018
 
2017
 
 
 
$M
Percent
 
$M
Percent
 
$M
Percent
 
 
United States
$
239.4

54.0
%
 
$
249.2

51.1
%
 
$
224.1

50.8
%
 
 
U.K.
35.5

8.0
%
 
47.6

9.8
%
 
40.4

9.2
%
 
 
Germany
22.0

5.0
%
 
42.0

8.6
%
 
36.8

8.3
%
 
 
Italy
22.6

5.1
%
 
23.3

4.8
%
 
19.0

4.3
%
 
 
France
16.5

3.7
%
 
17.0

3.4
%
 
16.0

3.6
%
 
 
Top five countries
$
336.0

75.8
%
 
$
379.1

77.7
%
 
$
336.3

76.2
%
 
 
Rest of Europe
38.4

8.7
%
 
33.2

6.8
%
 
31.1

7.0
%
 
 
Asia Pacific
47.6

10.7
%
 
53.0

10.9
%
 
47.5

10.8
%
 
 
Other (2)
21.5

4.8
%
 
22.6

4.6
%
 
26.4

6.0
%
 
 
 
$
443.5

 
 
$
487.9

 
 
$
441.3

 
 


 
 
 
Property, plant and equipment, net
 
 
In millions
 
2019
 
2018
 
2017
 
 
United States
 
$
57.3

 
$
66.1

 
$
75.4

 
 
United Kingdom
 
36.7

 
36.0

 
36.6

 
 
Rest of Europe
 
1.0

 
1.1

 
13.1

 
 
Asia Pacific
 
0.3

 
0.3

 
0.2

 
 
Other (2)
 
3.6

 
3.4

 
3.8

 
 
 
 
$
98.9

 
$
106.9

 
$
129.1

 
(1) Net sales are based on the geographic destination of sale.
(2) Other includes Canada, South America, Latin America and Africa.




91

17.    Leases
We have operating leases for buildings, vehicles and certain equipment. The majority of our leases have remaining lease terms of one to nine years, with one building having 54 years remaining.
The components of the lease expense is as follows:
 
 
Year to date
 
 
In millions
2019
 
2018
 
2017
 
 
Operating lease cost
$
4.1

 
$
4.8

 
$
5.1

 
None of our leases were classified as finance leases in any of the years disclosed.
Supplemental cash flow information related to leases was as follows:
 
 
Year-to-date
 
 
In millions
2019
 
2018
 
2017
 
 
Operating cash flows from operating leases
$
4.1

 
$
4.8

 
$
5.1

 
Supplemental balance sheet information related to leases was as follows:
 
 
December 31,
 
December 31,
 
 
In millions
2019
 
2018
 
 
Operating leases
 
 
 
 
 
Operating lease right-of-use asset
$
14.8

 
$
18.4

 
 
 
 
 
 
 
 
Other current liabilities
3.3

 
3.5

 
 
Other non-current liabilities
11.7

 
14.9

 
 
 
$
15.0

 
$
18.4

 
 
 
 
 
 
 
 
Weighted Average Remaining Lease Term (Years)
16.2

 
14.6

 
 
Weighted Average Discount Rate
4.46
%
 
4.46
%
 

Maturities of lease liabilities were as follows:
 
In millions
 
 
2019
 
 
2020
 
 
$
3.9

 
 
2021
 
 
3.2

 
 
2022
 
 
2.2

 
 
2023
 
 
1.6

 
 
2024
 
 
1.2

 
 
Thereafter
 
 
9.9

 
 
Total lease payments
 
 
$
22.0

 
 
Less imputed interest
 
 
(7.0
)
 
 
Total
 
 
$
15.0

 





92

18. Commitments and Contingencies
Capital commitments
At December 31, 2019, the Company had capital expenditure commitments of $1.0 million (2018: $2.5 million and 2017: $0.6 million) for the acquisition of new plant and equipment.
Committed banking facilities
At December 31, 2019 and 2018 the Company had committed banking facilities of $150.0 million. The facilities were for providing loans, with a separate facility for letters of credit which at December 31, 2019, was £1.0 million ($1.3 million), 2018 was £7.0 million ($8.9 million). Of the committed facilities, $17.5 million was drawn, no loans were drawn and no letters of credit were utilized at December 31, 2019, $3.5 million, nil and nil for 2018. The Company also has two separate bonding facilities for bank guarantees, one denominated in GBP sterling of £4.5 million ($5.9 million), 2018:£3.0 million ($3.8 million), of which £1.5 million ($2.3 million) (2018: £1.5 million / $1.9 million) was utilized at December 31, 2019 and one denominated in USD of $0.4 million which was fully utilized at December 31,2019.
Contingencies
During February 2014, a cylinder was sold to a long-term customer and ruptured at one of their gas facilities. As a result of this rupture, three people were noted to have minor injuries such as loss of hearing. There was no major damage to assets of the customer. A claim has been launched by the three people who were injured in the incident. We have reviewed our quality control checks from around the time which the cylinder was produced and no instances of failures have been noted. It has also been noted by the investigator that the customer has poor quality and safety checks. As a result we do not believe that we are liable for the incident, and therefore, do not currently expect this case to have a material impact on the Company's financial position or results of operations.
19. Selected Quarterly Data (unaudited)
The following tables present 2019 and 2018 quarterly financial information:
 
 
 
2019
 
 
In millions, except per-share data
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
Full Year
 
 
Net sales
 
$
120.4

 
$
116.5

 
$
107.1

 
$
99.5

 
$
443.5

 
 
Gross profit
 
30.1

 
31.0

 
25.2

 
21.7

 
108.0

 
 
Operating (loss) / income
 
(1.1
)
 
5.2

 
6.6

 
1.7

 
12.4

 
 
Net (loss) / income
 
(3.8
)
 
3.5

 
5.8

 
(2.4
)
 
3.1

 
 
(Loss) / earnings per ordinary share(1)
 
 
 
 
 
 
 
 
 
 
 
 
Basic (loss) / earnings per ordinary share
 
$
(0.14
)
 
$
0.13

 
$
0.21

 
$
(0.09
)
 
$
0.11

 
 
Diluted (loss) / earnings per ordinary share
 
(0.14
)
 
0.13

 
0.21

 
(0.09
)
 
0.11

 


 
 
 
2018
 
 
In millions, except per-share data
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
Full Year
 
 
Net sales
 
$
119.7

 
$
128.2

 
$
129.1

 
$
110.9

 
$
487.9

 
 
Gross profit
 
30.3

 
33.6

 
34.0

 
24.2

 
$
122.1

 
 
Operating income / (loss)
 
12.8

 
14.6

 
15.7

 
(13.1
)
 
$
30.0

 
 
Net income / (loss)
 
9.9

 
11.4

 
12.2

 
(8.5
)
 
$
25.0

 
 
Earnings / (loss) per ordinary share(1)
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings / (loss) per ordinary share
 
$
0.37

 
$
0.43

 
$
0.46

 
$
(0.31
)
 
$
0.94

 
 
Diluted earnings / (loss) per ordinary share
 
0.36

 
0.42

 
0.44

 
(0.31
)
 
0.90

 

(1)
Amounts may not total to annual earnings because each quarter and year are calculated separately based on basic and diluted weighted-average ordinary shares outstanding during the period.
Fourth quarter 2019 included decreases in operating income due to restructuring charges of $1.6 million and impairment charges of $5.2 million.


93

20. Related-Party Transactions
Joint venture in which the Company is a venturer
During 2019, the Company maintained its 51% investment in the equity of the joint venture, Luxfer Uttam India Private Limited. During 2019, the Gas Cylinders segment made $6.4 million (2018: $1.7 million) of sales to the joint venture. At December 31, 2019, the gross amounts receivable from the joint venture amounted to $2.9 million (2018: $1.1 million) and the net amounts receivable amounted to $2.7 million (2018: $0.9 million).
In addition, in 2018 we have transferred goods to Luxfer Uttam on extended credit terms with a sales value of $1.6 million, where we did not deem it to be probable that we would collect substantially all of the consideration. In accordance with ASC 606, Revenue from Contracts with Customers, we did not recognize any revenue in relation to this transaction in 2018, however, this revenue was recognized, in full, during 2019.
During 2019, the Company also maintained its 50% investment in the equity of the joint venture, Nikkei-MEL Company Limited. During 2019, the Elektron segment made $0.7 million of sales to the joint venture (2018: $0.9 million). At December 31, 2019, the gross and net amounts receivable from the joint venture amounted to $0.1 million (2018: nil)
The Company held 49% of the equity in Luxfer Holdings NA, LLC up to December 28, 2018, after which the company acquired the remaining 51% equity stake with the entity fully consolidated at December 31, 2018 (see note 2 Acquisitions and Disposals). During 2018 the Company made $0.6 million of sales to the joint venture and received $0.4 million interest income. All sales to the joint venture are made on similar terms to arm's length transactions.
Associates in which the Company holds an interest
During 2019 the Company maintained its 26.4% equity of the associate, Sub161 Pty Limited. During 2019, the Company made $nil sales (2018: $nil) to the associate. At December 31, 2019, the amounts receivable from the associate denominated in Australian dollars was $nil (2018: $nil).
Transactions with other related parties
At December 31, 2019, the directors and key management comprising the members of the Executive Leadership Team, owned 377,424 £0.50 ordinary shares (2018: 237,161 £0.50 ordinary shares) and held awards over a further 302,752 £0.50 ordinary shares (2018: 600,528 £0.50 ordinary shares).
During the years ended December 31, 2019 and December 31, 2018, share options held by members of the Executive Leadership Team were exercised.
Cherokee Properties Inc. represents a related party due to its association with Chris Barnes, who was until July 2019 the president of one of our operating segments and is the president of Cherokee Properties Inc. During 2019, we engaged with Cherokee Properties Inc. for rental and associated costs regarding our manufacturing site in Madison, IL, for the value of $1.1 million (2018: $1.0 million).
Other than the transactions with the joint ventures and associates disclosed above and key management personnel disclosed above, no other related-party transactions have been identified.

21. Subsequent Events
No material subsequent events



94

Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None
Item 9A.    Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures for the period covered by this report, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 ("the Exchange Act"). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2019, as a result of the material weakness described below.

In light of the material weakness described below, the Company performed additional analysis and other post-closing procedures to ensure our consolidated financial statements are prepared in accordance with generally accepted accounting principles. Our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that our consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K are fairly presented in all material respects in accordance with accounting principles generally accepted in the United States of America (GAAP) for the periods presented herein.
Implementation of new ERP system

In October 2019, the Company implemented a new ERP system in the Luxfer MEL Technologies business unit within the Elektron segment. As a result of the newly implemented ERP, which replaced two legacy ERP systems, management had to design, implement and operate new information technology (“IT”) general controls and process-level controls and make changes to existing process-level controls during the fourth quarter.

As a result of the new ERP system implementation in the fourth quarter, there were control deficiencies identified that led to the material weakness, described below.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has performed an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019, based on the framework and criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, and as a result of the material weakness described below, management has concluded that our internal control over financial reporting was not effective as of December 31, 2019.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The Company determined that the following deficiencies in its internal control over financial reporting in relation to the Luxfer MEL Technologies business unit, in combination, constitute a material weakness.

The Company did not maintain effective controls over certain IT general controls for the new ERP system. Specifically, the Company did not (a) adequately tailor privileged access to the financial application, programs, and data or sufficiently evidence the monitoring of such access; (b) adequately approve exceptions to segregation of duties in respect of the ability to develop and implement changes to the IT production environment; and (c) ensure that it appropriately used complete and accurate information in performing monitoring and oversight controls. In addition, as a consequence of the implementation of the new ERP system, the Company did not design, implement and consistently operate effectively certain process-level controls in the fourth quarter in respect of the appropriate recording, accounting, and review of certain transactions and accounts; and ensure the completeness and accuracy of system-generated information used in performing certain IT-dependent manual controls.


95

While the control deficiencies did not result in any material misstatement of the Company’s financial statements, the Company’s management concluded that, as these deficiencies, in combination, potentially could result in a material misstatement, these deficiencies, in combination, represent a material weakness.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has provided an attestation report which is included herein on the Company's internal control over financial reporting. The Company's financial statements included in this Annual Report on Form 10-K also have been audited by PricewaterhouseCoopers LLP.

Plan for Remediation of Material Weakness in Internal Control Over Financial Reporting
The Company is developing and implementing plans to address the material weakness discussed above. Our management, with oversight from the Audit Committee, has taken immediate action to begin remediating the material weakness identified. While certain remedial actions have been initiated, we continue to actively plan for and implement additional control procedures. These remediation efforts, outlined below, are intended to address the identified material weakness:

•
implement enhanced controls to monitor and document privileged access to, and segregation of duties within, the ERP system;
•
update the design of certain process-level controls and effectively operating them as re-designed;
•
effectively operate the process-level controls which were designed appropriately; and
•
implement any additional reviews, controls and procedures that may be required to remediate the material weakness.

Attestation Report of Independent Registered Public Accounting Firm
The attestation report required under this ITEM 9A is contained in ITEM 8 of this Annual Report on Form 10-K under the caption "Report of Independent Registered Public Accounting Firm."
Changes in Internal Control over Financial Reporting
Other than the changes to controls arising from the implementation of the new ERP system, as described above, there was no other change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item 9B.    Other Information
Not applicable.

96

PART III

Item 10.    Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the following sections of our definitive Proxy Statement related to the 2020 Annual General Meeting to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this annual report, (the "2020 Proxy Statement"): "Resolutions 1 - 5 - Election and Re-Election of Director Nominees," "Corporate Governance Matters" and "Section 16(a) Beneficial Ownership Reporting Compliance."
The Company has adopted a code of ethics which is applicable to all employees and is available on the corporate website, www.luxfer.com. A copy of the code can also be obtained, without charge, upon request. If there is an amendment to the code, then the nature of the amendment will also be made available of the corporate website.

Item 11.    Executive Compensation
The information required by this Item is incorporated by reference to the following sections of the Proxy Statement for the 2020 annual general meeting: “Executive Compensation Discussion and Analysis” and “Director Compensation”.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to the following sections of the Proxy Statement for the 2020 annual general meeting: "Equity Compensation Plan Information" and "Security Ownership."

Item 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the following sections of the Proxy Statement for the 2020 annual general meeting: "Policies and Procedures Regarding Conflicts of Interest and Related Party Transactions" and "Corporate Governance Matters."

Item 14.    Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the following section of the Proxy Statement for the 2020 annual general meeting: "Resolution 9 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of Luxfer Holdings PLC for 2020, and to authorize, by binding vote, the Audit Committee to set the auditors’ remuneration".


97

PART IV

Item 15.    Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
The Financial Statements listed in the Index to Financial Statements in Item 8 are filed as part of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
N/A
(a)(3) Exhibits
3.1
4.1
10.1
10.2
10.3
10.4
10.5
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.17

98

10.18
10.19
21.1
23.1
31.1
31.2
32.1
32.2
101
The financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

* Management contract or compensatory plan or arrangement

Item 16.    Form 10-K Summary
None.


99

SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Luxfer Holdings plc
 
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
/s/Alok Maskara
 
 
 
 
Alok Maskara
 
 
 
 
Chief Executive Officer
 
 
 
 
(Duly Authorized Officer)
 
 
 
 
March 9, 2020
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
 
Signature
Title
Date
 
 
/s/Alok Maskara
Chief Executive Officer (Principal Executive Officer) and Director
March 9, 2020
 
 
Alok Maskara
 
 
 
 
 
 
 
 
 
/s/Heather Harding
Chief Financial Officer (Principal Financial Officer)
March 9, 2020
 
 
Heather Harding
 
 
 
 
 
 
 
 
 
/s/Stephen M.D. Webster
Corporate Controller (Principal Accounting Officer)
March 9, 2020
 
 
Stephen M.D. Webster
 
 
 
 
 
 
 
 
 
/s/David F. Landless
Chairman of the Board and Director
March 9, 2020
 
 
David F. Landless
 
 
 
 
 
 
 
 
 
/s/Allisha Elliott
Director
March 9, 2020
 
 
Allisha Elliott
 
 
 
 
 
 
 
 
 
/s/Richard J. Hipple
Director
March 9, 2020
 
 
Richard J. Hipple
 
 
 
 
 
 
 
 
 
/s/Clive J. Snowdon
Director
March 9, 2020
 
 
Clive J. Snowdon
 
 
 
 
 
 
 
 
 
/s/Lisa G. Trimberger
Director
March 9, 2020
 
 
Lisa G. Trimberger
 
 
 



100



101



102
 EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit




LO\SOUTETA\1730392.1


LO\SOUTETA\1730392.1
Company Number: 03690830
ARTICLES OF ASSOCIATION
OF
LUXFER HOLDINGS PLC
(Adopted by Special Resolution passed on 15 May 2019)

INTERPRETATION
1.
EXCLUSION OF OTHER REGULATIONS OR ARTICLES
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the company.
2.
DEFINITIONS
1.
In these articles unless the context otherwise requires:
"address" includes a number or address used for the purposes of sending or receiving documents or information by electronic means;
"these articles" means these articles of association as altered from time to time and the expression "this article" shall be construed accordingly;
"the auditors" means the auditors from time to time of the company or, in the case of joint auditors, any one of them;
"the board" means the board of directors from time to time of the company or the directors present at a meeting of the directors at which a quorum is present;
"certificated share" means a share which is not an uncertificated share and references in these articles to a share being held in certificated form shall be construed accordingly;
"chair" means the chair of the board from time to time;
"clear days" in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;
"the Companies Acts" means every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the company;
"Deferred Shares" means the deferred shares of £0.0001 each in the share capital of the company;
"the holder" in relation to any shares means the person whose name is entered in the register as the holder of those shares;
"member" means a member of the company;




"the office" means the registered office from time to time of the company;
"Operator" means a person approved under the Uncertificated Securities Regulations 2001 as operator of a relevant system;
"ordinary shares" means ordinary shares of £0.50 each in the share capital of the company;
"paid up" means paid up or credited as paid;
"participating class" means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;
"person entitled by transmission" means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;
"the register" means the register of members of the company;
"relevant system" means a computer-based system which allows units of securities without written instruments to be transferred and endorsed pursuant to the uncertificated securities rules;
"seal" means an common or official seal that the company may be permitted to have under the Companies Acts;
"the secretary" means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the company and includes an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary;
"the uncertificated securities rules" means any provision of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision;
"uncertificated share" means a share of a class which is at the relevant time a participating class, title to which is recorded on the register as being held in uncertificated form and references in these articles to a share being held in uncertificated form shall be construed accordingly; and
"United Kingdom" means Great Britain and Northern Ireland.
2.
References to a document being executed, signed or to signature include references to its being executed or signed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts.
3.
References to writing and to any form of written communication include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise.
4.
Words or expressions to which a particular meaning is given by the Companies Acts in force when these articles or any part of these articles are adopted bear (if not inconsistent with the subject matter or context) the same meaning in these articles or that part (as the case may be) save that the word "company" shall include any body corporate.
5.
References to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
6.
Headings are included only for convenience and shall not affect meaning.
3.
LIMITED LIABILITY
The liability of members of the company is limited to the amount, if any, unpaid on the shares in the company held by them.
4.
CHANGE OF NAME
The company may change its name by resolution of the board.




SHARE CAPITAL
5.
RIGHTS ATTACHED TO SHARES
1.
Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the board may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles.
2.
The following special rights and restrictions shall apply to the Deferred Shares:
(a)
Income
The holders of Deferred Shares shall not be entitled to receive any dividend or other distribution;
(b)
Capital
On a winding up (but not otherwise) the holders of Deferred Shares shall be entitled to the repayment of the paid up nominal amount on their Deferred Shares, but only after any payment to the holders of Ordinary Shares of an amount equal to 100 times the amount paid up on such Ordinary Shares; and
(c)
General Meetings
The holders of Deferred Shares shall not be entitled to receive notice of or attend or vote at any general meeting of the company.
6.
REDEEMABLE SHARES
Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued which is to be redeemed, or is liable to be redeemed at the option of the company or the holder. The board may determine the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles.
7.
VARIATION OF RIGHTS
Subject to the provisions of the Companies Acts, all or any of the rights attached to any existing class of shares may from time to time (whether or not the company is being wound up) be varied either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of these articles as to general meetings of the company shall, with any necessary modifications, apply to any such separate general meeting, but so that the necessary quorum shall be two persons entitled to vote and holding or representing by proxy not less than one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares), (but so that at any adjourned meeting one holder entitled to vote and present in person or by proxy (whatever the number of shares held by such person) shall be a quorum), that every holder of shares of the class present in person or by proxy and entitled to vote shall be entitled on a poll to one vote for every share of the class held by such person (subject to any rights or restrictions attached to any class of shares) and that any holder of shares of the class present in person or by proxy and entitled to vote may demand a poll. The foregoing provisions of this article shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied. For the purposes of this article, where a person is present by proxy or proxies such person is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.
8.
PART PASSU ISSUES
The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.
9.
SHARES
Subject to the provisions of the Companies Acts, to the provisions of these articles and to any resolution passed by the company and without prejudice to any rights attached to existing shares, the board may offer, allot, grant options over or otherwise deal with or dispose of shares in the company, or grant rights to subscribe for or convert any securities into shares in the company, to such persons, at such times and for such consideration and upon such terms as the board may decide.




10.
PAYMENT OF COMMISSION
The company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other.
11.
TRUSTS NOT RECOGNISED
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the company as holding any share upon any trust and the company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share or (except only as by these articles or by law otherwise provided) any other right in respect of any share other than an absolute right to the whole of the share in the holder.
12.
SUSPENSION OF RIGHTS WHERE NON-DISCLOSURE OF INTEREST
1.
Where the holder of any shares in the company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the company may give the holder of those shares a further notice (a "restriction notice") to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other provision of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (c) of the definition of "relevant restrictions", the board may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice and to keep them in certificated form for as long as the board requires. The notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the notice, the board may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form.
2.
If after the service of a restriction notice in respect of any shares the board is satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the company shall, within seven days, cancel the restriction notice. The company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm's length sale.
3.
Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as such person may direct.
4.
Any new shares in the company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the board may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued.
5.
Any holder of shares on whom a restriction notice has been served may at any time request the company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the company shall give that information accordingly.
6.
Where a person appearing to be interested in shares has been served with a statutory notice and the shares in which such person appears to be interested are held by an Approved Depositary, this article applies only to those shares which are held by the Approved Depositary in which that person appears to be interested and not (so far as that person's apparent interest is concerned) to any other shares held by the Approved Depositary.
7.
Where a member who is an Approved Depositary has been served with a statutory notice, the obligations of that member will be limited to disclosing to the company information relating to any person who appears to be interested in the shares held by it which has been recorded by it in accordance with the arrangement under which it was appointed as an Approved Depositary.
8.
If a statutory notice is given by the company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice.
9.
This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the company arising from any failure by any person to give any information required by a statutory notice within the time




specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the relevant period.
10.
In this article:
a sale is an "arm's length sale" if the board is satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;
"person appearing to be interested" in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the company by a member as being so interested or shown in any register or record kept by the company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the company, any person whom the company knows or has reasonable cause to believe is or may be so interested;
"person with a 0.25 per cent. interest" means a person who holds, or is shown in any register or record kept by the company under the Companies Acts as having an interest in, shares in the company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;
"relevant period" means a period of 14 days following service of a statutory notice;
"relevant restrictions" mean in the case of a restriction notice served on a person with a 0.25 per cent. interest that:
(a)
the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings;
(b)
the board may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend; and
(c)
the board may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm's length sale,
and in any other case mean only the restriction specified in sub-paragraph (a) of this definition; and
"statutory notice" means a notice served by the company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares.
13.
UNCERTIFICATED SHARES
1.
Pursuant and subject to the uncertificated securities rules, the board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The board may also, subject to compliance with the uncertificated securities rules, determine at any time that title tom any class of shares may from a date specified by the board no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system.
2.
In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:
(a)
the holding of shares of that class in uncertificated form;
(b)
the transfer of title to shares of that class by means of a relevant system; and
(c)
any provision of the uncertificated securities rules,
and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator,




so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.
3.
Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules.
4.
If, under these articles or the Companies Acts, the company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to:
(a)
require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires;
(b)
appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as they had been taken by the registered holder of that share; and
(c)
take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.
5.
Unless the board otherwise determines, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights.
6.
Unless the board otherwise determines or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.
7.
The company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).
14.
RIGHT TO SHARE CERTIFICATES
Every person (except a person to whom the company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within the time limits prescribed by the Companies Acts (or, if earlier, within any prescribed time limit or within a time specified when the shares were issued) one certificate for all those shares of any one class. In the case of a certificated share held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who transfers some but not all of the shares comprised in a certificate shall be entitled to a certificate for the balance without charge to the extent the balance is to be held in certificated form.
15.
REPLACEMENT OF SHARE CERTIFICATES
If a share certificate is defaced, worn out, stolen, lost or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity as the board may decide and, where it is defaced or worn out, after delivery of the old certificate to the company. Any two or more certificates representing shares of any one class held by any member shall at their request be cancelled and a single new certificate for such shares issued in lieu. Any certificate representing shares of any one class held by any member may at their request be cancelled and two or more certificates for such shares may be issued instead. The board may require the payment of any exceptional out-of-pocket expenses of the company incurred in connection with the issue of any certificates under this article. Any one of two or more joint holders may request replacement certificates under this article.
16.
SHARE CERTIFICATES SENT AT HOLDER'S RISK
Every share certificate sent in accordance with these articles will be sent at the risk of the member or other person entitled to the certificate. The company will not be responsible for any share certificate lost or delayed in the course of delivery.




17.
EXECUTION OF SHARE CERTIFICATES
Every share certificate shall be executed under a seal or in such other manner as the board, having regard to the terms of issue and any listing requirements, may authorise and shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. The board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person.
LIEN
18.
COMPANY'S LIEN ON SHARES NOT FULLY PAID
The company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the company (whether presently or not) in respect of that share. The company's lien on a share shall extend to every amount payable in respect of it. The board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article.
19.
ENFORCING LIEN BY SALE
The company may sell, in such manner as the board may decide, any share on which the company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale the board may authorise some person to execute an instrument of transfer of the share sold to or in accordance with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money, nor shall their title to the share be affected by any irregularity or invalidity in relation to the sale.
20.
APPLICATION OF PROCEEDS OF SALE
The net proceeds, after payment of the costs, of the sale by the company of any share on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale and upon surrender, if required by the company, for cancellation of the certificate for the share sold) be paid to the person who was entitled to the share at the time of the sale.
CALLS ON SHARES
21.
CALLS
Subject to the terms of issue, the board may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the company serving upon such person at least 14 clear days' notice specifying when and where payment is to be made) pay to the company as required by the notice the amount called on their shares. A call may be made payable by instalments. A call may be revoked or postponed, in whole or in part, as the board may decide. A person upon whom a call is made shall remain liable jointly and severally with the successors in title to their shares for all calls made upon such person notwithstanding the subsequent transfer of the shares in respect of which the call was made.
22.
TIMING OF CALLS
A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.
23.
LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
24.
INTEREST DUE ON NON-PAYMENT
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at




such rate, not exceeding 15 per cent. per annum, as the board may decide, and all expenses that have been incurred by the company by reason of such non-payment, but the board shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part.
25.
SUMS DUE ON ALLOTMENT TREATED AS CALLS
Any amount which becomes payable in respect of a share on allotment or on any other date fixed by or in accordance with the terms of issue, whether in respect of the nominal amount of the share or by way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not paid, all the provisions of these articles shall apply as if the sum had become due and payable by virtue of a call.
26.
POWER TO DIFFERENTIATE
The board may on or before the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
27.
PAYMENT OF CALLS IN ADVANCE
The board may, if it thinks fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by such person and on all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, not exceeding (unless the company by ordinary resolution shall otherwise direct) 15 per cent. per annum, as the board may decide.
FORFEITURE OF SHARES
28.
NOTICE IF CALL OR INSTALMENT NOT PAID
If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the board may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and any expenses incurred by the company by reason of such non-payment.
29.
FORM OF NOTICE
The notice shall name a further day (not being less than 14 clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call has been made or instalment is payable will be liable to be forfeited.
30.
FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
If the notice is not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest and expenses due in respect of it have been made, be forfeited by a resolution of the board to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. The board may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender.
31.
NOTICE AFTER FORFEITURE
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give notice.
32.
SALE OF FORFEITED SHARES
Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the company and may be sold or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the board shall decide. The board may for the purposes of the disposal authorise some person to execute an instrument of transfer to the designated transferee. The company may receive the consideration (if any) given for the share on its disposal. At any time before a sale or disposition the forfeiture may be cancelled by the board on such terms as the board may decide.
33.
ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
1.
A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the




company all moneys which at the date of the forfeiture were payable by such person to the company in respect of those shares with interest thereon at the rate of 15 per cent. per annum (or such lower rate as the board may decide) from the date of forfeiture until payment, and the company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal.
34.
STATUTORY DECLARATION AS TO FORFEITURE
A statutory declaration that the declarant is a director of the company or the secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money (if any) nor shall their title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or disposal.
TRANSFER OF SHARES
35.
TRANSFER
1.
Subject to such of the restrictions of these articles as may be applicable:
(a)
any member may transfer all or any of their uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and
(b)
any member may transfer all or any of their certificated shares by an instrument of transfer in any usual form or in any other form which the board may approve.
2.
The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it.
36.
EXECUTION OF TRANSFER
The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee. All instruments of transfer, when registered, may be retained by the company.
37.
RIGHTS TO DECLINE REGISTRATION OF PARTLY PAID SHARES
The board may, in its absolute discretion and without giving any reason for so doing, decline to register any transfer of any share which is not a fully paid share.
38.
OTHER RIGHTS TO DECLINE REGISTRATION
1.
Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
2.
The board may decline to register any transfer of a certificated share unless:
(a)
the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the board to be exempt from stamp duty and is left at the office or such other place as the board may from time to time determine accompanied (save in the case of a transfer by a person to whom the company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the person executing the instrument of transfer to make the transfer and, if the instrument of transfer is executed by some other person on their behalf, the authority of that person so to do;
(b)
the instrument of transfer is in respect of only one class of share; and
(c)
in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.
3.
For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the board shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.
39.
NO FEE FOR REGISTRATION
No fee shall be charged by the company for registering any transfer, document or instruction relating to or affecting the title to any share or for making any other entry in the register.




40.
UNTRACED SHAREHOLDERS
1.
The company can sell any certificated shares at the best price reasonably obtainable at the time of the sale if:
(a)
during the 12 years before the notice referred to in (b) below, the shares have been in issue either in certificated or uncertificated form, at least three cash dividends have become payable on the shares and no dividend has been cashed during that period;
(b)
after the 12 year period, the company has sent a notice to the last known address the company has for the relevant member, stating that it intends to sell the shares. Before sending such a notice to a member, the company must have used reasonable efforts to trace the member; and
(c)
during the 12 year period and for three months after sending the notice referred to in (b) above, the company has not heard from the member or any person entitled to the shares by law.
2.
To sell any shares in this way, the board can appoint anyone to transfer the shares. This transfer will be just as effective as if it had been signed by the holder, or by a person who is entitled to the shares by law. The person to whom the shares are transferred will not be bound to concern himself as to what is done with the purchase moneys nor will their ownership be affected even if the sale is irregular or invalid in any way.
3.
The proceeds of sale will be forfeited and will belong to the company and the company will not be liable in any respect to the person who would have been entitled to the shares by law for the proceeds of sale. The company can use the money for such good causes as the directors decide.
TRANSMISSION OF SHARES
41.
TRANSMISSION ON DEATH
If a member dies, the survivor or survivors, where such member was a joint holder, and such person’s personal representatives, where such member was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the company as having any title to such person’s shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by such person solely or jointly with other persons.
42.
ENTRY OF TRANSMISSION IN REGISTER
Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the board, the board shall within two months after proof cause the entitlement of that person to be noted in the register.
43.
ELECTION OF PERSON ENTITLED BY TRANSMISSION
Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by such person registered as the holder. If such person elects to be registered himself such person shall give notice to the company to that effect. If such person elects to have another person registered, and the share is a certificated share, such person shall execute an instrument of transfer of the share to that person. If such person elects to have himself or another person registered and the share is an uncertificated share, such person shall take any action the board may require (including, without limitation, the signing of any document and the giving of any instruction by means of a relevant system) to enable himself or that person to be registered as the holder of the share. The board may at any time require the person to elect either to be registered himself or to transfer the share and if the requirements are not complied with within 60 days of being issued the board may withhold payment of all dividends and other moneys payable in respect of the share until the requirements have been complied with. All the provisions of these articles relating to the transfer of, and registration of transfers of, shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.
44.
RIGHTS OF PERSON ENTITLED BY TRANSMISSION
Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as such person would have had if such person were the holder of it save that, until such person becomes the holder, such person shall not be entitled in respect of the share (except with the authority of the board) to receive notice of, or to attend or vote at, any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings.




ALTERATION OF SHARE CAPITAL
45.
SUB-DIVISION
Any resolution authorising the company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
46.
FRACTIONS
Whenever as a result of a consolidation, consolidation and sub-division or sub-division of shares any holders would become entitled to fractions of a share, the board may deal with the fractions as it thinks fit including by ignoring fractions altogether or by aggregating and selling them or by dealing with them in some other way. For the purposes of effecting any such sale, the board may arrange for the shares representing the fractions to be entered in the register as certificated shares. The board may sell shares representing fractions to any person, including the company and may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase money nor shall such person’s title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.
NOTICE OF GENERAL MEETINGS
47.
OMISSION OR NON-RECEIPT OF NOTICE
1.
The accidental omission to give any notice of a meeting or the accidental omission to send or supply any document or other information relating to any meeting to, or the non-receipt (even if the company becomes aware of such non-receipt) of any such notice, document or other information by, any person entitled to receive the notice, document or other information shall not invalidate the proceedings at that meeting.
2.
A member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting.
48.
POSTPONEMENT OF GENERAL MEETINGS
1.
If the board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, it may postpone or move the general meeting to another date, time and/or place. The board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these articles not less than 48 hours before the time appointed for holding the rearranged meeting. The board may also postpone or move the rearranged meeting under this article.
PROCEEDINGS AT GENERAL MEETINGS
49.
QUORUM
1.
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chair of the meeting which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes. A shareholder which is a company is to be considered present if it is represented by a duly authorised representative.
2.
If the directors so determine, any or all members (or their proxies) may participate in a general meeting by means of a conference telephone, video teleconference equipment or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. A meeting which takes place by conference telephone, video teleconference or other such communication equipment will be treated as taking place at the place where the chair is.
50.
PROCEDURE IF QUORUM NOT PRESENT
If within thirty minutes (or such longer time not exceeding one hour as the chair of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:




(a)
if convened by or upon the requisition of members, shall be dissolved; and
(b)
in any other case, it shall stand adjourned to such other day (being not less than ten days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened) and at such other time or place as the chair of the meeting may decide. At any adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by such person) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by such person) shall be a quorum.
51.
SECURITY ARRANGEMENTS
The board may take any action and may put in place any arrangements, both before and during any meeting, that they consider appropriate for the proper and orderly conduct of the general meeting and the safety of people attending it. This authority includes power to refuse entry to, or to remove from meetings, any person who fails to comply with such arrangements.
52.
CHAIR OF GENERAL MEETING
The chair (if any) of the board or, in their absence, the deputy chair (if any) shall preside as chair at every general meeting. If there is no chair or deputy chair, or if at any meeting neither the chair nor any deputy chair is present within thirty minutes after the time appointed for the commencement of the meeting, or if neither the chair nor any deputy chair is willing to act as chair, the directors present shall choose one of their number to act, or if one director only is present such person shall preside as chair of the meeting if willing to act. If no director is present, or if each of the directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chair of the meeting. Nothing in these articles shall restrict or exclude any of the powers or rights of a chair of a meeting which are given by law.
53.
ORDERLY CONDUCT
The chair of the meeting shall take such action or give directions for such action to be taken as such person thinks fit to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting. The chair's decision on points of order, matters of procedure or arising incidentally from the business of the meeting shall be final as shall be such person’s determination as to whether any point or matter is of such a nature.
54.
ENTITLEMENT TO ATTEND AND SPEAK
Each director shall be entitled to attend and speak at any general meeting of the company. The chair of the meeting may invite any person to attend and speak at any general meeting of the company where such person considers that this will assist in the deliberations of the meeting.
55.
ADJOURNMENTS
The chair of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to such person that (a) the members entitled to vote and wishing to attend cannot be conveniently accommodated in the place appointed for the meeting (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the chair of the meeting may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the board. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. Any meeting may be adjourned more than once.
56.
NOTICE OF ADJOURNMENT
If the continuation of an adjourned meeting is to take place three months or more after it was adjourned or if business is to be transacted at an adjourned meeting the general nature of which was not stated in the notice of the original meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this article, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.




