|
England and Wales
|
| |
6799
|
| |
Not Applicable
|
|
|
(Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Tadashi Okamoto, Esq.
Michael S. Lee, Esq. Jennifer Cheng, Esq. Reed Smith LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 521-5400 |
| |
Michael J. Aiello
Matthew J. Gilroy Amanda Fenster Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 |
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| | | | |
| | |
No Redemption
Scenario(1) |
| |
Contractual
Maximum Redemption Scenario(2) |
| ||||||
| | |
(millions of dollars or shares, unless per
share numbers or otherwise indicated; totals may not add due to rounding) |
| |||||||||
Trust Account
|
| | | $ | 606 | | | | | $ | 409 | | |
Churchill Transaction Expenses (excluding deferred underwriting commissions)(3)
|
| | | $ | 25.2 | | | | | $ | 25.2 | | |
Estimated deferred underwriting commissions(4)
|
| | | $ | 14.0 | | | | | $ | 14.0 | | |
Churchill Transaction Expenses(5)
|
| | | $ | 39.2 | | | | | $ | 39.2 | | |
Net cash proceeds to Post-Combination Company
|
| | |
$
|
547
|
| | | |
$
|
350
|
| |
Total Churchill Warrants
|
| | | | 41.6 | | | | | | 41.6 | | |
Trading price per Churchill Public Warrant (as of record date)
|
| | | $ | [•] | | | | | $ | [•] | | |
Shares of Churchill Class A Common Stock
|
| | | | 58.0 | | | | | | 39.1 | | |
Founder Shares (excluding Founder Shares that convert into unvested securities in the Business Combination)
|
| | | | 7.4 | | | | | | 6.3 | | |
Net cash per share
|
| | |
$
|
[•]
|
| | | |
$
|
[•]
|
| |
Founder Shares (including Founder Shares that convert into
unvested securities in the Business Combination)(6) |
| | | | 19.5 | | | | | | 17.2 | | |
Net cash per share
|
| | |
$
|
[•]
|
| | | |
$
|
[•]
|
| |
Name of Person
|
| |
Founder Shares
|
| |
Private Placement
Warrants |
| ||||||
Andrew Frankle
|
| | | | 146,100 | | | | | | 138,500 | | |
Bonnie Jonas
|
| | | | 292,100 | | | | | | 277,000 | | |
Mark Klein
|
| | | | 292,100 | | | | | | 277,000 | | |
Karen G. Mills
|
| | | | 389,500 | | | | | | 369,300 | | |
Stephen Murphy
|
| | | | 146,100 | | | | | | 138,500 | | |
Alan M. Schrager
|
| | | | 159,294 | | | | | | 151,044 | | |
Jay Taragin
|
| | | | 29,500 | | | | | | 18,500 | | |
Name
|
| |
Age
|
| |
Title
|
|
Simon Orange | | | 56 | | | Executive Chairman | |
David Martin | | | 59 | | | Chief Executive Officer and Director | |
Nicholas Cattell | | | 49 | | | Chief Financial Officer | |
Stephen Scott | | | 45 | | | Chief Operating Officer | |
Stuart Kissen | | | 39 | | | Head of Acquisitions and Director | |
Michael Klein | | | 60 | | | Director | |
[•] | | | [•] | | | [•] | |
Name of Person
|
| |
Founder Shares
|
| |
Private
Placement Warrants |
| ||||||
Andrew Frankle
|
| | | | 146,100 | | | | | | 138,500 | | |
Bonnie Jonas
|
| | | | 292,100 | | | | | | 277,000 | | |
Mark Klein
|
| | | | 292,100 | | | | | | 277,000 | | |
Karen G. Mills
|
| | | | 389,500 | | | | | | 369,300 | | |
Stephen Murphy
|
| | | | 146,100 | | | | | | 138,500 | | |
Alan M. Schrager
|
| | | | 159,294 | | | | | | 151,044 | | |
Jay Taragin
|
| | | | 29,500 | | | | | | 18,500 | | |
Holders
|
| |
No
Redemption Scenario(1) |
| |
% of
Total |
| |
Contractual
Maximum Redemption Scenario(2) |
| |
% of
Total |
| ||||||||||||
| | |
(millions of shares, except as otherwise indicated)
|
| |||||||||||||||||||||
Churchill Class A Stockholder Consideration – Churchill Public Stockholders(3)
|
| | | | 58.0 | | | | | | 38.2% | | | | | | 39.1 | | | | | | 25.6% | | |
Closing Seller Share Consideration – CorpAcq Shareholders(4)
|
| | | | 59.2 | | | | | | 39.0% | | | | | | 80.1 | | | | | | 52.5% | | |
Incremental Earnout Shares – CorpAcq Shareholders(5)
|
| | | | 0.0 | | | | | | 0.0% | | | | | | 1.1 | | | | | | 0.7% | | |
Base Earnout Shares – CorpAcq Shareholders(6)
|
| | | | 15.0 | | | | | | 9.9% | | | | | | 15.0 | | | | | | 9.8% | | |
Total Post-Combination Company Ordinary Shares – CorpAcq Shareholders(7)
|
| | | | 74.2 | | | | | | 48.9% | | | | | | 96.2 | | | | | | 63.1% | | |
Total Post-Combination Company Ordinary Shares
|
| | | | 132.2 | | | | | | 87.1% | | | | | | 135.4 | | | | | | 88.7% | | |
Exchangeable Units – Sponsor (other than Vesting Shares)
|
| | | | 7.4 | | | | | | 4.9% | | | | | | 6.3 | | | | | | 4.1% | | |
Base Vesting Shares – Sponsor
|
| | | | 7.4 | | | | | | 4.9% | | | | | | 6.3 | | | | | | 4.1% | | |
Earnout Vesting Shares – Sponsor
|
| | | | 4.7 | | | | | | 3.1% | | | | | | 4.7 | | | | | | 3.1% | | |
Total Exchangeable Units – Sponsor(8)
|
| | | | 19.5 | | | | | | 12.9% | | | | | | 17.2 | | | | | | 11.3% | | |
Total Post-Combination Company Ordinary Shares and Post-Combination Company B Shares
|
| | |
|
151.7
|
| | | |
|
100%
|
| | | |
|
152.6
|
| | | |
|
100%
|
| |
Additional Dilution Sources(9)(10)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Post-Combination Company Class C-1 Shares / Post-Combination Company Public Warrants(9)(10)
|
| | | | 27.6 | | | | | | 15.4% | | | | | | 27.6 | | | | | | 15.3% | | |
Post-Combination Company Class C-2 Shares / Post-Combination Company Private Placement Warrants(9)(11)
|
| | | | 29.0 | | | | | | 17.4% | | | | | | 29.0 | | | | | | 17.4% | | |
Total Post-Combination Company Class C Shares / Post Combination Company Warrants
|
| | | | 56.6 | | | | | | 27.2% | | | | | | 56.6 | | | | | | 27.1% | | |
Non Employee Plan(9)(12)
|
| | | | 1.0 | | | | | | 0.7% | | | | | | 1.0 | | | | | | 0.7% | | |
Omnibus Incentive Plan(9)(13)
|
| | | | 15.2 | | | | | | 9.1% | | | | | | 15.3 | | | | | | 9.1% | | |
Equity Plans(9)(14)
|
| | | | 16.2 | | | | | | 9.6% | | | | | | 16.3 | | | | | | 9.6% | | |
Total Additional Dilution Sources(9)(15)
|
| | | | 72.8 | | | | | | 32.4% | | | | | | 72.9 | | | | | | 32.3% | | |
Effective Outstanding Deferred Discount ($ in millions)(16)
|
| | | | 17.9 | | | | | | 1.2% | | | | | | 17.9 | | | | | | 1.2% | | |
| | |
Revenue Growth
|
| |
EBITDA Growth
|
| |
EBITDA Margin
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
19 – 22
CAGR |
| |
2022
|
| |
2023
|
| |
19 – 22
CAGR |
| |
2022
|
| |
2023
|
| |
20 – 22
Avg |
| |
2022
|
| |
LTM
|
| |
2023
|
| ||||||||||||||||||||||||||||||
Compounders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Addtech AB (publ.)
|
| | | | 16.8% | | | | | | 33.1% | | | | | | 16.9% | | | | | | 24.7% | | | | | | 36.4% | | | | | | 30.6% | | | | | | 12.9% | | | | | | 13.3% | | | | | | 14.1% | | | | | | 14.9% | | |
Beijer Alma AB (publ)
|
| | | | 8.3% | | | | | | 28.1% | | | | | | 16.8% | | | | | | 10.0% | | | | | | 13.2% | | | | | | 27.3% | | | | | | 17.5% | | | | | | 16.9% | | | | | | 16.4% | | | | | | 18.5% | | |
Diploma PLC
|
| | | | 23.0% | | | | | | 30.3% | | | | | | 20.4% | | | | | | 30.6% | | | | | | 34.9% | | | | | | 20.3% | | | | | | 23.5% | | | | | | 20.8% | | | | | | 27.9% | | | | | | 21.4% | | |
Lifco AB (publ)
|
| | | | 15.9% | | | | | | 23.3% | | | | | | 11.0% | | | | | | 22.1% | | | | | | 24.8% | | | | | | 19.2% | | | | | | 22.2% | | | | | | 22.9% | | | | | | 23.9% | | | | | | 24.5% | | |
Indutrade AB (publ)
|
| | | | 13.6% | | | | | | 24.4% | | | | | | 16.0% | | | | | | 19.5% | | | | | | 22.9% | | | | | | 25.9% | | | | | | 15.7% | | | | | | 16.1% | | | | | | 16.0% | | | | | | 17.5% | | |
Mean
|
| | | | 15.5% | | | | | | 27.8% | | | | | | 16.2% | | | | | | 21.4% | | | | | | 26.4% | | | | | | 24.7% | | | | | | 18.4% | | | | | | 18.0% | | | | | | 19.7% | | | | | | 19.4% | | |
Median
|
| | | | 15.9% | | | | | | 28.1% | | | | | | 16.8% | | | | | | 22.1% | | | | | | 24.8% | | | | | | 25.9% | | | | | | 17.5% | | | | | | 16.9% | | | | | | 16.4% | | | | | | 18.5% | | |
Industrials | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Donaldson Company, Inc.
|
| | | | 5.1% | | | | | | 10.2% | | | | | | 2.4% | | | | | | 5.0% | | | | | | 12.3% | | | | | | 3.0% | | | | | | 17.1% | | | | | | 17.0% | | | | | | 17.7% | | | | | | 17.3% | | |
Johnson Controls International
plc |
| | | | 1.8% | | | | | | 5.4% | | | | | | 7.5% | | | | | | 3.7% | | | | | | -14.9% | | | | | | 16.0% | | | | | | 14.6% | | | | | | 12.4% | | | | | | 14.7% | | | | | | 15.6% | | |
Fortive Corporation
|
| | | | 8.5% | | | | | | 10.9% | | | | | | 4.6% | | | | | | 16.8% | | | | | | 21.8% | | | | | | 11.3% | | | | | | 23.1% | | | | | | 25.6% | | | | | | 26.0% | | | | | | 27.2% | | |
IDEX Corporation
|
| | | | 8.4% | | | | | | 15.1% | | | | | | 5.8% | | | | | | 9.2% | | | | | | 15.5% | | | | | | 5.6% | | | | | | 27.3% | | | | | | 27.8% | | | | | | 27.7% | | | | | | 27.7% | | |
| | |
Revenue Growth
|
| |
EBITDA Growth
|
| |
EBITDA Margin
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
19 – 22
CAGR |
| |
2022
|
| |
2023
|
| |
19 – 22
CAGR |
| |
2022
|
| |
2023
|
| |
20 – 22
Avg |
| |
2022
|
| |
LTM
|
| |
2023
|
| ||||||||||||||||||||||||||||||
Ingersoll Rand Inc.
|
| | | | 43.1% | | | | | | 14.8% | | | | | | 12.2% | | | | | | 35.7% | | | | | | 22.7% | | | | | | 18.2% | | | | | | 21.8% | | | | | | 22.9% | | | | | | 23.5% | | | | | | 24.1% | | |
Mean
|
| | | | 13.4% | | | | | | 11.3% | | | | | | 6.5% | | | | | | 14.1% | | | | | | 11.5% | | | | | | 10.8% | | | | | | 20.8% | | | | | | 21.1% | | | | | | 21.9% | | | | | | 22.4% | | |
Median
|
| | | | 8.4% | | | | | | 10.9% | | | | | | 5.8% | | | | | | 9.2% | | | | | | 15.5% | | | | | | 11.3% | | | | | | 21.8% | | | | | | 22.9% | | | | | | 23.5% | | | | | | 24.1% | | |
Mean – Aggregate
|
| | | | 14.5% | | | | | | 19.6% | | | | | | 11.4% | | | | | | 17.7% | | | | | | 19.0% | | | | | | 17.3% | | | | | | 19.6% | | | | | | 19.6% | | | | | | 20.8% | | | | | | 20.9% | | |
Median – Aggregate
|
| | | | 11.1% | | | | | | 19.2% | | | | | | 11.6% | | | | | | 18.2% | | | | | | 22.3% | | | | | | 18.7% | | | | | | 19.6% | | | | | | 18.9% | | | | | | 20.6% | | | | | | 19.9% | | |
CorpAcq
|
| | | | 10.3% | | | | | | 14.3% | | | | | | 15.1% | | | | | | 14.3% | | | | | | 8.9% | | | | | | 18.2% | | | | | | 15.2% | | | | | | 15.6% | | | | | | 15.1% | | | | | | 16.0% | | |
| | |
EBITA Margin
|
| |
EBITDA-CAPEX-△WC
Margin |
| ||||||||||||||||||||||||||||||
| | |
20 – 22
Avg |
| |
2022
|
| |
LTM
|
| |
2023
|
| |
2022
|
| |
2023
|
| ||||||||||||||||||
Compounders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Addtech AB (publ.)