AMENDMENTS
57.
AMENDMENTS TO RESOLUTIONS
In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the company at its office or the chair of the meeting in their absolute discretion decides that it may be considered or voted upon. With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote.
58.
AMENDMENTS RULED OUT OF ORDER
If an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chair of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
VOTING
59.
VOTES OF MEMBERS
Subject to any special terms as to voting upon which any shares may be issued or may at the relevant time be held and to any other provisions of these articles, members shall be entitled to vote at a general meeting as provided in the Companies Acts. Where a proxy is given discretion as to how to vote on a show of hands this will be treated as an instruction by the relevant shareholder to vote in the way in which the proxy decides to exercise that discretion.
60.
METHOD OF VOTING
1.
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded. Subject to the Companies Acts, a poll may be demanded by:
(a)
the chair of the meeting; or
(b)
at least five members present in person or by proxy and entitled to vote on the resolution; or
(c)
any member or members present in person or by proxy and representing in the aggregate not less than one tenth of the total voting rights of all the members having the right to attend and vote on the resolution; or
(d)
any member or members present in person or by proxy and holding shares conferring a right to attend and vote on the resolution, being shares on which there have been paid up sums in the aggregate equal to not less than one tenth of the total sum paid up on all the shares conferring that right.
2.
The chair of the meeting can also demand a poll before a resolution is put to the vote on a show of hands.
3.
Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chair of the meeting that a resolution on a show of hands has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
61.
PROCEDURE IF POLL DEMANDED
If a poll is properly demanded it shall be taken in such manner as the chair of the meeting shall direct. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
62.
WHEN POLL TO BE TAKEN
A poll demanded on the election of a chair of the meeting, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not later than 30 days after the date of the demand) and at such time and place as the chair of the meeting shall direct. It shall not be necessary (unless the chair of the meeting otherwise directs) for notice to be given of a poll.
63.
CONTINUANCE OF OTHER BUSINESS AFTER POLL DEMAND
The demand for a poll (other than on the election of a chair of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chair of the meeting at any




time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made.
64.
VOTES OF JOINT HOLDERS
In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
65.
VOTING ON BEHALF OF INCAPABLE MEMBER
A member in respect of whom an order has been made by any competent court or official on the ground that such person is or may be suffering from mental disorder or is otherwise incapable of managing their affairs may vote at any general meeting of the company and may exercise any other right conferred by membership in relation to general meetings or upon a poll by or through any person authorised in such circumstances to do so on their behalf (and that person may vote by proxy), provided that evidence to the satisfaction of the board of the authority of the person claiming to exercise the right to vote or such other right has been received by the company not later than the last time at which proxy forms should have been received in order to be valid for use at that meeting or on the holding of that poll.
66.
NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES
No member shall, unless the board otherwise decides, be entitled in respect of any share held by such person to attend or vote (either personally or by proxy) at any general meeting of the company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by such person in respect of that share have been paid.
67.
OBJECTIONS OR ERRORS IN VOTING
If:
(a)
any objection shall be raised to the qualification of any voter, or
(b)
any votes have been counted which ought not to have been counted or which might have been rejected, or
(c)
any votes are not counted which ought to have been counted,
the objection or error shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or poll at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the chair decides that the same may have affected the decision of the meeting. The decision of the chair on such matters shall be conclusive.
APPROVED DEPOSITARIES
68.
MEANING OF APPROVED DEPOSITARY
1.
In these articles, unless the context otherwise requires, "Approved Depositary" means a person approved by the board and appointed:
(a)
to hold the company's shares or any rights or interests in any of the company's shares; and
(b)
to issue securities, documents of title or other documents which evidence that the holder of them owns or is entitled to receive the shares, rights or interests held by the Approved Depository,
and shall include a nominee acting for a person appointed to do these things.
2.
The trustees of any scheme or arrangements for or principally for the benefit of employees of the company and its associated companies will be deemed to be an Approved Depositary for the purposes of these articles unless the board resolves otherwise.
3.
References in these articles to an Approved Depositary or to shares held by it refer only to an Approved Depositary and to its shares held in its capacity as an Approved Depositary.
69.
APPOINTMENT OF APPOINTED PROXIES
Subject to these articles and to applicable law, an Approved Depositary may appoint as its proxy or proxies in relation to any ordinary shares which it holds, anyone it thinks fit and may determine the manner and terms of any such appointment. Each appointment must state the number and class of shares to which it relates and the total number of shares of each class in respect of which appointments exist at any one time, which




must not exceed the total number of shares of each such class registered in the name of the Approved Depositary or its nominee (the "Depositary Shares") at that time.
70.
REGISTER OF APPOINTED PROXIES
1.
The Approved Depositary must keep a register (the "Proxy Register") of each person it has appointed as a proxy under Article 69 (an "Appointed Proxy") and the number of Depositary Shares (such person’s "Appointed Number") to which the appointment relates. The directors will determine the requisite information to be recorded in the Proxy Register relating to each Appointed Proxy.
2.
Any person authorised by the company may inspect the Proxy Register during usual business hours and the Approved Depositary will give such person any information which such person requests as to the contents of the Proxy Register.
71.
APPROVED DEPOSITARIES' ATTENDANCE AT GENERAL MEETINGS
1.
An Appointed Proxy may only attend a general meeting if such person provides the company with written evidence of their appointment as such. This must be in a form agreed between the directors and the Approved Depositary.
2.
Subject to applicable law and to these articles, and so long as the Approved Depositary or a nominee of the Approved Depositary holds at least their Appointed Number of shares, an Appointed Proxy is entitled to attend a general meeting which holders of that class of shares are entitled to attend, and such person is entitled to the same rights, and subject to the same obligations, in relation to their Appointed Number of Depositary Shares as if such person had been validly appointed in accordance with Articles 74 to 77 by the registered holder of these shares as its proxy in relation to those shares.
72.
PROXIES OF APPOINTED PROXIES
An Appointed Proxy may appoint another person as their proxy for their Appointed Number of Depositary Shares, provided the appointment is made and deposited in accordance with Articles 74 to 77. These articles apply to that appointment and to the person so appointed as though those Depositary Shares were registered in the name of the Appointed Proxy and the appointment was made by such person in that capacity. The directors may require such evidence as they think appropriate to decide that such appointment is effective.
73.
IDENTIFYING APPOINTED PROXIES
1.
For the purposes of determining who is entitled as an Appointed Proxy to exercise the rights conferred by Articles 71 and 72 and the number of Depositary Shares in respect of which a person is to be treated as having been appointed as an Appointed Proxy for these purposes, the Approved Depositary may decide that the Appointed Proxies who are so entitled are the persons entered in the Proxy Register at a time and on a date (a "Record Time") agreed between the Approved Depositary and the company.
2.
When a Record Date is decided for a particular purpose:
(a)
an Appointed Proxy is to be treated as having been appointed for that purpose for the number and class of shares appearing against their name in the Proxy Register as at the Record Time; and
(b)
changes to entries in the Proxy Register after the Record Time will be ignored for this purpose.
3.
Except for recognising the rights given in relation to General Meetings by appointments made by Appointed Proxies pursuant to Article 72, the company is entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the Approved Depositary) who has any interest in the Depositary Shares in respect of which the Appointed Proxy has been appointed.
4.
At a general meeting the chair has the final decision as to whether any person has the right to vote or exercise any other right relating to any Depositary Shares. In any other situation, the directors have the final decision as to whether any person has the right to exercise any right relating to any Depositary Shares.
PROXIES
74.
APPOINTMENT OF PROXIES
1.
The appointment of a proxy shall be in writing signed by the appointor or their duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting. If a member appoints more than one proxy, such person must ensure that no more than one proxy is appointed in relation to any share.




2.
Receipt of Proxies
(a)
The appointment of a proxy must:
(i)
(in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the company for the receipt of appointments of proxy in hard copy form) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote together with (if required by the board) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board;
(ii)
in the case of an appointment made in electronic form, be received at the address specified by the company for the receipt of appointments of proxy by electronic means not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board, must, if required by the board, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the company for the receipt of such documents) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
(iii)
in the case of an appointment delivered by an Approved Depositary (except in respect of a proxy appointed in accordance with Article 69) be delivered to the appropriate place referred to in (i) or (ii) above, as appropriate, depending on whether the appointment is made in hard copy or electronic form;
(iv)
in the case of a poll taken more than 48 hours subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than 24 hours (or such shorter time as the board may determine) before the time appointed for the taking of the poll; and
(v)
in the case of a poll taken not more than 48 hours subsequently to the date of the meeting or adjourned meeting, be received as aforesaid by the time at which the poll was demanded (or at such later time as the board may determine),
and an appointment of a proxy which is not, or in respect of which the authority or copy thereof is not, received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these articles, but because of a technical problem it cannot be read by the recipient.
3.
The board may at its discretion determine that in calculating the periods referred to in this article no account shall be taken of any part of a day that is not a working day.
75.
MAXIMUM VALIDITY OF PROXY
No appointment of a proxy shall be valid after 12 months have elapsed from the date of its receipt save that, unless the contrary is stated in it, an appointment of a proxy shall be valid for use at an adjourned meeting or a poll after a meeting or an adjourned meeting even after 12 months, if it was valid for the original meeting.
76.
FORM OF PROXY
The appointment of a proxy shall be in any usual form or in such other form as the board may approve. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to, or any other business which may properly come before, the meeting for which it is given as the proxy thinks fit The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
77.
CANCELLATION OF PROXY'S AUTHORITY
A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the company at the office (or such other place




or address as was specified by the company for the receipt of appointments of proxy) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll demanded.
CLASS MEETINGS
78.
SEPARATE GENERAL MEETINGS
The provisions of these articles relating to general meetings shall apply, with any necessary modifications to any separate general meeting of the holders of shares of a class convened otherwise than in connection with the variation or abrogation of the rights attached to the shares of that class. For this purpose, a general meeting at which no holder of a share other than an ordinary share may, in their capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
79.
NUMBER OF DIRECTORS
Unless otherwise determined by ordinary resolution of the company, the number of directors (disregarding alternate directors) shall be not less than two and not more than ten.
80.
DIRECTORS' SHAREHOLDING QUALIFICATION
No shareholding qualification for directors shall be required.
81.
POWER OF COMPANY TO APPOINT DIRECTORS
Subject to the provisions of these articles and the Companies Acts, the company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles.
82.
POWER OF BOARD TO APPOINT DIRECTORS
Subject to the provisions of these articles, the board may appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles. Any director so appointed shall retire at the next annual general meeting and shall then be eligible for re-appointment. A director who retires in this way is then eligible for re-appointment but is not taken into account when deciding which directors should retire by rotation at the annual general meeting.
83.
RETIREMENT OF DIRECTORS BY ROTATION
At every annual general meeting at least one third of the current directors must retire as directors by rotation. Where the number of directors is not three or a number divisible by three, the minimum number of directors to retire will be the number which is nearest to and less than one third. If there are fewer than three directors, each director will retire.
84.
FILLING VACANCIES
Subject to the provisions of these articles, at the meeting at which a director retires the company can pass an ordinary resolution to re-appoint the director or to elect some other eligible person in their place.
85.
POWER OF REMOVAL BY SPECIAL RESOLUTION
In addition to any power of removal conferred by the Companies Acts, the company may by special resolution remove any director before the expiration of their period of office and may (subject to these articles) by ordinary resolution appoint another person who is willing to act to be a director in their place.
86.
PERSONS ELIGIBLE AS DIRECTORS
No person other than a director retiring at the general meeting shall be appointed or re-appointed a director at any general meeting unless:
(a)
such person is recommended by the board; or
(b)
not less than seven nor more than 42 days before the day appointed for the meeting, notice in writing by a member qualified to vote at the meeting (not being the person to be proposed) has been given




to the secretary of the intention to propose that person for appointment or re-appointment together with confirmation in writing by that person of their willingness to be appointed or re-appointed.
87.
POSITION OF RETIRING DIRECTORS
A director who retires at an annual general meeting (whether by rotation or otherwise) may, if willing to continue to act, be re-appointed. If such person is re-appointed such person is treated as continuing in office throughout. If such person is not re-appointed, such person shall retain office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in their place or when a resolution to re-appoint the director is put to the meeting and lost.
88.
VACATION OF OFFICE BY DIRECTORS
Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these articles, the office of a director shall be vacated if:
(a)
such person resigns their office by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board; or
(b)
by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, such person offers to resign and the board resolves to accept such offer; or
(c)
by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, their resignation is requested by all of the other directors and all of the other directors are not less than three in number; or
(d)
such person is or has been suffering from mental ill health and the board resolves that their office is vacated; or
(e)
such person is absent without the permission of the board from meetings of the board (whether or not an alternate director appointed by such person attends) for six consecutive months and the board resolves that their office is vacated; or
(f)
such person becomes bankrupt or makes an arrangement or composition with their creditors generally; or
(g)
such person is prohibited by law from being a director; or
(h)
such person ceases to be a director by virtue of the Companies Acts or is removed from office pursuant to these articles. If the office of a director is vacated for any reason, such person shall cease to be a member of any committee or sub-committee of the board.
89.
EXECUTIVE DIRECTORS
The board or any committee authorised by the board may from time to time appoint one or more directors to hold any employment or executive office with the company for such period and upon such other terms as the board or any committee authorised by the board may in its discretion decide and may revoke or terminate any appointment so made. Any revocation or termination of the appointment shall be without prejudice to any claim for damages that the director may have against the company or the company may have against the director for any breach of any contract of service between such director and the company which may be involved in the revocation or termination. A director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may decide, and either in addition to or in lieu of their remuneration as a director.
FEES, REMUNERATION, EXPENSES AND PENSIONS
90.
DIRECTORS' FEES
Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board provided that the aggregate of all fees so paid to directors (excluding amounts payable under any other provision of these articles but including any fees in respect of board committee work) shall not exceed £500,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the company.
91.
ADDITIONAL REMUNERATION
Any director who performs services which in the opinion of the board or any committee authorised by the board go beyond the ordinary duties of a director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the




board may in its discretion decide in addition to any remuneration provided for by or pursuant to any other article.
92.
EXPENSES
Each director may be paid their reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the board or committees of the board or general meetings of the company or any other meeting which as a director such person is entitled to attend and shall be paid all other costs and expenses properly and reasonably incurred by such director in the conduct of the company's business or in the discharge of their duties as a director. The company may also fund a director's or former director's expenditure for the purposes permitted under the Companies Acts and may do anything to enable a director or former director to avoid incurring such expenditure as provided in the Companies Acts.
93.
PENSIONS AND GRATUITIES FOR DIRECTORS
The board or any committee authorised by the board may exercise all the powers of the company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any director or former director or the relations, or dependants of, or persons connected to, any director or former director. No director or former director shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.
DIRECTORS' INTERESTS
94.
CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION
1.
The board may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a director breaching their duty under the Companies Acts to avoid conflicts of interest ("Conflict").
2.
A director seeking authorisation in respect of a Conflict shall declare to the board the nature and extent of their interest in a Conflict as soon as is reasonably practicable. The director shall provide the board with such details of the relevant matter as are necessary for the board to decide how to address the Conflict together with such additional information as may be requested by the board.
3.
Any director (including the relevant director) may propose that the relevant director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the board shall be effected in the same way that any other matter may be proposed to and resolved upon by the board under the provisions of these articles save that:
(a)
the relevant director and any other director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and
(b)
the relevant director and any other director with a similar interest may, if the other members of the board so decide, be excluded from any board meeting while the Conflict is under consideration.
4.
Where the board gives authority in relation to a Conflict, or where any of the situations described in Article 95.2 apply in relation to a director ("Relevant Situation"):
(a)
the board may (whether at the relevant time or subsequently) (a) require that the relevant director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the board or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine;
(b)
the relevant director will be obliged to conduct himself in accordance with any terms imposed by the board in relation to the Conflict or Relevant Situation;
(c)
the board may provide that where the relevant director obtains (otherwise than through their position as a director of the company) information that is confidential to a third party, the director will not be obliged to disclose that information to the company, or to use or apply the information in relation to the company's affairs, where to do so would amount to a breach of that confidence;
(d)
the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and
(e)
the board may revoke or vary such authority at any time but this will not affect anything done by the relevant director prior to such revocation in accordance with the terms of such authority.




95.
OTHER CONFLICTS OF INTEREST
1.
If a director is in any way directly or indirectly interested in a proposed contract with the company or a contract that has been entered into by the company, such person must declare the nature and extent of that interest to the directors in accordance with the Companies Acts.
2.
Provided such person has declared the nature and extent of their interest in accordance with Article 95.1, a director may:
(a)
be party to, or otherwise interested in, any contract with the company or in which the company has a direct or indirect interest;
(b)
hold any other office or place of profit with the company (except that of auditor) in conjunction with their office of director for such period and upon such terms, including as to remuneration, as the board may decide;
(c)
act by himself or through a firm with which such person is associated in a professional capacity for the company or any other company in which the company may be interested (otherwise than as auditor);
(d)
be or become a director or other officer of, or employed by or otherwise be interested in any holding company or subsidiary company of the company or any other company in which the company may (directly or indirectly) be interested; and
(e)
be or become a director of any other company in which the company does not have a direct or indirect interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of their appointment as a director of that other company.
96.
BENEFITS
A director shall not, by reason of their office or of the fiduciary relationship thereby established, be liable to account to the company or the members for any remuneration, profit or other benefit realised by reason of their having any type of interest authorised under Article 94.1 or permitted under Article 95.2 and no contract shall be liable to be avoided on the grounds of a director having any type of interest authorised under Article 94.1 or permitted under Article 95.2.
97.
QUORUM AND VOTING REQUIREMENTS
1.
A director shall not vote on or be counted in the quorum in relation to any resolution of the board concerning their own appointment, or the settlement or variation of the terms or the termination of their own appointment, as the holder of any office or place of profit with the company or any other company in which the company is interested.
2.
Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more directors to offices or places of profit with the company or any other company in which the company is interested, a separate resolution may be put in relation to each director and in that case each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns their own appointment or the settlement or variation of the terms or the termination of their own appointment or the appointment of another director to an office or place of profit with a company in which the company is interested and the director seeking to vote or be counted in the quorum has a Relevant Interest in it.
3.
A director shall not vote on, or be counted in the quorum in relation to, any resolution of the board in respect of any contract in which such person has an interest and, if such person shall do so, their vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters:
(a)
the giving to such director of any guarantee, indemnity or security in respect of money lent or obligations undertaken by such director or by any other person at the request of or for the benefit of the company or any of its subsidiary undertakings;
(b)
the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the company or any of its subsidiary undertakings for which such person himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(c)
the giving to such director of any other indemnity where all other directors are also being offered indemnities on substantially the same terms;
(d)
the funding by the company of their expenditure on defending proceedings or the doing by the company of anything to enable such director to avoid incurring such expenditure where all other directors are being offered substantially the same arrangements;
(e)
where the company or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to participate;




(f)
any contract in which such person is interested by virtue of their interest in shares or debentures or other securities of the company or by reason of any other interest in or through the company;
(g)
any contract concerning any other company (not being a company in which the director has a Relevant Interest) in which such person is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever;
(h)
any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme, share incentive scheme or employees' share scheme (including in respect of any employee benefit trust established by the company or any of its subsidiary undertakings) which relates to directors and employees of the company or of any of its subsidiary undertakings and which gives the director benefits which are also generally given to employees to whom the scheme relates;
(i)
any contract for the benefit of employees of the company or of any of its subsidiary undertakings under which such person benefits in a similar manner to the employees and which does not accord to any director as such any privilege or advantage not accorded to the employees to whom the contract relates; and
any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any director or directors or for, or for the benefit of, persons who include directors.
4.
A company shall be deemed to be one in which a director has a "Relevant Interest" if and so long as (but only if and so long as) such person is to their knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of their appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
5.
Where a company in which a director has a Relevant Interest is interested in a contract, such person also shall be deemed interested in that contract.
6.
If any question shall arise at any meeting of the board as to the interest of a director (other than the chair of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any director (other than the chair of the meeting) to vote or be counted in the quorum and the question is not resolved by their voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chair of the meeting and their ruling in relation to the director concerned shall be conclusive except in a case where the nature or extent of the director's interest (so far as it is known to such director) has not been fairly disclosed to the board. If any question shall arise in respect of the chair of the meeting, the question shall be decided by a resolution of the board (for which purpose the chair of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chair of the meeting (so far as it is known to such director) has not been fairly disclosed to the board.
7.
Subject to these articles, the board may also cause any voting power conferred by the shares in any other company held or owned by the company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the directors or officers of the other company. Subject to these articles, a director may also vote on and be counted in the quorum in relation to any of such matters.
98.
GENERAL
1.
References in Articles 94 to 97 to:
(a)
a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and
(b)
a conflict of interest include a conflict of interest and duty and a conflict of duties.
2.
The company may by ordinary resolution suspend or relax the provisions of Articles 94 to 97 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 94 to 97.
POWERS AND DUTIES OF THE BOARD
99.
GENERAL POWERS OF COMPANY VESTED IN BOARD
Subject to the provisions of the Companies Acts and these articles and to any directions given by the company in general meeting by special resolution, the business of the company shall be managed by the board which may exercise all the powers of the company whether relating to the management of the business of the




company or not. No alteration of these articles and no special resolution shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the board by any other article.
100.
BORROWING POWERS
Subject to the Companies Acts, the board may exercise all the powers of the company to: borrow money; mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company; create and issue debentures and other securities; indemnify and guarantee; and give security, whether outright or as collateral security, for any debt, liability or obligation of the company or of any third party.
101.
AGENTS
1.
The board may appoint anyone as the company's attorney by granting a power of attorney or by authorising them in some other way. Attorneys can either be appointed directly by the board or the board can give someone else the power to select attorneys. The board or the persons who are authorised by it to select attorneys can decide on the purposes, powers, authorities and discretions of attorneys. But they cannot give an attorney any power, authority or discretion which the board does not have under these articles.
2.
The board may decide how long a power of attorney will last for and attach any conditions to it. The power of attorney can include any provisions which the board decides on for the protection and convenience of anybody dealing with the attorney. The power of attorney can allow the attorney to grant any or all of their power, authority or discretion to any other person.
3.
The board may:
(a)
delegate any of its authority, powers or discretions to any manager or agent of the company;
(b)
allow managers or agents to delegate to another person;
(c)
remove any people it has appointed in any of these ways; and
(d)
cancel or change anything that it has delegated, although this will not affect anybody who acts in good faith who has not had any notice of any cancellation or change.
4.
Any appointment or delegation by the board which is referred to in this article can be on any conditions decided on by the board.
5.
The ability of the board to delegate under this article applies to all its powers and is not limited because certain articles refer to powers being exercised by the board or by a committee authorised by the board while other articles do not.
102.
DELEGATION TO INDIVIDUAL DIRECTORS
The board may entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board.
103.
OFFICIAL SEALS
The company may exercise all the powers conferred by the Companies Acts with regard to having official seals and those powers shall be vested in the board.
104.
REGISTERS
Subject to the provisions of the Companies Acts, the company may keep an overseas or local or other register in any place and the board may make and vary such regulations as it may think fit respecting the keeping of the register.
105.
PROVISION FOR EMPLOYEES
The board may exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary.




PROCEEDINGS OF THE BOARD
106.
BOARD MEETINGS
The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A director at any time may, and the secretary on the requisition of a director at any time shall, summon a board meeting.
107.
NOTICE OF BOARD MEETINGS
Notice of a board meeting shall be deemed to be properly given to a director if it is given to such director personally or by word of mouth or sent in writing to such director at their last known address or any other address given by such director to the company for this purpose. A director may waive their right to receive notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting.
108.
QUORUM
The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two directors. Subject to the provisions of these articles, any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects and if otherwise a quorum of directors would not be present.
109.
DIRECTORS BELOW MINIMUM THROUGH VACANCIES
The continuing directors or a sole continuing director may act notwithstanding any vacancy in their number but, if and so long as the number of directors is reduced below the minimum number fixed by or in accordance with these articles or is below the number fixed by or in accordance with these articles as the quorum or there is only one continuing director, the continuing directors or director may act for the purpose of filling vacancies or of summoning general meetings of the company but not for any other purpose. If there are no directors or director able or willing to act, then any two members (excluding any member holding shares as treasury shares) may summon a general meeting for the purpose of appointing directors.
110.
APPOINTMENT OF CHAIR OR DEPUTY CHAIR
The board may appoint a director to be the chair or a deputy chair of the board, and may at any time remove such director from that office. The chair of the board or failing the chair, a deputy chair shall act as chair at every meeting of the board. If more than one deputy chair is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chair who has been in office as a director longest shall take the chair. But if no chair of the board or deputy chair is appointed, or if at any meeting neither the chair nor any deputy chair is present within thirty minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chair of the meeting. References in these articles to a deputy chair include, if no one has been appointed to that title, a person appointed to a position with another title which the board designates as equivalent to the position of deputy chair.
111.
COMPETENCE OF MEETINGS
A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board.
112.
VOTING
Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chair of the meeting shall have a second or casting vote.
113.
DELEGATION TO COMMITTEES
1.
The board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit, provided that the majority of persons on any committee or sub-committee must be directors. References in these articles to committees include sub-committees permitted under this article.
2.
Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the board. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the board so far as the same are applicable and are not superseded by any regulations imposed by the board.




3.
The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board.
114.
PARTICIPATION IN MEETINGS BY TELEPHONE
All or any of the members of the board may participate in a meeting of the board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly. Any such meeting is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is readily identifiable, the participating directors may decide that the meeting is to be treated as taking place wherever any of them is.
115.
RESOLUTION IN WRITING
A resolution in writing signed by all the directors who are at the relevant time entitled to receive notice of a meeting of the board and who would be entitled to vote on the resolution at a meeting of the board (if that number is sufficient to constitute a quorum) shall be as valid and effectual as a resolution passed at a meeting of the board properly called and constituted. The resolution may be contained in one document or in several documents in like form each signed by one or more of the directors concerned.
116.
VALIDITY OF ACTS OF BOARD OR COMMITTEE
All acts done by the board or by any committee or by any person acting as a director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the board or committee or person so acting or that they or any of them were disqualified from holding office or had vacated office or were not entitled to vote, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a director or member of the committee and had been entitled to vote.
SECRETARY
117.
APPOINTMENT AND REMOVAL OF THE SECRETARY
Subject to the provisions of the Companies Acts, the secretary shall be appointed by the board for such term and upon such conditions as the board may think fit; and any secretary so appointed may be removed by the board.
SEALS
118.
USE OF SEALS
The board shall provide for the custody of every seal of the company. A seal shall only be used by the authority of the board or of a committee of the board authorised by the board in that behalf. Subject as otherwise provided in these articles, and to any resolution of the board or committee of the board dispensing with the requirement for counter-signature on any occasion, any instrument to which the common seal is applied shall be signed by at least one director and the secretary, or by at least two directors or by one director in the presence of a witness who attests the signature or by such other person or persons as the board may approve. Any instrument to which an official seal is applied need not, unless the board otherwise decides or the law otherwise requires, be signed by any person.
DIVIDENDS AND OTHER PAYMENTS
119.
DECLARATION OF DIVIDENDS BY COMPANY
Subject to the provisions of the Companies Acts, the company may by ordinary resolution from time to time declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board.
120.
PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD
Subject to the provisions of the Companies Acts, the board may pay such interim dividends as appear to the board to be justified by the financial position of the company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the company, in the opinion of




the board, justifies its payment. If the board acts in good faith, it shall not incur any liability to the holders of any shares for any loss they may suffer in consequence of the payment of an interim or fixed dividend on any other class of shares ranking pari passu with or after those shares.
121.
CALCULATION AND CURRENCY OF DIVIDENDS
1.
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:
(a)
all dividends shall be declared and paid according to the amounts paid up on the share in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share;
(b)
all dividends shall be apportioned and paid pro rata according to the amounts paid up on the share during any portion or portions of the period in respect of which the dividend is paid; and
(c)
dividends may be declared or paid in any currency.
2.
The board may decide the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.
3.
The board may also decide that a particular Approved Depositary should be able to receive dividends in a currency other than the currency in which it is declared and may make arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed to receive dividends in another currency, the directors may make arrangements with that Approved Depositary for payment to be made to them for value on the date on which the relevant dividend is paid, or a later date decided on by the directors.
122.
AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS
The board may deduct from any dividend or other moneys payable to a member by the company on or in respect of any shares all sums of money (if any) presently payable by such person to the company on account of calls or otherwise in respect of shares of the company. Sums so deducted can be used to pay amounts owing to the company in respect of the shares.
123.
NO INTEREST ON DIVIDENDS
Subject to the rights attaching to, or the terms of issue of, any shares, no dividend or other moneys payable by the company on or in respect of any share shall bear interest against the company.
124.
PAYMENT PROCEDURE
Any dividend or other sum payable in cash by the company in respect of a share may be paid by cheque, warrant or similar financial instrument sent by post addressed to the holder at their registered address or, in the case of joint holders, addressed to the holder whose name stands first in the register in respect of the shares at their address as appearing in the register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every cheque, warrant or similar financial instrument shall, unless the holder or joint holders otherwise direct, be made payable to the holder or, in the case of joint holders, to the holder whose name stands first on the register in respect of the shares, and shall be sent at their risk and payment of the cheque, warrant or similar financial instrument by the financial institution on which it is drawn shall constitute a good discharge to the company. In addition, any such dividend or other sum may be paid by any bank or other funds transfer system or such other means including, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system and to or through such person as the holder or joint holders may in writing direct and the company may agree, and the making of such payment shall be a good discharge to the company and the company shall have no responsibility for any sums lost or delayed in the course of payment by any such system or other means or where it has acted on any such directions and accordingly, payment by any such system or other means shall constitute a good discharge to the company. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable on or in respect of the shares held by them. Where a person is entitled by transmission to a share, any dividend or other sum payable by the company in respect of the share may be paid as if such person were a holder of the share and their address noted in the register were such person’s registered address and where two or more persons are so entitled, any one of them may give effectual receipts for any dividends or other moneys payable or property distributable on or in respect of the shares.
125.
UNCASHED DIVIDENDS
The company may cease to send any cheque, warrant or similar financial instrument through the post or to employ any other means of payment, including payment by means of a relevant system, for any dividend payable on any shares in the company which is normally paid in that manner on those shares if in respect of at least two consecutive dividends payable on those shares the cheques, warrants or similar financial instruments have been returned undelivered or remain uncashed during or at the end of the period for which the same are valid or that means of payment has failed. In addition, the company may cease to send any




cheque, warrant or similar financial instrument through the post or may cease to employ any other means of payment if, in respect of one dividend payable on those shares, the cheque, warrant or similar financial instrument has been returned undelivered or remains uncashed during or at the end of the period for which the same is valid or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. Subject to the provisions of these articles, the company must recommence sending cheques, warrants or similar financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.
126.
FORFEITURE OF UNCLAIMED DIVIDENDS
All dividends or other sums payable on or in respect of any shares which remain unclaimed may be invested or otherwise made use of by the board for the benefit of the company until claimed. Any dividend or other sum unclaimed after a period of 12 years from the date when it was declared or became due for payment shall be forfeited and shall revert to the company unless the board decides otherwise and the payment by the board of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the company a trustee in respect of it.
127.
DIVIDENDS NOT IN CASH
If recommended by the board, the company can pass an ordinary resolution that a dividend be satisfied, and the board can decide that an interim dividend be satisfied, wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, and where any difficulty arises in regard to the distribution the board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any assets or any part thereof to be distributed and may determine that cash shall be paid to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any assets to be distributed in trustees as may seem expedient to the board.
128.
SCRIP DIVIDENDS
The board may, if authorised by an ordinary resolution of the company, offer any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of any dividend specified by the ordinary resolution. The following provisions shall apply:
(a)
an ordinary resolution may specify some or all of a particular dividend (whether or not already declared) or may specify some or all of any dividends declared or paid within a specified period, but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed;
(b)
the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo. For this purpose "relevant value" shall be calculated by reference to such information as the board thinks fit;
(c)
no fraction of any ordinary share shall be allotted. The board may make such provisions as it thinks fit for any fractional entitlements including provisions whereby, in whole or in part, the benefit thereof accrues to the company and/or under which fractional entitlements are accrued and/or retained without interest and in each case accumulated on behalf of any holder of ordinary shares and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such holder of fully paid ordinary shares and/or provisions whereby cash payments may be made to such holders in respect of their fractional entitlements;
(d)
the board, if it intends to offer an election in respect of any dividend, shall give notice to the holders of ordinary shares of the right of election offered to them, and specify the procedure to be followed which, for the avoidance of doubt, may include an election by means of a relevant system and the place at which, and the latest time by which, elections must be lodged in order for elections to be effective; no such notice need be given to holders of ordinary shares who have previously given election mandates in accordance with this article and whose mandates have not been revoked; the accidental omission to give notice of any right of election to, or the non-receipt (even if the company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action;




(e)
the board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the board has authority to allot sufficient shares, to give effect to it after the basis of allotment is determined;
(f)
the board may exclude or restrict from any offer any shareholder who is an Approved Depositary or a nominee for an Approved Depositary if the offer or exercise of the right to or by the persons on whose behalf the Approved Depositary holds the shares would suffer legal or practical problems of the kind mentioned in Article 128(g). If other shareholders (other than those excluded under Article 128(g)) have the right to opt for new shares, the directors must be satisfied that an appropriate dividend reinvestment plan or similar arrangement is available to a substantial majority of the people on whose behalf the Approved Depositary holds shares or that such arrangement will be available promptly and the first sentence of this Article 128(f) does not apply until the directors are satisfied of this;
(g)
the board may exclude from any offer or make other arrangement in relation to any holders of ordinary shares where the board believes that such exclusion or arrangement is necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, or the board believes that for any other reason the offer should not be made to them;
(h)
the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been made (for the purposes of this article "the elected ordinary shares") and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment calculated as stated. For such purpose the board shall capitalise, out of any amount standing to the credit of any reserve or fund (including the retained earnings or any share premium account or capital redemption reserve) at the relevant time whether or not the same is available for distribution as the board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on that basis and apply it in paying up in full the appropriate number of ordinary shares for allotment and distribution to the holders of the elected ordinary shares on that basis. The board may do all acts and things considered necessary or expedient to give effect to any such capitalisation;
(i)
the additional ordinary shares when allotted shall rank pari passu in all respects with the fully-paid ordinary shares then in issue except that they will not be entitled to participation in the relevant dividend;
(j)
unless the board otherwise determines, or unless the uncertificated securities rules otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared or paid in respect of their elected ordinary shares shall be in uncertificated form (in respect of the member's elected ordinary shares which were in uncertificated form on the date of the member's election) and in certificated form (in respect of the member's elected ordinary shares which were in certificated form on the date of the member's election);
(k)
the board may also from time to time establish or vary a procedure for election mandates, which, for the avoidance of doubt, may include an election by means of a relevant system, under which a holder of ordinary shares may elect in respect of future rights of election offered to that holder under this article until the election mandate is revoked or deemed to be revoked in accordance with the procedure;
(l)
the board may decide how any costs relating to making new shares available in place of a cash dividend will be met, including deciding to deduct an amount from the entitlement of a shareholder under this article; and
(m)
at any time before new ordinary shares are allotted instead of cash in respect of any part of a dividend, the board may determine that such new ordinary shares will not be allotted. Any such determination may be made before or after any election has been made by holders of ordinary shares in respect of the relevant dividend. In these circumstances, the relevant holders of ordinary shares will be paid the cash dividend to which they would have been entitled had they not made such an election.
CAPITALISATION OF RESERVES
129.
POWER TO CAPITALISE RESERVES AND FUNDS
The company may, upon the recommendation of the board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount standing to the credit of any reserve or fund (including retained earnings) at the relevant time whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the members or any class of members who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts unpaid at the relevant time on any shares in the company held by those members respectively or in paying up in full shares, debentures




or other obligations of the company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full shares of the company that are to be allotted and distributed as fully paid up; and (ii) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. The board may authorise any person to enter into an agreement with the company on behalf of the persons entitled to participate in the distribution and the agreement shall be binding on those persons.
130.
SETTLEMENT OF DIFFICULTIES IN DISTRIBUTION
Where any difficulty arises in regard to any distribution of any capitalised reserve or fund the board may settle the matter as it thinks expedient and in particular may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the board.
RECORD DATES
131.
POWER TO CHOOSE ANY RECORD DATE
Notwithstanding any other provision of these articles, the company or the board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date.
RECORDS AND SUMMARY FINANCIAL STATEMENTS
132.
INSPECTION OF RECORDS
No member in their capacity as such shall have any right of inspecting any accounting record or book or document of the company except as conferred by law, ordered by a court of competent jurisdiction or authorised by the board or by ordinary resolution of the company.
133.
SUMMARY FINANCIAL STATEMENTS
The company may send or supply summary financial statements to members of the company instead of copies of its full accounts and reports.
SERVICE OF NOTICES, DOCUMENTS AND OTHER INFORMATION
134.
METHOD OF SERVICE
1.
Any notice, document (including a share certificate) or other information may be served on or sent or supplied to any member by the company:
(a)
personally;
(b)
by sending it through the post addressed to the member at their registered address or by leaving it at that address addressed to the member;
(c)
by means of a relevant system, where the notice or document relates to uncertificated shares;
(d)
where appropriate, by sending or supplying it in electronic form to an address notified by the member to the company for that purpose;
(e)
where appropriate, by making it available on a website and notifying the member of its availability in accordance with this article; or
(f)
by any other means authorised in writing by the member.
In the case of joint holders of a share, service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on or sending or supplying to all the joint holders.
2.
In the case of joint holders of a share, anything to be agreed or specified in relation to any notice, document or other information to be served on or sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the senior shall be accepted to the exclusion of that of the




other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
3.
If on three consecutive occasions any notice, document or other information served on or sent or supplied to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices, documents or other information from the company until such member shall have communicated with the company and supplied to the company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices and the despatch or supply of documents and other information, or shall have informed the company of an address for the service of notices and the despatch or supply of documents and other information in electronic form. For these purposes, any notice, document or other information sent by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was sent.
4.
The company may at any time and in its sole and absolute discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all members.
135.
RECORD DATE FOR SERVICE
Any notice, document or other information may be served, sent or supplied by the company by reference to the register as it stands at any time not more than 15 days before the date of service, sending or supply. No change in the register after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on or sent or supplied to any person in respect of a share in accordance with these articles, no person deriving any title or interest in that share shall be entitled to any further service, sending or supply of that notice, document or other information.
136.
MEMBERS RESIDENT ABROAD OR ON BRANCH REGISTERS
1.
Any member whose registered address is not within the United Kingdom and who gives to the company a postal address within the United Kingdom at which notices, documents or other information may be served upon, or sent or supplied to, such member shall be entitled to have notices, documents or other information served on or sent or supplied to such member at that address or, where applicable, by making them available on a website and notifying the holder at that address. Any member whose registered address is not within the United Kingdom and who gives to the company an address for the purposes of communications by electronic means may, subject to these articles, have notices, documents or other information served on or sent or supplied to such member at that address or, where applicable, by making them available on a website and notifying the holder at that address. Otherwise, a member whose registered address is not within the United Kingdom shall not be entitled to receive any notice, document or other information from the company.
2.
For a member registered on a branch register, notices, documents or other information can be posted or despatched in the United Kingdom or in the country where the branch register is kept.
137.
SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION
A person who is entitled by transmission to a share, upon supplying the company with a postal address within the United Kingdom for the service of notices and the despatch or supply of documents and other information shall be entitled to have served upon or sent or supplied to such person at such address any notice, document or other information to which such person would have been entitled if such person were the holder of that share or, where applicable, to be notified at that address of the availability of the notice, document or other information on a website. A person who is entitled by transmission to a share, upon supplying the company with an address for the purposes of communications by electronic means for the service of notices and the despatch or supply of documents and other information may have served on, sent or supplied to such person at such address any notice, document or other information to which such person would have been entitled if such person were the holder of that share or, where applicable, may be notified at that address of the availability of the notice, document or other information on a website. In either case, such service, sending or supply shall for all purposes be deemed a sufficient service, sending or supply of such notice, document or other information on all persons interested (whether jointly with or as claimants through or under such person) in the share. Otherwise, any notice, document or other information served on or sent or supplied to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the company has notice of the death, bankruptcy or other event, be deemed to have been properly served, sent or supplied in respect of any share registered in the name of that member as sole or joint holder.




138.
DEEMED DELIVERY
1.
Any notice, document or other information, if served, sent or supplied by the company by post, shall be deemed to have been received on the day following that on which it was posted if first class post was used or 48 hours after it was posted if first class post was not used and, in proving that a notice, document or other information was served, sent or supplied, it shall be sufficient to prove that the notice, document or other information was properly addressed, prepaid and put in the post.
2.
Any notice, document or other information not served, sent or supplied by post but left by the company at a registered address or at an address (other than an address for the purposes of communications by electronic means) notified to the company in accordance with these articles by a person who is entitled by transmission to a share shall be deemed to have been received on the day it was so left.
3.
Any notice, document or other information served, sent or supplied by the company by means of a relevant system shall be deemed to have been received when the company or any sponsoring system-participant acting on its behalf sends the issuer-instruction relating to the notice, document or other information.
4.
Any notice, document or other information served, sent or supplied by the company using electronic means shall be deemed to have been received on the day on which it was sent notwithstanding that the company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed.
5.
Any notice, document or other information served, sent or supplied by the company by any other means authorised in writing by the member concerned shall be deemed to have been received when the company has carried out the action it has been authorised to take for that purpose.
139.
NOTICE WHEN POST NOT AVAILABLE
If there is a suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the company need only give notice of a general meeting to those members with whom the company can communicate by electronic means and who have provided the company with an address for this purpose. The company shall also advertise the notice in at least one newspaper with a national circulation and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of notices by post in hard copy form has again become generally possible, the company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form.
DESTRUCTION OF DOCUMENTS
140.
PRESUMPTIONS WHERE DOCUMENTS DESTROYED
If the company destroys or deletes:
(a)
any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation, or
(b)
any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period of two years has elapsed from the date the instruction or notification was recorded by the company, or
(c)
any instrument of transfer of shares or Operator-instruction for the transfer of shares which has been registered by the company at any time after a period of six years has elapsed from the date of registration, or
(d)
any instrument of proxy which has been used for the purpose of a poll at any time after a period of one year has elapsed from the date of use, or
(e)
any instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates, or
(f)
any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was first made in the register in respect of it,
and the company destroys or deletes the document or instruction in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrebuttably in favour of the company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer or Operator-instruction so destroyed or deleted was a valid and effective instrument of transfer or instruction and was properly registered and that every other document so destroyed was a valid and effective




document and that any particulars of it which are recorded in the books or records of the company were correctly recorded. If the documents relate to uncertificated shares, the company must comply with any requirements of the uncertificated securities rules which limit its ability to destroy these documents. Nothing contained in this article shall be construed as imposing upon the company any liability which, but for this article, would not exist or by reason only of the destruction of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction of any document include references to its disposal in any manner.
INDEMNITY
141.
INDEMNITY OF DIRECTORS
1.
Subject to the provisions of the Companies Acts, the company may indemnify any director of the company or of any associated company against any liability and may purchase and maintain for any director of the company or of any associated company insurance against any liability.
2.
No director or former director of the company or of any associated company shall be accountable to the company or the members for any benefit provided pursuant to this article 141 and the receipt of any such benefit shall not disqualify the person from being or becoming a director of the company.




 EX-10.7 3 luxferuipupdatedmarch201.htm EXHIBIT 10.7 luxferuipupdatedmarch201
LUXFER HOLDINGS PLC LONG-TERM UMBRELLA INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to attract and retain high-quality senior employees in an environment where compensation levels are based on global market practice, to align rewards of employees with returns to shareholders and to reward the achievement of business targets and key strategic objectives. The Plan is designed to serve these goals by providing such employees with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company. Award grants are intended to be determined annually, but may be made on other occasions, such as recruitments. 2. Definitions As used in the Plan or in any instrument governing the terms of any Award, unless stated otherwise, the following definitions apply to the terms indicated below: (a) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Other Stock Based Award, or Cash Incentive Award granted to a Participant pursuant to the Plan. (b) “Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award. (c) “Beneficiary” means a person designated in writing by the Participant to receive any amounts due to the Participant hereunder in the event of the Participant’s death or, absent any such designation, the Participant’s estate. Such designation, if any, must be on file with the Company prior to the Participant’s death. (d) “Board” means the Board of Directors of Luxfer. (e) “Cash Incentive Award” means an award granted pursuant to Section 9 of the Plan. (f) “Cause” means (i) if the Participant is a party to an employment agreement with the Company and such agreement provides for a definition of Cause or the grounds for summary dismissal, the definition of Cause contained therein or such grounds for summary dismissal, as applicable, or (ii) if no such agreement exists or if such agreement does not define Cause and does not provide for the grounds for summary dismissal, such conduct of a Participant that constitutes grounds for summary dismissal, as determined by the Company in its sole discretion. For the avoidance of doubt, grounds for summary dismissal will include, without limitation, (i) gross misconduct, gross incompetence or any other material breach of obligations to the Company, (ii) commission of any criminal offence other than a road traffic offence or any other offence which does not result in a custodial sentence and in the reasonable opinion of the Company does not affect the Participant’s employment, (iii) becoming bankrupt or making any

 
formal arrangement or composition with the Participant’s creditors generally, (iv) disqualification from being a director of any company by reason of an order made by any competent court other than by reason of mental or physical disability; (v) engaging in any conduct which brings the Participant or the Company into disrepute. (g) “Change in Control” means, unless otherwise defined in the Award Agreement, the occurrence of any of the following after the Effective Date: (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 40% or more of the combined voting power of the Company’s outstanding securities prior to the Effective Date); or (ii) dissolution or liquidation of the Company; or (iii) material reconstruction or significant demerger; or (iv) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director subsequent to the Effective Date whose appointment to fill a vacancy or to fill a new Board position was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (iv), considered as though he were a member of the Incumbent Board; or (v) the occurrence of any of the following of which the Incumbent Board does not approve: (A) merger or consolidation in which the Company is not the surviving corporation or (B) sale of all or substantially all of the assets of the Company; or (vi) consummation of a plan of reorganization, merger or consolidation of the Company with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan of reorganization are exchanged or converted into cash or property or securities not issued by the Company, which was approved by shareholders pursuant to a proxy statement soliciting proxies from shareholders of the Company, by someone other than the then current management of the Company. (h) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder. (i) “Committee” means the Remuneration Committee of the Board or such other committee as the Board shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan. (j) “Company” means Luxfer and all of its Subsidiaries, collectively. (k) “Director EIP” means the Luxfer Non-Executive Directors Equity Incentive Plan, as it may be amended from time to time. (l) “Disability” means any physical or mental impairment which qualifies a Participant for (i) disability benefits under any long-term disability plan maintained by the Company, (ii) workers’ compensation total disability benefits, (iii) Social Security disability 2

 
benefits, or (iv) as otherwise determined by the Board. For purposes of the Plan, a Participant’s employment shall be deemed to have terminated as a result of Disability on the date as of which he or she is first entitled to receive disability benefits under such policy, law or regulation or such other date as the Committee shall determine in its sole discretion; provided that with respect to any Award that is subject to Section 409A of the Code, if such Award provides for any payment or distribution upon a Participant’s (i) Disability, then “Disability” shall have the meaning given to such term in Section 1.409A-3(i)(4) of the Treasury Regulations or (ii) termination of employment as a result of Disability, then such Participant’s employment shall be deemed to have terminated as a result of Disability on the date on which such Participant experiences a separation from service within the meaning of Section 409A of the Code and regulations promulgated thereunder. (m) “Effective Date” means October 2, 2012. (n) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time. (o) “Executive Officers” shall mean the Chief Executive Officer, the Chief Financial Officer, Corporate Secretary and other members of the Executive Leadership Team of Luxfer. (p) “Exercise Price” means the price per Share at which a holder of an Option or a Stock Appreciation Right may purchase Shares or exercise a Stock Appreciation Right, as applicable. (q) “Fair Market Value” means, with respect to a Share, as of the applicable date of determination (i) (x) for purposes of Sections 3(c) and 6(a) hereof, the closing price per Share on the trading day immediately preceding such date as reported on the New York Stock Exchange and (y) for all other purposes, the closing price per Share on that date as reported on the New York Stock Exchange (or if not reported, the closing price per Share on the trading day immediately preceding such date as reported on the New York Stock Exchange) or (ii) if not so reported, as determined by the Committee in its sole discretion using a reasonable valuation method taking into account, to the extent applicable, the requirements of Section 409A of the Code. (r) “Luxfer” means Luxfer Holdings PLC, incorporated in England and Wales, and any successor thereto. (s) “Nonqualified Stock Option” means an Option that is not intended to meet the requirements of Section 422 of the Code or that otherwise does not meet such requirements. (t) “Option” means a right granted to a Participant pursuant to Section 6 to purchase a specified amount of Shares at an Exercise Price. (u) “Ordinary Shares” means Luxfer’s ordinary shares, nominal value £0.50 per share, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 12 of the Plan. 3

 
(v) “Other Stock Based Award” means an equity-based or equity-related award, other than an Option, Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit, granted to a Participant pursuant to Section 10, including a nil or nominal cost right to acquire Shares. (w) “Participant” means an employee of the Company who is eligible to participate in the Plan and to whom one or more Awards have been granted pursuant to the Plan. (x) “Performance-Based” means, with respect to an Award, an Award that vests, in whole or in part, on the basis of one or more Performance Targets that are imposed on such Award pursuant to Section 11. (y) “Performance Measures” means such measures as are described in Section 11 on which Performance Targets are based in respect of Performance-Based Awards. (z) “Performance Percentage” means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that reflects actual performance compared to the Performance Target. (aa) “Performance Period” means the period of time during which the Performance Targets must be met in order to determine the degree of payout and/or vesting with respect to a Performance-Based Award. Performance Periods for different Awards may be overlapping. (bb) “Performance Schedule” means a schedule or other objective method for determining the applicable Performance Percentage to be applied to each Target Award. (cc) “Performance Target” means performance goals and objectives with respect to Performance Measures for a Performance Period. (dd) “Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act. (ee) “Personal Data” means the name, home address, email address and telephone number, date of birth, social security number or equivalent of a Participant, details of all rights to acquire Shares or other securities or cash granted to the Participant and of Shares or other securities issued or transferred or cash paid to the Participant pursuant to the Plan and any other personal information which could identify the Participant and is necessary for the administration of the Plan. (ff) “Plan” means this Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as it may be amended from time to time. (gg) “Restricted Stock” means Shares awarded to a Participant pursuant to Section 7 subject to a substantial risk of forfeiture. (hh) “Restricted Stock Unit” means a right to receive a number of Shares subject to the Award or the value thereof as of the specified date granted to a Participant pursuant to Section 8. 4

 
(ii) “Securities Act” means the United States Securities Act of 1933, as amended. (jj) “Share” means an Ordinary Share. (kk) “Stock Appreciation Right” means a right granted to a Participant under Section 6. (ll) “Subsidiary” shall mean any entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by Luxfer. (mm) “Target Award” means a target Award determined by the Committee to be payable upon satisfaction of any applicable Performance Targets. (nn) “Time-Based“ means, with respect to an Award, an Award that vests solely on the basis of continued employment. (oo) “Transfer” means, with respect to any Award, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or disposition of such Award, whether for or without consideration. “Transferee”, “Transferred” and “Transferability” shall have correlative meanings. (pp) “U.S.” shall mean the United States of America. 3. Term; Stock Subject to the Plan; Limitations on Individual Awards (a) Term of the Plan Unless the Plan shall have been earlier terminated by the Company, Awards may be granted under the Plan at any time in the period commencing on the Effective Date and ending immediately prior to the tenth anniversary of the Effective Date. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan. (b) Stock Subject to the Plan The maximum number of Shares that initially may be available for Awards under the Plan and awards under the Director EIP, in the aggregate, shall be a number equal to 2,010,820, which represents 7.4% of the outstanding share capital of Luxfer as of the Effective Date. The maximum referred to in the preceding sentences of this paragraph shall be subject to adjustment as provided in Section 12. The Board may, subject to any applicable law, from time to time increase the maximum number of Shares that may be available for Awards under the Plan. The Company may satisfy its obligation to deliver Shares under the Plan in any manner permitted by law, including without limitation, by issuing new Shares that are authorized for issuance, using treasury shares or causing an employee benefit trust or any other trust to deliver Shares. For purposes of the preceding paragraph, Shares covered by Awards shall only be counted as used to the extent they are actually transferred or delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan. For purposes of clarification, in accordance with the preceding sentence, if an Award is settled for cash or if 5

 
Shares are withheld to pay the Exercise Price of an Option or to satisfy any tax withholding requirement in connection with an Award, only the shares transferred or delivered (if any), net of the shares withheld or paid, will be deemed transferred or delivered for purposes of determining the number of Shares that are available for transfer and delivery under the Plan or the Director EIP. In addition, if Shares are transferred or delivered subject to conditions which may result in the forfeiture, cancellation or return of such Shares to the Company, any portion of the Shares forfeited, cancelled or returned shall thereafter be treated as not transferred or delivered pursuant to the Plan. In addition, if Shares owned by a Participant (or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Award, the number of Shares tendered shall be added to the number of Shares that are available for delivery under the Plan or the Director EIP. Shares covered by Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes of this Section 3(b). (c) Individual Award Limits; Valuation Unless otherwise determined by the Committee, the maximum value of the Awards granted under the Plan in any calendar year shall not exceed in the aggregate: (i) 220% of base salary for the Chief Executive Officer, (ii) 150% of base salary for the Chief Financial Officer and other members of the Executive Leadership Team of Luxfer (other than the Chief Executive Officer), and (iii) 100% of base salary for other Participants. For purposes of these individual limits, the Awards shall be valued as follows: (i) Time-Based Restricted Stock and Time-Based Restricted Stock Units shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant; (ii) Options and Stock Appreciation Rights shall be valued at one-third of the Fair Market Value of Shares subject to the Award on the date of grant; (iii) Performance- Based Restricted Stock and Performance-Based Restricted Stock Units shall be valued at 50% of the Fair Market Value on the date of grant of the Target Award; (iv) Cash Incentive Awards shall be valued at the maximum cash value payable under the Award, and (v) Other Stock Based Awards shall be valued, as determined by the Committee in good faith at the time of grant, by reference to the Fair Market Value of Shares subject to the Award at the time of grant. 4. Administration of the Plan The Plan shall be administered by the Committee. The Committee shall, consistent with the terms of the Plan, from time to time designate those employees of the Company who shall be granted Awards under the Plan and the amount, type and other terms and conditions of such Awards. The Committee, in its discretion and consistent with applicable law and regulations, may delegate its authority and duties under the Plan to any other individual or committee as it deems to be advisable, under any conditions and subject to any limitations that the Committee may establish, except that the Committee may not delegate its authority with respect to establishing the terms and conditions of Awards made to the Executive Officers of the Company. The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms 6

 
of any Award (and any Award Agreement) granted thereunder and to adopt and amend from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate. The employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such Participant is employed by a Subsidiary of Luxfer and such Subsidiary ceases to be a Subsidiary of Luxfer, unless the Committee determines otherwise. On or after the date of grant of an Award under the Plan, the Committee may (i) accelerate the date on which any such Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Award, including, without limitation, extending the period following a termination of a Participant’s employment during which any such Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Award; provided that the Committee shall not have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other applicable law. Without limiting the generality of the foregoing, in order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative version of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan for any other purpose. Decisions of the Committee shall be final, binding and conclusive on all parties. To the extent permitted by applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and (ii) the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan. 5. Eligibility; Award Agreements; Non-Transferability (a) The Committee shall select from time to time the employees of the Company who are eligible to receive Awards pursuant to the Plan, including those key employees who are largely responsible for the management, growth and protection of the business of the Company. (b) Employees of Subsidiaries may participate in the Plan upon approval of Awards to such employees by the Committee. A Subsidiary’s participation in the Plan may be conditioned upon the Subsidiary’s agreement to reimburse Luxfer for costs and expenses of such participation, as determined by Luxfer. The Committee may terminate the Subsidiary’s participation in the Plan at any time and for any reason. If a Subsidiary’s participation in the Plan shall terminate, such termination shall not relieve it of any obligations theretofore incurred 7

 
by it under the Plan, except with the approval of the Committee, and the Committee shall determine, in its sole discretion, the extent to which employees of the Subsidiary may continue to participate in the Plan with respect to previously granted Awards. Unless the Committee determines otherwise, a Subsidiary’s participation in the Plan shall terminate upon the occurrence of any event that results in such entity no longer constituting a Subsidiary as defined herein; provided, however, that such termination shall not relieve such Subsidiary of any of its obligations to Luxfer theretofore incurred by it under the Plan, except with the approval of the Committee. Notwithstanding the foregoing, unless otherwise specified by the Committee, upon any such Subsidiary ceasing to be a Subsidiary as defined herein, the Participants employed by such Subsidiary shall be deemed to have terminated employment for purposes of the Plan. With respect to Awards subject to Section 409A of the Code, for purposes of determining whether a distribution is due to a Participant, such Participant’s employment shall be deemed terminated as described in the preceding sentence only if the Committee determines that a separation from service (within the meaning of Section 409A of the Code and regulations promulgated thereunder) has occurred. (c) Each Award granted under the Plan shall be evidenced by an Award Agreement in form and substance approved by the Committee. Except as otherwise determined by the Committee, an Award may not be Transferred. 6. Options and Stock Appreciation Rights The Committee may from time to time grant Time-Based Options that are Nonqualified Stock Options and Time-Based Stock Appreciation Rights, subject to the following terms and conditions: (a) Evidence of Grant The Award Agreement evidencing the grants of Options and Stock Appreciation Rights shall include the amount of Shares subject to an Award, the Exercise Price, vesting conditions (as set forth below) and such additional provisions as may be specified by the Committee. The Exercise Price per Share covered by any Option or Stock Appreciation Right shall be not less than 100% of the Fair Market Value of a Share on the date on which such Option or Stock Appreciation Right is granted. (b) Vesting Unless otherwise determined by the Committee, each Option or Stock Appreciation Right shall become vested and exercisable with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the Participant is continuously employed through each such respective anniversary. (c) Exercise Period No Option or Stock Appreciation Right shall be exercisable after the expiration of ten years from the date such Option or Stock Appreciation Right is granted. (d) Exercise of Options and Stock Appreciation Rights 8

 
Each Option or Stock Appreciation Right may, to the extent vested and exercisable, be exercised in whole or in part. The partial exercise of an Option or Stock Appreciation Right shall not cause the expiration, termination or cancellation of the remaining portion thereof. An Option or Stock Appreciation Right shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation, in the case of an Option, through net physical settlement or other method of cashless exercise. The Exercise Price of an Option must be paid in full when the Option is exercised. For the avoidance of doubt, the preceding sentence will not prevent the Exercise Price being paid from the proceeds pursuant to the prompt sale of Shares acquired upon exercise or the Participant entering into other permissible arrangements, agreed by the Committee, for procuring payment of the aggregate Exercise Price. (e) Payment in Cash or Shares. Upon exercise, a Stock Appreciation Right may be settled for cash or Shares or a combination of cash and Shares, in the discretion of the Committee, and as described in the Award Agreement. If a Stock Appreciation Right is settled for cash, the Company shall make a payment to the Participant equal to the excess, if any, of the Fair Market Value of a Share on the date of exercise over the Exercise Price, for each Share for which a Stock Appreciation Right was exercised. If the Stock Appreciation Right is settled for Shares, the Company shall deliver to the Participant a number of Shares in the amount equal to the cash payment amount that would have been payable if the Stock Appreciation Right was settled in cash divided by the Fair Market Value of a Share on the date of exercise, rounded down to the nearest whole number of Shares. (f) Termination of Employment. Subject to the discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) the portion of an Option or a Stock Appreciation Right that has not become vested or exercisable as of the date of such termination shall immediately lapse and (ii) except as otherwise provided in the Plan or in the applicable Award Agreement, the portion of the Option or a Stock Appreciation Right that is vested or exercisable as of the date of termination of employment will lapse on the first anniversary of the date of termination of employment to the extent not theretofore exercised. In the event of the termination of the Participant’s employment for Cause, all Shares subject to an Option or a Stock Appreciation Right, whether then vested or exercisable or not, shall immediately lapse on such termination. 7. Restricted Stock The Committee may from time to time grant Time-Based and Performance-Based Restricted Stock, subject to the following terms and conditions: (a) Grant of Restricted Stock At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock granted pursuant to this Section 7. Time-Based Restricted Stock shall vest with respect to one-third of the Shares subject to the Award on each 9

 
of the first three anniversaries from the date of grant provided the employee is continuously employed through each such respective anniversary. (b) Issuance of Restricted Stock; Rights of Participants As soon as practicable after Restricted Stock has been granted, Restricted Stock shall be transferred to the Participant. Shares of Restricted Stock may be evidenced in such manner as the Committee shall determine. Except as otherwise determined by the Committee, the Participant will have all rights of a shareholder with respect to the Shares of Restricted Stock, including the right to vote and to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and forfeiture and may not be Transferred until the restrictions are satisfied or lapse. The Committee may enforce any restrictions that the Committee may impose on Restricted Stock in such manner as the Committee shall determine, including legends, custody accounts or any other restrictions on transfer. (c) Dividends The Committee may provide that any dividends declared on the Restricted Stock before they are vested shall either (i) be reinvested in the form of additional Shares, which shall be subject to the same vesting provisions that apply to the Shares of Restricted Stock to which they relate, or (ii) be credited by the Company to an account for the Participant and accumulated with or without interest until the date upon which the Shares of Restricted Stock to which they relate become vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further consideration or any act or action by the Participant. In cases where dividends are reinvested, the number of additional Shares shall be determined by first (i) multiplying the number of Shares of Restricted Stock subject to an Award on the dividend payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date, with the number of Shares rounded down to the nearest whole number and the cash balance remaining being carried forward and added to the dividend amounts (if any) paid on the next occasion. If Shares of Restricted Stock subject to an Award are forfeited, the additional Shares that relate to such Restricted Stock shall also be forfeited.” (d) Termination of Employment. Subject to the discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) all Shares underlying Time-Based Restricted Stock that have not yet become vested as of the date of the Participant’s termination shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto and (ii) the Performance-Based Restricted Stock shall vest with respect to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award that would have been vested in the Participant for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the 10

 
date of termination and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Restricted Stock that does not vest pursuant to the clause (ii) of the preceding sentence shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto. In the event of the termination of the Participant’s employment for Cause, all unvested Restricted Stock shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto. 8. Restricted Stock Units The Committee may from time to time grant Time-Based and Performance-Based Restricted Stock Units, subject to the following terms and conditions: (a) Grant of Restricted Stock Units At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock Units granted pursuant to this Section 8. Unless otherwise determined by the Committee, Time-Based Restricted Stock Units shall vest with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the Participant is continuously employed through each such respective anniversary. (b) Dividend Equivalents The Committee shall provide for the payment of dividend equivalents with respect to Restricted Stock Units. The Company shall credit the Participant with additional Restricted Stock Units as of each date on which the Company pays a cash dividend on Shares, the number of which shall be determined by first (i) multiplying the number of Restricted Stock Units subject to an Award on the dividend payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date. Additional Restricted Stock Units shall be subject to the same restrictions, including but not limited to vesting, Transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate. If the Restricted Stock Units subject to an Award are forfeited, the additional Restricted Stock Units that relate to such Restricted Stock Units shall also be forfeited. (c) Form and Timing of Settlement Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the Code such payment will occur in a manner that would not cause any tax to become due under Section 409A of the Code. Restricted Stock Units may be settled for cash, Shares, or a combination of both, as determined by the Committee and set forth in the Award Agreement. The Committee may permit Participants to request the deferral of payment of vested Restricted Stock Units (including the value of related dividend equivalents, if any) to a date later than the payment date specified in the 11

 
Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the Code such deferral will be made in a manner that would not cause any tax to become due under Section 409A of the Code. (d) Termination of Employment. Subject to the discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) all Shares underlying Time-Based Restricted Stock Units that have not yet become vested as of the date of the Participant’s termination shall be immediately forfeited by the Participant, and (ii) the Performance-Based Restricted Stock Units shall vest and be settled in cash or Shares with respect to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award that would have been delivered to the Participant for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of termination and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Restricted Stock Units Award that does not vest pursuant to the clause (ii) of the preceding sentence shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto. In the event of the termination of the Participant’s employment for Cause, all Restricted Stock Units shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto. 9. Cash Incentive Awards The Committee may from time to time grant Cash Incentive Awards. At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Cash Incentive Awards granted pursuant to this Section 9. Cash Incentive Awards may be settled in cash or in other property, including Shares, as determined by the Committee at the time of grant. Unless otherwise determined by the Committee, all Cash Incentive Awards shall be granted upon satisfaction of applicable performance conditions and shall be deferred for at least two years, subject to continued service of the Participant. If during such deferral period the Company restates its financial results based on which the Cash Incentive Award was computed, the Participant shall forfeit the excess of the amount of the Cash Incentive Award over what he would have received based on the restated financial results. Upon the termination of the Participant’s employment for any reason other than for Cause, the Cash Incentive Award held by the Participant shall become vested in full and payable within 30 days after the termination of the Participant’s employment, except (i) if the Participant is subject to United States taxation and the Cash Incentive Award is subject to Section 409A of the Code, the payment of the Cash Incentive Award shall not be accelerated and (ii) if the Committee, in its sole discretion, reasonably believes that there is more than minimal risk of a restatement of the Company’s financial results during the original deferral period, the Cash Incentive Award shall be treated as if the Participant remained employed through the original payment date set forth in the Award. In the event of the termination of the Participant’s employment for Cause, all outstanding Cash Incentive Awards 12

 
shall be forfeited by the Participant and the Participant shall have no further rights with respect thereto. 10. Other Stock Based Awards The Committee may grant Other Stock Based Awards not otherwise described herein in such amounts and subject to such terms and conditions as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock Based Award may (i) involve the transfer of Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, and (ii) be Time-Based or Performance-Based; provided that each Other Stock Based Award shall be denominated in, or shall have a value determined by reference to, a number of Shares that is specified at the time of the grant of such award. The UK schedule hereto or applicable Award Agreement shall specify the consequences, if any, on the Award of the Participant’s termination of employment; provided that in the event of the termination of the Participant’s employment for Cause, all outstanding Other Stock Based Awards shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto. 11. Performance-Based Awards The Performance-Based Awards shall be subject to the following terms and conditions: (a) Performance Targets, Target Awards and Performance Schedules Within 90 days after the beginning of a Performance Period, and in any case before 25% of the Performance Period has elapsed, the Committee shall establish (a) Performance Targets for such Performance Period, (b) Target Awards for each Participant, and (c) Performance Schedules for such Performance Period. The Performance Targets may be with respect to corporate performance, operating group or sub group performance, individual company performance, other group or individual performance, or division performance, and shall be based on one or more of the Performance Measures described below. (b) Performance Measures The Performance Targets upon which the payment or vesting of any Performance-Based Award depends shall relate to one or more of the following Performance Measures: (i) net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual items), (ii) return on assets, return on capital, return on equity, return on economic capital, return on other measures of capital, return on sales or other financial criteria, (iii) revenue or net sales, (iv) gross profit or operating gross profit, (v) cash flow, (vi) productivity or efficiency ratios, (vii) share price or total shareholder return, (viii) earnings per share, (ix) budget and expense management, (x) customer and product measures, including market share, high value client growth, and customer growth, (xi) working capital turnover and targets, (xii) margins, and (xiii) economic value added or other value added measurements, in any such case (x) considered absolutely or relative to historic performance or relative to one or more other businesses and (y) determined for the Company or any business unit or division thereof. 13

 
The measurement of any Performance Measure(s) may exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles and as identified in the Company’s audited financial statements, including the notes thereto. Each Performance Measure may be expressed on an absolute and/or relative basis and may be used to measure the performance of any Participant or group of Participants, or Luxfer, the Company or a Subsidiary as a whole or any business unit of Luxfer or any Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate. (c) Certification Except as otherwise provided in the Plan, no distribution shall be made under this Plan until after the Committee has certified the attainment of the Performance Targets and the amount to be paid to each Participant. (d) Service Requirements Nothing in this Section 11 is intended to limit the Committee’s discretion to adopt any service conditions or restrictions with respect to Performance-Based Awards. 12. Adjustment upon Certain Changes (a) Adjustment of Shares If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Luxfer, without the fair market value consideration, then (i) the number of Shares available for Awards under the Plan and awards under the Director EIP set forth in Section 3, (ii) the Exercise Prices of and number of Shares subject to outstanding Options and Stock Appreciation Rights and (iii) the nominal value per Share, if applicable, and the number of Shares subject to other outstanding Awards, may be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws and, to the extent applicable, Section 409A of the Code. In addition, except insofar as the Board (on behalf of Luxfer) agrees to capitalize Luxfer’s reserves and apply the same in paying up any difference between the Exercise Price (or any amount payable per Share in relation to an Award) and the nominal value of the Shares, the Exercise Price (or other amount payable per Share in relation to an Award) of any Award over Shares that are to be newly issued by Luxfer in satisfaction of the Award shall not be reduced below a Share’s nominal value. (b) Certain Mergers Subject to any required action by the shareholders of Luxfer, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar transaction 14

 
as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation, the Committee may, to the extent deemed appropriate by the Committee, adjust each Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of Shares subject to such Award would have received in such merger or consolidation. (c) Certain Other Transactions In the event of (i) a dissolution or liquidation of Luxfer, (ii) a sale of all or substantially all of the Luxfer’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to: (i) cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each Share subject to such Award equal to the value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding Option or Stock Appreciation Right, such value shall be equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of a Share as a result of such event over (B) the Exercise Price of such Option or Stock Appreciation Right; or (ii) provide for the exchange of each Award (whether or not then exercisable or vested) for an award with respect to, as appropriate, some or all of the property which a holder of the number of Shares subject to such Award would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion in the Exercise Price of the Award, or the number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participant to whom such Award was granted in partial consideration for the exchange of the Award. (d) Notice The Company shall give each Participant notice of an adjustment, substitution, cancellation or other action hereunder and, upon notice, such adjustment, substitution, cancellation or other action shall be conclusive and binding for all purposes. Notwithstanding the foregoing, the Committee may, in its discretion, decline to take action under this Section 12 with respect to any Award if the Committee determines that such action would violate (or cause the Award to violate) applicable law or result in adverse tax consequences to the Participant or to the Company. (e) Changes to Awards Subject to Performance Conditions 15