|
| | | | 12.4% | | | | | | 12.9% | | | | | | 13.6% | | | | | | 14.5% | | | | | | 9.1% | | | | | | 12.9% | | |
Beijer Alma AB (publ)
|
| | | | 14.5% | | | | | | 14.4% | | | | | | 13.9% | | | | | | 15.9% | | | | | | 7.7% | | | | | | 11.4% | | |
Diploma PLC
|
| | | | 22.5% | | | | | | 19.7% | | | | | | 26.9% | | | | | | 20.4% | | | | | | 20.3% | | | | | | 16.9% | | |
Lifco AB (publ)
|
| | | | 20.9% | | | | | | 21.6% | | | | | | 22.6% | | | | | | 23.4% | | | | | | 20.0% | | | | | | 21.1% | | |
Indutrade AB (publ)
|
| | | | 14.4% | | | | | | 14.8% | | | | | | 14.8% | | | | | | 16.3% | | | | | | 10.2% | | | | | | 12.6% | | |
Mean
|
| | | | 17.0% | | | | | | 16.7% | | | | | | 18.3% | | | | | | 18.1% | | | | | | 13.5% | | | | | | 15.0% | | |
Median
|
| | | | 14.5% | | | | | | 14.8% | | | | | | 14.8% | | | | | | 16.3% | | | | | | 10.2% | | | | | | 12.9% | | |
Industrials | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Donaldson Company, Inc.
|
| | | | 13.9% | | | | | | 14.3% | | | | | | 15.1% | | | | | | 14.5% | | | | | | 11.8% | | | | | | 14.2% | | |
Johnson Controls International plc
|
| | | | 11.1% | | | | | | 10.9% | | | | | | 13.1% | | | | | | 14.0% | | | | | | 12.2% | | | | | | 13.2% | | |
Fortive Corporation
|
| | | | 15.2% | | | | | | 24.2% | | | | | | 24.6% | | | | | | 25.8% | | | | | | 23.6% | | | | | | 25.5% | | |
IDEX Corporation
|
| | | | 23.6% | | | | | | 27.0% | | | | | | 26.1% | | | | | | 26.1% | | | | | | 24.2% | | | | | | 24.8% | | |
Ingersoll Rand Inc.
|
| | | | 13.1% | | | | | | 20.7% | | | | | | 22.2% | | | | | | 22.7% | | | | | | 19.8% | | | | | | 20.8% | | |
Mean
|
| | | | 15.4% | | | | | | 19.4% | | | | | | 20.2% | | | | | | 20.6% | | | | | | 18.3% | | | | | | 19.7% | | |
Median
|
| | | | 13.9% | | | | | | 20.7% | | | | | | 22.2% | | | | | | 22.7% | | | | | | 19.8% | | | | | | 20.8% | | |
Mean – Aggregate
|
| | | | 16.2% | | | | | | 18.1% | | | | | | 19.3% | | | | | | 19.4% | | | | | | 15.9% | | | | | | 17.3% | | |
Median – Aggregate
|
| | | | 14.5% | | | | | | 17.3% | | | | | | 18.6% | | | | | | 18.4% | | | | | | 16.0% | | | | | | 15.5% | | |
CorpAcq
|
| | | | 10.3% | | | | | | 10.9% | | | | | | 10.8% | | | | | | 11.6% | | | | | | 9.4% | | | | | | 10.0% | | |
| | |
Enterprise Value as a Multiple of
|
| |||||||||||||||||||||||||||||||||||||||
| | |
LTM
EBITDA |
| |
2023
EBITDA |
| |
LTM
EBITA |
| |
2023
EBITA |
| |
2023 EBITDA-
CapEx-△WC |
| |
LTM
Revenue |
| |
2023
Revenue |
| |||||||||||||||||||||
Compounders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Addtech AB (publ.)
|
| | | | 19.2x | | | | | | 17.4x | | | | | | 21.6x | | | | | | 19.5x | | | | | | 21.9x | | | | | | 2.94x | | | | | | 2.82x | | |
Beijer Alma AB (publ)
|
| | | | 12.7x | | | | | | 10.6x | | | | | | 16.1x | | | | | | 13.2x | | | | | | 18.4x | | | | | | 2.23x | | | | | | 2.11x | | |
Diploma PLC
|
| | | | 13.1x | | | | | | 15.5x | | | | | | 14.8x | | | | | | 18.2x | | | | | | 26.5x | | | | | | 3.98x | | | | | | 3.72x | | |
Lifco AB (publ)
|
| | | | 18.2x | | | | | | 17.2x | | | | | | 20.1x | | | | | | 18.8x | | | | | | 20.8x | | | | | | 4.54x | | | | | | 4.39x | | |
Indutrade AB (publ)
|
| | | | 17.4x | | | | | | 15.4x | | | | | | 20.6x | | | | | | 17.9x | | | | | | 23.2x | | | | | | 3.04x | | | | | | 2.92x | | |
Mean
|
| | | | 16.1x | | | | | | 15.2x | | | | | | 18.6x | | | | | | 17.5x | | | | | | 22.2x | | | | | | 3.35x | | | | | | 3.19x | | |
Median
|
| | | | 17.4x | | | | | | 15.5x | | | | | | 20.1x | | | | | | 18.2x | | | | | | 21.9x | | | | | | 3.04x | | | | | | 2.92x | | |
Industrials | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Donaldson Company, Inc.
|
| | | | 13.4x | | | | | | 13.4x | | | | | | 15.7x | | | | | | 16.0x | | | | | | 2.1x | | | | | | 2.37x | | | | | | 2.32x | | |
Johnson Controls International plc
|
| | | | 14.7x | | | | | | 13.2x | | | | | | 16.4x | | | | | | 14.7x | | | | | | 14.2x | | | | | | 2.15x | | | | | | 2.05x | | |
Fortive Corporation
|
| | | | 19.5x | | | | | | 18.3x | | | | | | 20.6x | | | | | | 19.3x | | | | | | 7.7x | | | | | | 5.08x | | | | | | 4.98x | | |
IDEX Corporation
|
| | | | 19.7x | | | | | | 19.4x | | | | | | 20.9x | | | | | | 20.6x | | | | | | 4.6x | | | | | | 5.46x | | | | | | 5.40x | | |
Ingersoll Rand Inc.
|
| | | | 19.4x | | | | | | 17.7x | | | | | | 20.6x | | | | | | 18.8x | | | | | | 7.2x | | | | | | 4.57x | | | | | | 4.28x | | |
Mean
|
| | | | 17.3x | | | | | | 16.4x | | | | | | 18.8x | | | | | | 17.9x | | | | | | 7.1x | | | | | | 3.93x | | | | | | 3.80x | | |
Median
|
| | | | 19.4x | | | | | | 17.7x | | | | | | 20.6x | | | | | | 18.8x | | | | | | 7.2x | | | | | | 4.57x | | | | | | 4.28x | | |
Mean – Aggregate
|
| | | | 16.7x | | | | | | 15.8x | | | | | | 18.7x | | | | | | 17.7x | | | | | | 14.7x | | | | | | 3.64x | | | | | | 3.50x | | |
Median – Aggregate
|
| | | | 17.8x | | | | | | 16.4x | | | | | | 20.3x | | | | | | 18.5x | | | | | | 16.3x | | | | | | 3.51x | | | | | | 3.32x | | |
| | |
Year Ending
December 31, 2023 |
| |||
| | |
(£ in millions)
|
| |||
Revenue
|
| | | £ | 739 | | |
Adjusted EBITDA(1)
|
| | | £ | 118 | | |
Adjusted EBITDA less Capital Expenditures less Change in Net Working Capital(2)
|
| | | £ | 74 | | |
Name of Person
|
| |
Founder Shares
|
| |
Private Placement
Warrants |
| ||||||
Andrew Frankle
|
| | | | 146,100 | | | | | | 138,500 | | |
Bonnie Jonas
|
| | | | 292,100 | | | | | | 277,000 | | |
Mark Klein
|
| | | | 292,100 | | | | | | 277,000 | | |
Karen G. Mills
|
| | | | 389,500 | | | | | | 369,300 | | |
Stephen Murphy
|
| | | | 146,100 | | | | | | 138,500 | | |
Alan M. Schrager
|
| | | | 159,294 | | | | | | 151,044 | | |
Jay Taragin
|
| | | | 29,500 | | | | | | 18,500 | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
Trust Account(1)
|
| | | $ | 606.2 | | | |
Cash to Post-Combination Company
|
| | | $ | 128.6 | | |
CorpAcq Rollover(3)
|
| | | $ | 592.3 | | | |
CorpAcq Preferred Redemption Amount(4)
|
| | | $ | 207.2 | | |
| | | | | | | | |
Transaction Expenses(5)
|
| | | $ | 58.9 | | |
| | | | | | | | |
Closing Seller Cash Consideration
|
| | | $ | 211.5 | | |
| | | | | | | | |
CorpAcq Rollover(3)
|
| | | $ | 592.3 | | |
Total Sources
|
| | | $ | 1,198.5 | | | |
Total Uses
|
| | | $ | 1,198.5 | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
Trust Account(1)
|
| | | $ | 408.9 | | | |
Cash to Post-Combination Company
|
| | | $ | 128.6 | | |
CorpAcq Rollover(3)
|
| | | $ | 801.0 | | | |
CorpAcq Preferred Redemption Amount(4)
|
| | | $ | 207.2 | | |
| | | | | | | | |
Transaction Expenses(5)
|
| | | $ | 58.9 | | |
| | | | | | | | |
Closing Seller Cash Consideration
|
| | | $ | 14.2 | | |
| | | | | | | | |
CorpAcq Rollover(3)
|
| | | $ | 801.0 | | |
Total Sources
|
| | | $ | 1,210.0 | | | |
Total Uses
|
| | | $ | 1,210.0 | | |
Name
|
| |
Age
|
| |
Title
|
|
Michael Klein | | | 60 | | | Chief Executive Officer, President and Chairman of the Board of Directors | |
Jay Taragin | | | 57 | | | Chief Financial Officer | |
Andrew Frankle | | | 60 | | | Director | |
Bonnie Jonas | | | 54 | | | Director | |
Mark Klein | | | 61 | | | Director | |
Malcom S. McDermid | | | 44 | | | Director | |
Karen G. Mills | | | 70 | | | Director | |
Stephen Murphy | | | 60 | | | Director | |
Alan M. Schrager | | | 55 | | | Director | |
Name
|
| |
Age
|
| |
Title
|
|
Simon Orange | | | 56 | | | Executive Chairman | |
David Martin | | | 59 | | | Chief Executive Officer and Director | |
Nicholas Cattell | | | 49 | | | Chief Financial Officer | |
Stephen Scott | | | 45 | | | Chief Operating Officer | |
Stuart Kissen | | | 39 | | | Head of Acquisitions and Director | |
Michael Klein | | | 60 | | | Director | |
[•] | | | [•] | | | [•] | |
Name
|
| |
Age
|
| |
Title
|
|
Michael Klein | | |
60
|
| | Chief Executive Officer, President and Chairman of the Board of Directors | |
Jay Taragin | | |
57
|
| | Chief Financial Officer | |
Andrew Frankle | | |
60
|
| | Director | |
Bonnie Jonas | | |
54
|
| | Director | |
Mark Klein | | |
61
|
| | Director | |
Malcolm S. McDermid | | |
44
|
| | Director | |
Karen G. Mills | | |
70
|
| | Director | |
Stephen Murphy | | |
60
|
| | Director | |
Alan M. Schrager | | |
55
|
| | Director | |
| | |
Year ended
December 31, 2022 |
| |
Six months ended
June 30, |
| |
Change
|
| |||||||||||||||
(in thousands, unless noted otherwise)
|
| |
2023
|
| |
2022
|
| ||||||||||||||||||
Revenue
|
| | | £ | 633,222 | | | | | £ | 341,555 | | | | | £ | 305,754 | | | | | | +11.8% | | |
Adjusted EBITDA
|
| | | £ | 108,370 | | | | | £ | 60,570 | | | | | £ | 52,888 | | | | | | +14.5% | | |
Adjusted EBITDA margin
|
| | | | 17.1% | | | | | | 17.7% | | | | | | 17.3% | | | | | | +0.4% | | |
Adjusted EBITDA organic growth
|
| | | | 5.6% | | | | | | 10.7% | | | | | | — | | | | | | — | | |
(in thousands, except profit margin, Adjusted EBITDA margin,
Adjusted EBITDA organic growth and ROIC) |
| |
Six months ended
June 30, |
| |
Years ended
December 31, |
| ||||||||||||||||||
|
2023
|
| |
2022
|
| |
2022
|
| |
2021
|
| ||||||||||||||
Revenue | | | | £ | 341,555 | | | | | £ | 305,754 | | | | | £ | 633,222 | | | | | £ | 557,332 | | |
Net profit (loss)
|
| | | £ | (465) | | | | | £ | 2,659 | | | | | £ | (1,588) | | | | | £ | 5,051 | | |
Profit margin
|
| | | | -0.1% | | | | | | 0.9% | | | | | | -0.3% | | | | | | 0.9% | | |
Adjusted EBITDA
|
| | | £ | 60,570 | | | | | £ | 52,888 | | | | | £ | 108,370 | | | | | £ | 99,057 | | |
Adjusted EBITDA margin
|
| | | | 17.7% | | | | | | 17.3% | | | | | | 17.1% | | | | | | 17.8% | | |
Adjusted EBITDA organic growth
|
| | | | 10.7% | | | | | | n.m. | | | | | | 5.6% | | | | | | n.m. | | |
Return on Invested Capital (“ROIC”)(1)
|
| | | | 15.8% | | | | | | n.m. | | | | | | 15.4% | | | | | | 15.3% | | |
| | |
Six months ended
June 30, |
| | | | | | | | | | | | | |||||||||
(in thousands, except for percentages)
|
| |
2023
|
| |
2022
|
| |
£ Change
|
| |
% Change
|
| ||||||||||||
Revenue
|
| | | £ | 341,555 | | | | | | 305,754 | | | | | | 35,801 | | | | | | 11.7% | | |
Cost of sales
|
| | | | (214,015) | | | | | | (193,605) | | | | | | (20,410) | | | | | | 10.5% | | |
Gross profit
|
| | | £ | 127,540 | | | | | | 112,149 | | | | | | 15,391 | | | | | | 13.7% | | |
Selling and distribution expenses
|
| | | | (18,321) | | | | | | (17,374) | | | | | | (947) | | | | | | 5.5% | | |
General and administrative expenses
|
| | | | (73,522) | | | | | | (65,891) | | | | | | (7,631) | | | | | | 11.6% | | |
Other expenses, net
|
| | | | (1,836) | | | | | | (1,140) | | | | | | (696) | | | | | | 61.1% | | |
Operating profit
|
| | | £ | 33,861 | | | | | | 27,744 | | | | | | 6,117 | | | | | | 22.0% | | |
Finance expense
|
| | | | (31,256) | | | | | | (22,679) | | | | | | (8,577) | | | | | | 37.8% | | |
Finance income
|
| | | | 147 | | | | | | 23 | | | | | | 124 | | | | | | 539.1% | | |
Profit before income tax
|
| | | £ | 2,752 | | | | | | 5,088 | | | | | | (2,336) | | | | | | (45.9)% | | |
Income tax expense
|
| | | | (3,217) | | | | | | (2,429) | | | | | | (788) | | | | | | 32.4% | | |
Net profit (loss)
|
| | | £ | (465) | | | | | | 2,659 | | | | | | (3,124) | | | | | | (117.5)% | | |
| | |
Six months ended
June 30, |
| | | | | | | | | | | | | |||||||||
(in thousands, except for percentages)
|
| |
2023
|
| |
2022
|
| |
£ Change
|
| |
% Change
|
| ||||||||||||