 
In the event of any transaction or event described in this Section 12, the Committee may, in its sole discretion, make such adjustments in any Performance Schedule, Performance Targets or Target Award, and in such other terms of any Award, as the Committee may consider appropriate in respect of such transaction or event. (f) No Repricing Notwithstanding any provision of the Plan to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of Awards granted under the Plan be permitted at any time under any circumstances or (ii) any new Awards be granted in substitution for outstanding Awards previously granted to Participants if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule). (g) No Other Rights Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Luxfer or any other corporation. Except as expressly provided in the Plan, no issuance by Luxfer of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares or amount of other property subject to, or the terms related to, any Award. (h) Savings Clause No provision of this Section 12 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. 13. Rights under the Plan No person shall have any rights as a shareholder with respect to any Shares covered by or relating to any Award granted pursuant to the Plan until the date of the transfer or delivery of Shares. Except as otherwise expressly provided in Section 12, no adjustment of any Award shall be made for dividends or other rights for which the record date occurs prior to the date such Shares are transferred or delivered. Nothing in this Section 13 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any Share if it were transferred or delivered or outstanding, or from granting rights related to such dividends. The Company may, but shall not have any obligation to, establish any separate fund or trust or other segregation of assets to provide for the satisfaction of Awards under the Plan. 16

 
14. No Special Employment Rights; No Right to Award Nothing contained in the Plan or any Award Agreement shall confer upon any Participant any right with respect to the continuation of his employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award. No person shall have any claim or right to receive an Award hereunder. The Committee’s granting of an Award to a Participant at any time shall neither require the Committee to grant an Award to such Participant or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person. 15. Securities Matters The Company shall be under no obligation to effect the registration pursuant to the Securities Act or any federal, state or non-U.S. securities laws of any Shares to be transferred or delivered hereunder or to effect similar compliance under any state laws. Notwithstanding anything in the Plan to the contrary, the Company shall not be obligated to cause to be transferred or delivered any Shares pursuant to the Plan unless and until the Company is advised by its counsel that the transfer and delivery of Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded. The Committee may require, as a condition to the transfer and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that certificates, if any, evidencing such Shares, bear such legends, as the Committee deems necessary or desirable. The exercise of any Option or Stock Appreciation Right that is settled in Shares granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the transfer or delivery of Shares pursuant to such exercise is in compliance with all applicable laws and regulations and the requirements of any securities exchange on which Shares are traded. The Company may, in its sole discretion, defer the effectiveness of an exercise of an Award hereunder or the delivery or transfer of Shares pursuant to any Award pending or to ensure compliance under federal, state, non-U.S. securities laws and the requirements of any securities exchange on which Shares are traded. The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Award or the delivery or transfer of Shares pursuant to any Award. During the period that the effectiveness of the exercise of an Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. The issue or transfer of any Shares under the Plan shall be subject to Luxfer’s Articles of the Association and to any necessary consents of any governmental or other authorities (in any jurisdiction) under any enactments or regulations from time to time in force. The Participant shall comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent. 17

 
16. Withholding Taxes (a) Payment of Taxes Participants shall be solely responsible for any applicable taxes imposed on the Participant by applicable law (including without limitation income, social security and excise taxes but excluding any taxes imposed in connection with the issuance of Shares) and penalties, and any interest that accrues thereon, which they incur in connection with the receipt, vesting, settlement or exercise of any Award. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or the Committee be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment under U.S. or non-U.S. law, including, without limitation, under Section 409A of the Code. (b) Cash Remittance Whenever Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, and whenever any cash amount shall become payable in respect of any Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to the delivery of Shares or recordation by the Company of the Participant or his or her nominee as the owner of such Shares or the effectiveness of the lapse of such restrictions or making of such payment. In addition, upon the exercise or settlement of any Award in cash, or any payment (including in Shares) with respect to any Award, the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state, local and/or non- U.S. withholding tax requirements, if any, attributable to such exercise, settlement or payment. (c) Share Remittance At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, the Participant may tender to the Company a number of Shares that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations. Such election shall satisfy the Participant’s obligations under Section 16(a) hereof, if any. 18

 
(d) Share Withholding At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, the Company shall withhold a number of such Shares determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations. Such election shall satisfy the Participant’s obligations under Section 16(a) hereof, if any. 17. Amendment or Termination of the Plan (a) The Board may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 17 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Award. Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan. (b) The Committee may amend or modify the terms and conditions of an Award to the extent that the Committee determines, in its sole discretion, that the terms and conditions of the Award violate or may violate Section 409A of the Code; provided, however, that (i) no such amendment or modification shall be made without the Participant’s written consent if such amendment or modification would violate the terms and conditions of any other agreement between the Participant and the Company and (ii) unless the Committee determines otherwise, any such amendment or modification of an Award made pursuant to this Section 17(b) shall maintain, to the maximum extent practicable, the original intent of the applicable Award provision without contravening the provisions of Section 409A of the Code. The amendment or modification of any Award pursuant to this Section 17(b) shall be at the Committee’s sole discretion and the Committee shall not be obligated to amend or modify any Award or the Plan, nor shall the Company be liable for any adverse tax or other consequences to a Participant resulting from such amendments or modifications or the Committee’s failure to make any such amendments or modifications for purposes of complying with Section 409A of the Code or for any other purpose. To the extent the Committee amends or modifies an Award pursuant to this Section 17(b), the Participant shall receive notification of any such changes to his or her Award and, unless the Committee determines otherwise, the changes described in such notification shall be deemed to amend the terms and conditions of the Award and the applicable Award Agreement. 19

 
18. Transfers upon Death Upon the death of a Participant, to the extent provided in the applicable Award Agreement, (i) any outstanding Options and Stock Appreciation Rights granted to such Participant may be exercised only by the Beneficiary and (ii) any Award granted to such Participant may only be transferred to the Beneficiary. The Beneficiary, as a condition of such exercise or transfer, as the case may be, shall be bound in all respects by the provisions of the Plan and the applicable Award Agreement as if the Beneficiary were an original party thereto and by the acknowledgements made by the Participant in connection with the grant of the Award and all references in the Plan and the applicable Award Agreement to the Participant shall be deemed to refer to such Beneficiary. Any attempt to Transfer an Award in violation of the Plan shall render such Award null and void. 19. Change in Control (a) Treatment of the Awards Unless otherwise set forth in the Award Agreement, upon a Change in Control, (i) each outstanding Time-Based Award shall become fully vested and (a) with respect to Options and Stock Appreciation Rights, exercisable or (b) with respect to all other Awards hereunder, settled in cash or Shares, as applicable, and all restrictions thereon shall lapse, and except as otherwise provided in the Plan or in the applicable Award Agreement or as otherwise communicated to the Participants by the Committee in connection with the Change in Control, an Option or a Stock Appreciation Right shall lapse on the first anniversary of the Change in Control to the extent not theretofore exercised. (ii) each outstanding Performance-Based Award shall become vested and exercisable and/or settled in cash or Shares, as applicable, and the restrictions thereon shall lapse, in each case, with respect to the number of Shares underlying such Award or the amount of cash that is equal to (x) the number of Shares underlying such Award or cash amount under an Award that would have been vested in or delivered to the Participant, as applicable, for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of a Change in Control multiplied by (y) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of the Change in Control and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Award that does not vest pursuant to this clause (ii) shall be forfeited or lapse, as applicable, as of the date of the Change in Control and the Participant shall have no further rights with respect thereto. (b) 409A Savings Clause Notwithstanding the foregoing and for the purposes of timing of payment, distribution or settlement only, a Change in Control shall not be deemed to occur under this Section 19 of the 20

 
Plan with respect to any Award that constitutes “non-qualified deferred compensation” within the meaning of Section 409A of the Code and is granted to a Participant subject to United States taxation, unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor thereto. (c) 280G Cutback In the event that it shall be determined by the Committee that any benefit provided or payment made by the Company to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of the Plan or any other agreement, plan, program, arrangement or otherwise (“Parachute Payments”), would subject the Participant to an obligation to pay an excise tax imposed by Section 4999 of the Code or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the amount of Parachute Payments payable to such Participant shall be reduced in the manner determined by the Committee, to the extent and only to the extent that such reduction would result in a greater after-tax benefit for such Participant than if the Parachute Payments were not reduced; provided, however, that in no event shall such reduction be effected through a delay in the timing of any Payment that is subject to Section 409A of the Code (or that would become subject to 409A of the Code as a result of such delay). 20. Fractional Shares The Company shall not be required to issue any fractional Shares pursuant to the Plan. The Committee may provide for the elimination of fractions or for the settlement thereof in cash. 21. Nominal Value If determined by the Committee, the vesting/exercise of an Award over Shares and the issue of Shares pursuant to the Award will be subject to the payment of the aggregate nominal value of the underlying Shares by the Participant. Any cash payment to be made to a Participant pursuant to Section 12(c)(i) of the Plan in consideration of the cancellation of an Award or an award that is provided in exchange for an Award pursuant to Section 12(c)(ii) of the Plan, shall where appropriate and if determined by the Committee, take account of the nominal value of the Shares subject to the Award. 22. Data Protection It shall be a condition of an Award that the Participant agrees and consents to: (a) The collection, use, processing and transfer of Participant’s Personal Data by the Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant. (b) The Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant 21

 
transferring the Participant's Personal Data amongst themselves for the purposes of implementing, administering and managing the Plan and the grant of Awards and the acquisition of Shares pursuant to Awards, the disposal of such Shares or the making of any cash payment under the Plan. (c) The use of Personal Data by any such person for any such purposes; and (d) The transfer to and retention of Personal Data by third parties including any trustee or third party administrator of the Plan for or in connection with such purposes. 23. Service of Documents (a) Except as otherwise provided in the Plan, any written notice or document to be given by, or on behalf of, the Company or any administrator of the Plan to a Participant in accordance or in connection with the Plan may be given by hand or sent by pre-paid first class mail (airmail if overseas), facsimile transmission or email to the Participant's home or work address, facsimile number or email address last known to the Company to be the Participant’s address, facsimile number or email address. Subject to the paragraph (d) of this Section 23 any notice or document given in accordance with this Section 23 shall be deemed to have been given: (i) upon delivery, if delivered by hand; (ii) after 24 hours, if sent by mail; after 4 hours, if sent by facsimile transmission; and (iv) at the time of transmission, if sent by email except that a notice or document shall not be duly given by email unless that person is known by his employer company to have personal access during his normal business hours to information sent to him by email. (b) Any notice or document so sent to a Participant shall be deemed to have been duly given notwithstanding that such person is then deceased (and whether or not the Company has notice of his death) except where his personal representatives have supplied an alternative address to which documents are to be sent to the Company. (c) Any written notice or document to be submitted or given to the Company or any administrator of the Plan in accordance or in connection with the Plan may be given by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the Secretary of the Company or such other individual as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the Participant. (d) For the purposes of the Plan, an email shall be treated as not having been duly sent or received if the recipient of such email notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer program which could alter, damage or interfere with any computer software or email. 24. Third Party Rights Except as otherwise expressly stated to the contrary, neither the Plan nor the making of any Award shall have the effect of giving any third party any rights under the Plan pursuant to 22

 
the UK Contracts (Rights of Third Parties) Act 1999 or otherwise and that Act shall not apply to the Plan or to the terms of any Award under it. 25. Governing Law (a) This Plan and any Award shall be governed by, and construed in accordance with, English law. (b) Any person or persons referred to in the Plan shall: (i) submit to the exclusive jurisdiction of the English courts as regards any claim, legal action, dispute, difference or proceedings concerning an Award or any matter arising from, or in relation to, the Plan; (ii) waive personal service of any proceedings; (iii) agree that service on him or it of proceedings may be effected by registered mail to his or its address for service of notices under the Plan; and (iv) waive any objection to proceedings taking place in the English courts on the grounds of venue or that proceedings have been brought in an inconvenient forum. 23

 
AMENDMENT NO. 1 TO LUXFER HOLDINGS PLC LONG-TERM UMBRELLA INCENTIVE PLAN The Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “Plan”) is hereby amended effective as of January 23, 2013 as follows: 1. By deleting Section 3(c) of the Plan in its entirety and replacing it by the following: “(c) Unless otherwise determined by the Committee, the maximum value of the Awards granted under the Plan in any calendar year shall not exceed in the aggregate: (i) 150% of base salary for the Chief Executive Officer, (ii) 120% of base salary for the Chief Financial Officer and other members of the Executive Management Board of Luxfer (other than the Chief Executive Officer), and (iii) 100% of base salary for other Participants. For purposes of these individual limits, the Awards shall be valued as follows: (i) Time-Based Restricted Stock and Time-Based Restricted Stock Units shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant; (ii) Options and Stock Appreciation Rights shall be valued at one-third of the Fair Market Value of Shares subject to the Award on the date of grant; (iii) Performance-Based Restricted Stock and Performance-Based Restricted Stock Units shall be valued at 50% of the Fair Market Value on the date of grant of the Target Award; (iv) Cash Incentive Awards shall be valued at the maximum cash value payable under the Award, and (v) Other Stock Based Awards shall be valued, as determined by the Committee in good faith at the time of grant, by reference to the Fair Market Value of Shares subject to the Award at the time of grant.” 2. By deleting Section 7(c) of the Plan in its entirety and replacing it by the following: “(c) The Committee may provide that any dividends declared on the Restricted Stock before they are vested shall either (i) be reinvested in the form of additional Shares, which shall be subject to the same vesting provisions that apply to the Shares of Restricted Stock to which they relate, or (ii) be credited by the Company to an account for the Participant and accumulated with or without interest until the date upon which the Shares of Restricted Stock to which they relate become vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further consideration or any act or action by the Participant. In cased dividends are reinvested, the number of additional Shares shall be determined by first (i) multiplying the number of Shares of Restricted Stock subject to an Award on the dividend payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date, with the number of Shares rounded down to the nearest whole number and the cash balance remaining being carried forward and added to the dividend amounts (if any) paid on the next occasion. If 24

 
Shares of Restricted Stock subject to an Award are forfeited, the additional Shares that relate to such Restricted Stock shall also be forfeited.” 3. By deleting Section 5(c) of the Plan in its entirety and replacing it by the following: “(c) Each Award granted under the Plan shall be evidenced by an Award Agreement, in form and substance approved by the Committee. Except as otherwise determined by the Committee, an Award may not be Transferred.” 4 This amendment shall not affect any other provisions of the Plan and the Plan shall remain in full force and effect. 25

 
AMENDMENT NO. 2 TO LUXFER HOLDINGS PLC LONG-TERM UMBRELLA INCENTIVE PLAN The Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “Plan”) is hereby amended effective as of March 28, 2013 as follows: 1. By deleting Section 2(r) of the Plan in its entirety and replacing it by the following: “(r) “Fair Market Value” means, with respect to a Share, as of the applicable date of determination (i) (x) for purposes of Sections 3(c) and 6(a) hereof, the closing price per Share on the trading day immediately preceding such date as reported on the New York Stock Exchange and (y) for all other purposes, the closing price per Share on that date as reported on the New York Stock Exchange (or if not reported, the closing price per Share on the trading day immediately preceding such date as reported on the New York Stock Exchange) or (ii) if not so reported, as determined by the Committee in its sole discretion using a reasonable valuation method taking into account, to the extent applicable, the requirements of Section 409A of the Code.” 2. This amendment shall not affect any other provisions of the Plan and the Plan shall remain in full force and effect. 26

 
AMENDMENT NO. 3 TO LUXFER HOLDINGS PLC LONG-TERM UMBRELLA INCENTIVE PLAN The Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “Plan”) is hereby amended effective as of January 23, 2018 as follows: 1. By deleting the reference to American Depositary Shares. 2. In 2(u) By changing the nominal shares of Luxfer’s ordinary shares to a nominal value £0.50 per share, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 12 of the Plan. 3. In 3(b) By increasing the maximum number of Shares that initially may be available for Awards under the Plan and awards under the Director EIP, in the aggregate, shall be a number equal to 2,010,820, which represents 7.4% of the outstanding share capital of Luxfer as of the Effective Date. 4. In 2(g) by increasing the percentage from 30% to 40% in (i) if any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 40% or more of the combined voting power of the Company’s outstanding securities prior to the Effective Date); 27

 
AMENDMENT NO. 4 TO LUXFER HOLDINGS PLC LONG-TERM UMBRELLA INCENTIVE PLAN The Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “Plan”) is hereby amended effective as of May 22, 2018 as follows: 1. By removing references to “Executive Management Board” and replacing with “Executive Leadership Team”, throughout. 2. Section 3(c) “Individual Award Limits; Valuation”, following shareholder approval of the updated Remuneration Policy at the 2018 annual general meeting, updating the maximum value of the share award in any calendar year under the UIP from 150% to 220% for the Chief Executive Officer and from 120% to 150% for the Chief Financial Officer and all other members of the Executive Leadership Team (excluding the Chief Executive Officer). 28

 
AMENDMENT NO. 5 TO LUXFER HOLDINGS PLC LONG-TERM UMBRELLA INCENTIVE PLAN The Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “Plan”) is hereby amended effective as of March 5, 2019 as follows: 1. Section 6(b) “Options and Stock Appreciation Rights; (b) Vesting”, amended to include the following text “Unless otherwise determined by the Committee”. 29

 
 EX-10.9 4 exhibit109.htm EXHIBIT 10.9 exhibit109
PLAN RULES AND TRUST DEED AS AMENDED AND RESTATED PURSUANT TO A DEED DATED 15 MAY 2019 THE LUXFER SHARE INCENTIVE PLAN The Plan has been:- (a) established by resolution of the directors of Luxfer Holdings PLC (the "Company") passed on 26 September 2013; (b) approved by H M Revenue & Customs pursuant to Schedule 2 ITEPA on 29 October 2013 under reference A 110826; and (c) amended by deed pursuant to resolutions of the directors and of shareholders of the Company on 15 May 2019.

 
LUXFER HOLDINGS PLC THE LUXFER HOLDINGS PLC SHARE INCENTIVE PLAN PART A: GENERAL...................................................................................................................................... 5 PART B: PARTNERSHIP SHARES ........................................................................................................... 10 PART C: MATCHING SHARES ................................................................................................................. 17 PART D: FREE SHARES ........................................................................................................................... 19 PART E: PROVISIONS RELATING TO THE HOLDING OF PLAN SHARES ....................................... 23 PART F: GLOSSARY ................................................................................................................................. 30 PART G: PLAN TRUST DEED ................................................................................................................... 35

 
CONTENTS PART A: GENERAL...................................................................................................................................... 5 1. PURPOSE OF THE PLAN ................................................................................................................ 5 2. PROVISION OF FREE, PARTNERSHIP AND MATCHING SHARES ............................................. 5 3. HOLDING OF PLAN SHARES .......................................................................................................... 5 4. DEFINITIONS AND INTERPRETATION .......................................................................................... 5 5. ESTABLISHMENT OF PLAN TRUST ............................................................................................... 5 6. REFERENCES TO THE TRUSTEE TO INCLUDE REFERENCES TO THE ADMINISTRATOR .... 6 7. ELIGIBILITY TO PARTICIPATE IN THE PLAN ................................................................................ 6 8. AMENDMENT OF THE PLAN .......................................................................................................... 6 9. TERMINATION OF THE PLAN ......................................................................................................... 7 10. ERRORS AND OMISSIONS ............................................................................................................. 8 11. RELATIONSHIP WITH CONTRACT OF EMPLOYMENT ................................................................ 8 12. PROPER LAW .................................................................................................................................. 9 PART B: PARTNERSHIP SHARES ........................................................................................................... 10 13. ISSUE OF INVITATIONS TO ENTER INTO A PARTNERSHIP SHARE AGREEMENT ................ 10 14. ENTRY INTO A PARTNERSHIP SHARE AGREEMENT ............................................................... 10 15. QUALIFYING PERIOD OF EMPLOYMENT ................................................................................... 10 16. AUTHORITY TO MAKE DEDUCTIONS FROM SALARY ............................................................... 11 17. INDIVIDUAL LIMIT ON DEDUCTIONS FROM SALARY ................................................................ 11 18. VARIATION BY PARTICIPANTS OF AMOUNTS DEDUCTED ...................................................... 11 19. TERM OF A PARTNERSHIP SHARE AGREEMENT ..................................................................... 11 20. NOTICE OF EFFECT OF DEDUCTIONS ON BENEFITS AND TAX CREDITS ............................ 11 21. NOTICE TO STOP DEDUCTIONS ................................................................................................. 12 22. PARTNERSHIP SHARE MONEY TO BE HELD BY THE TRUSTEE ............................................. 12 23. ACCUMULATION PERIODS .......................................................................................................... 12 24. CONNECTED SHARE INCENTIVE PLANS ................................................................................... 13 25. ACQUISITION OF PARTNERSHIP SHARES ................................................................................ 14 26. SCALING BACK OF PARTNERSHIP SHARES ............................................................................. 14 27. CARRY-FORWARD OF SURPLUS PARTNERSHIP SHARE MONEY .......................................... 15 28. NOTIFICATION OF ACQUISITION OF PARTNERSHIP SHARES ................................................ 15 29. WITHDRAWAL FROM A PARTNERSHIP SHARE AGREEMENT ................................................. 15

 
30. RETURN OF PARTNERSHIP SHARE MONEY UPON THE PLAN CEASING TO BE A SCHEDULE 2 SIP OR TERMINATION .............................................................................................................. 15 31. SUSPENSION OF DEDUCTIONS FROM SALARY ....................................................................... 15 PART C: MATCHING SHARES ................................................................................................................. 17 32. ISSUE OF INVITATIONS TO ACCEPT AN AWARD OF MATCHING SHARES ............................ 17 33. REQUIREMENTS FOR MATCHING SHARES ............................................................................... 17 34. LIMIT ON MATCHING SHARES ..................................................................................................... 17 35. CARRY-FORWARD OF UNMATCHED PARTNERSHIP SHARES ............................................... 17 36. AGREEMENT TO ACCEPT AN AWARD OF MATCHING SHARES ............................................. 17 37. HOLDING PERIOD FOR MATCHING SHARES ............................................................................ 17 38. NOTIFICATION OF AWARD .......................................................................................................... 18 39. FORFEITURE OF MATCHING SHARES ....................................................................................... 18 PART D: FREE SHARES ........................................................................................................................... 19 40. AWARD OF FREE SHARES .......................................................................................................... 19 41. CONNECTED SHARE INCENTIVE PLANS ................................................................................... 19 42. QUALIFYING PERIOD OF EMPLOYMENT ................................................................................... 19 43. ISSUE OF INVITATIONS TO ACCEPT AN AWARD OF FREE SHARES ..................................... 19 44. PLAN EMPLOYEES' RIGHT NOT TO ACCEPT AN AWARD OF FREE SHARES ........................ 20 45. NO MATCHING OF FREE SHARES .............................................................................................. 20 46. TOTAL NUMBER OF FREE SHARES TO BE AWARDED ............................................................ 20 47. NUMBERS OF FREE SHARES TO BE AWARDED TO EACH ELIGIBLE EMPLOYEE ................ 20 48. LIMIT ON THE VALUE OF FREE SHARES AWARDED IN ANY TAX YEAR ................................ 20 49. ALLOCATION OF FREE SHARES BY REFERENCE TO PERFORMANCE ................................. 20 50. METHOD ONE ................................................................................................................................ 21 51. METHOD TWO ............................................................................................................................... 21 52. NON-PERFORMANCE RELATED FREE SHARES TO BE AWARDED ON BASIS OF SAME TERMS .................................................................................................................................................... 21 53. HOLDING PERIOD FOR FREE SHARES ...................................................................................... 22 54. NOTIFICATION OF AWARD .......................................................................................................... 22 55. FORFEITURE OF FREE SHARES ................................................................................................. 22 PART E: PROVISIONS RELATING TO THE HOLDING OF PLAN SHARES ....................................... 23 56. HOLDING OF PLAN SHARES ........................................................................................................ 23 57. VOLUNTARY WITHDRAWAL OF SHARES FROM THE PLAN .................................................... 23

 
58. AUTOMATIC WITHDRAWAL OF PLAN SHARES UPON CEASING TO BE IN RELEVANT EMPLOYMENT .......................................................................................................................... 23 59. CONSEQUENCES OF WITHDRAWAL OF SHARES FROM THE PLAN ...................................... 23 60. NO LIABILITY FOR LOSS OCCASIONED BY DELAY .................................................................. 24 61. FORFEITURE OF FREE AND MATCHING SHARES .................................................................... 24 62. PROVISIONS OF SHAREHOLDERS ' INFORMATION TO PARTICIPANTS ................................ 25 63. VOTING RIGHTS ATTACHING TO PLAN SHARES ...................................................................... 25 64. RIGHTS ISSUES ............................................................................................................................ 25 65. HOLDING PERIOD : FREEDOM TO AUTHORISE TRUSTEE TO ACCEPT A GENERAL OFFER ETC ............................................................................................................................................ 26 66. COMPANY RECONSTRUCTIONS ................................................................................................. 26 67. REINVESTMENT OF CASH DIVIDENDS IN PLAN SHARES ........................................................ 27 68. HOLDING PERIOD FOR DIVIDEND SHARES .............................................................................. 28 69. NOTIFICATION OF ACQUISITION OF DIVIDEND SHARES ........................................................ 28 70. PAYE ............................................................................................................................................... 29 PART F: GLOSSARY ................................................................................................................................. 30 71. DEFINITIONS ................................................................................................................................. 30 72. INTERPRETATION OF THE PLAN ................................................................................................ 34 PART G: PLAN TRUST DEED ................................................................................................................... 35 1. INTERPRETATION ......................................................................................................................... 35 2. PRINCIPAL TRUSTS ...................................................................................................................... 36 3. ADDITIONS TO THE TRUST FUND .............................................................................................. 37 4. PARTNERSHIP SHARE MONIES AND PARTNERSHIP SHARES ............................................... 37 5. TRUSTEE 'S POWERS AND DUTIES RELATING TO THE PLAN ................................................ 37 6. TRUSTEE'S DEALINGS IN SHARES ............................................................................................. 41 7. INVESTMENT POWERS ............................................................................................................... 42 8. ADDITIONAL POWERS ................................................................................................................. 42 9. PERPETUITY PERIOD .................................................................................................................. 44 10. TRUSTEE ....................................................................................................................................... 44 11. REMUNERATION OF THE TRUSTEE ........................................................................................... 45 12. PERSONAL INTERESTS OF TRUSTEE ........................................................................................ 45 13. PROTECTION OF THE TRUSTEE ................................................................................................. 46 14. INFORMATION SUPPLIED BY THE COMPANY ........................................................................... 46 15. POWER OF MODIFICATION ......................................................................................................... 46

 
16. PROPER LAW ................................................................................................................................ 47 17. EXCLUSIONS FROM BENEFIT ..................................................................................................... 47 18. COUNTERPARTS .......................................................................................................................... 47 19. IRREVOCABILITY OF TRUSTS ..................................................................................................... 47

 
LUXFER HOLDINGS PLC RULES OF THE LUXFER SHARE INCENTIVE PLAN PART A: GENERAL 1. PURPOSE OF THE PLAN The purpose of the Plan is to provide benefits to employees of Participating Companies in the nature of Shares which give such employees a continuing stake in the Company . 2. PROVISION OF FREE, PARTNERSHIP AND MATCHING SHARES 2.1 The Plan provides:- 2.1.1 in Part B, for Partnership Shares to be acquired on behalf of participating Eligible Employees out of sums deducted from their Salary; 2.1.2 in Part C, for the Company to procure that Matching Shares are awarded to participating Eligible Employees without payment in proportion to the Partnership Shares acquired by them; and 2.1.3 in Part D, for Free Shares to be awarded to participating Eligible Employees without payment. 2.2 The Directors may from time to time determine whether Eligible Employees shall, in a given Tax Year, or in, or in respect of, a given Financial Year, be offered the opportunity to acquire Shares pursuant to the provisions of either or both of Part B (Partnership Shares) and Part D (Free Shares) and, if pursuant to Part B, also Part C (Matching Shares). 3. HOLDING OF PLAN SHARES Part E contains provisions governing the terms on which Dividend Shares may be acquired and on which Partnership Shares, Matching Shares, Free Shares and Dividend Shares shall be held in the Plan. 4. DEFINITIONS AND INTERPRETATION Words and expressions used in the Plan shall have the meanings given in the Glossary in Part F. 5. ESTABLISHMENT OF PLAN TRUST 5.1 The Company has established a trust by the execution of a Deed, (a pro-forma of which is set out in Part G) which is constituted under the laws of England and Wales for the purposes of:- 5.1.1 in the case of Free Shares and Matching Shares, acquiring Shares and awarding them to Eligible Employees in accordance with the Plan; 5.1.2 in the case of Partnership Shares, holding Partnership Share Money and applying it in acquiring Shares on behalf of Eligible Employees in accordance with the Plan; 5.1.3 in the case of Dividend Shares, acquiring such Shares in accordance with the Plan; and 5.1.4 holding all such Shares so awarded or acquired in accordance with the Plan. LMF/UKDP/UKM/92357982.1 5

 
5A LIMITS OF THE PLAN 5A.1 Subject to Rule 5A.2, the maximum number of Shares that may be available under the Plan shall be 500,000. The Directors may, subject to any applicable law, from time to time increase the maximum number of Shares that may be available under the Plan. The Company may satisfy its obligation to deliver Shares under the Plan in any manner permitted by law, including, without limitation, by issuing new Shares that are authorised for issuance, using treasury shares or causing an employee benefit trust or other trust to deliver Shares. 5A.2 If the number of outstanding Shares of the Company is changed by any bonus issues, rights issue, consolidation, reduction, subdivision or otherwise, without the fair market value consideration, the maximum number of Shares available under the Plan as specified in Rule 5A.1 may be proportionately adjusted, subject to any required action by the Directors or the shareholders of the Company and in compliance with applicable securities laws. 6. REFERENCES TO THE TRUSTEE TO INCLUDE REFERENCES TO THE ADMINISTRATOR References in Parts A to F of this Plan to anything done or to be done by or to the Trustee shall be read and construed as including anything done or to be done by or to the Administrator pursuant to the powers and duties delegated to the Administrator by the Trustee. 7. ELIGIBILITY TO PARTICIPATE IN THE PLAN 7.1 An individual shall not be entitled to have Shares acquired on his behalf under Part B, or to receive an award of Matching or Free Shares under Parts C or D at any time unless:- 7.1.1 subject to Rule 25.4, he is then an employee of a Participating Company; 7.1.2 if, pursuant to Rules 15 or 42, the Directors have specified a Qualifying Period in relation to eligibility on that occasion, he has, at all times during that Qualifying Period, been an employee of a Qualifying Company ; and 7.1.3 he has entered into a Participation Agreement as mentioned in Rule 43.3 and/or a Partnership Share Agreement as mentioned in Rule 14. 7.2 Free Shares or Matching Shares shall not be awarded to an individual if he has directed the Trustee not to award Shares to him. 7.3 Whenever the Directors decide to invite individuals to participate in the Plan, they must invite all Plan Employees who meet the requirements in Rule 7.1 (i.e., all Eligible Employees). 7.4 Every Eligible Employee shall be invited to participate in the Plan on the same terms, and all who do participate in the Plan shall do so on the same terms, subject to the provisions of Rules 49 and 52. 8. AMENDMENT OF THE PLAN 8.1 Before the Plan is approved by H M Revenue & Customs, the Directors may by resolution in writing alter (by amending, deleting or adding to) any of the terms of the Plan in any respect. 8.2 After the Plan is approved by H M Revenue & Customs, the Directors may so alter any of the terms of Parts A to F of the Plan PROVIDED THAT:- 8.2.1 no such alteration to any term which is a Key Feature of the Plan shall take effect if, as a result, the Plan would no longer be a Schedule 2 SIP and without compliance with such process as may apply or be required by H M Revenue & Customs from time to time in relation to the amendment of a Key Feature, including notifying H M Revenue & Customs of any alteration of a Key Feature; and 8.2.2 no such alteration shall be made without the prior approval of shareholders of the Company, if so required by any applicable statute, regulation or other legal provision, rule or guidance. 8.3 The terms of the Plan Trust may be amended, deleted or added to in accordance with the terms of the Deed by the Company executing a deed expressed to be supplemental to the Deed SAVE THAT no such amendment deletion or addition to any Key Feature of the Plan Trust shall take effect if, as a LMF/UKDP/UKM/92357982.1 6

 
result, the Plan would no longer be a Schedule 2 SIP and without compliance with such process as may apply or be required by H M Revenue & Customs from time to time in relation to the amendment of a Key Feature. 9. TERMINATION OF THE PLAN 9.1 The Directors may at any time, by giving notice in writing to:- 9.1.1 the Trustee; and 9.1.2 each Participant terminate the operation of the Plan on and with effect from a date specified in such notice which is not earlier than 14 days after the date of such notice. 9.2 Following such termination:- 9.2.1 no further Partnership Shares shall be acquired by the Trustee on behalf of Participants; 9.2.2 no further Free or Matching Shares shall be awarded by the Trustee; 9.2.3 no further Dividend Shares shall be acquired by the Trustee on behalf of any Participant; 9.2.4 the Trustee shall as soon as practicable after such notice is given to the Trustee return to each Participant (subject to deduction of income tax and NICs under PAYE) all of the Partnership Share Money and any other money held on behalf of such Participant; 9.2.5 the Trustee shall withdraw from the Plan each Participant's Plan Shares as soon as is practicable after:- (a) the end of the period of 3 months beginning with the date on which notice is given pursuant to Rule 9.1; or (b) if later, the first date on which such Participant's Plan Shares may be removed from the Plan without giving rise to a charge to income tax under Chapter 6 of Part 7 of ITEPA on the part of such Participant; 9.2.6 the Trustee may, if the Participant so directs, withdraw from the Plan any of a Participant's Plan Shares at any time before the end of the relevant period mentioned in Rule 9.2.5 above SAVE THAT the Trustee shall disregard any such direction given before the date on which notice is given to such Participant pursuant to Rule 9.1; and 9.2.7 Shares which remain held in the Plan pending their withdrawal from the Plan by virtue of Rules 9.2.5 and 9.2.6 above shall continue to be so held by the Trustee subject to the provisions of Part E of the Plan. 9.3 Whenever a Participant's Plan Shares are withdrawn from the Plan pursuant to Rules 9.2.5 and 9.2.6, the Trustee shall, subject to the provisions of Rule 70 (PAYE):- 9.3.1 transfer such Shares to the Participant or to such other person as the Participant may direct; or 9.3.2 dispose of the Shares and account (or hold itself ready to account) for the proceeds to the Participant or to such other person as the Participant has specified . 9.4 Unless the Participant otherwise agrees, a disposal of Shares as mentioned in Rule 9.3.2 shall be for the best consideration which the Trustee is able to obtain at the time of such disposal. LMF/UKDP/UKM/92357982.1 7