Consumer Products
|
| | | £ | 56,946 | | | | | £ | 54,233 | | | | | £ | 2,713 | | | | | | 5.0% | | |
Industrial Products
|
| | | | 126,569 | | | | | | 110,192 | | | | | | 16,377 | | | | | | 14.9% | | |
Industrial Services
|
| | | | 150,923 | | | | | | 134,527 | | | | | | 16,396 | | | | | | 12.2% | | |
Other
|
| | | | 9,170 | | | | | | 8,462 | | | | | | 708 | | | | | | 8.4% | | |
Adjustments and Eliminations
|
| | | | (2,053) | | | | | | (1,660) | | | | | | (393) | | | | | | 23.7% | | |
Total Revenue
|
| | | £ | 341,555 | | | | | £ | 305,754 | | | | | £ | 35,801 | | | | | | 11.7% | | |
| | |
Period ended
June 30, |
| | | | | | | | | | | | | |||||||||
(in thousands, except for percentages)
|
| |
2023
|
| |
2022
|
| |
£ Change
|
| |
% Change
|
| ||||||||||||
Consumer Products
|
| | | £ | 7,866 | | | | | £ | 8,280 | | | | | £ | (414) | | | | | | (5.0)% | | |
Industrial Products
|
| | | | 20,721 | | | | | | 15,930 | | | | | | 4,791 | | | | | | 30.1% | | |
Industrial Services
|
| | | | 34,659 | | | | | | 31,636 | | | | | | 3,023 | | | | | | 9.6% | | |
Other
|
| | | | 1,496 | | | | | | 678 | | | | | | 818 | | | | | | 120.6% | | |
Adjustments, Eliminations, and Corporate Allocations(2)
|
| | | | (4,172) | | | | | | (3,636) | | | | | | (536) | | | | | | 14.7% | | |
Total Adjusted EBITDA(1)
|
| | |
£
|
60,570
|
| | | |
£
|
52,888
|
| | | |
£
|
7,682
|
| | | | | 14.5% | | |
| | |
Year ended
December 31, |
| | | | | | | | | | | | | | | | |||||||||
(in thousands, except for percentages)
|
| |
2022
|
| |
2021
|
| |
£ Change
|
| |
% Change
|
| | | | ||||||||||||
Revenue
|
| | | £ | 633,222 | | | | | | 557,332 | | | | | | 75,890 | | | | | | 13.6% | | | | | |
Cost of sales
|
| | | | (404,685) | | | | | | (356,015) | | | | | | (48,670) | | | | | | 13.7% | | | | | |
Gross Profit
|
| | | £ | 228,537 | | | | | | 201,317 | | | | | | 27,220 | | | | | | 13.5% | | | | | |
Selling and distribution expenses
|
| | | | (35,826) | | | | | | (29,846) | | | | | | (5,980) | | | | | | 20.0% | | | | | |
General and administrative expenses
|
| | | | (130,889) | | | | | | (110,184) | | | | | | (20,705) | | | | | | 18.8% | | | | | |
Other expenses, net
|
| | | | (2,005) | | | | | | (1,320) | | | | | | (685) | | | | | | 51.9% | | | | | |
Operating profit
|
| | | £ | 59,817 | | | | | | 59,967 | | | | | | (150) | | | | | | (0.3)% | | | | ||
Finance expense
|
| | | | (54,712) | | | | | | (44,479) | | | | | | (10,233) | | | | | | 23.0% | | | | | |
Finance income
|
| | | | 290 | | | | | | 187 | | | | | | 103 | | | | | | 55.1% | | | | | |
Profit before income tax
|
| | | £ | 5,395 | | | | | | 15,675 | | | | | | (10,280) | | | | | | (65.6)% | | | | | |
Income tax expense
|
| | | | (6,983) | | | | | | (10,624) | | | | | | 3,641 | | | | | | (34.3)% | | | | | |
Net profit (loss)
|
| | | £ | (1,588) | | | | | | 5,051 | | | | | | (6,639) | | | | | | (131.4)% | | | | | |
| | |
Year ended
December 31, |
| | | | | | | | | | | | | |||||||||
(in thousands, except for percentages)
|
| |
2022
|
| |
2021
|
| |
£ Change
|
| |
% Change
|
| ||||||||||||
Consumer Products
|
| | | £ | 111,444 | | | | | £ | 100,794 | | | | | £ | 10,650 | | | | | | 10.6% | | |
Industrial Products
|
| | | | 225,256 | | | | | | 192,405 | | | | | | 32,851 | | | | | | 17.1% | | |
Industrial Services
|
| | | | 283,197 | | | | | | 250,504 | | | | | | 32,693 | | | | | | 13.1% | | |
Other
|
| | | | 17,171 | | | | | | 17,125 | | | | | | 46 | | | | | | 0.3% | | |
Adjustments and Eliminations
|
| | | | (3,846) | | | | | | (3,496) | | | | | | (350) | | | | | | 10.0% | | |
Total Revenue
|
| | | £ | 633,222 | | | | | £ | 557,332 | | | | | £ | 75,890 | | | | | | 13.6% | | |
| | |
Year ended
December 31, |
| | | | | | | | | | | | | |||||||||
(in thousands, except for percentages)
|
| |
2022
|
| |
2021
|
| |
£ Change
|
| |
% Change
|
| ||||||||||||
Consumer Products
|
| | | £ | 16,386 | | | | | £ | 15,817 | | | | | £ | 569 | | | | | | 3.6% | | |
Industrial Products
|
| | | | 33,730 | | | | | | 29,262 | | | | | | 4,468 | | | | | | 15.3% | | |
Industrial Services
|
| | | | 63,186 | | | | | | 55,230 | | | | | | 7,956 | | | | | | 14.4% | | |
Other
|
| | | | 1,835 | | | | | | 2,212 | | | | | | (377) | | | | | | (17.0)% | | |
Adjustments, Eliminations, and Corporate Allocations(2)
|
| | | | (6,767) | | | | | | (3,464) | | | | | | (3,303) | | | | | | 95.4% | | |
Total Adjusted EBITDA(1)
|
| | |
£
|
108,370
|
| | | |
£
|
99,057
|
| | | |
£
|
9,313
|
| | | | | 9.4% | | |
| | |
Six Months Ended
June 30, |
| |||||||||
(in thousands, except for profit margin, Adjusted EBTIDA margin, and Adjusted
EBITDA organic growth) |
| |
2023
|
| |
2022
|
| ||||||
Net profit (loss)
|
| | | £ | (465) | | | | | £ | 2,659 | | |
Adjusted for: | | | | | | | | | | | | | |
Finance expense
|
| | | | 31,256 | | | | | | 22,679 | | |
Finance income
|
| | | | (147) | | | | | | (23) | | |
Income tax expense
|
| | | | 3,217 | | | | | | 2,429 | | |
Depreciation and amortization
|
| | | | 23,045 | | | | | | 20,382 | | |
Non-core capital raise costs related to the Reorganization(1)
|
| | | | — | | | | | | 1,804 | | |
Non-core professional fees related to the Reorganization(2)
|
| | | | — | | | | | | 2,174 | | |
Share-based compensation
|
| | | | 3,664 | | | | | | 784 | | |
Adjusted EBITDA
|
| | | £ | 60,570 | | | | | £ | 52,888 | | |
Revenue | | | | | 341,555 | | | | | | 305,754 | | |
Profit margin
|
| | | | (0.1)% | | | | | | 0.9% | | |
Adjusted EBITDA margin
|
| | | | 17.7% | | | | | | 17.3% | | |
Adjusted EBITDA organic growth
|
| | | | 10.7% | | | | | | n.m. | | |
| | |
Year ended
December 31, |
| |||||||||
(in thousands, except for profit margin and adjusted EBITDA margin)
|
| |
2022
|
| |
2021
|
| ||||||
Net profit (loss)
|
| | | £ | (1,588) | | | | | £ | 5,051 | | |
Adjusted for: | | | | | | | | | | | | | |
Finance expense
|
| | | | 54,712 | | | | | | 44,479 | | |
Finance income
|
| | | | (290) | | | | | | (187) | | |
Income tax expense
|
| | | | 6,983 | | | | | | 10,624 | | |
Depreciation and amortization
|
| | | | 42,635 | | | | | | 38,276 | | |
Non-core capital raise costs related to the Reorganization(1)
|
| | | | 1,804 | | | | | | — | | |
Non-core professional fees related to the Reorganization(2)
|
| | | | 2,174 | | | | | | — | | |
Share-based compensation
|
| | | | 1,940 | | | | | | 814 | | |
Adjusted EBITDA
|
| | | £ | 108,370 | | | | | £ | 99,057 | | |
Revenue | | | | | 633,222 | | | | | | 557,332 | | |
Profit margin
|
| | | | (0.3)% | | | | | | 0.9% | | |
Adjusted EBITDA margin
|
| | | | 17.1% | | | | | | 17.8% | | |
Adjusted EBITDA organic growth
|
| | | | 5.6% | | | | | | n.m. | | |
| | |
Twelve months ended
|
| |||||||||||||||
(in thousands, except ROIC)
|
| |
June 30, 2023
|
| |
December 31,
2022 |
| |
December 31,
2021 |
| |||||||||
Net profit (loss)
|
| | | | (4,712) | | | | | | (1,588) | | | | | | 5,051 | | |
Adjusted for: | | | | | | | | | | | | | | | |||||
Amortization expense
|
| | | | 4,861 | | | | | | 4,623 | | | | | | 3,898 | | |
Share-based compensation
|
| | | | 4,820 | | | | | | 1,940 | | | | | | 814 | | |
Non-core capital raise costs related to the Reorganization
|
| | | | — | | | | | | 1,804 | | | | | | — | | |
Non-core professional fees related to the Reorganization
|
| | | | — | | | | | | 2,174 | | | | | | — | | |
Finance expense
|
| | | | 63,289 | | | | | | 54,712 | | | | | | 44,479 | | |
Finance income
|
| | | | (414) | | | | | | (290) | | | | | | (187) | | |
Income tax adjustment(1)
|
| | | | (7,326) | | | | | | (7,389) | | | | | | (3,532) | | |
Adjusted net profit after tax
|
| | | £ | 60,519 | | | | | £ | 55,986 | | | | | £ | 50,523 | | |
Shareholders’ Equity
|
| | | | (95,026) | | | | | | (96,717) | | | | | | (10,406) | | |
Adjusted for: | | | | | | | | | | | | | | | |||||
Long-term debt(2)
|
| | | | 237,854 | | | | | | 383,998 | | | | | | 330,474 | | |
Short-term debt(3)
|
| | | | 288,234 | | | | | | 136,000 | | | | | | 61,260 | | |
Cash and cash equivalents
|
| | | | (48,942) | | | | | | (60,220) | | | | | | (50,100) | | |
Total invested capital
|
| | | £ | 382,120 | | | | | £ | 363,061 | | | | | £ | 331,228 | | |
Return on Invested Capital(4)
|
| | | | 15.8% | | | | | | 15.4% | | | | | | 15.3% | | |
As of June 30, 2023
|
| |
On demand to
12 months |
| |
1 to 2 years
|
| |
2 to 5 years
|
| |
>5 years
|
| |
Total
|
| |||||||||||||||
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing loans and borrowings
|
| | | £ | 249,412 | | | | | | 121,676 | | | | | | 74,791 | | | | | | 134,100 | | | | |
|
579,979
|
| |
Lease liabilities
|
| | | | 26,522 | | | | | | 17,279 | | | | | | 23,197 | | | | | | 8,953 | | | | |
|
75,951
|
| |
Loans payable to related parties
|
| | | | 7,125 | | | | | | — | | | | | | — | | | | | | — | | | | |
|
7,125
|
| |
Written put option on non-controlling interests and puttable warrants
|
| | | | 75,414 | | | | | | 17,924 | | | | | | 1,372 | | | | | | — | | | | |
|
94,710
|
| |
Trade and other payables
|
| | | | 104,610 | | | | | | — | | | | | | — | | | | | | — | | | | |
|
104,610
|
| |
| | |
Six Months Ended
June 30, |
| | | | | | | | | | | | | | | | |||||||||
(in thousands, except for percentages)
|
| |
2023
|
| |
2022
|
| |
£ Change
|
| |
% Change
|
| | | | ||||||||||||
Net cash provided by operating activities
|
| | | £ | 17,745 | | | | | £ | 13,584 | | | | | £ | 4,161 | | | | | | 30.6% | | | | | |
Net cash used in investing activities
|
| | | | (16,443) | | | | | | (12,730) | | | | | | (3,713) | | | | | | 29.2% | | | | | |
Net cash used in or provided by financing activities
|
| | | | (12,580) | | | | | | 2,963 | | | | | | (15,543) | | | | | | (524.6)% | | | | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | (11,278) | | | | | | 3,817 | | | | | | (15,095) | | | | | | (395.5)% | | | | ||
Cash and cash equivalents, beginning of period
|
| | | | 60,220 | | | | | | 50,100 | | | | | | 10,120 | | | | | | 20.2% | | | | | |
Cash and cash equivalents, end of period
|
| | | | 48,942 | | | | | | 53,917 | | | | | | (4,975) | | | | | | (9.2)% | | | | | |
| | |
Year ended
December 31, |
| | | | | | | | | | | | | |||||||||
(in thousands, except for percentages)
|
| |
2022
|
| |
2021
|
| |
£ Change
|
| |
% Change
|
| ||||||||||||
Net cash provided by operating activities
|
| | | £ | 31,821 | | | | | £ | 38,510 | | | | | £ | (6,689) | | | | | | (17.4)% | | |
Net cash used in investing activities
|
| | | | (22,447) | | | | | | (14,956) | | | | | | (7,491) | | | | | | 50.1% | | |
Net cash used in or provided by financing activities
|
| | | | 746 | | | | | | (17,054) | | | | | | 17,800 | | | | | | (104.4)% | | |
Increase in cash and cash equivalents
|
| | | | 10,120 | | | | | | 6,500 | | | | | | 3,620 | | | | | | 55.7% | | |
Cash and cash equivalents, beginning of period
|
| | | | 50,100 | | | | | | 43,600 | | | | | | 6,500 | | | | | | 14.9% | | |
Cash and cash equivalents, end of period
|
| | | | 60,220 | | | | | | 50,100 | | | | | | 10,120 | | | | | | 20.2% | | |
| | |
Historical
|
| |
Historical
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
(in thousands)
|
| |
CorpAcq
Holding Limited — GBP |
| |
Churchill
Capital Corp VII — GBP, As Converted |
| |
Transaction
Accounting Adjustments (No Redemption Scenario) — GBP |
| | | | | | | |
Pro Forma
Combined (No Redemption Scenario) — GBP |
| |
Transaction
Accounting Adjustments (Contractual Maximum Redemption Scenario) — GBP |
| | | | | | | |
Pro Forma
Combined (Contractual Maximum Redemption Scenario) — GBP |
| ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | £ | 233,349 | | | | | | — | | | | | | — | | | | | | | | | | | £ | 233,349 | | | | | | — | | | | | | | | | | | £ | 233,349 | | |
Goodwill
|
| | | | 142,923 | | | | | | — | | | | | | — | | | | | | | | | | | | 142,923 | | | | | | — | | | | | | | | | | | | 142,923 | | |
Other intangible assets
|
| | | | 41,821 | | | | | | — | | | | | | — | | | | | | | | | | | | 41,821 | | | | | | — | | | | | | | | | | | | 41,821 | | |
Deferred tax assets
|
| | | | 1,693 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,693 | | | | | | — | | | | | | | | | | | | 1,693 | | |
Marketable securities held in Trust Account
|
| | | | — | | | | | | 474,429 | | | | | | (474,429) | | | | |
|
A
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total non-current assets
|
| | | | 419,786 | | | | | | 474,429 | | | | | | (474,429) | | | | | | | | | | | | 419,786 | | | | | | — | | | | | | | | | | | | 419,786 | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable from related parties
|
| | | | 2,793 | | | | | | — | | | | | | — | | | | | | | | | | | | 2,793 | | | | | | — | | | | | | | | | | | | 2,793 | | |
Other current assets
|
| | | | 3,330 | | | | | | — | | | | | | — | | | | | | | | | | | | 3,330 | | | | | | — | | | | | | | | | | | | 3,330 | | |
Prepayments
|
| | | | 14,977 | | | | | | 470 | | | | | | — | | | | | | | | | | | | 15,447 | | | | | | — | | | | | | | | | | | | 15,447 | | |
Inventories
|
| | | | 43,752 | | | | | | — | | | | | | — | | | | | | | | | | | | 43,752 | | | | | | — | | | | | | | | | | | | 43,752 | | |
Trade receivables
|
| | | | 93,932 | | | | | | — | | | | | | — | | | | | | | | | | | | 93,932 | | | | | | — | | | | | | | | | | | | 93,932 | | |
Contract assets
|
| | | | 10,015 | | | | | | — | | | | | | — | | | | | | | | | | | | 10,015 | | | | | | — | | | | | | | | | | | | 10,015 | | |
Cash and cash equivalents
|
| | | | 48,942 | | | | | | 2,754 | | | | | | 474,429 | | | | |
|
A
|
| | | | | 178,129 | | | | | | (156,264) | | | | |
|
K
|
| | | | | 178,129 | | |
| | | | | | | | | | | | | | | | | (46,456) | | | | |
|
B
|
| | | | | | | | | | | 156,264 | | | | |
|
G
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (167,522) | | | | |
|
G
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (136,953) | | | | |
|
I
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,935 | | | | |
|
L
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
Total current assets
|
| | | | 217,741 | | | | | | 3,224 | | | | | | 126,433 | | | | | | | | | | | | 347,398 | | | | | | — | | | | | | | | | | | | 347,398 | | |
Total Assets
|
| | | £ | 637,527 | | | | | £ | 477,653 | | | | | £ | (347,996) | | | | | | | | | | | £ | 767,184 | | | | | £ | — | | | | | | | | | | | £ | 767,184 | | |
LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing loans and borrowings
|
| | | £ | 216,933 | | | | | £ | — | | | | | £ | (102,575) | | | | |
|
I
|
| | | | £ | 114,358 | | | | | £ | — | | | | | | | | | | | £ | 114,358 | | |
Lease liabilities
|
| | | | 46,585 | | | | | | — | | | | | | — | | | | | | | | | | | | 46,585 | | | | | | — | | | | | | | | | | | | 46,585 | | |
Other liabilities
|
| | | | 1,543 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,543 | | | | | | — | | | | | | | | | | | | 1,543 | | |
Deferred consideration
|
| | | | 4,826 | | | | | | — | | | | | | — | | | | | | | | | | | | 4,826 | | | | | | — | | | | | | | | | | | | 4,826 | | |
Gross obligations under put options
|
| | | | 16,095 | | | | | | — | | | | | | — | | | | | | | | | | | | 16,095 | | | | | | — | | | | | | | | | | | | 16,095 | | |
Deferred tax liabilities
|
| | | | 20,958 | | | | | | — | | | | | | — | | | | | | | | | | | | 20,958 | | | | | | — | | | | | | | | | | | | 20,958 | | |
Deferred legal fee
|
| | | | — | | | | | | 21 | | | | | | — | | | | | | | | | | | | 21 | | | | | | — | | | | | | | | | | | | 21 | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | 38,251 | | | | | | (38,251) | | | | |
|
B
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total Non-current liabilities
|
| | | | 306,940 | | | | | | 38,272 | | | | | | (140,826) | | | | | | | | | | | | 204,386 | | | | | | — | | | | | | | | | | | | 204,386 | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans payable to related parties
|
| | | | 7,125 | | | | | | — | | | | | | — | | | | | | | | | | | | 7,125 | | | | | | — | | | | | | | | | | | | 7,125 | | |
Interest-bearing loans and borrowings, current portion
|
| | | | 204,584 | | | | | | — | | | | | | (3,845) | | | | |
|
I
|
| | | | | 200,739 | | | | | | — | | | | | | | | | | | | 200,739 | | |
Lease liabilities, current portion
|
| | | | 24,755 | | | | | | — | | | | | | — | | | | | | | | | | | | 24,755 | | | | | | — | | | | | | | | | | | | 24,755 | | |
Deferred consideration, current portion
|
| | | | 2,273 | | | | | | — | | | | | | — | | | | | | | | | | | | 2,273 | | | | | | — | | | | | | | | | | | | 2,273 | | |
Gross obligations under put options, current portion
|
| | | | 74,252 | | | | | | — | | | | | | — | | | | | | | | | | | | 74,252 | | | | | | — | | | | | | | | | | | | 74,252 | | |
Income taxes payable
|
| | | | 2,645 | | | | | | 1,517 | | | | | | — | | | | | | | | | | | | 4,162 | | | | | | — | | | | | | | | | | | | 4,162 | | |
Contract liabilities
|
| | | | 5,369 | | | | | | — | | | | | | — | | | | | | | | | | | | 5,369 | | | | | | — | | | | | | | | | | | | 5,369 | | |
Trade and other payables
|
| | | | 104,610 | | | | | | — | | | | | | — | | | | | | | | | | | | 104,610 | | | | | | — | | | | | | | | | | | | 104,610 | | |
Warrant liabilities
|
| | | | — | | | | | | 6,675 | | | | | | (2,062) | | | | |
|
E
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (4,613) | | | | |
|
F
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
Class C liability portion
|
| | | | — | | | | | | — | | | | | | 9,742 | | | | |
|
F
|
| | | | | 14,434 | | | | | | (854) | | | | |
|
F
|
| | | | | 13,580 | | |
| | | | | | | | | | | | | | | | | 4,692 | | | | |
|
G
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
Earn out liability
|
| | | | — | | | | | | — | | | | | | 7,964 | | | | |
|
E
|
| | | | | 18,441 | | | | | | (798) | | | | |
|
E
|
| | | | | 18,656 | | |
| | | | | | | | | | | | | | | | | 10,477 | | | | |
|
G
|
| | | | | | | | | | | 1,013 | | | | |
|
G
|
| | | | | | | |
Accrued expenses
|
| | | | — | | | | | | 498 | | | | | | (163) | | | | |
|
B
|
| | | | | 335 | | | | | | — | | | | | | | | | | | | 335 | | |
| | |
Historical
|
| |
Historical
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
(in thousands)
|
| |
CorpAcq
Holding Limited — GBP |
| |
Churchill
Capital Corp VII — GBP, As Converted |
| |
Transaction
Accounting Adjustments (No Redemption Scenario) — GBP |
| | | | | | | |
Pro Forma
Combined (No Redemption Scenario) — GBP |
| |
Transaction
Accounting Adjustments (Contractual Maximum Redemption Scenario) — GBP |
| | | | | | | |
Pro Forma
Combined (Contractual Maximum Redemption Scenario) — GBP |
| ||||||||||||||||||
Excise tax liability
|
| | | | — | | | | | | 6,465 | | | | | | — | | | | | | | | | | | | 6,465 | | | | | | — | | | | | | | | | | | | 6,465 | | |
Extension Promissory Note – related party
|
| | | | — | | | | | | 1,584 | | | | | | — | | | | | | | | | | | | 1,584 | | | | | | — | | | | | | | | | | | | 1,584 | | |
Total current liabilities
|
| | | | 425,613 | | | | | | 16,739 | | | | | | 22,192 | | | | | | | | | | | | 464,544 | | | | | | (639) | | | | | | | | | | | | 463,905 | | |
Total Liabilities
|
| | | | 732,553 | | | | | | 55,011 | | | | | | (118,634) | | | | | | | | | | | | 668,930 | | | | | | (639) | | | | | | | | | | | | 668,291 | | |
Redeemable equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock subject to possible redemption
|
| | | | — | | | | | | 473,432 | | | | | | (473,432) | | | | |
|
C
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total Redeemable equity
|
| | | | — | | | | | | 473,432 | | | | | | (473,432) | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ equity (deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issued capital
|
| | | | 722 | | | | | | — | | | | | | (722) | | | | |
|
D
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class B common stock
|
| | | | — | | | | | | 2 | | | | | | (2) | | | | |
|
E
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Ordinary A1 Shares
|
| | | | — | | | | | | — | | | | | | 46 | | | | |
|
C
|
| | | | | 93 | | | | | | (15) | | | | |
|
K
|
| | | | | 95 | | |
| | | | | | | | | | | | | | | | | 47 | | | | |
|
G
|
| | | | | | | | | | | 17 | | | | |
|
G
|
| | | | | | | |
Class B shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class C-1 shares
|
| | | | — | | | | | | — | | | | | | 2,186 | | | | |
|
F
|
| | | | | 2,186 | | | | | | — | | | | | | | | | | | | 2,186 | | |
Class C-2 shares
|
| | | | — | | | | | | — | | | | | | 1,109 | | | | |
|
F
|
| | | | | 2,297 | | | | | | — | | | | | | | | | | | | 2,297 | | |
| | | | | | | | | | | | | | | | | 1,188 | | | | |
|
G
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
Share premium
|
| | | | (70,247) | | | | | | — | | | | | | 5,968 | | | | |
|
B
|
| | | | | 229,974 | | | | | | (156,249) | | | | |
|
K
|
| | | | | 226,762 | | |
| | | | | | | | | | | | | | | | | 473,386 | | | | |
|
C
|
| | | | | | | | | | | (739) | | | | |
|
B
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (47,742) | | | | |
|
D
|
| | | | | | | | | | | 798 | | | | |
|
E
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (5,900) | | | | |
|
E
|
| | | | | | | | | | | 854 | | | | |
|
F
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (8,424) | | | | |
|
F
|
| | | | | | | | | | | 155,234 | | | | |
|
G
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (183,926) | | | | |
|
G
|
| | | | | | | | | | | 240 | | | | |
|
H
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (7,704) | | | | |
|
H
|
| | | | | | | | | | | (3,350) | | | | |
|
J
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (28,108) | | | | |
|
I
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 102,671 | | | | |
|
J
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
Other reserves
|
| | | | (1,037) | | | | | | — | | | | | | — | | | | | | | | | | | | (1,037) | | | | | | — | | | | | | | | | | | | (1,037) | | |
Accumulated deficit
|
| | | | (26,040) | | | | | | (50,792) | | | | | | (14,010) | | | | |
|
B
|
| | | | | (144,539) | | | | | | 739 | | | | |
|
B
|
| | | | | (140,450) | | |
| | | | | | | | | | | | | | | | | 48,464 | | | | |
|
D
|
| | | | | | | | | | | 3,350 | | | | |
|
J
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (2,425) | | | | |
|
I
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (102,671) | | | | |
|
J
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,935 | | | | |
|
L
|
| | | | | | | | | | | — | | | | | | | | | | | | | | |
Total shareholders’ equity
|
| | | | (96,602) | | | | | | (50,790) | | | | | | 236,366 | | | | | | | | | | | | 88,974 | | | | | | 879 | | | | | | | | | | | | 89,853 | | |
Non-controlling interests
|
| | | | 1,576 | | | | | | — | | | | | | 7,704 | | | | |
|
H
|
| | | | | 9,280 | | | | | | (240) | | | | |
|
H
|
| | | | | 9,040 | | |
Total non-controlling interests
|