 
9.5 References in this Rule 9 to a disposal of Shares shall be construed as including references to a purchase of the beneficial interest in such Shares by the Trustee. 9.6 If a Participant has died, references in Rule 9.3 to the Participant shall be read as references to his Personal Representatives. 10. ERRORS AND OMISSIONS If in consequence of an error or omission:- 10.1 an Eligible Employee has not been given the opportunity to participate in the Plan on any occasion; or 10.2 the number of Shares appropriated to any Eligible Employee on any occasion is found to be incorrect; and such error or omission cannot be corrected within the relevant period specified in the Plan, the Company and the Trustee may do all such acts and things as may be agreed with H M Revenue & Customs to rectify such error or omission notwithstanding that such actions may not otherwise be in accordance with the rules of the Plan. 11. RELATIONSHIP WITH CONTRACT OF EMPLOYMENT 11.1 Neither the opportunity given to any person to participate in the Plan nor any award to any person of Free or Matching Shares shall form part of such person's entitlement to remuneration or benefits pursuant to his contract of employment. 11.2 Except as otherwise expressly provided in the Plan, the existence of a contract of employment between any person and any member or former member of the Group or any Associated Company shall not give such person any right or entitlement to participate in the Plan in any manner or any expectation that Shares might be awarded to such person. 11.3 The rights, entitlements and obligations under the terms of any contract of employment between any person and any member or former member of the Group or any Associated Company shall not be affected by such person's participation in the Plan. 11.4 Participation in the Plan shall not afford any person any rights or additional rights to compensation or damages in consequence of the loss or termination of such person's employment with any member or former member of the Group or any Associated Company for any reason whatsoever (whether or not such termination is ultimately held to be wrongful or unfair). 11.5 Neither the existence of this Plan nor the fact that Shares have been awarded to an individual on any occasion shall give such individual any right, entitlement or expectation that he has or will in future have any such right, entitlement or expectation to participate in this Plan by being awarded Shares on any other occasion. 11.6 The rights or opportunity granted to a Participant in relation to Plan Shares shall not give the Participant any rights or additional rights to compensation or damages in consequence of either:- 11.6.1 the Participant giving or receiving notice of termination of his office or employment ; or 11.6.2 the loss or termination of his office or employment with the Company or any present or past Subsidiary or Associated Company for any reason whatsoever, whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair. 11.7 A Participant shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to acquire or retain Plan Shares, or any interest in Plan Shares in consequence of:- 11.7.1 the Participant giving or receiving notice of termination of his office or employment (whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair); LMF/UKDP/UKM/92357982.1 8

 
11.7.2 the loss or termination of his office or employment with the Company or any present or past Subsidiary or Associated Company for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair); 11.7.3 the exercise (or non-exercise) by the Directors of any discretion in accordance with any Rule of this Plan, or for any other reason. 12. PROPER LAW The Plan shall be subject to the laws of England and Wales and the Company and the Trustee and all Participants shall submit to the exclusive jurisdiction of the Courts of England and Wales in relation to any matter concerning the Plan or the rights or entitlement of any person under the Plan. LMF/UKDP/UKM/92357982.1 9

 
PART B: PARTNERSHIP SHARES 13. ISSUE OF INVITATIONS TO ENTER INTO A PARTNERSHIP SHARE AGREEMENT 13.1 The Company may from time to time invite every Plan Employee to enter into a Partnership Share Agreement under which:- 13.1.1 such Employee agrees to one or more deductions being made from his Salary (before deduction of income tax and NICs under PAYE) for the acquisition of Shares on his behalf to be held in the Plan ("Partnership Shares"); and 13.1.2 the Company undertakes to arrange for Partnership Shares to be acquired by the Trustee on behalf of such person in accordance with the Plan. 13.2 If the terms of such Partnership Share Agreement (as is mentioned in Rule 13.1) do not differ materially from the terms of any subsisting Partnership Share Agreement, then no such invitation need be issued to any Plan Employee who is already party to such a subsisting Partnership Share Agreement. 13.3 If the terms of such Partnership Share Agreement (as is mentioned in Rule 13.1) differ in any material respect from the terms of any subsisting Partnership Share Agreement , then the Company shall on that occasion invite each of those Plan Employees who is already party to a subsisting Partnership Share Agreement either:- 13.3.1 to give notice of withdrawal from such subsisting Partnership Share Agreement (as mentioned in Rule 29) and enter into a fresh Partnership Share Agreement; or 13.3.2 if the difference relates only to an increase in the maximum amount of deductions from Salary specified by the Directors (as mentioned in Rule 17), to vary the amount of the deductions authorised to be made under such subsisting Partnership Share Agreement (as mentioned in Rule 18). 14. ENTRY INTO A PARTNERSHIP SHARE AGREEMENT Each Plan Employee who wishes to enter into a Partnership Share Agreement in response to such an invitation shall, within the period of 14 days after such notice is given, or such further period as the Company may allow, complete and return to the Company (or such other person as the Company may direct) in such form as the Company may specify (which may be in writing or electronic form) a Partnership Share Agreement. 15. QUALIFYING PERIOD OF EMPLOYMENT 15.1 The Directors may determine that a Plan Employee shall be eligible to have Shares acquired by the Trustee on his behalf on any occasion only if he has, throughout such period as the Directors shall specify, held continuous employment with a Qualifying Company. 15.2 Any such Qualifying Period shall:- 15.2.1 if a Participant's deductions from Salary are to be accumulated as mentioned in Rule 23.4, be a period of not more than 6 months ending with the start of the Accumulation Period; 15.2.2 if not, be a period of not more than 18 months ending on the day on which the deduction is made from the Participant's Salary; and 15.2.3 be the same for all Plan Employees in relation to acquisitions of Shares on the same occasion. LMF/UKDP/UKM/92357982.1 10

 
16. AUTHORITY TO MAKE DEDUCTIONS FROM SALARY A Partnership Share Agreement shall specify:- 16.1 the amount (or percentage of the amount of Salary from which such deduction is made) which the Plan Employee authorises to be deducted from his Salary each month; and 16.2 at what intervals such deductions shall be made. 17. INDIVIDUAL LIMIT ON DEDUCTIONS FROM SALARY 17.1 The amount deducted from a Participant's Salary in any Tax Year shall not exceed:- 17.1.1 10 per cent of the Participant's Salary for the Tax Year or, if such deductions are to be accumulated within successive Accumulation Periods, 10 per cent of the total of the Participant's Salary paid during the Accumulation Period; and 17.1.2 £1,500 or such other percentage or amount as is stated in Schedule 2 to be the maximum which may be so deducted. 17.2 Any amount deducted in excess of that allowed by Rule 17.1 shall be paid over to the Participant, subject to deduction of income tax and NICs under PAYE, as soon as is practicable. 17.3 The minimum amount to be deducted pursuant to a Partnership Share Agreement on any occasion shall:- 17.3.1 be determined by the Directors and specified in the Partnership Share Agreement; 17.3.2 be not greater than £10; and 17.3.3 be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. 18. VARIATION BY PARTICIPANTS OF AMOUNTS DEDUCTED A Participant may only be a party to one Partnership Share Agreement authorising one or more deductions from his Salary in any given month, but the Directors may from time to time, and subject to Rule 17.1 and the terms of the relevant Partnership Share Agreement, agree to any request by a Participant to vary the amount of the deductions authorised to be made. 19. TERM OF A PARTNERSHIP SHARE AGREEMENT The authority to make deductions from Salary granted by a Participant pursuant to a Partnership Share Agreement shall lapse upon the occurrence of any of the events specified in Rule 23.6 or, if earlier, upon the effective date of a Participant's withdrawal from a Partnership Share Agreement as mentioned in Rule 29. 20. NOTICE OF EFFECT OF DEDUCTIONS ON BENEFITS AND TAX CREDITS Every Partnership Share Agreement shall contain a notice under paragraph 48 of Schedule 2 containing information prescribed by regulations made by H M Revenue & Customs as to the possible effect of deductions on a Plan Employee's entitlement to social security benefits and tax credits. LMF/UKDP/UKM/92357982.1 11

 
21. NOTICE TO STOP DEDUCTIONS 21.1 A Participant may at any time give notice in writing to the Company directing the Company to procure that deductions being made from his Salary pursuant to a Partnership Share Agreement are stopped . 21.2 If a Participant has given a notice pursuant to Rule 21.1, he may (on one occasion only in any Accumulation Period) subsequently give notice in writing to the Company directing the Company to procure that deductions are again made pursuant to that Partnership Share Agreement. 21.3 Unless a Participant specifies a later date in any such notice, the Company shall procure that:- 21.3.1 within 30 days of receiving a notice given pursuant to Rule 21.1, no further deductions are so made; or 21.3.2 if a notice is given pursuant to Rule 21.2, the first deduction made thereafter shall be made not later than the date on which the first deduction is due to be made under the relevant Partnership Share Agreement more than 30 days after receipt of such notice. 21.4 A Participant may not make up any deduction that has been missed in consequence of having given any such notice. 22. PARTNERSHIP SHARE MONEY TO BE HELD BY THE TRUSTEE 22.1 Partnership Share Money shall be paid to the Trustee as soon as is practicable after it is deducted from a Participant's Salary. 22.2 The Trustee shall hold such monies on behalf of, and on trust for the benefit of, such Participant and shall apply such monies in acquiring Partnership Shares on the Participant's behalf. 22.3 A Participant's Partnership Share Money shall be deposited by the Trustee in an account with a Bank. 22.4 If such account pays interest, the Trustee shall account for such interest to the Participant. 22.5 Participants' Partnership Share Monies shall either:- 22.5.1 be applied by the Trustee in acquiring Shares on behalf of each Participant on the date set by the Trustee (which shall be the same date in relation to all Participants) being a date within 30 days after each deduction is made; or 22.5.2 be accumulated by the Trustee within each successive Accumulation Period (as mentioned in Rule 23) and be applied in acquiring Shares on behalf of each Participant on the date set by the Trustee (which shall be the same date in relation to all Participants), being a date within 30 days after the end of the relevant Accumulation Period. 23. ACCUMULATION PERIODS 23.1 If the Directors determine that the Plan is to be operated using an Accumulation Period instead of monthly purchase, the first Accumulation Period shall begin on the first date (after such determination has taken effect) on which the first deductions from Salary are made and successive Accumulation Periods shall each begin on the date on which the first deductions from Salary are made after the end of the last Accumulation Period. 23.2 Accumulation Periods relating to deductions from Salaries made pursuant to all Partnership Share Agreements entered into in response to invitations issued on the same occasion shall be of the same length. LMF/UKDP/UKM/92357982.1 12

 
23.3 Subject to Rule 23.2, successive Accumulation Periods may vary in length, but no Accumulation Period shall exceed 12 months. 23.4 A Participant's Partnership Share Money first deducted within a given Accumulation Period shall be accumulated by the Trustee with all other amounts of that Participant's Partnership Share Money deducted from Salary within that Accumulation Period. 23.5 If, after the end of an Accumulation Period, the Shares which would otherwise be acquired on behalf of Participants in accordance with Rule 22.5.2 would not then satisfy the requirements of Part 4 of Schedule 2 the Trustee shall, as soon as practicable, return to each Participant (subject to deduction of income tax and NICs under PAYE) all of the Partnership Share Money held on behalf of such Participant. 23.6 All subsisting Accumulation Periods shall immediately come to an end (and, except as provided by Rule 31.2, no new Accumulation Period shall thereafter begin):- 23.6.1 with effect from the date specified in a notice to terminate the operation of the Plan given in accordance with Rule 9.1; 23.6.2 if notice is given to shareholders of the Company of a resolution being proposed for the voluntary winding-up of the Company; 23.6.3 upon the commencement of a winding-up of the Company; 23.6.4 if a general offer is made to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; 23.6.5 if a general offer is made to acquire all the shares in the Company of the same class as the Shares; 23.6.6 if any person becomes entitled or bound to acquire shares in the Company under sections 974 to 991 of the Companies Act 2006; or 23.6.7 with effect from the date on which the Directors specify in a notice in writing given to all Participants pursuant to Rule 31.1. 23.7 If an Accumulation Period comes to an end pursuant to Rule 23.6, and if the Partnership Share Agreement so provides, the Trustee shall , as soon as practicable, pay to each Participant, subject to deduction of income tax and NICs under PAYE, the amount of that Participant's Partnership Share Money deducted from Salary in that Accumulation Period. 23.8 Where a Participant ceases to be in Relevant Employment during an Accumulation Period, any Partnership Share Money deducted in that Accumulation Period shall be paid over to him (subject to deduction of income tax and NICs under PAYE) as soon as practicable instead of being applied in purchasing Shares on his behalf. 24. CONNECTED SHARE INCENTIVE PLANS 24.1 An individual shall be entitled to have Shares acquired on his behalf pursuant to this Part B in any Tax Year, if in that Tax Year he has had shares awarded to him or acquired on his behalf (or would have had shares awarded to him but for his failure to meet any performance target set in relation to such award) under any connected Schedule 2 SIP PROVIDED THAT:- 24.1.1 an individual shall not be entitled to participate simultaneously in connected Schedule 2 SIPs; and 24.1.2 the limit on a Participant's contributions towards the purchase of Partnership Shares referred to in Rule 17.1 shall apply as if the Plan and the other connected Schedule 2 SIP(s) in which the individual participates in the same Tax Year were one plan. 24.2 For purposes of Rule 24.1 a Schedule 2 SIP is a "connected Schedule 2 SIP" if it is established by the Company or a Connected Company. LMF/UKDP/UKM/92357982.1 13

 
25. ACQUISITION OF PARTNERSHIP SHARES 25.1 Subject to Rule 25.2, the Trustee shall apply Participants' Partnership Share Money in acquiring Shares on the Acquisition Date and shall do so at a price per Share equal to the Market Value of a Share on that date. 25.2 If a Participant's deductions from Salary are to be accumulated as mentioned in Rule 23.4, the Trustee shall on each occasion on which a Participant's Partnership Share Money is applied in acquiring Shares, do so at a price per Share determined as specified in the applicable Partnership Agreement pursuant to paragraph 52 of Schedule 2, being any of the following:- 25.2.1 the lesser of the Market Value of a Share on the first day of the relevant Accumulation Period and the Market Value of a Share on the Acquisition Date; 25.2.2 the Market Value of a Share on the first day of the relevant Accumulation Period; or 25.2.3 the Market Value of a Share on the Acquisition Date. 25.3 If the application of Rules 25.1 and 25.2 would result in the acquisition of a fraction of a Share, the number of Shares actually acquired on that occasion shall be rounded down to the nearest whole number. 25.4 If a Participant, having entered into a Partnership Share Agreement , ceases to be in Relevant Employment at any time during the Acquisition Period in relation to an acquisition of Partnership Shares by the Trustee on his behalf , then he or she is to be treated, for the purposes of this Plan, as not ceasing to be in Relevant Employment until immediately after Partnership Shares have been acquired by the Trustee on his or her behalf pursuant to this Rule 25 so that:- 25.4.1 the Trustee shall apply the Participant's Partnership Share Money in acquiring Shares; but 25.4.2 such Partnership Shares are to be treated, immediately after such acquisition, as ceasing to be subject to the Plan. 26. SCALING BACK OF PARTNERSHIP SHARES 26.1 The Directors may determine and specify that the number of Shares which the Trustee acquires on behalf of a Participant on any occasion shall be restricted to such maximum number as the Directors shall notify to the Participant:- 26.1.1 before the deduction from Salary is made; or 26.1.2 if such deductions from Salary are to be accumulated as mentioned in Rule 23.4, before the beginning of the relevant Accumulation Period. 26.2 Each Participant's Partnership Share Agreement shall contain an undertaking by the Company to notify the Participant from time to time as appropriate of the maximum number of Shares which may be available to be acquired on behalf of Participants (in accordance with Rule 26.1). 26.3 If on any occasion the number of Shares which could otherwise be acquired with a Participant's Partnership Share Money is greater than the maximum number specified pursuant to Rule 26.1 (if any), then the number of Shares which the Trustee acquires on behalf of each Participant shall be reduced accordingly. LMF/UKDP/UKM/92357982.1 14

 
27. CARRY-FORWARD OF SURPLUS PARTNERSHIP SHARE MONEY If, after Partnership Share Money has been applied in the acquisition of Shares on any occasion, there remains a surplus of unused cash, such surplus may, if the Participant has so agreed in the Partners hip Share Agreement , be retained by the Trustee and added to the Partnership Share Money which is so applied on the next occasion on which Shares are acquired on behalf of the Participant but shall otherwise be returned to the Participant (subject to deduction of income tax and NICs under PAYE). 28. NOTIFICATION OF ACQUISITION OF PARTNERSHIP SHARES 28.1 As soon as practicable after any Partnership Shares have been acquired on behalf of a Participant, the Trustee shall notify the Participant of:- 28.1.1 the number of Shares so acquired; 28.1.2 the description of such Shares; 28.1.3 whether the Shares are subject to any Restrictions and, if so, the nature of these Restrictions; 28.1.4 the amount of Partnership Share Money applied by the Trustee in acquiring such Shares; 28.1.5 the price per Share at which such Shares were acquired and the basis upon which it was determined; and 28.1.6 the amount of any surplus Partnership Share Money being carried forward or to be returned to the Participant (as referred to in Rule 27). 29. WITHDRAWAL FROM A PARTNERSHIP SHARE AGREEMENT 29.1 A Participant may withdraw from a Partnership Share Agreement by giving notice in writing to the Company at any time and, unless the Participant specifies a later date in such notice, the Company shall procure that such withdrawal takes effect within 30 days of when such notice is received by the Company. 29.2 The Company may direct that, to be effective, any such notice must be given to such person (as agent for the Company) and in such form as the Company shall specify. 29.3 If a Participant withdraws from a Partnership Share Agreement with effect from any date, the Company shall procure that any Partnership Share Money which by that date has not been applied in the acquisition of Shares is paid to the Participant (subject to deduction of income tax and NICs under PAYE) as soon as is practicable after that date. 30. RETURN OF PARTNERSHIP SHARE MONEY UPON THE PLAN CEASING TO BE A SCHEDULE 2 SIP OR TERMINATION If at any time notice to terminate the Plan is issued pursuant to Rule 9, any Partnership Share Money held on behalf of a Participant shall be paid over to him as soon as is practicable after such notice of termination is given to the Trustee. If the Plan is not to be a schedule 2 SIP (as defined in Schedule 2) by virtue of paragraph 81H or 81I of Schedule 2, any Partnership Shares Money held on behalf of a Participant must be paid to him as soon as practicable after the Relevant Day (as defined in paragraph 56 of Schedule 2) (subject to deduction of income tax under PAYE and NICs). 31. SUSPENSION OF DEDUCTIONS FROM SALARY 31.1 The Directors may give notice to all Participants that, on and with effect from a date specified in the notice (being a date which is not earlier than the date on which such notice is given), no further deduct ions from Salary shall be made for the purposes of enabling Participants to acquire Partnership Shares and all existing Accumulation Periods shall come to an end SAVE THAT:- 31.1.1 such notice shall only be given if an event or events have occurred which cause the Directors acting fairly and reasonably to consider that such suspension is appropriate; LMF/UKDP/UKM/92357982.1 15

 
31.1.2 the notice shall specify the event or events which has or have caused the Directors to give such notice; and 31.1.3 no such notice shall have the effect of avoiding the obligation of the Company to apply a Participant's Partnership Share Money deducted from Salary before the date on which such notice has effect in acquiring Shares as mentioned in Rule 25.1. 31.2 If notice to suspend the operation of the Plan is given to all Participants as mentioned in Rule 31.1, then the Directors may at any time thereafter give notice to all Participants that on and with effect from a date specified in such notice (being a date which is not earlier than the date on which such notice is given) deductions from Salary will be resumed in accordance with each Participant's Partnership Share Agreement. 31.3 If deductions from Salary are resumed as mentioned in Rule 31.2 then, if a Participant's deductions from Salary are to be accumulated, a new Accumulation Period shall begin on the date on which the first deductions from Salary are then made. LMF/UKDP/UKM/92357982.1 16

 
PART C: MATCHING SHARES 32. ISSUE OF INVITATIONS TO ACCEPT AN AWARD OF MATCHING SHARES The Directors may invite all those Plan Employees on whose behalf it is expected that the Trustee will acquire Partnership Shares on any day, to accept an additional award of Matching Shares on that day in accordance with the provisions of this Part C of the Plan. 33. REQUIREMENTS FOR MATCHING SHARES Matching Shares must be:- 33.1 Shares of the same class and carrying the same rights as the Partnership Shares with which they are matched; 33.2 awarded on the same day as the Acquisition Date for the Partnership Shares with which they are matched ; and 33.3 awarded to all Participants on exactly the same basis. 34. LIMIT ON MATCHING SHARES 34.1 The number of Matching Shares to be awarded to a Participant on any occasion shall be a multiple of the number of Partnership Shares acquired on behalf of the Participant on that occasion. 34.2 Such multiple:- 34.2.1 shall not exceed 2; 34.2.2 shall be specified in the Partnership Share Agreement; and 34.2.3 may be varied by the Directors at any time before the corresponding Partnership Shares are acquired PROVIDED THAT all Participants are notified of any such variation before the corresponding Partnership Shares are acquired on their behalf . 35. CARRY-FORWARD OF UNMATCHED PARTNERSHIP SHARES If, on an Award Date, the Trustee does not then acquire on behalf of any given Participant a sufficient number of Partnership Shares to qualify that Participant for an award of a whole number of Matching Shares (whether in consequence of an insufficiency of Partnership Share Money or otherwise), the Trustee shall, on the next occasion on which Partnership Shares are acquired on behalf of that Participant , award to that Participant a number of Matching Shares calculated on the basis that the number of Partnership Shares acquired on that next occasion is increased by the number of Partnership Shares previously acquired on behalf of such Participant but which have not so far been counted in calculating the Participant's entitlement to any Matching Shares. 36. AGREEMENT TO ACCEPT AN AWARD OF MATCHING SHARES A Participant shall not be entitled to an award of Matching Shares on any occasion unless he has first agreed with the Company (by entering into a Partnership Share Agreement) to accept and be bound by the provisions of this Part C of the Plan. 37. HOLDING PERIOD FOR MATCHING SHARES 37.1 The Directors shall, in relation to Matching Shares , specify in the Partnership Share Agreement a Holding Period throughout which a Participant shall be bound (except as mentioned in Rule 37.3):- 37.1.1 for so long as the Participant remains in Relevant Employment, to permit his Matching Shares to remain in the hands of the Trustee; and 37.1.2 not to assign, charge or otherwise dispose of his beneficial interest in such Matching Shares. LMF/UKDP/UKM/92357982.1 17

 
37.2 The Holding Period shall be a period, of not less than 3, nor more than 5, years beginning with the Award Date, and shall be the same for all Participants in relation to Matching Shares awarded on any occasion. 37.3 A Participant's obligation to permit his Matching Shares to remain in the hands of the Trustee throughout the Holding Period (as mentioned in Rule 37.1) shall be subject to the following exceptions :- 37.3.1 the Trustee may at any time dispose of such a Participant's Plan Shares as may be necessary to realise sufficient monies to satisfy any obligation under PAYE as mentioned in Rule 70.1; and 37.3.2 a Participant may during the Holding Period direct the Trustee to deal with any of such Participant's Plan Shares as mentioned in Rule 65. 38. NOTIFICATION OF AWARD 38.1 As soon as practicable after any Matching Shares have been awarded by the Trustee, the Trustee shall notify each Participant to whom Matching Shares have been so awarded on that occasion of:- 38.1.1 the number of Shares awarded to him; 38.1.2 the description of such Shares; 38.1.3 whether the Shares are subject to any Restrictions and, if so, the nature of these Restrictions; 38.1.4 the Market Value of such Shares as at the Award Date; and 38.1.5 the date on which the Holding Period ends. 39. FORFEITURE OF MATCHING SHARES If a Participant's Partnership Share Agreement so provides, his Matching Shares shall be at risk of forfeiture as provided in Rule 61. LMF/UKDP/UKM/92357982.1 18

 
PART D: FREE SHARES 40. AWARD OF FREE SHARES The Trustee, acting with the prior consent of the Directors, may from time to time award Free Shares in accordance with this Part D of the Plan on any such day as the Trustee and the Company shall agree to every Eligible Employee. 41. CONNECTED SHARE INCENTIVE PLANS 41.1 An individual shall be entitled to be awarded Free Shares in any Tax Year if in that Tax Year he has participated in a connected Schedule 2 SIP (or would have participated and had shares awarded to him but for the failure to meet any performance target set in relation to such award) PROVIDED THAT:- 41.1.1 an individual shall not be entitled to participate simultaneously in connected Schedule 2 SIPs; and 41.1.2 the limit on a Participant's participation in Free Shares in Rule 48 shall apply as if the Plan and the other connected Schedule 2 SIP(s) in which the individual participates in the same Tax Year were one plan. 41.2 For the purposes of Rule 41.1, a Schedule 2 SIP is a "connected Schedule 2 SIP" if it is established by the Company or a Connected Company. 42. QUALIFYING PERIOD OF EMPLOYMENT 42.1 The Directors may determine that a Plan Employee shall be eligible to have Free Shares awarded to him on any such occasion only if he has, throughout such period ending on the Award Date as the Directors shall specify, held continuous employment with a Qualifying Company. 42.2 Any such Qualifying Period shall:- 42.2.1 be of not more than 18 months; and 42.2.2 be the same for all Plan Employees in relation to awards of Shares on the same occasion. 43. ISSUE OF INVITATIONS TO ACCEPT AN AWARD OF FREE SHARES 43.1 On any occasion on which the Trustee intends to award Free Shares, the Company shall invite every Plan Employee to participate in the Plan by:- 43.1.1 accepting an award of Free Shares (if or to the extent that such Plan Employee is then entitled pursuant to the rules of the Plan to an award of any Free Shares) on that and on any subsequent occasion on which any Free Shares are to be awarded ; and 43.1.2 permitting such Free Shares to remain in the hands of the Trustee as mentioned in Rule 53. 43.2 No such invitation need be issued to any Plan Employee who is already party to a subsisting Participation Agreement. 43.3 Each Plan Employee who wishes to accept any or all such awards of Free Shares shall within the period of 14 days after such notice is given, or such longer period as the Company shall allow, complete and return to the Company (or such other person as the Company may direct) in such form as the Company may specify (which may be in writing or in electronic form) a Participation Agreement. LMF/UKDP/UKM/92357982.1 19

 
44. PLAN EMPLOYEES' RIGHT NOT TO ACCEPT AN AWARD OF FREE SHARES 44.1 A Plan Employee may, by giving notice in writing to the Trustee before an Award Date, direct that Free Shares shall not be awarded to him on that, or on any later, Award Date. 44.2 Such a notice may be revoked by the Plan Employee concerned giving notice in writing to that effect to the Trustee. 45. NO MATCHING OF FREE SHARES An Eligible Employee's entitlement to any Free Shares shall not be made conditional upon such person holding or acquiring any other Shares. 46. TOTAL NUMBER OF FREE SHARES TO BE AWARDED The aggregate number of Free Shares to be awarded to all Eligible Employees on any occasion shall be determined by the Directors. 47. NUMBERS OF FREE SHARES TO BE AWARDED TO EACH ELIGIBLE EMPLOYEE The number of Free Shares to be awarded by the Trustee to each Eligible Employee on an Award Date shall be determined by the Directors in accordance with Rules 50 to 54. 48. LIMIT ON THE VALUE OF FREE SHARES AWARDED IN ANY TAX YEAR The Market Value as at the Award Date (or, if more than one, the respective Award Dates) of Free Shares awarded to a Participant in any Tax Year shall not exceed £3,000 or such other amount as is stated in Schedule 2 to be the maximum value of shares which may be so awarded. 49. ALLOCATION OF FREE SHARES BY REFERENCE TO PERFORMANCE 49.1 The Directors may stipulate that some or all of the Free Shares which may be awarded on any occasion shall be so awarded (if at all) by reference to performance (as mentioned below) over such period as the Directors shall determine. 49.2 A determination by reference to performance of the number of Shares (if any) to be awarded to each Eligible Employee on any Award Date shall be made only according to either of the two methods, Method One and Method Two, mentioned in Rules 50 and 51 or such other method or methods as may be permitted pursuant to Schedule 2 from time to time. 49.3 In this Part D, references to "performance" shall be taken as referring to the performance of each given Performance Unit determined by reference to such fair and objective measures of the performance of the Performance Units to which they are applied being measures based on business results or such other objective criteria as the Directors may determine. 49.4 The Company shall procure that:- 49.4.1 each Eligible Employee is notified of such performance measures and targets as will be used to determine the number of Shares awarded to him on any Award Date; and 49.4.2 all Plan Employees are notified, in general terms, of the performance measures and targets to be used to determine the number of Shares to be awarded to each Eligible Employee on such Award Date SAVE THAT there may be excluded from such notice any information the disclosure of which the Directors reasonably consider would prejudice commercial confidentiality. 49.5 Such notices shall be given as soon as reasonably practicable. 49.6 The Directors may, by giving notice in writing to Eligible Employees, vary or waive the terms of any performance measures or performance targets as will be used to determine the number of Shares awarded to such Eligible Employees on any Award Date PROVIDED THAT:- LMF/UKDP/UKM/92357982.1 20

 
49.6.1 in consequence of any such variation the revised performance targets are no more difficult to satisfy than would have been the performance targets had the variation not been made; 49.6.2 if different target levels of performance have been specified in relation to different Performance Units, the likelihood of each Performance Unit meeting the revised target set in relation to that Performance Unit must be no less than it would have been had the variation not been made; and 49.6.3 no such variation shall have effect unless an event has, or events have, occurred which cause the Directors , acting fairly and reasonably, to consider that a different condition would be a fairer measure of performance. 50. METHOD ONE 50.1 By this method:- 50.1.1 at least 20 per cent of the Shares awarded on a given Award Date are awarded otherwise than by reference to performance ; 50.1.2 the balance of the Shares awarded on that Award Date are so awarded by reference to performance; and 50.1.3 the highest number of Shares so awarded to any Eligible Employee as mentioned in Rule 50.1.2 above shall be not more than four times the highest number of Shares awarded on that Award Date otherwise than by reference to performance. 50.2 If Shares of different classes are to be awarded on any occasion , this Method One shall be applied separately in relation to each class. 51. METHOD TWO 51.1 By this method, the Directors may set any performance target in relation to each Performance Unit PROVIDED THAT:- 51.1.1 if the Directors specify different target levels of performance which must be achieved as a condition for the award of Shares to Eligible Employees in different Performance Units the targets set must, at the time they are set, be comparable in terms of the likelihood of each Performance Unit meeting the target set in relation to that Performance Unit; and 51.1.2 the number of Shares which, in consequence of the application of this Method Two, is available for award to Eligible Employees within a given Performance Unit, shall be divided amongst and awarded to such Eligible Employees on the same terms (as mentioned in Rule 52.2). 52. NON-PERFORMANCE RELATED FREE SHARES TO BE AWARDED ON BASIS OF SAME TERMS 52.1 If, or to the extent that, the number of Free Shares which are , or may be, awarded to Eligible Employees on any occasion is not determined by reference to performance, such Free Shares shall be allocated amongst and awarded (if at all) to all Eligible Employees on the same terms. 52.2 For these purposes "same terms" shall be taken as referring to:- 52.2.1 each Eligible Employee being eligible to participate in the Plan (by qualifying to receive an award of Shares) on any occasion on the same terms; and 52.2.2 a requirement that all those Eligible Employees who do participate actually do so on the same terms. LMF/UKDP/UKM/92357982.1 21

 
52.3 The requirement that Shares not allocated amongst and awarded to Eligible Employees by reference to performance are so allocated and awarded on the same terms shall not be infringed by the award of Shares by reference to an Eligible Employee's:- 52.3.1 remuneration; 52.3.2 length of service; and/or 52.3.3 hours worked PROVIDED THAT each of those factors gives rise to a separate entitlement directly proportional to the amount of remuneration, length of service or hours worked. 52.4 Such requirement shall be infringed if Shares are awarded by reference to factors other than remuneration, length of service or hours worked . 53. HOLDING PERIOD FOR FREE SHARES 53.1 The Directors shall, in relation to each Award Date, specify a Holding Period throughout which a Participant must be bound by contract with the Company (except as mentioned in Rule 53.3):- 53.1.1 for so long as the Participant remains in Relevant Employment, to permit his Free Shares to remain in the hands of the Trustee; and 53.1.2 not to assign, charge or otherwise dispose of his beneficial interest in such Free Shares . 53.2 The Holding Period must be a period of not less than 3 years nor more than 5 years, beginning with the Award Date and shall be the same in relation to all Free Shares awarded on any given Award Date. 53.3 A Participant's obligation to permit his Free Shares to remain in the hands of the Trustee throughout the Holding Period (as mentioned in Rule 53.1) shall be subject to the following exceptions:- 53.3.1 the Trustee may at any time dispose of such a Participant's Plan Shares as may be necessary to realise sufficient monies to satisfy any obligation under PAYE as mentioned in Rule 70.1; and 53.3.2 a Participant may during the Holding Period direct the Trustee to deal with any of such Participant's Plan Shares as mentioned in Rule 65. 54. NOTIFICATION OF AWARD 54.1 As soon as practicable after any Free Shares have been awarded by the Trustee, the Trustee shall notify each Participant to whom Free Shares have been so awarded on that occasion of :- 54.1.1 the number of Shares awarded to him; 54.1.2 the description of such Shares ; 54.1.3 whether the Shares are subject to any Restrictions and, if so, the nature of those Restrictions ; 54.1.4 the Market Value of such Shares as at the Award Date; and 54.1.5 the date on which the Holding Period ends. 55. FORFEITURE OF FREE SHARES If a Participant's Participation Agreement so provides, his Free Shares shall be at risk of forfeiture as provided in Rule 61. LMF/UKDP/UKM/92357982.1 22