| | | | 1,576 | | | | | | — | | | | | | 7,704 | | | | | | | | | | | | 9,280 | | | | | | (240) | | | | | | | | | | | | 9,040 | | |
Total Equity
|
| | | | (95,026) | | | | | | (50,790) | | | | | | 244,070 | | | | | | | | | | | | 98,254 | | | | | | 639 | | | | | | | | | | | | 98,893 | | |
Total Liability, Redeemable Equity and Equity
|
| | | £ | 637,527 | | | | | £ | 477,653 | | | | | £ | (347,996) | | | | | | | | | | | £ | 767,184 | | | | | £ | — | | | | | | | | | | | £ | 767,184 | | |
|
| | |
Historical
|
| |
Historical
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
(in thousands)
|
| |
CorpAcq
Holding Limited — GBP |
| |
Churchill
Capital Corp VII — GBP, As Converted |
| |
Transaction
Accounting Adjustments (No Redemption Scenario) — GBP |
| | | | | | | |
Pro Forma
Combined (No Redemption Scenario) — GBP |
| |
Transaction
Accounting Adjustments (Contractual Maximum Redemption Scenario) — GBP |
| | | | | | | |
Pro Forma
Combined (Contractual Maximum Redemption Scenario) — GBP |
| ||||||||||||||||||
Revenue
|
| | | £ | 341,555 | | | | | | — | | | | | | — | | | | | | | | | | | £ | 341,555 | | | | | | — | | | | | | | | | | | £ | 341,555 | | |
Cost of sales
|
| | | | 214,015 | | | | | | — | | | | | | — | | | | | | | | | | | | 214,015 | | | | | | — | | | | | | | | | | | | 214,015 | | |
Gross profit
|
| | | | 127,540 | | | | | | — | | | | | | — | | | | | | | | | | | | 127,540 | | | | | | — | | | | | | | | | | | | 127,540 | | |
Selling and distribution expenses
|
| | | | 18,321 | | | | | | — | | | | | | — | | | | | | | | | | | | 18,321 | | | | | | — | | | | | | | | | | | | 18,321 | | |
General and administrative expenses
|
| | | | 73,522 | | | | | | — | | | | | | — | | | | | | | | | | | | 73,522 | | | | | | — | | | | | | | | | | | | 73,522 | | |
Other expenses, net
|
| | | | 1,836 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,836 | | | | | | — | | | | | | | | | | | | 1,836 | | |
Formation and operating costs
|
| | | | — | | | | | | 1,998 | | | | | | (243) | | | | |
|
GG
|
| | | | | 1,755 | | | | | | — | | | | | | | | | | | | 1,755 | | |
Operating profit/(loss)
|
| | | | 33,861 | | | | | | (1,998) | | | | | | 243 | | | | | | | | | | | | 32,106 | | | | | | — | | | | | | | | | | | | 32,106 | | |
Change in fair value of Warrant Liabilities
|
| | | | — | | | | | | (4,383) | | | | | | 4,383 | | | | |
|
EE
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Interest earned on marketable securities held in Trust Account
|
| | | | — | | | | | | 19,778 | | | | | | (19,778) | | | | |
|
BB
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Change in fair value of class C liability portion
|
| | | | — | | | | | | — | | | | | | (3,029) | | | | |
|
EE
|
| | | | | (3,029) | | | | | | — | | | | | | | | | | | | (3,029) | | |
Finance expense
|
| | | | 31,256 | | | | | | — | | | | | | (8,415) | | | | |
|
CC
|
| | | | | 22,841 | | | | | | — | | | | | | | | | | | | 22,841 | | |
Finance income
|
| | | | 147 | | | | | | — | | | | | | — | | | | | | | | | | | | 147 | | | | | | — | | | | | | | | | | | | 147 | | |
Profit before income tax
|
| | | | 2,752 | | | | | | 13,397 | | | | | | (9,766) | | | | | | | | | | | | 6,383 | | | | | | — | | | | | | | | | | | | 6,383 | | |
Income tax expense
|
| | | | 3,217 | | | | | | 4,863 | | | | | | — | | | | | | | | | | | | 8,080 | | | | | | — | | | | | | | | | | | | 8,080 | | |
Profit/(loss) for the year
|
| | | | (465) | | | | | | 8,534 | | | | | | (9,766) | | | | | | | | | | | | (1,697) | | | | | | — | | | | | | | | | | | | (1,697) | | |
Non-controlling interests
|
| | | | 535 | | | | | | — | | | | | | (101) | | | | |
|
DD
|
| | | | | 434 | | | | | | 16 | | | | |
|
DD
|
| | | | | 450 | | |
Equity holders of the parent
|
| | | £ | (1000) | | | | | £ | 8,534 | | | | | £ | (9,665) | | | | | | | | | | | £ | (2,131) | | | | | £ | (16) | | | | | | | | | | | £ | (2,147) | | |
Weighted average ordinary shares – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A1 Shares
|
| | | | 494,220,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A2 Shares
|
| | | | 222,293,413 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class D Shares
|
| | | | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Shares
|
| | | | | | | | | | 118,448,373 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B Shares
|
| | | | | | | | | | 34,500,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PubCo Ordinary shares
|
| | | | | | | | | | | | | | | | | | | | |
|
HH
|
| | | | | 117,245,222 | | | | | | | | | | |
|
HH
|
| | | | | 119,238,448 | | |
Earnings (loss) per share – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A1 Shares
|
| | | | (0.00) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A2 Shares
|
| | | | (0.00) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class D Shares
|
| | | | (12,500) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Shares
|
| | | | | | | | | | 0.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B Shares
|
| | | | | | | | | | 0.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PubCo Ordinary shares
|
| | | | | | | | | | | | | | | | | | | | |
|
HH
|
| | | | | (0.02) | | | | | | | | | | |
|
HH
|
| | | | | (0.02) | | |
| | |
Historical
|
| |
Historical
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | |
CorpAcq
Holding Limited (Historical) — GBP |
| |
Churchill
Capital Corp VII (Historical) — GBP |
| |
Transaction
Accounting Adjustments (Assuming No Redemption) |
| | | | | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Transaction
Accounting Adjustments (Assuming Maximum Redemption) |
| | | | | | | |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
Revenue
|
| |
£633,222
|
| |
—
|
| |
—
|
| | | | | | | |
£633,222
|
| |
—
|
| | | | | | | |
£633,222
|
| ||||||||||||||||||
Cost of sales
|
| | | | 404,685 | | | | | | — | | | | | | — | | | | | | | | | | | | 404,685 | | | | | | — | | | | | | | | | | | | 404,685 | | |
Gross profit
|
| | | | 228,537 | | | | | | — | | | | | | — | | | | | | | | | | | | 228,537 | | | | | | — | | | | | | | | | | | | 228,537 | | |
Selling and distribution expenses
|
| | | | 35,826 | | | | | | — | | | | | | — | | | | | | | | | | | | 35,826 | | | | | | — | | | | | | | | | | | | 35,826 | | |
General and administrative expenses
|
| | | | 130,889 | | | | | | — | | | | | | — | | | | | | | | | | | | 130,889 | | | | | | — | | | | | | | | | | | | 130,889 | | |
Other expenses, net
|
| | | | 2,005 | | | | | | — | | | | | | 14,010 | | | | |
|
AA
|
| | | | | 120,901 | | | | | | (739) | | | | |
|
AA
|
| | | | | 116,740 | | |
| | | | | | | | | | | | | | | | | 104,886 | | | | |
|
FF
|
| | | | | | | | | | | (3,422) | | | | |
|
FF
|
| | | | | | | |
Formation and operating costs
|
| | | | — | | | | | | 1,818 | | | | | | (471) | | | | |
|
GG
|
| | | | | 1,347 | | | | | | — | | | | | | | | | | | | 1,347 | | |
Operating profit/(loss)
|
| | | | 59,817 | | | | | | (1,818) | | | | | | (118,425) | | | | | | | | | | | | (60,426) | | | | | | 4,161 | | | | | | | | | | | | (56,265) | | |
Change in fair value of Warrant Liabilities
|
| | | | — | | | | | | 45,121 | | | | | | (45,121) | | | | |
|
EE
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Interest earned on marketable securities held in Trust Account
|
| | | | — | | | | | | 15,728 | | | | | | (15,728) | | | | |
|
BB
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Unrealized gain (loss) on marketable securities held in Trust Account
|
| | | | — | | | | | | (22) | | | | | | 22 | | | | |
|
BB
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Change in fair value of class C liability portion
|
| | | | — | | | | | | — | | | | | | 31,180 | | | | |
|
EE
|
| | | | | 31,180 | | | | | | — | | | | | | | | | | | | 31,180 | | |
Finance expense
|
| | | | 54,712 | | | | | | — | | | | | | (14,482) | | | | |
|
CC
|
| | | | | 40,230 | | | | | | — | | | | | | | | | | | | 40,230 | | |
Finance income
|
| | | | 290 | | | | | | — | | | | | | — | | | | | | | | | | | | 290 | | | | | | — | | | | | | | | | | | | 290 | | |
Profit before income tax
|
| | | | 5,395 | | | | | | 59,009 | | | | | | (133,590) | | | | | | | | | | | | (69,186) | | | | | | 4,161 | | | | | | | | | | | | (65,025) | | |
Income tax expense
|
| | | | 6,983 | | | | | | 3,271 | | | | | | — | | | | | | | | | | | | 10,254 | | | | | | — | | | | | | | | | | | | 10,254 | | |
Profit/(loss) for the year
|
| | | | (1,588) | | | | | | 55,738 | | | | | | (133,590) | | | | | | | | | | | | (79,440) | | | | | | 4,161 | | | | | | | | | | | | (75,279) | | |
Non-controlling interests
|
| | | | 982 | | | | | | — | | | | | | (4,717) | | | | |
|
DD
|
| | | | | (3,735) | | | | | | 964 | | | | |
|
DD
|
| | | | | (2,771) | | |
Equity holders of the parent
|
| | | £ | (2,570) | | | | | £ | 55,738 | | | | | £ | (128,873) | | | | | | | | | | | £ | (75,705) | | | | | £ | 3,197 | | | | | | | | | | | £ | (72,508) | | |
Weighted average ordinary shares – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Legacy Shares
|
| | | | 263,286,667 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A1 Shares
|
| | | | 411,850,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A2 Shares
|
| | | | 181,531,667 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class D Shares
|
| | | | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Shares
|
| | | | | | | | | | 138,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B Shares
|
| | | | | | | | | | 34,500,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PubCo Ordinary shares
|
| | | | | | | | | | | | | | | | | | | | |
|
HH
|
| | | | | 117,245,222 | | | | | | | | | | |
|
HH
|
| | | | | 119,238,448 | | |
Earnings (loss) per share – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Legacy Shares
|
| | | | 0.01 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A1 Shares
|
| | | | (0.01) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A2 Shares
|
| | | | (0.01) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class D Shares
|
| | | | (61,493) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Shares
|
| | | | | | | | | | 0.32 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B Shares
|
| | | | | | | | | | 0.32 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PubCo Ordinary shares
|
| | | | | | | | | | | | | | | | | | | | |
|
HH
|
| | | | | (0.65) | | | | | | | | | | |
|
HH
|
| | | | | (0.61) | | |
| | |
No Redemption Scenario
|
| |
Contractual Maximum
Redemption Scenario |
| ||||||||||||||||||
| | |
Shares
|
| |
Voting %
|
| |
Shares
|
| |
Voting %
|
| ||||||||||||
Post-Combination Company Ordinary Shares to be received by Churchill Public Stockholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Post-Combination Company Ordinary A1 Shares
|
| | | | 58,016,071 | | | | | | 38.2% | | | | | | 39,133,639 | | | | | | 25.6% | | |
Total Churchill Public shares
|
| | | | 58,016,071 | | | | | | 38.2% | | | | | | 39,133,639 | | | | | | 25.6% | | |
PubCo Sponsor shares: | | | | | | | | | | | | | | | | | | | | | | | | | |
Post-Combination Company Class B shares
|
| | | | 19,500,000 | | | | | | 12.9% | | | | | | 17,211,663 | | | | | | 11.3% | | |
Total Sponsor shares
|
| | | | 19,500,000 | | | | | | 12.9% | | | | | | 17,211,663 | | | | | | 11.3% | | |
Cumulative PubCo Stockholders
|
| | | | 77,516,071 | | | | | | 51.1% | | | | | | 56,345,302 | | | | | | 36.9% | | |