 
PART E: PROVISIONS RELATING TO THE HOLDING OF PLAN SHARES 56. HOLDING OF PLAN SHARES 56.1 For so long as a Participant is in Relevant Employment, he may, subject to Rule 9 allow his Plan Shares to remain held in the Plan. 56.2 All Plan Shares shall be registered in the name of the Trustee. 56.3 Except as otherwise expressly provided by the rules of the Plan, the terms of a Partnership Share Agreement or a Participation Agreement or as required or permitted by the provisions of Schedule 2, Plan Shares of the same class shall not receive different treatment in any respect from the other Shares of that class. 56.4 The requirement of Rule 56.3 shall not be infringed by reason only that Shares which are newly issued receive, in respect of dividends payable with respect to a period beginning before the date on which they were issued, treatment less favourable than that accorded to Shares issued before that date. 56.5 Subject to Rule 67, cash dividends paid to the Trustee in respect of a Participant's Plan Shares shall be paid to the Participant as soon as is practicable and, when making such payment, the Trustee shall deliver to each such Participant a "tax certificate" within the meaning of sections 1104-1108 of CTA 2010. 57. VOLUNTARY WITHDRAWAL OF SHARES FROM THE PLAN 57.1 Except as provided by the terms of a Participation Agreement or a Partnership Share Agreement, a Participant may at any time withdraw any or all of his Plan Shares from the Plan, and may at any time after they have been awarded withdraw any or all of his Partnership Shares from the Plan, by:- 57.1.1 directing the Trustee in writing to transfer any or all of his Plan Shares to such Participant or to such other person as the Participant specifies; 57.1.2 assigning, charging or otherwise disposing of his beneficial interest in any of the Participant's Plan Shares; or 57.1.3 directing the Trustee to dispose of any or all of the Participant's Plan Shares and account (or hold itself ready to account) for the proceeds to the Participant or to another person. 58. AUTOMATIC WITHDRAWAL OF PLAN SHARES UPON CEASING TO BE IN RELEVANT EMPLOYMENT If a Participant ceases to be in Relevant Employment then, subject to Rules 25.4 or 61, his Plan Shares shall thereupon automatically be withdrawn from the Plan. 59. CONSEQUENCES OF WITHDRAWAL OF SHARES FROM THE PLAN 59.1 The provisions of this Rule 59 are subject to the provisions of Rule 70. 59.2 Whenever a Participant's Plan Shares are voluntarily or automatically withdrawn from the Plan pursuant to Rules 25.4, 57 or 58:- 59.2.1 the Trustee shall immediately cease to hold such Shares in the Plan and, if and for so long as the Trustee then retains any title to or interest in such Shares, the Trustee shall, subject to Rule 59.2.2, hold such title or interest on bare trust for the Participant otherwise than in the Plan; 59.2.2 the Trustee shall as soon as is practicable:- (a) if the Participant has so directed the Trustee in writing before the Shares cease to be held in the Plan, transfer the Shares to the Participant or to such other person as the Participant has specified; or (b) dispose of the Shares and account (or hold itself ready to account) for the proceeds (net of any amount of income tax and NICs due under PAYE, and LMF/UKDP/UKM/92357982.1 23

 
reasonable selling costs) to the Participant or to such other person as the Participant has specified. 59.3 Unless the Participant otherwise agrees, a disposal of Shares as mentioned in Rule 57.1.3 or 59.2.2(b) shall be for the best consideration which the Trustee is able to obtain at the time of such disposal. 59.4 References in this Rule 59 to a disposal of Shares shall be construed as including references to a purchase by the Trustee of the beneficial interest in such Shares. 59.5 If a Participant has died, references in Rule 59.2 to the Participant shall be read as references to his Personal Representatives. 60. NO LIABILITY FOR LOSS OCCASIONED BY DELAY In giving effect to any such direction as mentioned in Rules 57.1.1 and 59.2.2 neither the Trustee nor the Company shall be liable to the Participant (or any other person) for any loss occasioned by delay on the part of the Company or the Trustee in giving effect to such direction or procuring a sale or transfer of any of a Participant's Plan Shares (whether or not such delay is occasioned by the Company's obligations to comply with the requirements of the New York Stock Exchange or otherwise). 61. FORFEITURE OF FREE AND MATCHING SHARES 61.1 The following provisions of this Rule 61 shall apply in relation to a Participant's Free or Matching Shares only if the Participant's Participation Agreement or, as the case may be, the Participant's Partnership Share Agreement, pursuant to which such Free or Matching Shares were so awarded, so provides. 61.2 If, at any time within the period of 3 years (or such lesser period (if any) as the Directors may determine and notify to Participants at the time of an award of Free or Matching Shares) beginning with the Award Date in relation to any of a Participant's Free Shares or Matching Shares, the Participant ceases to hold Relevant Employment (otherwise than in any of the circumstances mentioned in Rule 61.3), then his beneficial interest in all of the Free and Matching Shares awarded to him upon that Award Date shall thereupon be transferred to and become vested in the Trustee for no consideration. 61.3 The circumstances referred to in Rule 61.2 are:- 61.3.1 injury or disability; 61.3.2 dismissal by reason of Redundancy; 61.3.3 a transfer to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply; 61.3.4 a change of Control or other circumstances ending the Associated Company status of 61.3.5 the company by which he is employed; 61.3.6 retirement; or 61.3.7 death. 61.4 If, at any time within the period of 3 years (or such lesser period (if any) as the Directors may determine and notify to Participants at the time of an award of Matching Shares) beginning with an Award Date in relation to any of a Participant's Matching Shares, the Participant withdraws from the Plan any of the Partnership Shares in respect of which such Matching Shares were so awarded to him on that Award Date, then his beneficial interest in those Matching Shares shall thereupon be transferred to and become vested in the Trustee for no consideration. 61.5 If, at any time within the period of 3 years (or such lesser period (if any) as the Directors may determine and notify to Participants at the time of an award of Free or Matching Shares) beginning with the Award Date in relation to any of a Participant's Free Shares or Matching Shares, any such Free Shares or Matching Shares are withdrawn from the Plan (otherwise than in consequence of the LMF/UKDP/UKM/92357982.1 24

 
Participant ceasing to hold Relevant Employment in any of the circumstances mentioned in Rule 61.3) then his beneficial interest in all of the Free and Matching Shares so withdrawn from the Plan shall thereupon be transferred to and become vested in the Trustee for no consideration . 61.6 The same provisions for forfeiture shall apply (if at all) in relation to all Free or Matching Shares awarded on the same occasion. 61.7 For the avoidance of doubt , Partnership Shares and Dividend Shares shall not be subject to any provisions for forfeiture. 62. PROVISIONS OF SHAREHOLDERS ' INFORMATION TO PARTICIPANTS The Company shall procure that copies of any or all such notices, circulars and other documents (except for proxy forms) sent to the holders of ordinary shares in the Company shall be sent to all Participants who have Shares held in the Plan. 63. VOTING RIGHTS ATTACHING TO PLAN SHARES 63.1 In relation to any matter on which the Trustee has a right or opportunity as a member of the Company to vote or to exercise any other rights, the Trustee may, but shall not be obliged to, seek irrevocable directions from each Participant as to the manner in which the Trustee should exercise such rights in respect of a Participant's Plan Shares. 63.2 The Trustee shall comply with such directions and if, before such time as may be specified in writing by the Trustee, the Trustee does not receive directions in respect of the exercise of voting or other rights attaching to any Plan Shares, then, except as otherwise provided in Rule the Trustee shall refrain from exercising any such rights. 63.3 The Trustee shall not be entitled to vote on a show of hands on a particular resolution in respect of Plan Shares held on behalf of Participants unless all directions received from those Participants who have given directions in respect of that resolution are identical. 63.4 The Trustee shall not be under any obligation to call for a poll, and in the event of any poll the Trustee shall in relation to Plan Shares vote only in accordance with the directions of Participants. 64. RIGHTS ISSUES 64.1 If the Company makes an offer or invitation conferring any rights upon its member s to acquire against payment additional shares, securities or rights in the Company, the Trustee shall allocate such rights, shares or securities amongst the Participants concerned in direct proportion to the number of Plan Shares respectively held by the Trustee on behalf of each Participant and, if such allocation shall give rise to a fraction of a share, security or right or a transferable unit the Trustee shall round down to the next whole unit and shall aggregate the fractions not so allocated and use best endeavours to sell any rights or units which are not so allocated and distribute the net proceeds of sale (after deducting any expenses of sale and any taxation which may be payable) proportionately amongst the Participants whose allocation was rounded down, provided that any sum of less than £3 otherwise distributable to a particular Participant may be retained by the Trustee. 64.2 If the Company makes an offer or invitation conferring any rights upon its members to acquire against payment additional shares, securities or rights of any description in the Company the Trustee shall comply with any direction from a Participant concerning the exercise or sale of any rights attributable to the Participant's Plan Shares (including any general direction given) PROVIDED THAT the Trustee shall not be required to exercise any such rights except to the extent that they have been provided with the full amount payable (if any) on such exercise either by the Participant concerned or, with his authority, out of the net proceeds of the sale, nil paid, of another part of the rights attributable to that Participant's Plan Shares . 64.3 If no such direction as is mentioned in Rule 64.2 is received at least 7 business days before the last day on which such rights may be exercised, the Trustee shall take no action in relation to such rights. 64.4 If a Participant so directs the Trustee at least 7 business days before the last day on which such rights may be exercised, the Trustee shall exercise a proportion of such rights by selling sufficient of the rights, nil paid, so that out of the net proceeds of sale, the balance of the rights may be exercised . LMF/UKDP/UKM/92357982.1 25

 
64.5 Any shares, securities or rights acquired by the Trustee on behalf of a Participant upon the exercise of such rights as are mentioned in Rule 64.2 and which are conferred in respect of all ordinary shares in the Company and are acquired in the manner mentioned in Rule 64.4 shall, for the purposes of this Part E, be held by the Trustee as Plan Shares and be deemed to have been awarded to, or acquired by the Trustee on behalf of, the Participant in the same way and at the same time as were the Participant's Plan Shares in respect of which such rights were conferred. 64.6 Subject to Rule 64.5, any shares or other securities or rights acquired by the Trustee on behalf of a Participant in any of the circumstances mentioned in Rules 64.1 or 64.2 (otherwise than any new securities allotted by the Company by way of capitalisation issue to the Trustee in respect of a Participant's Plan Shares) shall not be held in the Plan and shall not form part of that Participant's Plan Shares, but shall be held by the Trustee as bare trustee for the Participant subject to the provisions of Rule 59.2.2 to be read and construed as if references to "Shares" were references to such shares , other securities or rights. 65. HOLDING PERIOD : FREEDOM TO AUTHORISE TRUSTEE TO ACCEPT A GENERAL OFFER ETC 65.1 A Participant may during the Holding Period direct the Trustee to:- 65.1.1 accept an offer for any of his Free or Matching Shares (referred to in this Rule 65.1.1 as the "Original Shares") if the acceptance or agreement will result in a new holding being equated with the Original Shares for the purposes of capital gains tax; 65.1.2 accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for his Free or Matching Shares if the offer forms part of such a general offer as is mentioned in Rule 65.1.3 below; 65.1.3 accept an offer of cash, with or without other assets, for his Free or Matching Shares if the offer forms part of a general offer which is made to holders of shares of the same class as his or of shares in the same company and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of that company, within the meaning of section 449 of the CTA 2010; or 65.1.4 agree to a transaction affecting his Free or Matching Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise , arrangement or scheme applicable to or affecting:- (a) all of the ordinary share capital of the Company or , as the case may be, all the shares of the class in question; or (b) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a Schedule 2 SIP; or (c) if in the case of a takeover offer (as defined in section 974 CA 2006) there arises a right under section 983 CA 2006 to require the offeror to acquire the Participant's Free or Matching Shares, or such of them as are of a particular class, to exercise that right. 66. COMPANY RECONSTRUCTIONS 66.1 The provisions of this Rule 66 apply if, in relation to any of a Participant's Plan Shares (the "Original Holding") there is a transaction:- 66.1.1 which results in a new holding (the "New Holding") being equated with the Original Holding for the purposes of capital gains tax; or 66.1.2 that would have that result but for the fact that what would be the New Holding consists of or includes a Qualifying Corporate Bond Such a transaction is referred to in this Rule 66 as a "Company Reconstruction". LMF/UKDP/UKM/92357982.1 26

 
66.2 If an issue of shares of any of the following descriptions (in respect of which a charge to income tax arises) is made as part of a Company Reconstruction, such shares shall not form part of the New Holding:- 66.2.1 redeemable shares or securities issued as mentioned in section 1000C of the CTA 2010; 66.2.2 share capital issued in circumstances such that section 1022 of the CTA 20 10 applies ; or 66.2.3 share capital to which section 1049 of the CTA 2010 applies. 66.3 Subject to the following provisions of this Rule 66, references in this Plan to a Participant's Plan Shares or, as the case may be, a Participant's Partnership Shares or a Participant's Free Shares or a Participant's Matching Shares or a Participant's Dividend Shares shall be respectively construed, after the time of the Company Reconstruction, as being or, as the case may be, as including references to any shares comprised in the New Holding (the "New Shares"). 66.4 For the purposes of this Plan:- 66.4.1 a Company Reconstruction shall be treated as not involving a disposal of shares comprised in the Original Holding; and 66.4.2 the date on which any New Shares are to be treated as having been awarded to or acquired on behalf of the Participant shall be that on which the corresponding Shares comprised in the Original Holding were so awarded or acquired. 66.5 In the context of a New Holding, any reference in this Rule 66 to shares includes securities and rights of any description which form part of the New Holding for the purposes of Chapter II of Part IV of the Taxation of Chargeable Gains Act 1992. 67. REINVESTMENT OF CASH DIVIDENDS IN PLAN SHARES 67.1 The Directors may at any time determine and notify all Participants that, with effect from such date as they shall specify:- 67.1.1 cash dividends paid to the Trustee in respect of every Participant's Plan Shares shall, subject to Rule 67.4, be applied by the Trustee in acquiring further Shares on behalf of each such Participant; 67.1.2 if a Participant so elects in writing, cash dividends paid to the Trustee more than 30 days (or such shorter period as the Trustee may specify) after the Trustee has received such request shall, subject to Rule 67.4, be applied by the Trustee in acquiring further Plan Shares on behalf of each such Participant on the date set by the Trustee (which shall be the same date in relation to all Participants) being a date within 30 days after the dividends are received by the Trustee; or 67.1.3 (whether or not any Participant has made such an election), all cash dividends paid to the Trustee in respect of every Participant's Plan Shares shall, with effect from 30 days (or such shorter period as the Trustee may specify) after the date of such notice, be paid by the Trustee to each such Participant in cash. 67.2 A Participant who has made an election as mentioned in Rule 67.1.2 above may at any time thereafter give notice in writing to the Trustee revoking that election and the Trustee shall give effect to such revocation (so that all cash dividends paid to the Trustee in respect of that Participant's Plan Shares shall thereafter be paid by the Trustee to the Participant in cash) as soon as practicable after such notice has been received . 67.3 Any such election as mentioned in Rule 67.1.2, and any such notice of revocation as mentioned in Rule 67.2, shall relate to all, and not some only, of a Participant's Plan Shares. 67.4 Unless the Directors determine and specify otherwise on any occasion, the Trustee shall apply all the cash dividends received and held on a Participant's behalf in acquiring shares on behalf of that Participant. If, on any occasion, the Directors decide to specify a different amount for the Trustee to so apply, their decision shall set out either the specific amount (as a limit, percentage or otherwise) or how that amount is to be determined. LMF/UKDP/UKM/92357982.1 27

 
67.5 The Shares which are so acquired on behalf of a Participant using cash dividends paid to the Trustee in respect of a Participant's Plan Shares:- 67.5.1 shall be Shares of the same class and carry the same rights as the Shares in respect of which the dividend is paid; and 67.5.2 shall be held by the Trustee on behalf of the Participant upon and subject to the provisions of this Part E of the Plan. 67.6 The number of Shares so acquired on behalf of each Participant shall be a whole number determined by dividing the amount to be so applied (plus any amount brought forward as mentioned in Rule 67.7) by the Market Value of a Share on the Acquisition Date. 67.7 Any cash balance remaining shall be retained and carried forward by the Trustee and added to the amount so applied on the next occasion SAVE THAT:- 67.7.1 any amount of cash dividend so carried forward shall be separately identified by the Trustee; and 67.7.2 upon the Participant ceasing to hold Relevant Employment or the Directors giving notice under Rule 9 to terminate the Plan such sum shall as soon as practicable be paid over to the Participant. 67.8 In exercising its powers in relation to the acquisition of Dividend Shares, the Trustee shall treat Participants fairly and equally. 68. HOLDING PERIOD FOR DIVIDEND SHARES 68.1 Except as mentioned in Rule 68.2, a Participant shall be bound by his Participation Agreement or Partnership Share Agreement , as the case may be:- 68.1.1 for so long as the Participant remains in Relevant Employment to permit his Dividend Shares to remain in the hands of the Trustee ; and 68.1.2 not to assign, charge or otherwise dispose of his beneficial interest in such Dividend Shares for a period of 3 years beginning with the date on which such Shares are acquired on behalf of the Participant. 68.2 A Participant's obligation to permit his Dividend Shares to remain in the hands of the Trustee throughout the Holding Period shall be subject to the following exceptions:- 68.2.1 the Trustee may at any time dispose of such a Participant's Plan Shares as may be necessary to realise sufficient monies to satisfy any obligation under PAYE as mentioned in Rule 70.1; and 68.2.2 a Participant may during the Holding Period direct the Trustee to deal with any of such Participant's Plan Shares as mentioned in Rule 65 (read and construed as if references in that rule to Free and Matching Shares included references to Dividend Shares). 69. NOTIFICATION OF ACQUISITION OF DIVIDEND SHARES 69.1 As soon as practicable after any Dividend Shares have been acquired on behalf of a Participant, the Trustee shall notify the Participant of:- 69.1.1 the number of Shares so acquired; 69.1.2 the description of such Shares; 69.1.3 the Market Value of such Shares as at the Acquisition Date; 69.1.4 the date on which the Holding Period ends; and LMF/UKDP/UKM/92357982.1 28

 
69.1.5 the amount of any surplus cash dividends being carried forward. 70. PAYE 70.1 If, in consequence of any of a Participant's Plan Shares ceasing to be held in the Plan, the Participant is chargeable to income tax in accordance with Chapter 6 of Part 7 of ITEPA and an obligation to make a deduction required under PAYE arises in respect of that charge then:- 70.1.1 unless within 14 days of the date on which the Shares in question cease to be so held (or, if earlier, the date on which the Trustee receives notice of such withdrawal) the Participant pays to the Trustee sufficient money to enable such obligation to be discharged, the Trustee may retain and dispose of any of the Shares so ceasing to be held in the Plan or any of the Participant's remaining Plan Shares (if any) as shall be necessary to raise sufficient funds (after deduction of expenses and commissions) to discharge such obligation; and 70.1.2 subject to Rule 70.5, the Trustee shall pay to the Participant's Employer Company a sum which is sufficient to enable the Participant's Employer Company to discharge that obligation. 70.2 If on any occasion the Trustee receives a sum of money which constitutes (or forms part of) a Capital Receipt in respect of which a Participant is chargeable to income tax under Chapter 6 of Part 7 of ITEPA, the Trustee shall, subject to Rule 70.6, pay out of that sum of money to the Participant 's Employer Company an amount equal to that on which income tax is so payable and the Participant's Employer Company shall pay over that amount to the Participant subject to deduction of income tax and NICs under PAYE. 70.3 If a Participant disposes of his beneficial interest in any Plan Shares to the Trustee, and the Trustee is deemed for the purposes of Schedule 2 to have disposed of such Shares for any consideration, the Trustee shall, for the purposes of Rule 70.2, be deemed to have received such consideration as the proceeds of disposal of the Participant's Plan Shares. 70.4 For the purposes of this Rule 70 "Participant's Employer Company" means a company:- 70.4.1 of which the Participant is an employee at the time when the Participant's Plan Shares cease to be held in the Plan (as mentioned in Rule 70.1) or when the Trustee receives or is deemed to receive the sum of money referred to in Rule 70.2; and 70.4.2 to whom PAYE then applies. 70.5 If, in consequence of any of a Participant's Plan Shares ceasing to be held in the Plan, a Participant is chargeable to income tax in accordance with Chapter 6 of Part 7 of ITEPA and either :- 70.5.1 there is no Participant's Employer Company; or 70.5.2 H M Revenue & Customs are of the opinion that it is impracticable for the Participant's Employer Company to make a deduction of income tax under PAYE and so direct then the Trustee shall account for income tax under PAYE in respect of an amount equal to that on which income tax is payable as if the Participant were a former employee of the Trustee. 70.6 If the Trustee receives a sum of money as mentioned in Rule 70.2 and either:- 70.6.1 there is no Participant's Employer Company; or 70.6.2 H M Revenue & Customs are of the opinion that it is impracticable for the Participant's Employer Company to make a deduction of income tax under PAYE and so direct then in paying over to the Participant the Capital Receipt, the Trustee shall make a deduction of income tax under PAYE in respect of an amount equal to that on which income tax is payable as mentioned in Rule 70.2, as if the Participant were a former employee of the Trustee. 70.7 The reference in Rule 70.1 to a disposal of Shares shall be construed as including a reference to a purchase by the Trustee of the beneficial interest in such Shares. LMF/UKDP/UKM/92357982.1 29

 
PART F: GLOSSARY 71. DEFINITIONS The following words and expressions shall, where they are used in the Plan, have the following meanings:- "Accumulation Period" If applicable, in relation to Partnership Shares, the period During which a Participant's Partnership Share Money is accumulated by the Trustee pending the acquisition of Partnership Shares or its repayment to such person "Acquisition Date" in relation to an acquisition of Partnership Shares, the date mentioned in Rule 22.5 and, in relation to Dividend Shares, the date mentioned in Rule 67.1.2 "Acquisition Period" means, for the purposes of Rule 25.4 and in relation to an acquisition of Partnership Shares by the Trustee on behalf of a Participant:- (a) if there was no Accumulation Period, the period beginning with the deduction of the Partnership Share Money and ending with the Acquisition Date; and (b) if there was an Accumulation Period, the period beginning with the end of that period and ending immediately before the Acquisition Date "Administrator" such person as is from time to time appointed by the Trustee with the approval of the Company to administer the Plan and to whom the Trustee has delegated the necessary administrative powers pursuant to Clause 5.21 of the Deed "Articles of Association" the articles of association of the Company "Associated Company" has the meaning given in paragraph 94 of Schedule 2 "Award Date" in relation to Free Shares or Matching Shares, the date on which such Shares are awarded "Bank" a person who falls within section 991(2)(b) of the Income Tax Act 2007; a building society within the meaning of the Building Societies Act 1986; or a European Economic Area firm of the kind mentioned in paragraph 5 of Schedule 3 to the Financial Services and Markets Act 2000 which has permission under paragraph 15 of that schedule (as a result of qualifying for authorisation under paragraph 12(1) of that schedule) to accept deposits "Benefits Code" as defined in section 63 of ITEPA "Capital Receipt" has the same meaning as in section 502 of ITEPA "Company" Luxfer Holdings PLC (registered number 03690830) "Connected Company" has the meaning given in paragraph 18(3) of Schedule 2 "Control" has the same meaning as in section 719 of ITEPA "CTA 2010" means the Corporation Tax Act 2010 "Dealing Day" a day on which the New York Stock Exchange is open for business "Deed" the trust deed of the Plan Trust LMF/UKDP/UKM/92357982.1 30

 
"Directors" the board of directors of the Company or a duly-authorised committee of such directors "Dividend Shares" Shares acquired by the Trustee on behalf of a Participant using dividends paid in respect of such Participant's Plan Shares and which are held in the Plan "Eligible Employee" in relation to an acquisition of Shares pursuant to Part B, or an award of Shares under Parts C or D, on any occasion , a Plan Employee who satisfies all of the relevant conditions for participating in the Plan mentioned in Rule 7.1 "Financial Year" a financial year of the Company "Free Shares" Shares awarded to an Eligible Employee in accordance with Part D of the Plan and which are held in the Plan "Group" the Company and each and every company which is for the time being controlled by the Company and is also a Subsidiary "Holding Period" in relation to a Participant's Matching Shares and Free Shares, the periods specified by the Directors as respectively mentioned in Rules 37 and 53 and, in relation to Dividend Shares, the period of three years mentioned in Rule 68 "ITEPA" means the Income Tax (Earnings and Pensions) Act 2003 "Key Feature" means a feature of this Plan if it relates to a provision that is necessary in order to meet the requirements of Schedule 2 "Market Value" in relation to a Share on a given date:- (a) if all the Shares to be acquired or awarded on a particular occasion are purchased by the Trustee on a Recognised Exchange over 5 or fewer consecutive Dealing Days ending either on the Award Date or Acquisition Date as appropriate or the Dealing Day immediately preceding the Award Date or Acquisition Date as appropriate, the average purchase price of those Shares; or if all the Shares are not so purchased , either (b) if shares in the Company of the same class as the Shares are then listed on a Recognised Exchange, the average of the middle market quotations of a Share for the 5 immediately preceding Dealing Days; or (c) in any other case, the market value of a Share on the Award Date or Acquisition Date (as appropriate) (or on such earlier date or dates as may be agreed in advance in writing with H M Revenue & Customs Shares and Assets Valuation) determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with H M Revenue & Customs, PROVIDED THAT if Shares are subject to any Restriction, they are to be determined as if they were not subject to the Restriction for the purposes of calculating the Market Value Shares awarded to an Eligible Employee as mentioned in Part C and which are held in the Plan "Matching Shares" "New Shares" has the meaning given in Rule 66.3 LMF/UKDP/UKM/92357982.1 31

 
"NICs" National Insurance contributions "Non-Qualifying Salary" any particular description of earnings, paid to Eligible Employees , which is determined by the Directors not to be Salary for the purposes of Rule 17.1, pursuant to paragraph 4A(b) of Schedule 2 "Participant" a person who has been awarded Shares or on whose behalf Shares have been acquired, which are for the time being held in the Plan "Participant's Employer has the meaning given in Rule 70.4 Company" "Participating a company which is a member of the Group in relation to which the Company" Directors have resolved that the employees of such company may, if so permitted by the rules of the Plan, be eligible to participate in this Plan "Participation a contract between the Company and a Plan Employee in a form Agreement" determined by the Directors from time to time and which complies with Schedule 2 "Partnership Shares" Shares acquired by the Trustee on behalf of an Eligible Employee using Partnership Share Money and which are held in the Plan "Partnership Share a contract between the Company and a Plan Employee in a form Agreement" determined by the Directors from time to time and which conforms with the requirements of Rule 13.1 and complies with Schedule 2 "Partnership Share money deducted from a Participant's Salary pursuant to a Partnership Money" Share Agreement and held by the Trustee pending the acquisition of Partnership Shares or its repayment to such person "PAYE" the rules and regulations governing the obligation of an employer or other person to account for:- (a) income tax as mentioned in Part 11 of ITEPA or regulations made under Section 684 of ITEPA; and (b) NICs "Performance Unit" in relation to the allocation and award of Free Shares by reference to performance, any one or more of:- (a) the Group; (b) a Participating Company; or (c) any business or part of a business of a Participating Company or any one Plan Employee or group of two or more Plan Employees as shall be specified by the Directors PROVIDED THAT no Employee shall be a member of more than one such group "Personal in relation to a Participant, the legal personal representatives of the Representatives" Participant (being either the executors of his will or if he dies intestate the duly appointed administrator(s) of his estate) who have provided to the Directors evidence of their appointment as such "Plan" the Luxfer Share Incentive Plan as approved by H M Revenue & Customs as amended from time to time in accordance with Rule 8 "Plan Employee" an employee of a Participating Company who:- LMF/UKDP/UKM/92357982.1 32

 
(a) is a UK resident taxpayer as defined in paragraph 8(2) of Schedule 2; or (b) has been nominated by the Directors "Plan Shares" Free and Matching Shares which have been awarded to an Eligible Employee and Partnership Shares which have been acquired by the Trustee on behalf of an Eligible Employee and Dividend Shares which have been acquired by the Trustee on behalf of a Participant and any Shares acquired as mentioned in Rules 64.5 and 66.3 but subject to Rule 64.6 "Plan Trust" the trust established by the Company by the execution of the Deed (a pro-forma of which is set out in Part G) for use in conjunction with this Plan for the purpose, amongst other matters, of holding on behalf of Participants legal title to Plan Shares "Qualifying Company" in relation to a Qualifying Period:- (a) a company that is a Participating Company at the end of the Qualifying Period; (b) a company that, when the individual concerned was employed by it, was a Participating Company ; or (c) a company that, when the individual concerned was employed by it, was an Associated Company of either:- (i) any such company as is mentioned in (a) or (b) above; or (ii) another company which is itself a Qualifying Company "Qualifying Corporate has the meaning given by section 117 of the Taxation of Chargeable Bond" Gains Act 1992 "Qualifying Period" in relation to an individual's eligibility to acquire Partnership Shares or be awarded Free Shares on any occasion , such period (if any) as is specified by the Directors pursuant to paragraph 16 of Schedule 2 and throughout which the individual must at all times have been an employee of a Qualifying Company "Recognised Exchange" means a recognised stock exchange as defined in section 1005 of the Income Tax Act 2007 "Redundancy" has the same meaning as in the Employment Rights Act 1996 "Relevant Employment" employment by the Company or any Associated Company "Restriction" has the same meaning as in paragraph 99(4) of the Schedule "Salary" in relation to a Plan Employee, means such of the earnings of the employment by reference to which he is eligible to participate in the Plan as are liable to be paid under deduction of tax under PAYE after deducting any amounts included by virtue of the Benefits Code or as would be so liable apart from the SIP Code or which would be if that individual were within the scope of the charge to income tax under Part 2 of ITEPA SAVE THAT for the purposes of Rule 17.1, no account shall be taken, in determining the amount of a Participant's Salary in any tax year, of any amount of Non-Qualifying Salary paid to such Participant "Schedule 2" Schedule 2 to ITEPA LMF/UKDP/UKM/92357982.1 33

 
"Schedule 2 SIP" a share plan that meets the requirements of Schedule 2 "Shares" ordinary shares in the capital of the Company (or, following a Company Reconstruction as mentioned in Rule 66, shares issued in respect of, or which otherwise represent such first-mentioned shares) which, except in the circumstances mentioned in paragraphs 86(4) and 88 of Schedule 2, satisfy the requirements of paragraphs 25 to 29 of Schedule 2 "SIP Code" has the meaning given in section 488(3) of ITEPA "Subsidiary" a subsidiary (within the meaning given in section 1159 of the Companies Act 2006) of the Company "Tax Year" a year ending 5 April "Trustee" the trustee or trustees for the time being of the Plan Trust 72. INTERPRETATION OF THE PLAN 72.1 Words and expressions used in the Plan but not defined in this Part F have the same meanings given in, or which they bear for the purposes of, the SIP Code. 72.2 References to the provisions of any Act shall include any statutory consolidation, modification, amendment or re-enactment , or any subordinate legislation made under it for the time being in force. 72.3 Words denoting the singular shall include the plural and vice versa. 72.4 References to an "award" of Shares shall be construed as references to the transfer of the beneficial interest in such Shares (and related expressions shall be construed accordingly). 72.5 References to Shares or to any interest in Shares being "held in the Plan" shall be construed as references to the legal title to such Shares being held by the Trustee, subject to and in accordance with the rules of this Plan (and related expressions shall be construed accordingly). 72.6 References in relation to a Participant to "participation in the Plan" and related expressions shall be construed as references to participation by being a party to either (or both) a Partnership Share Agreement or a Participation Agreement or by reason of any Shares then being held in the Plan on behalf of such Participant. 72.7 References to rules are to the rules set out in this Plan as amended from time to time in accordance with Rule 8. 72.8 References to the "forfeiture" of Free Shares or Matching Shares shall be construed as references to the transfer by a Participant to the Trustee of all of his interest in such Participant's Free or Matching Shares as mentioned in Rule 61 (and related expressions shall be construed accordingly). 72.9 A Participant shall not be treated for the purposes of this Plan as ceasing to be in Relevant Employment if he remains in the employment of the Company or any company which, in relation to the Company, is an Associated Company. LMF/UKDP/UKM/92357982.1 34

 
PART G: PLAN TRUST DEED THIS TRUST DEED is made on [20 December] 2013 BETWEEN:- (1) LUXFER HOLDINGS PLC (registered in England number 03690830) whose registered office is at Lumns Lane, Manchester, M27 8LN (the "Company"); and (2) COMPUTERSHARE TRUSTEES LIMITED (registered in England Number 03661515) whose registered office is at The Pavilions, Bridgwater Road, Bristol, BS13 8AE(the "Original Trustee"). WHEREAS:- (A) The parties intend, by the execution of this Deed, to establish an employees' share scheme, the terms of which comply both with the requirements of section 1166 of the Companies Act 2006 and Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003, to facilitate the acquisition and holding of shares by and for the benefit of employees of the Company and of subsidiaries of the Company pursuant to The Luxfer Share Incentive Plan (the "Plan"). (B) The Company has paid to the Original Trustee by way of gift the sum of £10, the receipt of which the Original Trustee acknowledges. (C) The Original Trustee has agreed to act as the first trustee of this Trust. (D) This Trust shall unless and until the Trustee otherwise determines, be known as The Luxfer SIP Trust. IT IS AGREED as follows :- 1. INTERPRETATION 1.1 The following words and expressions shall, where they are used in this Deed, have the following meanings:- "Beneficiary" a bona fide employee or former employee of any member of the Group "Charity" any company, trust, association or other body of persons established or charitable purposes only "Deed" the provisions of this trust deed as varied or added to from time to time pursuant to and in accordance with Clause 15 "Employees' Share Scheme" has the meaning given in section 1166 of the Companies Act 2006 "Foreign Cash Dividend" means a cash dividend paid in respect of Plan Shares in a company not resident in the United Kingdom "Takeover Offer" has the meaning given in section 974 of the Companies Act 2006 "Trust" the Employee's Share Scheme constituted by this Deed which shall be known as the Luxfer SIP Trust "Trustee" the Original Trustee or other trustee or trustees for the time being of this Trust "Trust Fund" (a) the initial sum of £10 paid to the Original Trustee; (b) all property, other than any Participant's Partnership Share Money, transferred to the Trustee to hold on the terms of this Trust , including any accumulation LMF/UKDP/UKM/92357982.1 35

 
of income of such property; and (c) all property from time to time representing the above "Trust Period" means the period beginning with the date hereof and ending upon the first to happen of the following namely:- (a) the expiry of the period of one hundred and twenty five years beginning with the date of this Deed; or (b) such date as the Trustee (acting with the prior written consent of the Company) shall by deed declare to be the end of the Trust Period (not being a date earlier than the date of such deed) "Trust Property" any property comprised in the Trust Fund All other terms used in this Deed which are defined in Part F (Glossary) to the Plan shall bear the same meanings as in that Glossary. 1.2 For the purposes of the interpretation of this Deed:- 1.2.1 words denoting the singular shall include the plural and vice versa; 1.2.2 words denoting the masculine gender shall include the feminine gender; 1.2.3 no account shall be taken of the clause headings which have been inserted for ease of reference only; 1.2.4 references to any statutory provision shall be read and construed as references to such provision as amended or re-enacted from time to time; and 1.2.5 references to clauses are to be read and construed as references to clauses of this Deed unless otherwise stated. 2. PRINCIPAL TRUSTS 2.1 The Trustee shall during the Trust Period hold the capital and income of the Trust Fund UPON TRUST:- 2.1.1 for so long as the Plan remains a Schedule 2 SIP and is not terminated pursuant to Rule 9 of the Plan, for the benefit of Beneficiaries but shall deal with the same only in accordance with the provisions of Clauses 4 and 5; and 2.1.2 subject to Clause 2.1.1 above, for all or such one or more exclusively of the other or others of the Beneficiaries at such age or time or respective ages or times and if more than one in such shares and either absolutely or for such period or respective periods and with such gifts over and upon such trusts (including discretionary trusts) and with or subject to such powers or provisions (whether dispositive or administrative at the discretion of the Trustee or of any one or more of the Beneficiaries or of any other person or persons) and generally in such manner in all respects for the benefit of all or any one or more of the Beneficiaries as the Trustee may at any time or times during the Trust Period by deed or deeds revocable or irrevocable in their discretion appoint PROVIDED THAT no exercise of the power conferred by this Clause 2.1.2 shall invalidate any prior payment or application of either the capital or income of the Trust Fund or affect any part of the Trust Fund to which any person has become indefeasibly entitled. 2.2 In default of and subject to any appointment made under Clause 2.1, and subject to the provisions of Clause 5, the following trusts shall apply to the capital and income of the Trust Fund:- 2.2.1 the Trustee may accumulate the whole or part of the income of the Trust Fund during the Trust Period as an addition to the capital of the Trust Fund and as one fund with such LMF/UKDP/UKM/92357982.1 36

 
capital for all purposes but the Trustee may apply such Trust Property as if it were income arising in the then current year ; 2.2.2 subject to Clause 5.2, the Trustee shall pay or apply the income of the Trust Fund to or for the benefit of any one or more of the Beneficiaries and if more than one in such proportions and in such manner in all respects as the Trustee shall in its absolute discretion think fit; 2.2.3 the Trustee may at any time or times during the Trust Period realise the whole or any part or parts of the Trust Fund and may pay the same to or apply the same for the benefit of any one or more of the Beneficiaries in such manner as the Trustee shall in its absolute discretion think fit; and 2.2.4 subject to the preceding provisions of this Clause 2, the Trustee shall hold the capital and income of the Trust Fund at the expiry of the Trust Period UPON TRUST for such one or more of the Beneficiaries and if more than one in such proportion and in such manner in all respects as the Trustee shall before the end of the Trust Period, and in its absolute discretion, determine SAVE THAT if there are no such Beneficiaries or in default of such determination the Trustee shall hold the capital and income of the Trust Fund on trust absolutely for such one or more Charity as the Company shall in its discretion determine . 3. ADDITIONS TO THE TRUST FUND 3.1 The Trustee may at any time accept a gift of Shares or other assets to be held as an addition to the Trust Fund. 3.2 Any member of the Group may from time to time at its sole discretion transfer pay or credit sums of money to the Trustee to be held as an addition to the Trust Fund, and nothing in this Deed shall confer on the Trustee any right to receive any such transfer , payment or credit or create any trust of the money intended to be transferred, paid or credited unless and until the same shall have been actually transferred , paid or credited to the Trustee. 3.3 If Shares are listed on any Recognised Exchange, the Company shall apply for a listing for any Shares subscribed by the Trustee. 4. PARTNERSHIP SHARE MONIES AND PARTNERSHIP SHARES 4.1 The Trustee shall accept any Participant's Partnership Share Money and shall hold such funds upon trust for the benefit of such Participant and shall deal with such funds and with any income from the investment of such funds only in accordance with the Plan SAVE THAT the Trustee shall be under no duty or obligation to deposit such funds in an interest-bearing account. 4.2 The Trustee shall apply each Participant's Partnership Share Money in acquiring Shares in accordance with the Plan by:- 4.2.1 purchase in the market; 4.2.2 subscription; or 4.2.3 acquisition by purchase from the Trust Fund. and where such purchase or subscription is to take place in a currency other than sterling, shall convert the accumulated Partnership Share Money into such other currency on the basis of an appropriate exchange rate as agreed with the Company and, where appropriate , in accordance with any communication to Participants. 4.3 The Trustee shall hold a Participant's Partnership Shares upon trust for the benefit of such Participant and shall deal with such Shares and all rights attaching to such Shares only in accordance with the Plan and this Deed. 5. TRUSTEE 'S POWERS AND DUTIES RELATING TO THE PLAN 5.1 The Trustee shall, if required to do so by the Company or any other regulatory or other legal requirement, adopt the Plan and the Trustee shall join with the Company in giving effect to the Plan. LMF/UKDP/UKM/92357982.1 37