Existing CorpAcq owners interest in PubCo: | | | | | | | | | | | | | | | | | | | | | | | | | |
Post-Combination Company Ordinary A1 Shares
|
| | | | 59,229,151 | | | | | | 39.0% | | | | | | 80,104,809 | | | | | | 52.5% | | |
Post-Combination Company Ordinary A2 Shares(1)
|
| | | | — | | | | | | 0.0% | | | | | | 1,144,169 | | | | | | 0.7% | | |
Post-Combination Company Ordinary A3 Shares
|
| | | | 15,000,000 | | | | | | 9.9% | | | | | | 15,000,000 | | | | | | 9.8% | | |
Total CorpAcq owners shares
|
| | | | 74,229,151 | | | | | | 48.9% | | | | | | 96,248,978 | | | | | | 63.1% | | |
Total | | | | | 151,745,222 | | | | | | 100.0% | | | | | | 152,594,280 | | | | | | 100.0% | | |
| | |
No Redemption Scenario
|
| |
Contractual Maximum
Redemption Scenario |
| ||||||||||||||||||
| | |
Shares
|
| |
Voting %
|
| |
Shares
|
| |
Voting %
|
| ||||||||||||
Post-Combination Company Ordinary Shares to be received by Churchill Public Stockholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Post-Combination Company Ordinary A1 Shares
|
| | | | 58,016,071 | | | | | | 27.8% | | | | | | 39,133,639 | | | | | | 18.7% | | |
Post-Combination Company Class C-1
Shares(1) |
| | | | 27,600,000 | | | | | | 13.2% | | | | | | 27,600,000 | | | | | | 13.2% | | |
Total Churchill Public shares
|
| | | | 85,616,071 | | | | | | 41.1% | | | | | | 66,733,639 | | | | | | 31.9% | | |
PubCo Sponsor shares: | | | | | | | | | | | | | | | | | | | | | | | | | |
Post-Combination Company Class B shares(2)
|
| | | | 19,500,000 | | | | | | 9.4% | | | | | | 17,211,663 | | | | | | 8.2% | | |
Post-Combination Company Class C-2
Shares(1) |
| | | | 14,000,000 | | | | | | 6.7% | | | | | | 14,000,000 | | | | | | 6.7% | | |
Total Sponsor shares
|
| | | | 33,500,000 | | | | | | 16.1% | | | | | | 31,211,663 | | | | | | 14.9% | | |
Cumulative PubCo Stockholders
|
| | | | 119,116,071 | | | | | | 57.2% | | | | | | 97,945,302 | | | | | | 46.8% | | |
Existing CorpAcq owners interest in PubCo: | | | | | | | | | | | | | | | | | | | | | | | | | |
Post-Combination Company Ordinary A1 Shares(3)(4)
|
| | | | 74,229,151 | | | | | | 35.6% | | | | | | 96,248,978 | | | | | | 46.0% | | |
Post-Combination Company Class C-2
Shares(1) |
| | | | 15,000,000 | | | | | | 7.2% | | | | | | 15,000,000 | | | | | | 7.2% | | |
Total CorpAcq owners shares
|
| | | | 89,229,151 | | | | | | 42.8% | | | | | | 111,248,978 | | | | | | 53.2% | | |
Total | | | | | 208,345,222 | | | | | | 100.0% | | | | | | 209,194,280 | | | | | | 100.0% | | |
| | |
No Redemption Scenario
|
| |
Contractual Maximum
Redemption Scenario |
| ||||||||||||||||||||||||||||||
| | |
Number of Shares
|
| |
Value per
Share (Dollar) |
| |
Equity value
(in thousands) |
| |
Number of
Shares |
| |
Value per
Share (Dollar) |
| |
Equity value
(in thousands) |
| ||||||||||||||||||
Base scenario(1)
|
| | | | 139,646,347 | | | | | $ | 15.00 | | | | | $ | 2,094,695 | | | | | | 141,639,573 | | | | | $ | 15.00 | | | | | $ | 2,124,594 | | |
Assuming all Post-Combination
Company Sponsor Class B shares consideration are issued(2) |
| | | | 151,745,222 | | | | | $ | 13.80 | | | | | $ | 2,094,695 | | | | | | 152,594,280 | | | | | $ | 13.92 | | | | | $ | 2,124,594 | | |
Assuming all Post-Combination Company Class C-1 Shares are converted(3)
|
| | | | 167,246,347 | | | | | $ | 14.42 | | | | | $ | 2,412,095 | | | | | | 169,239,573 | | | | | $ | 14.43 | | | | | $ | 2,441,994 | | |
Assuming all Post-Combination Company Class C-2 Shares are converted(4)
|
| | | | 168,646,347 | | | | | $ | 14.40 | | | | | $ | 2,428,195 | | | | | | 170,639,573 | | | | | $ | 14.41 | | | | | $ | 2,458,094 | | |
Assuming all Post-Combination Company Seller incremental share consideration, Sponsor Class B shares consideration, Class C-1 and C-2 shares are converted(5)
|
| | | | 208,345,222 | | | | | $ | 13.18 | | | | | $ | 2,745,595 | | | | | | 209,194,280 | | | | | $ | 13.27 | | | | | $ | 2,775,494 | | |
(in thousands)
|
| |
in GBP
|
| |||
Churchill estimated transaction costs(1)
|
| | | | (19,216) | | |
CorpAcq transaction costs – equity allocation(2)
|
| | | | (1,980) | | |
CorpAcq transaction costs – liability allocation(3)
|
| | | | (8,431) | | |
Transaction costs not capitalized(4)
|
| | | | (5,579) | | |
Accrued Churchill transaction costs(6)
|
| | | | (163) | | |
Deferred underwriting fee paid(5)
|
| | | | (11,087) | | |
(in thousands)
|
| |
in GBP
|
| |||
Pro forma adjustment: Cash and cash equivalents
|
| | | | (46,456) | | |
Deferred underwriting fee waived(5)
|
| | | | (27,164) | | |
Deferred underwriting fee paid(5)
|
| | | | (11,087) | | |
Pro forma adjustment: Deferred underwriting fee payable
|
| | | | (38,251) | | |
Deferred underwriting fee waived(5)
|
| | | | 27,164 | | |
Churchill estimated transaction costs(1)
|
| | | | (19,216) | | |
CorpAcq transaction costs – equity allocation(2)
|
| | | | (1,980) | | |
Pro forma adjustment: Share premium
|
| | | | 5,968 | | |
CorpAcq transaction costs – liability allocation(3)
|
| | | | (8,431) | | |
Transaction costs not capitalized(4)
|
| | | | (5,579) | | |
Pro forma adjustment: Retained earnings (accumulated deficit)
|
| | | | (14,010) | | |
Accrued Churchill transaction costs(6)
|
| | | | (163) | | |
Pro forma adjustment: Accrued expense
|
| | | | (163) | | |
(in thousands)
|
| |
in GBP
|
| |||
Churchill historical warrant liability balance as of June 30, 2023(1)
|
| | | | 6,675 | | |
Churchill Private Warrants forfeited(2)
|
| | | | (2,062) | | |
Pro forma adjustment: Warrant liabilities
|
| | | | 4,613 | | |
Post-Combination Company Class C-1 and C-2 shares deemed issued(3)
|
| | | | 9,742 | | |
Pro forma adjustment: Class C liability portion
|
| | | | 9,742 | | |
Post-Combination Company Class C-1 shares deemed issued(4)
|
| | | | 2,186 | | |
Pro forma adjustment: Class C-1 shares
|
| | | | 2,186 | | |
Post-Combination Company Class C-2 shares deemed issued(5)
|
| | | | 1,109 | | |
Pro forma adjustment: Class C-2 shares
|
| | | | 1,109 | | |
Post-Combination Company Class C-1 and C-2 shares deemed issued(3)
|
| | | | (9,742) | | |
Post-Combination Company Class C-1 shares deemed issued(4)
|
| | | | (2,186) | | |
Post-Combination Company Class C-2 shares deemed issued(5)
|
| | | | (1,109) | | |
Churchill historical warrant liability balance as of June 30, 2023(1)
|
| | | | 6,675 | | |
Churchill Private Warrants forfeited(2)
|
| | | | (2,062) | | |
Pro forma adjustment: Share premium
|
| | | | (8,424) | | |
| | | | | |
No redemption
Scenario |
| |
Contractual
maximum redemption Scenario |
| ||||||
a) | | |
Closing Seller Share Consideration (i+ii)
|
| | | | | | | | | | | | |
(i) | | | No. of Post-Combination Company Ordinary A1 Shares issued at closing | | | | | 59,229,151 | | | | | | 78,960,640 | | |
| | | Par Value (GBP) | | | | | 0.000792 | | | | | | 0.000792 | | |
| | | Value of Post-Combination Company Ordinary A1 Shares issued | | | | £ | 46,907 | | | | | £ | 62,533 | | |
(ii) | | | No. of Incremental shares issued at closing | | | | | — | | | | | | 1,144,169 | | |
| | | Par Value (GBP) | | | | | 0.000792 | | | | | | 0.000792 | | |
| | | Value of Incremental shares issued | | | | £ | — | | | | | £ | 906 | | |
| | | Total value of Post-Combination Company Ordinary A1 Shares issued at Closing | | | | £ | 46,907 | | | | | £ | 63,439 | | |
b)
|
| | Closing Seller Post-Combination Company Class C-2 Share Consideration | | | | | | | | | | | | | |
| | | Number of Post-Combination Company Class C-2 Shares | | | | | 15,000,000 | | | | | | 15,000,000 | | |
| | | Par Value (GBP) | | | | | 0.079195 | | | | | | 0.0791950 | | |
| | | Fair Value (GBP) | | | | | 0.31282025 | | | | | | 0.3128203 | | |
| | | Value of Post-Combination Company Class C-2 shares issued (recognized as equity) | | | | £ | 1,187,925 | | | | | £ | 1,187,925 | | |
| | |
Value of Post-Combination Company Class C-2 Shares issued (recognized as liability)
|
| | | £ | 4,692,304 | | | | | £ | 4,692,304 | | |
c)
|
| | Post-Combination Company Ordinary A2 Shares and A3 Shares | | | | | | | | | | | | | |
(i) | | | Post-Combination Company Ordinary A3 Shares | | | | | 15,000,000 | | | | | | 15,000,000 | | |
| | | Fair Value (GBP) | | | | | 0.6985 | | | | | | 0.6985 | | |
| | | Value of Post-Combination Company Ordinary A3 Shares | | | | £ | 10,477,499 | | | | | £ | 10,477,499 | | |
(ii) | | | Post-Combination Company Ordinary A2 Shares | | | | | — | | | | | | 1,144,169 | | |
| | | Fair Value (GBP) | | | | | 0.8854 | | | | | | 0.8854 | | |
| | | Value of Post-Combination Company Ordinary A2 Shares | | | | £ | — | | | | | £ | 1,013,047 | | |
| | |
Total value of Post-Combination Company Ordinary A2 Shares and A3 Shares issued
at Closing |
| | | £ | 10,477,499 | | | | | £ | 11,490,546 | | |
(In thousands)
|
| |
No Redemption
Scenario |
| |
Contractual
Maximum Redemption Scenario |
| ||||||
Available Cash Amount(1)
|
| | | $ | 606,200 | | | | | $ | 408,900 | | |
less: CorpAcq & ChurchillI Transaction Expenses(1)
|
| | | | 58,900 | | | | | | 58,900 | | |
less: CorpAcq Preferred Redemption(2)
|
| | | | 207,200 | | | | | | 207,200 | | |
Balance Sheet Amount(3)
|
| | | | 128,600 | | | | | | 128,600 | | |
Closing Seller Preliminary Cash Consideration(4)
|
| | | | 211,500 | | | | | | 14,200 | | |
less: Deduction of 99.99% of the amount by which the Closing Seller Preliminary Cash Consideration exceeds 190,325,428 ($257,200,000)(4)
|
| | | | — | | | | | | — | | |
Closing Seller Cash Consideration(4)
|
| | | $ | 211,500 | | | | | $ | 14,200 | | |
Closing Seller Cash Consideration(4)
|
| | | £ | 167,522 | | | | | £ | 11,246 | | |
(In thousands)
|
| |
in GBP
|
| |||
Issuance of preferred shares from July 1, 2023 until Closing(1)
|
| | | £ | 28,000 | | |
Preference shares to be redeemed at Closing(2)
|
| | | | (133,000) | | |
Premium on redemption(3)
|
| | | | (28,108) | | |
Repayment of accrued interest
|
| | | | (3,845) | | |
Pro forma adjustment: Cash and cash equivalents
|
| | | | (136,953) | | |
Unamortized issuance costs and fair value adjustment as of June 30, 2023(4)
|
| | | | 2,425 | | |
Issuance of preferred shares from January 1, 2023 until Closing(1)
|
| | | | 28,000 | | |
Preference shares to be redeemed at Closing(2)
|
| | | | (133,000) | | |
Pro forma adjustment: Interest-bearing loans and borrowings
|
| | | | (102,575) | | |
Repayment of accrued interest
|
| | | | 3,845 | | |
Pro forma adjustment: Interest-bearing loans and borrowings, current portion
|
| | | | 3,845 | | |
Preference shares to be redeemed at Closing(2)
|
| | | | 133,000 | | |
Redemption of Preferred shares(5)
|
| | | | (161,108) | | |
Pro forma adjustment: Share premium
|
| | | | (28,108) | | |
Historical preference shares(6)
|
| | | | 102,575 | | |
Total Preference shares before adjusting issuance costs and accrued interest(7)
|
| | | | (105,000) | | |
Pro forma adjustment: Retained earnings (accumulated deficit)
|
| | | £ | (2,425) | | |
| | | | | | | | |
Fair value
per share (GBP) |
| |
No Redemption Scenario
|
| |
Contractual Maximum
Redemption Scenario |
| |||||||||||||||||||||
| | |
Shares
|
| |
GBP
(thousands) |
| |
Shares
|
| |
GBP
(thousands) |
| ||||||||||||||||||||||||
Fair value of the Post-Combination
Company Ordinary A1 shares issued(1) |
| | | | (A) | | | | | | 7.92 | | | | | | 58,016,071 | | | | | | 459,458 | | | | | | 39,133,639 | | | | | | 309,919 | | |
Fair value of the Sponsor interests in BermudaCo(2)
|
| | | | (B) | | | | | | 7.92 | | | | | | 7,401,125 | | | | | | 58,613 | | | | | | 6,256,956 | | | | | | 49,552 | | |
Fair value of the Sponsor interests in BermudaCo – base vesting shares issued(3)
|
| | | | (C) | | | | | | 0.89 | | | | | | 7,401,125 | | | | | | 6,553 | | | | | | 6,256,956 | | | | | | 5,540 | | |
Fair value of the Sponsor interests in BermudaCo – earnout vesting shares issued(3)
|
| | | | (D) | | | | | | 0.70 | | | | | | 4,697,750 | | | | | | 3,281 | | | | | | 4,697,750 | | | | | | 3,281 | | |
Fair value of the Post-Combination Company Class C-1 shares issued(4)
|
| | | | (E) | | | | | | 0.28 | | | | | | 27,600,000 | | | | | | 7,650 | | | | | | 27,600,000 | | | | | | 7,650 | | |
Fair value of the Post-Combination Company Class C-2 shares issued(4)
|
| | | | (F) | | | | | | 0.31 | | | | | | 14,000,000 | | | | | | 4,379 | | | | | | 14,000,000 | | | | | | 4,379 | | |
I. Deemed fair value of shares issued by PubCo to Churchill shareholders
|
| | | | (A+B+C+D+E+F) | | | | | | | | | | | | | | | | | | 539,936 | | | | | | | | | | | | 380,322 | | |
Churchill net assets as on June 30, 2023
|
| | | | | | | | | | | | | | | | | | | | | | 422,642 | | | | | | | | | | | | 422,642 | | |
Less: Churchill estimated transaction costs
|
| | | | | | | | | | | | | | | | | | | | | | (19,216) | | | | | | | | | | | | (19,216) | | |
Less: Effect of redemption of Churchill’s
Class A common stock |
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | (156,264) | | |
Add: Churchill warrants liability exchanged for Post-Combination Company Class C shares
|
| | | | | | | | | | | | | | | | | | | | | | 6,675 | | | | | | | | | | | | 6,675 | | |
Add: Settlement of deferred underwriting
commission |
| | | | | | | | | | | | | | | | | | | | | | 27,164 | | | | | | | | | | | | 27,164 | | |
II. Adjusted pro forma net assets of Churchill
|
| | | | | | | | | | | | | | | | | | | | | | 437,265 | | | | | | | | | | | | 281,001 | | |
Difference – being IFRS 2 charge for listing services in GBP
|
| | | | (I-II) | | | | | | | | | | | | | | | | | £ | 102,671 | | | | | | | | | | | £ | 99,321 | | |
Difference – being IFRS 2 charge for listing services in US$
|
| | | | | | | | | | | | | | | | | | | | | $ | 129,643 | | | | | | | | | | | $ | 125,413 | | |
| | |
Historical
|
| |
Historical
|
| |
Combined Pro Forma
|
| |||||||||||||||
| | |
CorpAcq Holding
Limited – GBP |
| |
Churchill
Capital Corp VII – GBP |
| |
No
Redemption Scenario |
| |
Contractual
Maximum Redemption Scenario |
| ||||||||||||
For the year ended June 30, 2023
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | | (0.13) | | | | | | (0.33) | | | | | | 0.84 | | | | | | 0.83 | | |
Weighted average shares – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Class A1 Shares
|
| | | | 494,220,000 | | | | | | | | | | | | | | | | | | | | |
Class A2 Shares
|
| | | | 222,293,413 | | | | | | | | | | | | | | | | | | | | |
Class D Shares
|
| | | | 2 | | | | | | | | | | | | | | | | | | | | |
Class A Shares
|
| | | | | | | | | | 118,448,373 | | | | | | | | | | | | | | |
Class B Shares
|
| | | | | | | | | | 34,500,000 | | | | | | | | | | | | | | |
PubCo Ordinary shares
|
| | | | | | | | | | | | | | | | 117,245,222 | | | | | | 119,238,448 | | |
Net earnings (loss) per share – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Class A1 Shares
|
| | | | (0.00) | | | | | | | | | | | | | | | | | | | | |
Class A2 Shares
|
| | | | (0.00) | | | | | | | | | | | | | | | | | | | | |
Class D Shares
|
| | | | (12,500) | | | | | | | | | | | | | | | | | | | | |
Class A Shares
|
| | | | | | | | | | 0.06 | | | | | | | | | | | | | | |
Class B Shares
|
| | | | | | | | | | 0.06 | | | | | | | | | | | | | | |
PubCo Ordinary shares
|
| | | | | | | | | | | | | | | | (0.02) | | | | | | (0.02) | | |
| | |
Historical
|
| |
Historical
|
| |
Combined Pro Forma
|
| |||||||||||||||
| | |
CorpAcq Holding
Limited – GBP |
| |
Churchill
Capital Corp VII – GBP |
| |
No
Redemption Scenario |
| |
Contractual
Maximum Redemption Scenario |
| ||||||||||||
For the year ended December 31, 2022
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | |
|
(0.11)
|
| | | |
|
(0.23)
|
| | | |
|
0.93
|
| | | |
|
0.80
|
| |
Weighted average shares – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Legacy Shares
|
| | | | 263,286,667 | | | | | | | | | | | | | | | | | | | | |
Class A1 Shares
|
| | | | 411,850,000 | | | | | | | | | | | | | | | | | | | | |
Class A2 Shares
|
| | | | 181,531,667 | | | | | | | | | | | | | | | | | | | | |
Class D Shares
|
| | | | 2 | | | | | | | | | | | | | | | | | | | | |
Class A Shares
|
| | | | | | | | | | 138,000,000 | | | | | | | | | | | | | | |
Class B Shares
|
| | | | | | | | | | 34,500,000 | | | | | | | | | | | | | | |
PubCo Ordinary shares
|
| | | | | | | | | | | | | | | | 117,245,222 | | | | | | 119,238,448 | | |
Net earnings (loss) per share – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Legacy Shares
|
| | | | 0.01 | | | | | | | | | | | | | | | | | | | | |
Class A1 Shares
|
| | | | (0.01) | | | | | | | | | | | | | | | | | | | | |
Class A2 Shares
|
| | | | (0.01) | | | | | | | | | | | | | | | | | | | | |
Class D Shares
|
| | | | (61,493) | | | | | | | | | | | | | | | | | | | | |
Class A Shares
|
| | | | | | | | | $ | 0.32 | | | | | | | | | | | | | | |
Class B Shares
|
| | | | | | | | | $ | 0.32 | | | | | | | | | | | | | | |
PubCo Ordinary shares
|
| | | | | | | | | | | | | | | | (0.65) | | | | | | (0.61) | | |
| | |
No
Redemption Scenarios |
| |
Contractual
Maximum Redemption Scenarios |
| ||||||
Conversion of C-1 Ordinary Shares to Ordinary Shares
|
| | | | 27,600,000 | | | | | | 27,600,000 | | |
Conversion of C-2 Ordinary Shares to Ordinary Shares
|
| | | | 29,000,000 | | | | | | 29,000,000 | | |
Exchange of non-controlling interest for Ordinary Shares
|
| | | | 7,401,125 | | | | | | 6,256,956 | | |
| | |
No
Redemption Scenarios |
| |
Contractual
Maximum Redemption Scenarios |
| ||||||
Base Vesting Shares
|
| | | | 7,401,125 | | | | | | 6,256,956 | | |
Earn-Out Vesting Shares
|
| | | | 4,697,750 | | | | | | 4,697,750 | | |
Base Earnout Shares
|
| | | | 15,000,000 | | | | | | 15,000,000 | | |
Incremental Earnout Shares
|
| | | | — | | | | | | 1,144,169 | | |
Name
|
| |
Age
|
| |
Title
|
|
Simon Orange | | |
56
|
| | Executive Chairman | |
David Martin | | |
59
|
| | Chief Executive Officer and Director | |
Nicholas Cattell | | |
49
|
| | Chief Financial Officer | |
Stephen Scott | | |
45
|
| | Chief Operating Officer | |
Stuart Kissen | | |
39
|
| | Head of Acquisitions and Director | |
Michael Klein | | |
59
|
| | Director | |
[•] | | |
[•]
|
| | [•] | |
| | |
Churchill Common Stock(1)
|
| |||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
Percentage
|
| ||||||
Executive Officers and Directors: | | | | | | | | | | | | | |
Churchill Sponsor VII LLC(2)
|
| | | | 34,500,000 | | | | | | 37.3% | | |
Michael Klein(2)(3)
|
| | | | 34,500,000 | | | | | | 37.3% | | |
Andre Frankle(4)
|
| | | | — | | | | | | | | |
Bonnie Jonas(4)
|
| | | | — | | | | | | — | | |
Mark Klein(4)(5)
|
| | | | — | | | | | | — | | |
Malcolm S. McDermid
|
| | | | — | | | | | | — | | |
Karen G. Mills(4)
|
| | | | — | | | | | | — | | |
Stephen Murphy(4)
|
| | | | — | | | | | | — | | |
Alan M. Schrager(4)
|
| | | | — | | | | | | — | | |
Jay Taragin
|
| | | | — | | | | | | — | | |
All directors and executive officers as a group (9 individuals)
|
| | | | 34,500,000 | | | | | | 37.3% | | |
Five Percent or More Holders: | | | | | | | | | | | | | |
Atlas Merchant Capital LLC(6)
|
| | | | 6,257,718 | | | | | | 6.8% | | |
Magnetar Financial(7)
|
| | | | 8,306,206 | | | | | | 9.0% | | |
Name of Person
|
| |
Founder Shares
|
| |
Private
Placement Warrants |
| ||||||
Andrew Frankle
|
| | | | 146,100 | | | | | | 138,500 | | |
Bonnie Jonas
|
| | | | 292,100 | | | | | | 277,000 | | |
Mark Klein
|
| | | | 292,100 | | | | | | 277,000 | | |
Karen G. Mills
|
| | | | 389,500 | | | | | | 369,300 | | |
Stephen Murphy
|
| | | | 146,100 | | | | | | 138,500 | | |
Alan M. Schrager
|
| | | | 159,294 | | | | | | 151,044 | | |
Jay Taragin
|
| | | | 29,500 | | | | | | 18,500 | | |
| | |
Post-Combination Company Ordinary Shares
|
| |||||||||||||||||||||
| | |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption of Shares of Churchill Common Stock |
| ||||||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||
Executive Officers and Directors: | | | | | | | | | | | | | | | | | | | | | | | | | |
Simon Orange
|
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
David Martin
|
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Nicholas Cattell
|
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Stephen Scott
|
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Stuart Kissen
|
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Michael Klein
|
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
All directors and executive officers as a group ([•] individuals)
|
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Five Percent or More Holders: | | | | | | | | | | | | | | | | | | | | | | | | | |
[•]
|
| | | | [•] | | | | | | [•]% | | | | | | [•] | | | | | | [•]% | | |
| | |
Churchill
|
| |
Post-Combination Company
|
|
Authorized Capital
|
| | The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which Churchill is authorized to issue is 601,000,000 shares, consisting of (a) 600,000,000 shares of Churchill Common Stock, including (i) 500,000,000 shares of Churchill Class A Common Stock, and (ii) 100,000,000 shares of Churchill Class B Common Stock, and (b) 1,000,000 shares of Churchill preferred stock (the “Churchill Preferred Stock”). | | | There is no restriction on the number of shares of any class the Post-Combination Company may issue. | |
Rights of Preferred Stock
|
| | Subject to certain requirements relating to an initial business combination set forth in the Churchill Charter, the Churchill Board is expressly authorized to provide out of the unissued shares of Churchill Preferred Stock for one or more series of Churchill Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, | | | The Post-Combination Articles provide that the Post-Combination Company B Shares, the Post-Combination Class A3 Shares, the Post-Combination Company Class C Shares and the Deferred Shares will not entitle any holder to preferred dividends or accruals. | |
| | |
Churchill
|
| |
Post-Combination Company
|
|
| | | preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Churchill Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL. | | | | |
Voting Rights
|