 
5.2 For so long as the Plan remains a Schedule 2 SIP, and is not terminated pursuant to Rule 9 of the Plan, the Trust Fund shall not be applied, and this Trust shall not be used, otherwise than for the purposes of giving effect to the Plan provided that if the Plan is terminated pursuant to Rule 9, the Trustee will comply with the requirements of paragraph 90 of Schedule 2. 5.3 The Trustee shall expend any sum received from any member of the Group as a contribution to the Trust Fund for any such one or more of the purposes mentioned in Clause 5.4 as the Trustee shall in its absolute discretion determine and pending such expenditure shall deposit any such contribution with a Bank on such terms as the Trustee may in its absolute discretion think fit. 5.4 The purposes referred to in Clause 5.3 are:- 5.4.1 the acquisition of Shares for the purposes of the Plan, whether by purchase in the market, subscription or acquisition by purchase from the Trust Fund and on the basis that: (a) where such purchase or subscription is to take place in a currency other than sterling, the Trustee shall convert the relevant sum into such other currency on the basis of an appropriate exchange rate as agreed with the Company and, where appropriate, in accordance with any communication to Participants; and (b) for the avoidance of doubt, the Trustee shall only be required to acquire Shares for the purposes of the Plan to the extent it has received payment or otherwise been funded to the extent required to make such acquisition and cover any related costs, charges and expenses; 5.4.2 the repayment of sums borrowed; 5.4.3 the payment of interest on sums borrowed; 5.4.4 satisfying any of the obligations of the Trustee under the Plan; and 5.4.5 paying expenses of the Trustee (including the fees of the Trustee , any Administrator and any professional adviser retained by the Trustee in relation to the operation of the Plan). 5.5 The Trustee may only acquire shares or other securities which are not Shares if:- 5.5.1 they are shares or other securities issued to the Trustee in exchange for or in respect of Shares in circumstances mentioned in section 135 of the Taxation of Chargeable Gains Act 1992; or 5.5.2 if they are shares or other securities acquired by the Trustee pursuant to a reconstruction or amalgamation as mentioned in section 136 of that Act. 5.6 The Trustee may at any time and from time to time award Shares to any one or more of the Beneficiaries pursuant to and in accordance with the Plan. Duty to give notice of award of Free and Matching Shares 5.7 As soon as practicable after any Free Shares or Matching Shares have been awarded to an Eligible Employee the Trustee shall give him notice of the award:- 5.7.1 specifying the number and description of those Shares; 5.7.2 confirming whether they are subject to any Restrictions and, if so, the nature of those Restrictions; 5.7.3 stating their Market Value on the Award Date; and 5.7.4 the Holding Period applicable to them . LMF/UKDP/UKM/92357982.1 38

 
Duty to give notice of acquisition of Partnership Shares 5.8 As soon as practicable after the Trustee has acquired any Partnership Shares on behalf of a Participant, the Trustee shall give him notice of the acquisition:- 5.8.1 specifying the number and description of those Shares; 5.8.2 confirming whether they are subject to any Restrictions and, if so, the nature of those Restrictions; 5.8.3 stating the amount of Partnership Share Money applied by the Trustee in acquiring such Partnership Shares; 5.8.4 their Market Value on the Acquisition Date; and 5.8.5 informing him of any amount of surplus Partnership Share Money carried forward. Duty to give notice of acquisition of Dividend Shares 5.9 As soon as practicable after any Dividend Shares have been acquired on behalf of a Participant the Trustee shall give him notice of the acquisition:- 5.9.1 specifying the number and description of those Shares ; 5.9.2 confirming whether they are subject to any Restrictions and, if so, the nature of those Restrictions; 5.9.3 stating their Market Value on the Acquisition Date; 5.9.4 stating the Holding Period applicable to them ; and 5.9.5 informing him of any surplus amount of cash dividends carried forward. Foreign cash dividends 5.10 If the Trustee receives any Foreign Cash Dividend in respect of any of a Participant's Plan Shares, the Trustee shall notify the Participant of the amount of any foreign tax deducted from the dividend before it was paid. Duty to deal with Plan Shares 5.11 The Trustee shall hold and deal with all Shares awarded to or acquired on behalf of any Participant only in accordance with the terms of Part E of the Plan and the following provisions of this Deed. General duty of Trustee to retain Free Matching and Dividend Shares 5.12 Save as mentioned in Clause 5.13, the Trustee shall not dispose of any of a Participant's Plan Shares that are Free Shares, Matching Shares or Dividend Shares (whether to the Participant or otherwise) at any time during the Holding Period relating to such Shares unless the Participant ceases to be in Relevant Employment. 5.13 The duty imposed by Clause 5.12 shall not restrict the Trustee from disposing of any of a Participant's Plan Shares in accordance with a provision of the Plan which gives effect to the requirements of any of the paragraphs of Schedule 2 mentioned in paragraph 73(3) of Schedule 2. Power of Trustee to raise funds to subscribe for a rights issue 5.14 The Trustee may, subject to Clause 5.18, dispose of some of the rights under a rights issue in order to be able to obtain sufficient funds to exercise other such rights. 5.15 For the purposes of Clause 5.14, "rights issue" means rights conferred in respect of a Participant's Plan Shares to be allotted, on payment, other shares or securities or rights of any description in the same company. LMF/UKDP/UKM/92357982.1 39

 
Duty of Trustee on Participant ceasing to be in Relevant Employment 5.16 If a Participant ceases to be in Relevant Employment, subject to Rule 61 of the Plan, the Trustee shall as soon as is practicable:- 5.16.1 transfer such Participant's Plan Shares to the Participant or another person at his direction; or 5.16.2 dispose of the Shares and account (or hold itself ready to account) for the proceeds to the Participant or to another person at his direction. General duties to Participants 5.17 The Trustee shall pay over to a Participant any money or money's worth received by the Trustee in respect of or by reference to any of such Participant's Plan Shares, other than money or money's worth consisting of New Shares SAVE THAT this duty of the Trustee shall not prevent the Trustee from reinvesting cash dividends in accordance with the Plan nor from doing anything in fulfilment of its obligations under or in relation to PAYE. 5.18 Subject to Clause 5.16, the Trustee shall dispose of a Participant's Plan Shares and deal with any right conferred in respect of any of his Plan Shares to be allotted other shares, securities or rights of any description only pursuant to a direction given by or on behalf of the Participant SAVE THAT the Trustee may dispose of any of a Participant's Plan Shares which cease to be held in the Plan and any of a Participant's remaining Plan Shares to meet any obligation imposed on the Trustee under or in relation to PAYE (unless the Participant has paid to the Trustee such sum as is sufficient to meet such obligation, in accordance with Rule 70 of the Plan). Duties in relation to tax liabilities 5.19 The Trustee shall:- 5.19.1 maintain such records as may be necessary for the purposes of complying with any obligations of the Trustee or of any member or former member of the Group under PAYE and NICs so far as they relate to the Plan; and 5.19.2 when a Participant becomes liable to income tax under Chapter 3 or 4 of Part 4 of the Income Tax (Trading and Other Income) Act 2005 or ITEPA by reason of the occurrence of any event, inform him of any facts relevant to determining that liability. 5.20 References in the preceding provisions of this Clause 5 to a Participant include, in relation to a Participant who has died, a reference to his Personal Representatives. Administration of the Plan 5.21 The Trustee may from time to time appoint any such person as it considers appropriate to act as Administrator or to hold Shares as nominee or custodian in a designated account and in that event the Trustee shall delegate to such person such of the Trustee's administrative powers and duties as shall be necessary or appropriate to enable such person to procure the award of Shares to, and the acquisition of Shares on behalf of, Eligible Employees and Participants and generally to administer the operation of the Plan PROVIDED THAT:- 5.21.1 no such delegation shall take effect so as to divest the Trustee of any duty imposed on the Trustee by the provisions of this Deed; and 5.21.2 the Trustee shall remain liable for the acts and defaults of such person to the intent that Section 23 of the Trustee Act 2000 shall not apply. 5.22 The Trustee may pay the costs and expenses of any Administrator out of the Trust Fund. Power to take and pay for professional advice 5.23 The Trustee may, for the purpose of enabling the Trustee or any Administrator to exercise the powers and duties of this Trust, seek and act upon the advice of any such firm of legal or other professional advisers and may pay for such advice out of the Trust Fund PROVIDED THAT no such advice shall be sought by the Trustee or the Administrator on any occasion without the prior approval (which shall LMF/UKDP/UKM/92357982.1 40

 
not be unreasonably withheld) of the Company as to the choice of such adviser and the terms on which such advice shall be sought. Provision of information to the Company 5.24 The Trustee shall provide to the Company and every other member of the Group all such information relating to the operation of the Plan as shall, in the opinion of the Directors, be necessary to enable each such member of the Group to fulfil its obligations to account for income tax and NICs under PAYE. 5.25 The Trustee shall, from time to time, provide to the Company such other information, relating to the operation of the Plan and to the individual entitlements of any or all of the Participants as the Company may request, and shall do so within such reasonable period as the Company may specify. Residual Shares 5.26 If any Shares (other than a Participant's Plan Shares) remain Trust Property after either:- 5.26.1 Shares have been awarded to Participants in accordance with the Plan on any occasion; or 5.26.2 the requirements of paragraph 90 of Schedule 2 have been complied with the Trustee shall, if the Company so directs, hold such Shares upon trust to sell such Shares in the market and pay or apply the net proceeds of sale (after deduction of all costs and expenses and of such amount as, in the opinion of the Trustee , is sufficient to enable the Trustee to discharge in full all of its current and future liabilities, whether actual or contingent) to or for the benefit of Participating Companies in such proportions, having regard to their respective contributions, to the Trust Fund as the Company shall direct. Duty to monitor Participants in connected plans 5.27 The Trustee shall maintain records of Participants who in the same Tax Year have participated in one or more other Schedule 2 SIPs established by the Company or a Connected Company. 6. TRUSTEE'S DEALINGS IN SHARES 6.1 For the purpose of enabling the Directors to ensure compliance by the Company and by its directors with the rules and regulations imposed by the New York Stock Exchange, the Trustee shall inform the secretary of the Company in writing in advance of any dealing by the Trustee in Shares (otherwise than any award of Shares to or acquisition of Partnership Shares or Dividend Shares on behalf of, a Participant who is not a director of the Company being a dealing pursuant to or done for the purpose of giving effect to the operation of the Plan). 6.2 If the Trustee provides any benefit (in whatever form) out of the Trust Fund to any Beneficiary (otherwise than pursuant to the Plan) the Trustee shall give details of such benefit to the secretary of the Company. 6.3 The Trustee shall not deal in Shares or other securities of the Company at any time if the Trustee is aware or has received notice in writing from the Company that any such dealing at that time would cause the Company or any Subsidiary or any director, officer or employee of the Company or any Subsidiary to be in breach of the provisions of the code of dealing adopted by resolution of the directors of the Company imposing restrictions upon dealings by directors and employees in Shares or securities of the Company as required by the rules of the New York Stock Exchange PROVIDED THAT nothing in this Clause 6.3 shall compel the Trustee to enquire from the Company or any Subsidiary as to whether such dealing would breach any such provisions. Waiver of Trustees' dividend and voting rights 6.4 The provisions of Clauses 6.5 and 6.6 shall not apply (so that the Trustee shall not be taken to have waived its rights to receive dividends and/or exercise voting rights) throughout any period in relation to which the Company has given notice in writing to the Trustee that such provisions shall not apply PROVIDED THAT no such period shall commence before the date on which such notice is received by the Trustee. LMF/UKDP/UKM/92357982.1 41

 
6.5 Whilst and for so long as any Shares are held by the Trustee and no beneficial interest in such Shares is vested in any Beneficiary the Trustee shall waive any right to dividend payments in respect of such Shares and the Trustee shall not be liable for any loss to the Trust Fund as a result of such waiver. 6.6 Whilst any Shares in the Company are held by the Trustee the Trustee shall refrain from exercising any voting rights which may attach to the Shares SAVE THAT if the beneficial interest in any Share is vested in any Beneficiary then the Trustee shall comply with the provisions of Rule 63 of the Plan. 7. INVESTMENT POWERS 7.1 The Trustee may apply the whole or any part of the Trust Fund in the acquisition of Shares by subscription or by purchase from any person at a price which is not greater than the price which the Trustee would otherwise have to pay for the purchase of such Shares on the New York Stock Exchange (or, if such Shares are not listed on the New York Stock Exchange, in the open market) at the time of purchase . 7.2 The Trustee shall not be under any obligation to diversify the investment of the Trust Fund and, in particular, may:- 7.2.1 retain, in their existing condition , any investments, including Shares or other securities of the Company , or other property (including uninvested money) for the time being forming part of the Trust Fund for so long as the Trustee in its absolute discretion thinks fit notwithstanding that the same may comprise the sole investment of the Trust Fund; and 7.2.2 at its absolute discretion, invest the whole of the Trust Fund in the shares or securities of any one company without being liable for any loss occasioned thereby. 7.3 The Trustee shall be under no obligation to:- 7.3.1 become a director or officer, or interfere in the management or affairs, of any company any of the shares or stocks of which are, for the time being, comprised in the Trust Fund or any company associated with such company , notwithstanding that the Trustee has (whether directly or indirectly) a substantial holding in or Control of any such company ; or 7.3.2 seek information about the affairs of any such company but may leave the conduct of the affairs of any such company to its directors or other persons managing the company (so long as they have no actual notice of any act of dishonesty on the part of such directors or others in connection with the management of the company) . 8. ADDITIONAL POWERS 8.1 In addition to all the powers vested in trustees by law or statute, the Trustee shall have the following powers regarding the Trust Fund:- 8.1.1 power to invest or hold or allow to remain in the name or under the control of any person as nominee or bare trustee of the Trustee the whole or such part of the Trust Fund as the Trustee shall in its absolute discretion think fit and the Trustee shall not be liable for any loss to the Trust Fund or the income of the Trust Fund occasioned by the exercise of this power; 8.1.2 power to promote, alone or with others , and to approve, concur or acquiesce in, or agree to carry into effect, alone or with others , any scheme, proposal or offer for or leading to or being a step in:- (a) the reconstruction or amalgamation with any other company or corporation of any company or corporation in whose securities the Trust Fund or any part of the Trust Fund shall be for the time being invested; (b) the release, modification or alteration of the rights, privileges or liabilities attached to any investments or other property forming part of the Trust Fund or attached to any property whatever having rights affecting any such investments or other property; or LMF/UKDP/UKM/92357982.1 42

 
(c) the exchange of any investments or other property forming part of the Trust Fund for any other investments or other property 8.1.3 power to give warranties and indemnities for the foregoing purposes with power to accept any security , shares or other interest of any description of the reconstructed or purchasing or new company or demerged company or companies in lieu or in exchange for all or any of the original securities, shares or other interest and with power to retain any property so accepted as aforesaid for any period for which the original property could have been retained; 8.1.4 power to apply the Trust Fund or any part of it or the whole or any part of the income of the Trust Fund in paying any stamp duty or stamp duty reserve tax payable in respect of any transfer of or agreement to transfer Shares to a Beneficiary ; 8.1.5 power to borrow moneys , for any purpose for which trust moneys may be applied under this Trust, from any person or company (including any member of the Group) on such terms as the Trustee may decide PROVIDED THAT any loan made to the Trustee by any member of the Group shall be on terms which are no less favourable to the Trustee than if it had been made in a transaction made at arm's length between persons not connected with each other ; 8.1.6 power to pay any duties or taxes or other fiscal impositions (together with any related interest or penalties or surcharges) for which the Trustee may become liable and to have entire discretion as to the time and manner in which such duties taxes and fiscal impositions shall be paid and no person interested under this Deed shall be entitled to make any claim whatsoever against the Trustee by reason of such payment; 8.1.7 power to arrange for any member of the Group to account to H M Revenue & Customs or other authority concerned for any amounts deducted from the sums of money paid or credited to the Trustee by any member of the Group or from or in respect of any amounts paid or property transferred by the Trustee to Beneficiaries in respect of income tax or any other deductions required by law; 8.1.8 power to delegate to any other person or persons (including any one or more of themselves) all or any of the administrative and management functions and powers (including investment powers) vested in the Trustee either by virtue of the provisions of this Deed or by virtue of its office as Trustee PROVIDED THAT:- (a) this power shall apply only after the Plan is no longer a Schedule 2 SIP; and (b) the Trustee shall not be entitled to delegate the exercise of discretionary trusts and powers in relation to the Trust Fund which require or empower the determination of beneficial interests in the Trust; and (c) no such delegation shall take effect so as to divest the Trustee of any duty imposed on the Trustee by the provisions of this Deed; and (d) the Trustee shall remain liable for the acts and defaults of such person to the intent that Section 23 of the Trustee Act 2000 shall not apply; 8.1.9 power to convert any moneys forming part of the Trust Fund into any other property, whether income producing or not, in particular power to acquire any property with moneys forming part of the Trust Fund or the income of the Trust Fund and to transfer such property or any part of it to any Beneficiary in exercise of the Trustee's powers and discretions; 8.1.10 power to deal with the Trust Fund as if the Trustee were a sole absolute beneficial owner of the Trust Fund; 8.1.11 power to make any payment to any Beneficiary into such Beneficiary's bank account and in such case the Trustee shall be discharged from obtaining a receipt or seeing to the application of such payment; 8.1.12 power to enter into any agreement or grant any option for the sale or other disposition of any shares , stock or securities comprised in the Trust Fund upon any terms and for any LMF/UKDP/UKM/92357982.1 43

 
consideration whatsoever and power to give warranties indemnities and undertakings for the above purposes; 8.1.13 subject to Clause 5.2, power to make and to amend by resolution in writing such rules as the Trustee may in its absolute discretion think fit for the purpose of determining the basis upon which the Trust Fund shall be paid or applied to or for the benefit of Beneficiaries; 8.1.14 power in its absolute discretion to enter into any transaction with any other person or persons whether that person or persons is or are acting in a fiduciary capacity or not (being a transaction which apart from foregoing provisions of this Deed the Trustee could properly have entered into if it or any Trustee had not also been or been interested in such other person or persons) notwithstanding that the Trustee or any of them may also be or be interested in such other person or persons and in like manner in all respects as if the Trustee or any of them were not, or were not interested in, such other person or persons; and 8.1.15 power to agree with H M Revenue & Customs that, if the Market Value of any Shares falls to be determined for the purposes of Schedule 2, the Market Value of such Shares shall be determined by reference to such date or dates, or to an average of the values on a number of dates , as may be specified in such agreement. 8.2 Each such power shall be a separate power in addition and without prejudice to the generality of all other powers vested in the Trustee, and the Trustee may exercise all or any of the same from time to time, without the intervention of any Beneficiary, in such manner and to such extent as it shall in its absolute discretion think fit SAVE THAT the Trustee shall not exercise any such power if or to the extent that to do so would be inconsistent with the trusts of this Deed. 8.3 The discretions conferred upon the Trustee by this Deed or by law shall be absolute and unfettered discretions and the Trustee shall not be obliged to give any person beneficially interested under this Trust any reason or justification for any exercise or non-exercise of any such discretion. 9. PERPETUITY PERIOD The perpetuity period applicable to this Trust shall be the period of 125 years from the date of execution of this Deed. 10. TRUSTEE 10.1 Subject to the following provisions of this Clause 10, the statutory power of appointing new or additional trustees of this Trust shall be vested in the Company and the Company shall have the power, exercisable by deed, to remove any person as Trustee and to appoint any new Trustee in the place of such person SAVE THAT:- 10.1.1 the power conferred by this Clause 10.1 shall only be operative and capable of taking effect on the expiry of one month from the date on which the person who is to be removed as Trustee receives notice in writing of such removal and every new Trustee accepts office as such new Trustee; and 10.1.2 if the Company shall be the subject of a Takeover Offer which becomes or is declared unconditional in all respects the Company shall not exercise any power to remove any person as a Trustee or to appoint a new or additional Trustee at any time within the period of thirty days beginning with the date on which such Takeover Offer becomes or is declared unconditional in all respects. 10.2 Every Trustee shall be resident in the United Kingdom and the Company shall immediately remove as a Trustee any Trustee who ceases to be resident in the United Kingdom. 10.3 The minimum number of Trustees shall be two individuals or a body corporate. 10.4 So long as the number of Trustees is below the minimum number, the Trustee shall not be entitled to exercise any discretion or power pursuant to the terms of this Deed. 10.5 Any Trustee may, at any time, by written notice given to the Company and to the remaining Trustees (if any), retire from his office at the expiry of one month from the date when such notice is received by the Company or any shorter period agreed in writing by the Company PROVIDED THAT such LMF/UKDP/UKM/92357982.1 44

 
retirement shall not take effect unless and until immediately after it there will be as Trustees, (whether by virtue of an appointment taking effect forthwith upon such retirement or otherwise), at least the minimum number of persons required by Clause 10.3 to be the Trustees. If the Company has failed to appoint a replacement Trustee by the expiry of the one month period (or such longer period as may be agreed) , and this means that the Trustee's retirement cannot take effect as a result of this Clause 10.5 and Clause 10.3, the retiring Trustee may by deed appoint an additional Trustee(s) and its retirement shall thereupon become effective. 10.6 Any person who ceases to be a Trustee shall execute and do or make all such transfers or other documents acts or things as may be necessary for vesting the Trust Fund in the new or continuing Trustee or placing it under the control of the Trustee and shall be bound and entitled to assume that any new Trustee is a proper person to have been appointed PROVIDED ALWAYS that if any outgoing Trustee is liable as Trustee for any duties or taxes or fiscal impositions (including without prejudice to the generality of the foregoing words capital gains wealth gifts probate succession death or any other duties or taxes on capital or income) wheresoever arising and whether or not enforceable through the courts of the place where such Trustee is resident or where this Trust is for the time being administered then that person shall not be bound to transfer the Trust Fund as aforesaid unless reasonable security is provided for indemnifying them and their estates against such liability. 10.7 A trust corporation or other corporate trustee may be appointed by deed to be a Trustee upon such terms as to remuneration and otherwise as may be agreed at the time of its appointment by the person or persons making the appointment (on the one hand) and the trust corporation or other corporate trustee (on the other hand). 10.8 The provisions of sections 37 and 39 of the Trustee Act 1925 shall apply to this Trust as if any reference in those sections to a trust corporation were a reference to a company or body corporate carrying on trust business. 11. REMUNERATION OF THE TRUSTEE 11.1 Any Trustee, or any director or other officer of a body corporate acting as a Trustee being an individual engaged in any profession or business, shall be entitled to be paid all usual professional or proper charges for work done by him, his firm or his company in connect ion with the trusts declared in this Deed, on the usual terms and conditions of such firm or company in force from time to time including (in addition to reimbursement of such firm or company's proper expenses, costs and other liabilities) the right to remuneration and the incidence of remuneration whether such work is in the ordinary course of his profession or business or not, including acts which a Trustee, not being in any profession or business, could have done personally. 11.2 Any corporate body acting as Trustee :- 11.2.1 may carry out, in its own office, in connection with this Trust, any business which by its constitution it is authorised to undertake and in which it is then, in fact, ordinarily engaged, upon the same terms as would for the time being be made with an ordinary customer and if it is a bank, it shall be entitled to act as a banker to and make advances to the Trustee in connection with the trusts declared in this Deed, without accounting for any profit thereby made and in all respects as if it were not a Trustee; and 11.2.2 may employ as a banker or investment adviser or other agent, on behalf of this Trust, any company, firm or enterprise associated with it PROVIDED THAT such agent is authorised by its constitution to undertake such business and that it is, in fact, ordinarily so engaged and that all charges made by it for work done or services provided in connection with the trusts declared in this Deed are reasonable and normal. 12. PERSONAL INTERESTS OF TRUSTEE 12.1 No decision of or exercise of a power by the Trustee shall be invalidated or questioned on the grounds that the Trustee or any individual Trustee or any director or other officer or employee of a body corporate acting as Trustee had an interest in a personal or fiduciary capacity in the result of any decision or in the exercising of any power and any such person may vote in such respect and be taken into account for the purposes of a quorum notwithstanding his interest. 12.2 A Beneficiary who is a Trustee or a director or other officer or employee of a body corporate acting as Trustee may retain all benefits to which he becomes entitled under this Deed and shall not be liable to LMF/UKDP/UKM/92357982.1 45

 
account for any property paid to or applied for the benefit of him or any spouse, former spouse, civil partner, child (including step-child) of such Beneficiary. 12.3 Any Trustee, and any director or other officer or employee of a body corporate acting as Trustee, shall not be precluded from acquiring, holding or dealing with any debentures, debenture stock, shares or securities whatsoever of the Company or any Subsidiary or from entering into any contract or other transact ion with the Company or such Subsidiary or being interested in any such contract or transaction and none of them shall be in any manner whatsoever liable to account to the Company or the Beneficiaries for any resulting profits made or benefits obtained by him or it. 12.4 Any Trustee, or any director or other officer or any employee of a corporate body acting as Trustee, or any associate or person or body connected with the Trustee may be employed and remunerated as a director or other officer or employee or as agent or adviser of any company , body or firm in any way connected with this Trust or the Trust Fund and may keep as his property (and without being liable to account therefor) any remuneration, fees or profits received by him in any such capacity, notwithstanding that his situation or office may have been obtained, held or retained by means or by reason of his position as Trustee or as a director or an employee or officer of a corporate trustee of the trusts declared in this Deed. 13. PROTECTION OF THE TRUSTEE 13.1 In the professed execution of the trusts and powers contained in this Deed, no Trustee, or director or other officer or employee of a body corporate acting as Trustee , shall be liable for any loss arising by reason of:- 13.1.1 negligence or fraud of any other trustee of this Trust or director or other officer or employee of a body corporate acting as such other trustee; or 13.1.2 any mistake or omission made in good faith by any of the trustees or any such other person; or 13.1.3 any other matter or thing except loss arising by reason of fraud, wilful default or negligence on the part of the Trustee or other person who is sought to be made liable. 13.2 The Company HEREBY COVENANTS with the Trustee and every director or other officer or employee of a body corporate acting as Trustee jointly and severally for themselves and as trustees for their successors in title that it will at all times after the execution of this Deed keep each of them and each of their successors in title as Trustee and each of their estates and effects fully indemnified and saved harmless both before as well as after any removal or retirement of a Trustee pursuant to Clause 10 against all claims, losses, demands, actions, proceedings, charges, expenses, costs, damages, taxes, duties and other liabilities that may be suffered or incurred by it or by any of them in connection with the execution of the trusts and powers of this Deed other than liabilities arising as a consequence of fraud , wilful default or (in the case of a Trustee , or any director or other officer or employee of a body corporate acting as Trustee, who is engaged in the business of providing a trustee service for a fee) negligence and save to the extent that any such liability is capable of being discharged at the expense of the Trust Fund. In addition, the Trustee shall have the benefit of all indemnities conferred on trustees by the Trustee Acts 1925 and 2000 and generally by law. 14. INFORMATION SUPPLIED BY THE COMPANY The Trustee shall be entitled to rely, without further enquiry, on all information supplied to it by the Company or any Participating Company and/or any directors or officers of the Company or any Participating Company with regard to its duties as trustee of the trusts declared in this Deed whether or not such information is for the purposes of or relates to the operation of the Plan, and the Trustee shall not be liable to any Participant or any member of the Group for any loss arising in consequence of the incompleteness or inaccuracy of any such information. 15. POWER OF MODIFICATION 15.1 Subject to Clause 15.3, during the Trust Period, the Company shall have power, so as to bind the Trustee, to vary, amend, modify, alter or extend the trusts, powers and provisions of this Deed in any manner and in any particular whatsoever by deed delivered to the Trustee revocable (during the Trust Period) or irrevocable, which shall be expressed to be supplemental to this Deed, and this Deed shall then be read and construed and take effect as if the provisions of such deed were incorporated in this Deed PROVIDED THAT no exercise of these powers may:- LMF/UKDP/UKM/92357982.1 46

 
15.1.1 amend the definition of "Beneficiary" in Clause 1.1, or amend Clauses 10.3 (minimum number of trustees), 13.2 (indemnity), or the proviso to Clause 8.1.5 (borrowing) insofar as they relate to loans made by any member of the Group; 15.1.2 confer on any person other than an employee or former employee of any member of the Group any eligibility or entitlement to benefit; 15.1.3 extend the power conferred by this Clause 15 (modification) or remove the restrictions contained in this proviso; 15.1.4 be effective to amend Clauses 10.6 (outgoing Trustee) , 10.7 (appointment) , 11 (remuneration), 12 (personal interests) or 13 (protection), or otherwise to impose on the Trustee any obligations more onerous than the obligations accepted by the Trustee under this Trust prior to such purported amendment without the prior consent of the Trustee in writing; 15.1.5 cause this Trust to cease to be an Employees' Share Scheme; 15.1.6 reduce or adversely affect the right or interest of any Beneficiary insofar as such right or interest has been granted, awarded or allocated pursuant to the prior exercise by the Trustee of the Trustee's powers under this Deed; or 15.1.7 adversely affect the position of the Trustee unless the Trustee gives prior written consent to such amendment. 15.2 For so long as the Plan remains a Schedule 2 SIP, no alteration shall be made to any Key Feature of this Deed which would result in the Plan ceasing to be a Schedule 2 SIP and without compliance with such process as may apply or be required by H M Revenue & Customs from time to time in relation to the amendment of a Key Feature. 15.3 Every power, authority or discretion conferred upon the Trustee or any other person and not expressly made exercisable only during a period allowed by law shall (notwithstanding anything to the contrary expressed or implied in this Deed) only be exercisable during the Trust Period and during such further period if any (whether definite or indefinite) as in the case of the particular power, authority or discretion the law may allow. 16. PROPER LAW The trusts of this Trust are established under the laws of England and Wales and subject as provided in this Deed the rights of the Beneficiaries and the rights powers and duties of the Trustee under this Deed and the construction of every provision of this Deed shall be determined according to the laws of England and Wales. 17. EXCLUSIONS FROM BENEFIT Notwithstanding anything to the contrary expressed or implied in this Deed, no part of the Trust Fund or its income shall at any time be paid or lent or otherwise applied nor shall any power or discretion in this Deed or by law conferred on the Trustee or on any other person in any circumstances be exercisable or exercised in any manner which causes the Company or any one or more Subsidiaries to be in breach of Chapter 2 of Part 18 of the Companies Act 2006 or causes this Trust to fall outside the provisions of Section 86 of the Inheritance Tax Act 1984. 18. COUNTERPARTS This Deed may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Deed but all of the counterparts shall together constitute but one and the same instrument. 19. IRREVOCABILITY OF TRUSTS The trusts declared by this Deed are irrevocable. EXECUTED AS A DEED by the parties on the date which first appears in this Deed. LMF/UKDP/UKM/92357982.1 47

 
EXECUTED (but not delivered until dated) as a ) Deed by LUXFER HOLDINGS PLC acting by:- ) ) Director [Secretary/]Director EXECUTED (but not delivered until dated) as a ) Deed under the COMMON SEAL of ) COMPUTERSHARE TRUSTEES LIMITED in the ) presence of:- Director [Secretary/]Director LMF/UKDP/UKM/92357982.1 48

 
 EX-21.1 5 a211.htm EXHIBIT 21.1 Exhibit


BA Holdings, Inc., U.S.
Biggleswick Limited, England and Wales
GTM Technologies LLC, U.S.
Lumina Trustee Limited, England and Wales
Luxfer Australia PTY Limited, Australia
Luxfer Canada Limited, Canada
Luxfer Gas Cylinders (Shanghai) Co., Limited, People’s Republic of China
Luxfer Gas Cylinders China Holdings Limited, England and Wales
Luxfer Gas Cylinders Limited, England and Wales
Luxfer Gas Cylinders S.A.S., France
Luxfer Germany GmBH, Germany
Luxfer Group 2000 Limited, England and Wales
Luxfer Group Limited, England and Wales
Luxfer Group Services Limited, England and Wales
Luxfer Magtech International Limited, England and Wales
Luxfer Magtech, Inc., U.S.
Luxfer Overseas Holdings Limited, England and Wales
Luxfer, Inc. U.S.
Magnesium Elektron Limited, England and Wales
Magnesium Elektron North America, Inc. U.S.
MEL Chemicals, Inc., U.S.
Niagra Metallurgical Products Limited, Canada
Reade Manufacturing, Inc., U.S.



 EX-23.1 6 a231consent.htm EXHIBIT 23.1 Exhibit


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-184351, 333-196166, 333-223834 and 333-231528) of Luxfer Holdings PLC of our report dated March 9, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.


/s/ PricewaterhouseCoopers LLP
Manchester, United Kingdom
March 9, 2020



 EX-31.1 7 a311.htm EXHIBIT 31.1 Exhibit


Section 302 Certificate
Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Alok Maskara, certify that:
1.
I have reviewed this annual report on Form 10-K of Luxfer Holdings PLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and




b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: March 9, 2020
/s/ ALOK MASKARA
 
Alok Maskara
Chief Executive Officer




 EX-31.2 8 a312.htm EXHIBIT 31.2 Exhibit


Section 302 Certificate
Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Heather Harding, certify that:
1.
I have reviewed this annual report on Form 10-K of Luxfer Holdings PLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and




b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: March 9, 2020
/s/ HEATHER HARDING
 
Heather Harding
Chief Financial Officer



 EX-32.1 9 a321.htm EXHIBIT 32.1 Exhibit


Section 906 Certificate
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Alok Maskara, the Chief Executive Officer of Luxfer Holdings PLC, a public limited company incorporated under English law (the “Company”), do hereby certify, to my knowledge, that:
•
the Annual Report on Form 10-K for the year ended December 31, 2019 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 9, 2020
/s/ ALOK MASKARA
 
Alok Maskara
Chief Executive Officer



 EX-32.2 10 a322.htm EXHIBIT 32.2 Exhibit


Section 906 Certificate
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Heather Harding, the Chief Financial Officer of Luxfer Holdings PLC, a public limited company incorporated under English law (the “Company”), do hereby certify, to my knowledge, that:
•
the Annual Report on Form 10-K for the year ended December 31, 2019 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 9, 2020
/s/ HEATHER HARDING
 
Heather Harding
Chief Financial Officer




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[Axis] Vesting [Domain] Vesting [Domain] Tranche One Share-based Compensation Award, Tranche One [Member] Tranche Two Share-based Compensation Award, Tranche Two [Member] Tranche Three Share-based Compensation Award, Tranche Three [Member] Tranche Four Share-based Compensation Award, Tranche Four [Member] Share-based Compensation Award, Tranche Four [Member] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Loan outstanding from ESOP Employee Stock Ownership Plan (ESOP), Debt Structure, Direct Loan, Amount Market value of shares held by ESOP (in USD per share) Share Price Award expiration period Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Award vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Award vestiing percentage Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Number of awards exercisable (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Award granted during period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Grants in Period Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Grants in Period Award fully vested and settled period after grant date Share-based Compensation Arrangement by Share-based Payment Award, Award Fully Vested And Settled Period After Grant Date Share-based Compensation Arrangement by Share-based Payment Award, Award Fully Vested And Settled Period After Grant Date Number of shares to be acquired within twelve months of appointment Share-based Compensation Arrangement By Share-based Payment Award, Number Of Shares To Be Acquired Within Twelve Months Of Appointment Share-based Compensation Arrangement By Share-based Payment Award, Number Of 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Target Achieved Share-based Compensation Arrangement by Share-based Payment Award, Number Of Vesting Shares When Top Target Achieved Cash received from options exercised Proceeds from Stock Options Exercised Tax benefit realized for the tax deductions from option exercises Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options Weighted average fair value of options granted (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Total intrinsic value of options exercised Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Total unrecognized compensation cost related to share options Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options Total unrecognized compensation cost related to share options, period for recognition Employee Service Share-based 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Disaggregation of Revenue [Table Text Block] Schedule of Contract Assets and Liabilities Contract with Customer, Asset and Liability [Table Text Block] Goodwill and other identifiable intangible assets Goodwill and Intangible Assets Disclosure [Text Block] Other share-based compensation charges Allocated Share-based Compensation Expense, Other Allocated Share-based Compensation Expense, Other Restructuring share-based compensation charges Allocated Share-based Compensation Expense, Related To Restructuring Allocated Share-based Compensation Expense, Related To Restructuring Total share-based compensation charges Allocated Share-based Compensation Expense Current service cost Expected return on assets Defined Benefit Plan, Expected Return (Loss) on Plan Assets Curtailment gain Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Curtailment Settlement loss Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement Amortization of net actuarial loss Defined Benefit Plan, Amortization of Gain (Loss) Amortization of prior service credit Defined Benefit Plan, Amortization of Prior Service Cost (Credit) Total (credit) / charge for defined benefit plans Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Total charge for defined contribution plans Defined Contribution Plan, Cost Total charge / (credit) for pension plans Defined Benefit Plan And Defined Contribution Plan, Total Charge (Cost) Defined Benefit Plan And Defined Contribution Plan, Total Charge (Cost) Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Reclassified to held-for-sale assets Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] Property, plant and equipment Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current Inventory Disposal Group, Including Discontinued Operation, Inventory, Current Accounts and other receivables Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net Held-for-sale assets Reclassified to held-for-sale liabilities Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] Accounts payables Disposal Group, Including Discontinued Operation, Accounts Payable, Current Held-for-sale liabilities Segment Reporting [Abstract] Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Consolidation Items [Axis] Consolidation Items [Axis] Consolidation Items [Domain] Consolidation Items [Domain] Operating Segments Operating Segments [Member] Other Corporate, Non-Segment [Member] Intersegment Revenues Between Elektron Segment and Gas Cylinders Segment Intersegment Revenues Between Elektron Segment and Gas Cylinders Segment [Member] Intersegment Revenues Between Elektron Segment and Gas Cylinders Segment [Member] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Net Sales Adjusted EBITDA Adjusted EBITDA Adjusted EBITDA Depreciation and amortization Depreciation, Depletion and Amortization Restructuring charges Restructuring Charges Total assets Assets Capital expenditure Capital Expenditure, Cash And Noncash Capital Expenditure, Cash And Noncash Related Party Transactions [Abstract] Related-Party Transactions Related Party Transactions Disclosure [Text Block] Schedule of Finite-Lived Intangible Assets Schedule of Finite-Lived Intangible Assets [Table] Superform Business Unit Superform Business Unit [Member] Superform Business Unit [Member] Technology and trading related Technology-Based Intangible Assets [Member] Finite-Lived Intangible Assets Finite-Lived Intangible Assets [Line Items] Accumulated goodwill impairment losses Goodwill, Impaired, Accumulated Impairment Loss Identifiable intangible asset amortization expense Amortization of Intangible Assets Impairment charges Impairment of Intangible Assets, Finite-lived Weighted average amortization period Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] 2020 Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months 2021 Finite-Lived Intangible Assets, Amortization Expense, Year Two 2022 Finite-Lived Intangible Assets, Amortization Expense, Year Three 2023 Finite-Lived Intangible Assets, Amortization Expense, Year Four 2024 Finite-Lived Intangible Assets, Amortization Expense, Year Five Quarterly Financial Information Disclosure [Abstract] Acquisition-related costs Business Combination, Acquisition Related Costs Earnings Per Share [Abstract] Schedule of Earnings Per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Summary of Significant Accounting Policies Significant Accounting Policies [Text Block] Loan Notes due 2021 Loan Notes Due 2021 [Member] Loan Notes Due 2021 [Member] Loan Notes due 2023 Loan Notes Due 2023 [Member] Loan Notes Due 2023 [Member] Loan Notes due 2026 Loan Notes Due 2026 [Member] Loan Notes Due 2026 [Member] Unamortized debt issuance costs Total debt Long-term Debt Less current portion Long-term Debt, Current Maturities Long-term debt Long-term Debt, Excluding Current Maturities Rate Of Pension Increase Period [Axis] Rate Of Pension Increase Period [Axis] Rate Of Pension Increase Period [Axis] Rate Of Pension Increase Period [Domain] Rate Of Pension Increase Period [Domain] [Domain] for Rate Of Pension Increase Period [Axis] Pre 6 April 1997 Pre 6 April 1997 [Member] Pre 6 April 1997 [Member] 1997 To 2005 1997 To 2005 [Member] 1997 To 2005 [Member] Post 5 April 2005 Post 5 April 2005 [Member] Post 5 April 2005 [Member] Foreign Plan U.S. UNITED STATES Discount rate Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Expected return on assets Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets Retail price inflation Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation And Net Periodic Benefit Cost, Retail Price Inflation Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation And Net Periodic Benefit Cost, Retail Price Inflation Consumer price inflation Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation And Net Periodic Benefit Cost, Consumer Price Inflation Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation And Net Periodic Benefit Cost, Consumer Price Inflation Rate of pension increases Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation And Net Periodic Benefit Cost, Rate Of Pension Increase Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation And Net Periodic Benefit Cost, Rate Of Pension Increase Life expectancy of male in the U.K. aged 65 at accounting date Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation And Net Periodic Benefit Cost, Life Expectancy Of Male Aged 65 At Accounting Date Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation And Net Periodic Benefit Cost, Life Expectancy Of Male Aged 65 At Accounting Date Life expectancy of female in the U.K. aged 65 at accounting date Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Life Expectancy Of Female Aged 65 At Accounting Date Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Life Expectancy Of Female Aged 65 At Accounting Date Life expectancy of male in the U.K. aged 65 at 20 years after accounting date Defined 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Activity [Table Text Block] Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Derivative Instruments and Hedging Activities Disclosure [Abstract] Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] Balance at January 1 Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value Payments made during year Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements Unwind of discount on deferred consideration Business Combination, Contingent Consideration, Liability, Unwind Of Discount Business Combination, Contingent Consideration, Liability, Unwind Of Discount Remeasurement of deferred consideration (recognized in acquisition-related costs) Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability Balance at December 31 Total losses for the period included in profit and loss for assets held at the end at December 31 Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings Change in unrealized (gains) or losses for the period included in profit and loss for assets held at the end at December 31 Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Other Comprehensive Income (Loss) 2020 Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months 2021 Long-term Debt, Maturities, Repayments of Principal in Year Two 2022 Long-term Debt, Maturities, Repayments of Principal in Year Three 2023 Long-term Debt, Maturities, Repayments of Principal in Year Four 2024 Long-term Debt, Maturities, Repayments of Principal in Year Five Thereafter Long-term Debt, Maturities, Repayments of Principal after Year Five Total U.K. Income (Loss) from Continuing Operations before Income Taxes, Domestic International Income (Loss) from Continuing Operations before Income Taxes, Foreign Income before income taxes Income (Loss) Before Income Taxes, Including Equity Method Investment Income (Loss) Before Income Taxes, Including Equity Method Investment Other share-based compensation charges Loss on disposal of property, plant and equipment Gain (Loss) on Sale of Properties Depreciation and amortization Unwind of discount on deferred consideration Acquisition (costs) / credit Other charges Other Charges Other Charges Defined benefits pension mark-to-market gain Defined Benefit Plan, Mark-To-Market Gain (Loss) Defined Benefit Plan, Mark-To-Market Gain (Loss) Interest expense, net Interest Income (Expense), Net Net income Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] Net actuarial (loss) / gain Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax Amortization of actuarial loss Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax Prior service cost Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), before Tax Amortization of prior service credit Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, before Tax Total recognized in other comprehensive loss Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax Total credit recognized in net periodic benefit cost and other comprehensive income Defined Benefit Plan, Amount Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Income) Loss, before Tax Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax [Abstract] Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax [Abstract] Net actuarial loss Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax Net prior service credit Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Prior Service Cost (Credit), before Tax Total included in AOCI not yet recognized in the statement of loss Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax Revenue Revenue from Contract with Customer [Text Block] Income before income taxes Provision for income taxes at the U.K. statutory tax rate (2019: 19%, 2018:19%, 2017: 19.25%) Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Effect of: Effective Income Tax Rate Reconciliation, Amount [Abstract] Non-deductible expenses Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount Movement in valuation allowances Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount Differences in income tax rates in countries where the Company operates Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount Effect of U.S. tax reform Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Amount Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Amount Effect of changes in tax rates (excluding U.S. tax reform) Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount Movement in uncertain tax positions Effective Income Tax Rate Reconciliation, Tax Contingency, Amount Other Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount Income Tax Contingency [Table] Income Tax Contingency [Table] Scenario [Axis] Scenario [Axis] Scenario, Unspecified [Domain] Scenario, Unspecified [Domain] Scenario, Forecast Scenario, Forecast [Member] Income Tax Contingency [Line Items] Income Tax Contingency [Line Items] U.K. statutory tax rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Operating lease cost Lease, Cost Operating cash flows from operating leases Operating Lease, Payments Leases Lessee, Operating Leases [Text Block] Acquisitions and disposals Business Combination Disclosure [Text Block] Statement of Stockholders' Equity [Abstract] Statement [Table] Statement [Table] Statement [Line Items] Statement [Line Items] Common stock, shares outstanding Common Stock, Shares, Outstanding Movement In Treasury Shares [Roll Forward] Movement In Treasury Shares [Roll Forward] Movement In Treasury Shares [Roll Forward] Beginning balance Treasury Stock, Value Transfer of treasury shares into ESOP Treasury Stock, Transfer Treasury Stock, Transfer Utilization of treasury shares Treasury Stock, Utilization Treasury Stock, Utilization Ending balance Schedule of Goodwill Schedule of Goodwill [Table Text Block] Schedule of Intangible Assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Cumulative translation adjustments Accumulated Foreign Currency Adjustment Attributable to Parent [Member] Pension plans actuarial loss, net of tax Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] Change in market value of derivative financial instruments, net of tax Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] Accumulated other comprehensive loss AOCI Attributable to Parent [Member] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Total shareholders' equity Reclassification within AOCI Reclassification Within Accumulated Other Comprehensive Income, Current Period, Net of Tax Reclassification Within Accumulated Other Comprehensive Income, Current Period, Net of Tax Reclassification out of AOCI Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Other Income and Expenses [Abstract] Other charges Other Nonrecurring Expense Number of operating segments Number of Operating Segments Number of operating divisions Number of Reporting Units Number of reportable segments Number of Reportable Segments Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Building Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Remaining lease term Lessee, Operating Lease, Remaining Term of Contract Lessee, Operating Lease, Remaining Term of Contract Statement of Financial Position [Abstract] Accounts and other receivables, allowances Allowance for Doubtful Accounts Receivable, Current Common stock, shares authorized Common Stock, Shares Authorized Common stock, shares issued Common Stock, Shares, Issued Quarterly Financial Information Quarterly Financial Information [Table Text Block] Dividend yield (%) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Forfeiture rate (%) Share-based Compensation Arrangement by Share-based Payment Award, Forfeiture Rate Share-based Compensation Arrangement by Share-based Payment Award, Forfeiture rate Weighted average exercise price (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price Expected volatility range (%), minimum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum Expected volatility range (%), maximum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum Risk-free interest rate (%), minimum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum Risk-free interest rate (%), maximum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum Expected life of share options range (years) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Schedule of Income before Income Taxes Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Schedule of Provision for Income Taxes Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Reconciliation of Income before Income Taxes and Total Provision for Income Taxes Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Schedule of Unrecognized Tax Benefits Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Summary of Tax Years Open by Major Tax Jurisdiction Summary Of Tax Years Open By Major Tax Jurisdiction [Table Text Block] Summary Of Tax Years Open By Major Tax Jurisdiction [Table Text Block] Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Earnings per share Earnings Per Share [Text Block] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Concentration Risk Type [Axis] Concentration Risk Type [Axis] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Geographic Concentration Risk Geographic Concentration Risk [Member] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Revenue from Contract with Customer Revenue from Contract with Customer [Member] Geographical Geographical [Axis] Geographical Geographical [Domain] Top five countries Top Five Countries [Member] Top Five Countries [Member] United States U.K. Germany GERMANY Italy ITALY France FRANCE Rest of Europe Rest Of Europe [Member] Rest Of Europe [Member] Asia Pacific Asia Pacific [Member] Other Other Geographic Region [Member] Other Geographic Region [Member] Revenues from External Customers and Long-Lived Assets [Line Items] Revenues from External Customers and Long-Lived Assets [Line Items] Net sales, percent Concentration Risk, Percentage Property, plant and equipment, net Basic earnings: Net Income (Loss) Available to Common Stockholders, Basic [Abstract] Weighted average number of £0.50 ordinary shares: For basic earnings per share (shares) Dilutive effect of potential common stock (shares) Weighted Average Number Diluted Shares Outstanding Adjustment For diluted earnings per share (shares) Earnings per share using weighted average number of ordinary shares outstanding: Basic earnings per ordinary share (usd per share) Diluted earnings per ordinary share (usd per share) Customer relationships Accumulated amortization Finite-Lived Intangible Assets, Accumulated Amortization Net Finite-Lived Intangible Assets, Net Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Subsequent Event Subsequent Event [Member] Dividends paid Payments of Dividends Common Stock, dividends, cash paid per share Common Stock, Dividends, Per Share, Cash Paid Gross profit Operating (loss) / income Earnings per ordinary share Earnings Per Share, Basic and Diluted [Abstract] Number of shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Beginning balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Granted during the year (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Exercised during the year (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Accrued dividend awards (in shares) Share-based Compensation Arrangement By Share-based Payment Award, Options, Accrued Dividend Awards Share-based Compensation Arrangement By Share-based Payment Award, Options, Accrued Dividend Awards Lapsed during the year (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period Ending balance (in shares) Options exercisable at December 31, 2018 (in shares) Options expected to vest as of December 31, 2018 (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Weighted- average exercise price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Beginning balance (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Granted during the year (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Exercised during the year (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Accrued dividend awards (in USD per share) Share-based Compensation Arrangements By Share-based Payment Award, Options, Accrued Dividend Awards, Weighted Average Exercise Price Share-based Compensation Arrangements By Share-based Payment Award, Options, Accrued Dividend Awards, Weighted Average Exercise Price Lapsed during the year (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price Ending balance (in USD per share) Options exercisable at December 31, 2018 (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Options expected to vest as of December 31, 2018 (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price Weighted- average remaining contractual life (years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Options exercisable, weighted-average remaining contractual life Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Options expected to vest, weighted-average remaining contractual life Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term Aggregate intrinsic value ($M) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Options exercisable, aggregate intrinsic value Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Options expected to vest, aggregate intrinsic value Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value Current assets Assets, Current [Abstract] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Accounts and other receivables, net of allowances of $1.3 and $2.4 respectively Inventories Other current assets Total current assets Assets, Current Non-current assets Assets, Noncurrent [Abstract] Goodwill Intangibles, net Intangible Assets, Net (Excluding Goodwill) Deferred tax assets Deferred Income Tax Assets, Net Investments and loans to joint ventures and other affiliates Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures Total assets Current liabilities Liabilities, Current [Abstract] Current maturities of long-term debt and short-term borrowings Accounts payable Accounts Payable, Current Accrued liabilities Accrued Liabilities, Current Taxes on income Taxes Payable, Current Other current liabilities Total current liabilities Liabilities, Current Non-current liabilities Liabilities, Noncurrent [Abstract] Pensions and other retirement benefits Liability, Defined Benefit Plan, Noncurrent Deferred tax liabilities Deferred Income Tax Liabilities, Net Other non-current liabilities Total liabilities Liabilities Shareholders' equity Common stock Common Stock, Value, Issued Additional paid-in capital Additional Paid in Capital Treasury shares Own shares held by ESOP Unearned ESOP Shares Retained earnings Retained Earnings (Accumulated Deficit) Accumulated other comprehensive loss Accumulated Other Comprehensive Income (Loss), Net of Tax Total shareholders' equity Total liabilities and shareholders' equity Liabilities and Equity Revenue, performance obligation satisfied over time, percentage (less than) Revenue, Performance Obligation Satisfied Over Time, Percentage Revenue, Performance Obligation Satisfied Over Time, Percentage Contract assets Contract with Customer, Asset, Net Contract assets reclassified to receivable Contract with Customer, Asset, Reclassified to Receivable Contract liabilities Contract with Customer, Liability Ordinary shares, value, authorized Common Stock, Value, Authorized Common Stock, Value, Authorized Ordinary shares, value, issued Foreign currency exchange translation rate Foreign Currency Exchange Rate, Translation Stock Issued During Period, Shares, New Issues Stock Issued During Period, Shares, New Issues Accumulated Other Comprehensive Loss Comprehensive Income (Loss) Note [Text Block] Schedule of Debt Schedule of Debt [Table Text Block] Schedule of Maturities of Company's Debt Schedule of Maturities of Long-term Debt [Table Text Block] Common stock Common Stock [Member] Additional paid-in capital Additional Paid-in Capital [Member] Treasury shares Treasury Stock [Member] Retained earnings Retained Earnings [Member] Accumulated other comprehensive loss Beginning balance (in shares) Shares, Outstanding Other comprehensive income (loss), net of tax Dividends declared and paid Dividends, Common Stock Share based compensation Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition Arising from issue of share capital Arising from issue of share capital (in shares) Common shares repurchased and classified as treasury shares (in shares) Common shares repurchased and classified as treasury shares Treasury Stock, Value, Acquired, Cost Method Purchase of shares from ESOP Stock Issued During Period, Value, Employee Stock Ownership Plan Utilization of treasury shares to satisfy share based compensation Stock Issued During Period, Value, Treasury Stock Reissued To Satisfy Share Based Compensation Stock Issued During Period, Value, Treasury Stock Reissued To Satisfy Share Based Compensation Utilization of treasury shares to satisfy share based compensation (in shares) Stock Issued During Period, Shares, Treasury Stock Reissued to Satisfy Share Based Compensation Stock Issued During Period, Shares, Treasury Stock Reissued to Satisfy Share Based Compensation Cancellation of deferred shares Stock Repurchased and Retired During Period, Value Shares sold from ESOP Shares sold from ESOP (in shares) New shares issued Stock Issued During Period, Shares, Employee Stock Ownership Plan Utilization of shares from ESOP to satisfy share based compensation Utilization of shares from ESOP to satisfy share based compensation (in shares) Stock Issued During Period, Shares, Shares From Employee Stock Ownership Plan To Satisfy Share Based Compensation Stock Issued During Period, Shares, Shares From Employee Stock Ownership Plan To Satisfy Share Based Compensation Ending balance (in shares) Segmental Information Segment Reporting Disclosure [Text Block] Income Statement Location [Axis] Income Statement Location [Axis] Income Statement Location [Domain] Income Statement Location [Domain] Restructuring Charges Restructuring Charges [Member] Impairment Charges Impairment Charges [Member] Impairment Charges [Member] Tangible asset impairment charges Tangible Asset Impairment Charges Number of properties to be disposed Disposal Group, Including Discontinued Operation, Property, Plant And Equipment, Number Of Properties Disposal Group, Including Discontinued Operation, Property, Plant And Equipment, Number Of Properties Amount of property disposed Impairment of assets held-for-sale Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down Impairment of buildings to be disposed of Cover page. Document Type Document Type Document Annual Report Document Annual Report Document Period End Date Document Period End Date Document Transition Report Document Transition Report Entity File Number Entity File Number Entity Registrant Name Entity Registrant Name Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Entity Tax Identification Number Entity Tax Identification Number Entity Address, Address Line One Entity Address, Address Line One Entity Address, City or Town Entity Address, City or Town Entity Address, Country Entity Address, Country Entity Address, Postal Zip Code Entity Address, Postal Zip Code Country Region Country Region City Area Code City Area Code Local Phone Number Local Phone Number Title of 12(b) Security Title of 12(b) Security Trading Symbol Trading Symbol Security Exchange Name Security Exchange Name Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Voluntary Filers Entity Current Reporting Status Entity Current Reporting Status Entity Interactive Data Current Entity Interactive Data Current Entity Filer Category Entity Filer Category Entity Small Business Entity Small Business Entity Emerging Growth Company Entity Emerging Growth Company Entity Shell Company Entity Shell Company Entity Public Float Entity Public Float Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Amendment Flag Amendment Flag Supplementary balance sheet information Supplemental Balance Sheet Disclosures [Text Block] Payments to Acquire Businesses, Net of Cash Acquired [Abstract] Payments to Acquire Businesses, Net of Cash Acquired [Abstract] Consideration paid Payments to Acquire Businesses, Gross Proceeds from sale of businesses and other Cash acquired Cash Acquired from Acquisition Net cash flows on purchase of business Payments to Acquire Businesses, Net of Cash Acquired Deferred consideration paid Payment For Deferred Consideration, Financing Activates Payment For Deferred Consideration, Financing Activates Schedule of Segment Reporting Information, by Segment Schedule of Segment Reporting Information, by Segment [Table Text Block] Reconciliation of Operating Profit (Loss) from Segments to Consolidated Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] Revenue from External Customers and Long-term Assets by Geographic Areas Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] Derivative [Table] Derivative [Table] Hedging Designation [Axis] Hedging Designation [Axis] Hedging Designation [Domain] Hedging Designation [Domain] Designated as Hedging Instrument Designated as Hedging Instrument [Member] Euros Canadian dollars Canada, Dollars Czech koruna Czech Republic, Koruny Japan, Yen Japan, Yen Derivative Instrument [Axis] Derivative Instrument [Axis] Derivative Contract [Domain] Derivative Contract [Domain] Sales hedges Foreign Exchange Forward, Sales Hedges [Member] Foreign Exchange Forward, Sales Hedges [Member] Purchase hedges Foreign Exchange Forward, Purchase Hedges [Member] Foreign Exchange Forward, Purchase Hedges [Member] Derivative [Line Items] Derivative [Line Items] Contract totals/£m Derivative, Notional Amount1 Derivative, Notional Amount1 Exchange rates Derivative, Forward Exchange Rate Contract With Customer, Asset (Liability) [Roll Forward] Contract With Customer, Liability [Roll Forward] Contract with Customer, Liability [Roll Forward] Beginning balance Payments received / amounts billed Contract With Customer, Liability, Increase From Payments Received And Amounts Billed Over Costs Incurred Contract With Customer, Liability, Increase From Payments Received And Amounts Billed Over Costs Incurred Costs incurred / revenue recognized Contract With Customer, Liability, Costs Incurred And Revenue Recognized Contract With Customer, Liability, Costs Incurred And Revenue Recognized Ending balance Fair Value Measurements, Recurring and Nonrecurring [Table] Fair Value Measurements, Recurring and Nonrecurring [Table] Foreign currency contract Foreign Exchange Forward [Member] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Level 1 Fair Value, Inputs, Level 1 [Member] Level 2 Fair Value, Inputs, Level 2 [Member] Level 3 Fair Value, Inputs, Level 3 [Member] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Foreign currency contract assets Derivative Asset Interest bearing loans and borrowings Debt Instrument, Fair Value Disclosure Deferred contingent consideration Business Combination, Contingent Consideration, Liability Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Restructuring Type [Axis] Restructuring Type [Axis] Type of Restructuring [Domain] Type of Restructuring [Domain] Severance and related costs Employee Severance [Member] Asset impairment Asset Impairment [Member] Asset Impairment [Member] Other Other Restructuring [Member] Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Total restructuring charges Deferred Tax Assets, Net [Abstract] Deferred Tax Assets, Net [Abstract] Deferred tax assets Deferred tax liabilities Net deferred tax assets Deferred Tax Assets, Net Deferred tax assets Deferred Tax Assets, Net of Valuation Allowance [Abstract] Pension benefits Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Pensions Tax loss and credit carry forwards Deferred Tax Assets, Operationg Loss Carryforward And Tax Credit Carryforward Deferred Tax Assets, Operationg Loss Carryforward And Tax Credit Carryforward Other Deferred Tax Assets, Other Total deferred tax assets Deferred Tax Assets, Gross Valuation allowances Deferred Tax Assets, Valuation Allowance Deferred tax assets, net of valuation allowances Deferred Tax Assets, Net of Valuation Allowance Deferred tax liabilities Deferred Tax Liabilities, Gross [Abstract] Property, plant and equipment Deferred Tax Liabilities, Property, Plant and Equipment Total deferred tax liabilities Deferred Tax Liabilities, Gross Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Legal Entity [Axis] Legal Entity [Axis] Entity [Domain] Entity [Domain] Counterparty Name [Axis] Counterparty Name [Axis] Counterparty Name [Domain] Counterparty Name [Domain] Cherokee Properties Inc. Cherokee Properties Inc. [Member] Cherokee Properties Inc. [Member] Related Party [Axis] Related Party [Axis] Related Party [Domain] Related Party [Domain] Equity Method Investee Equity Method Investee [Member] Executive Leadership Team Executive Leadership Team [Member] Executive Leadership Team [Member] President President [Member] Related Party Transaction [Line Items] Related Party Transaction [Line Items] Equity method investment, ownership percentage Sales to related parties Revenue from Related Parties Accounts receivable, related parties Accounts Receivable, Related Parties Related party transaction, net amounts receivable Related Party Transaction, Due from (to) Related Party Related party transaction, amounts of transaction Related Party Transaction, Amounts of Transaction Percentage of share capital acquired Business Acquisition, Percentage of Voting Interests Acquired Interest income from related party Interest Income, Related Party Number of common stock owned by related parties (in shares) Number Of Common Stock Owned By Related Parties Number Of Common Stock Owned By Related Parties Number of awards held by related parties (in shares) Number Of Awards Held By Related Parties Number Of Awards Held By Related Parties Related party transaction, amounts of transaction Related Party Transaction, Expenses from Transactions with Related Party Derivatives and Financial Instruments Derivatives and Fair Value [Text Block] Bank and other loans Bank And Other Loans [Member] Bank And Other Loans [Member] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Accounts and Other Receivables Accounts Receivable [Member] LME derivative contract London Metal Exchange Derivative [Member] London Metal Exchange Derivative [Member] Derivative financial assets Derivative financial liabilities Derivative Liability Derivative loss deferred in equity Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax Derivative (loss) gain transferred to consolidated income statement Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax Primary aluminum purchased during period, mass Primary Aluminum Purchased During Period, Mass Primary Aluminum Purchased During Period, Mass Increase In cost per $100 increase of commodity price Increase In Cost Per $100 Increase Of Commodity Price Increase In Cost Per $100 Increase Of Commodity Price Long-term debt outstanding Variable interest rate debt Long-term Debt, Percentage Bearing Variable Interest, Amount Schedule of Intangible Assets and Goodwill Schedule of Intangible Assets and Goodwill [Table Text Block] Schedule of Investments in Affiliates Equity Method Investments [Table Text Block] Schedule of Property, Plant and Equipment Useful Life Property, Plant and Equipment [Table Text Block] Gas Cylinders and Elektron Segments Gas Cylinders and Elektron Segments [Member] Gas Cylinders and Elektron Segments [Member] Restructuring costs Restructuring Costs Asset write down and one time employee benefits Asset Write Down and One Time Employee Benefits Asset Write Down and One Time Employee Benefits Other restructuring costs Other Restructuring Costs Other Charges Other Operating Income and Expense [Text Block] Contract receivables Contract Receivables Contract Receivables Contract liabilities Defined Benefit Plan, Plan Assets, Category [Axis] Defined Benefit Plan, Plan Assets, Category [Axis] Defined Benefit Plan, Plan Assets, Category [Domain] Defined Benefit Plan, Plan Assets, Category [Domain] Equities and growth funds Equities And Growth Funds [Member] Equities And Growth Funds [Member] Government bonds Debt Security, Government, Non-US [Member] Corporate bonds Corporate Bond Securities [Member] Cash Defined Benefit Plan, Cash and Cash Equivalents [Member] Fair value of plan assets Pension Plans Pension and Other Postretirement Benefits Disclosure [Text Block] Statement of Cash Flows [Abstract] Operating activities Net Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile net income to net cash provided by (used for) operating activities Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Equity income of unconsolidated affiliates Amortization of purchased intangible assets Amortization of debt issuance costs Amortization of Debt Issuance Costs Share-based compensation charge Share-based Compensation Deferred income taxes Loss on disposal of property, plant and equipment Gain (Loss) on Disposition of Property Plant Equipment Gain on disposal of business Gain (Loss) on Disposition of Business Asset impairment charges Other Asset Impairment Charges Pension and other post-retirement expense Pension and Other Postretirement Benefits Expense (Reversal of Expense), Noncash Defined benefit pension contributions Payment for Pension Benefits Changes in assets and liabilities, net of effects of business acquisitions Increase (Decrease) in Operating Capital [Abstract] Accounts and notes receivable Increase (Decrease) in Receivables Inventories Increase (Decrease) in Inventories Other current assets Increase (Decrease) in Other Current Assets Accounts payable Increase (Decrease) in Accounts Payable Accrued liabilities Increase (Decrease) in Accrued Liabilities Other current liabilities Increase (Decrease) in Other Current Liabilities Other non-current assets and liabilities Increase (Decrease) in Other Noncurrent Assets and Liabilities, Net Net cash provided by operating activities Net Cash Provided by (Used in) Operating Activities Investing activities Net Cash Provided by (Used in) Investing Activities [Abstract] Capital expenditures Payments to Acquire Property, Plant, and Equipment Proceeds from sale of property, plant and equipment Proceeds from Sale of Property, Plant, and Equipment Investments in unconsolidated affiliates Payments to Acquire Equity Method Investments Acquisitions, net of cash acquired Net cash used for investing activities Net Cash Provided by (Used in) Investing Activities Financing activities Net Cash Provided by (Used in) Financing Activities [Abstract] Net (repayments) / drawdowns of short term borrowings Proceeds from (Repayments of) Short-term Debt Net drawdowns / (repayments) of long-term borrowings Proceeds from (Repayments of) Long-term Debt and Capital Securities Debt issuance costs Payments of Debt Issuance Costs Deferred consideration paid Proceeds from sale of shares Proceeds from Issuance of Common Stock Dividends paid Share based compensation cash paid Payments Related to Tax Withholding for Share-based Compensation Net cash used for financing activities Net Cash Provided by (Used in) Financing Activities Effect of exchange rate changes on cash and cash equivalents Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Net (decrease) / increase Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Cash, cash equivalents and restricted cash; beginning of year Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash, cash equivalents and restricted cash; end of year Supplemental cash flow information: Supplemental Cash Flow Information [Abstract] Interest payments Interest Paid, Excluding Capitalized Interest, Operating Activities Income tax payments Income Taxes Paid Restructuring Reserve [Roll Forward] Restructuring Reserve [Roll Forward] Beginning balance Restructuring Reserve, Current Costs incurred Restructuring and Related Cost, Incurred Cost Cash payments and other Payments for Restructuring Ending balance Gas Transport Leasing LLC Gas Transport Leasing LLC [Member] Gas Transport Leasing LLC [Member] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] ESM Group Inc. ESM Group Inc. [Member] ESM Group Inc. [Member] Land and Building Land and Building [Member] Reimbursement of costs Business Combination Acquisition Reimbursement of Costs Business Combination Reimbursement of Costs Remeasurement of deferred contingent consideration Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset Percentage of equity interest acquired Consideration of disposal Disposal Group, Including Discontinued Operation, Consideration Amount of debt instrument forgiveness Debt Instrument, Decrease, Forgiveness Fair value of net assets of acquiree Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value Fair value of net assets acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Cash acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Inventory acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory Accounts and other receivables acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Property, plant, and equipment acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment Accounts payable assumed from acquisition Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable Intangible assets acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill Equity investments fair value Equity Method Investments, Fair Value Disclosure Revenue of acquiree since acquisition date Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual Consideration paid Consideration deferred Business Combination, Consideration Transferred, Liabilities Incurred Business combination, escrow deposit Business Combination, Escrow Deposit Business Combination, Escrow Deposit Bargain purchase, gain recognized Business Combination, Bargain Purchase, Gain Recognized, Amount Liabilities assumed form acquisition Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Provisions for disbursement of environmental liabilities Loss Contingency Accrual, Provision Business combination, contingent consideration deferred Remeasurement of deferred consideration (recognized in acquisition-related costs) Business combination, contingent consideration, liability, deferred, net Business combination, undiscounted future payment, current Business Combination, Undiscounted Future Payment, Current Business Combination, Undiscounted Future Payment, Current Maximum undiscounted amount payable Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High Pension and post-retirement actuarial gains / (losses), tax Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax Cash flow hedges, tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax Reconciliations of Plan Benefit Obligation, Fair Value of Plan Assets and Funded Status of Pension Plans Schedule of Defined Benefit Plans Disclosures [Table Text Block] Schedule of Net Benefit Costs Schedule of Net Benefit Costs [Table Text Block] Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] Schedule of Assumptions Used Schedule of Assumptions Used [Table Text Block] Schedule of Allocation of Plan Assets Schedule of Allocation of Plan Assets [Table Text Block] Schedule of Expected Benefit Payments Schedule of Expected Benefit Payments [Table Text Block] Summary of Lease Expense Lease, Cost [Table Text Block] Maturities of Lease Liabilities Lessee, Operating Lease, Liability, Maturity [Table Text Block] Schedule of Derivative Instruments Schedule of Derivative Instruments [Table Text Block] Schedule of fair values of the financial instruments Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] Schedule of changes in Level 3 instruments Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] Selected Quarterly Data (unaudited) Quarterly Financial Information [Text Block] Schedule of Accumulated Other Comprehensive Loss Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Condensed Balance Sheet Condensed Balance Sheet [Table Text Block] Schedule of Current Held-for-Sale Assets and Liabilities Selling, General and Administrative Expenses Selling, General and Administrative Expenses [Member] Net benefit obligations Defined benefit pension charge (credit) Actuarial loss recognized due to curtailment 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