| | Except as otherwise required by law or the Churchill Charter, the holders of shares of Churchill Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of Churchill Common Stock are entitled to vote. | | | The Post-Combination Articles provide that each outstanding Post-Combination Company Ordinary A1 Share, Post-Combination Company Ordinary A2 Share, Post-Combination Company Ordinary A3 Share and Post-Combination Company B Share is entitled to one vote on all matters submitted to a vote of shareholders. Deferred Shares will carry no voting rights and shall not entitle their holders to receive notice of, to attend, to speak or to vote at any general meeting of the Post-Combination Company. Holders of Post-Combination Company Class C Shares are entitled to one vote (a) at all class meetings (as defined in Post-Combination Articles) of the holders of Post-Combination Company Class C Shares, and (b) at any general meeting of the Post-Combination Company at which a resolution in respect of the liquidation of the Post-Combination Company is proposed. Subject to any rights or restrictions attached to any shares on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder. None of Post-Combination Company’s shareholders will be entitled to vote at any general meeting or at any separate class meeting in respect of any share unless all calls or other sums payable in respect of that share have been paid. | |
Cumulative Voting
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| | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the | | | Holders of Post-Combination Company Ordinary A1 Shares, Post-Combination Company | |
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Churchill
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Post-Combination Company
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| | | election of directors in its certificate of incorporation. However, the Churchill Charter does not authorize cumulative voting. | | | Ordinary A2 Shares and Post-Combination Company Ordinary A3 Shares will have no cumulative voting rights. The holders of Post-Combination Company B Shares will have no cumulative voting rights. | |
Number of Directors
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| | The Churchill Charter provides that the number of directors of Churchill, other than those who may be elected by the holders of one or more series of the Churchill Preferred Stock voting separately by class or series, shall be fixed exclusively by resolution of the Churchill Board. The Churchill Board is divided into three classes, as nearly equal in number as possible. Successors to the class of directors whose term expires at any annual meeting are elected for a three-year term, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | The Post-Combination Articles provide that, unless otherwise determined by the Post-Combination Company by ordinary resolution, the number of directors (other than any alternate directors) shall be at least two and shall not be subject to a maximum number. The Post-Combination Articles provide that, upon the Closing, the Post-Combination Company shall have [7] initial directors. | |
Election of Directors
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| | Subject to the special rights of the holders of any series of Churchill Preferred Stock to elect directors, Churchill’s current bylaws require that the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Pursuant to the Churchill Charter, prior to the closing of the initial business combination, the holders of Churchill Class B Common Stock, voting together as a single class, have the exclusive right to elect any director; provided, that with respect to the election of directors in connection with a meeting of the stockholders of Churchill in which a business combination is submitted to the stockholders of Churchill for approval, holders of Churchill Class A Common Stock and holders of Churchill Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors. | | |
The Post-Combination Articles provide that, subject to the requirements of the Post-Combination Articles, the Post-Combination Company may by ordinary resolution appoint a person who is willing to act to be a director, either to fill a vacancy or as an addition to the then-existing Post-Combination Company Board.
The Post-Combination Company board also has power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an addition to the then-existing Post-Combination Company Board.
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Churchill
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Post-Combination Company
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Manner of Acting by Board
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| | Churchill’s current bylaws provide that a majority of the Churchill Board shall constitute a quorum for the transaction of business at any meeting of the Churchill Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Churchill Board, except as may be otherwise specifically provided by applicable law, the Churchill Charter or Churchill’s current bylaws. | | | The Post-Combination Articles provide that a duly convened meeting of the Post-Combination Company Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions for the time being vested in or exercisable by the Post-Combination Company Board. Questions arising at any Post-Combination Company Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chair of that meeting shall have a second or casting vote (unless he or she is not entitled to vote on the resolution in question). | |
Removal of Directors
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| | The Churchill Charter provides that, subject to the special rights of the holders of any series of Churchill Preferred Stock to elect directors, any or all of the directors may be removed from office at any time, with or without cause, by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of Churchill Class B Common Stock entitled to vote generally in the election of directors, voting together as a single class. | | | In addition to any power of removal conferred by the Companies Act, the Post-Combination Articles provide that the Post-Combination Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Companies Act, remove a director before the expiry of his or her period of office (without prejudice to a claim for damages for breach of contract or otherwise). | |
Vacancies on Board
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| | The Churchill Charter provides that, subject to the special rights of the holders of any series of Churchill Preferred Stock to elect directors, if any, newly created directorships resulting from an increase in the number of directors and any vacancies on the Churchill Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). | | | The Post-Combination Company Board also has power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an addition to the then-existing Post-Combination Company Board. | |
Business Proposals by Stockholders
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| | Churchill’s current bylaws provide that no business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in Churchill’s notice of meeting (or any supplement thereto) | | | Subject to certain conditions, the Companies Act entitles shareholders representing at least 5% of the total voting rights exercisable at an annual general meeting to have the Post-Combination Company circulate and | |
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Churchill
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Post-Combination Company
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| | | given by or at the direction of the Churchill Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Churchill Board or (iii) otherwise properly brought before the annual meeting by any stockholder of Churchill (a) who is a stockholder of record entitled to vote at such annual meeting and (b) whose notice is timely. To be timely, a stockholder’s notice to Churchill with respect to such business must be received not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting and (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by Churchill. | | | give notice of a resolution which may be properly moved, and is intended to be moved, at the Post-Combination Company’s next annual general meeting. | |
Special Meetings of the Board
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| | Churchill’s current bylaws provide that special meetings of the Churchill Board (a) may be called by the chairman of the Churchill Board or president and (b) shall be called by the chairman of the Churchill Board, president or secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. | | | The Post-Combination Articles provide that a meeting of the Post-Combination Company Board may be called by any director of the Post-Combination Company. The secretary of the Post-Combination Company must call a meeting of the Post-Combination Company Board if asked to do so by a director of the Post-Combination Company. | |
Notice of Stockholder Meetings
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| | Churchill’s current bylaws provide that written notice of each stockholders meeting stating the | | | The Post-Combination Articles provide that every notice calling a general meeting shall specify the place | |
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Churchill
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Post-Combination Company
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| | | place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the permitted manners set forth in Churchill’s current bylaws to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by Churchill not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the DGCL. If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in Churchill’s notice of meeting (or any supplement thereto). | | |
(including any satellite meeting place or places), date and time of the meeting. There shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he or she has more than one share) proxies to exercise all or any of his or her rights to attend, speak and vote and that a proxy need not be a member of the Post-Combination Company. Such notice shall also include the address of the website on which the information required by the Companies Act is published, state the procedures with which members must comply in order to be able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in accordance with the Companies Act. In the case of an annual general meeting, the notice shall also specify the meeting as such.
The accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be sent out with the notice) to, or the non-receipt of either by, any person entitled to receive the same shall not invalidate the proceedings of that meeting.
The Post-Combination Articles provide that a general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Act. Under the Companies Act, 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting, and at least 14 clear days’ notice is required for any other general meeting. In addition, certain matters, such as the removal of directors or auditors, require special notice, which is 28 clear days’ notice.
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Special Meetings of Stockholders
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| | Churchill’s current bylaws provide that, subject to the rights of the | | | Under the Companies Act, subject to certain conditions being satisfied, | |
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| | | holders of any outstanding series of Churchill Preferred Stock and to the requirement of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the chairman of the Churchill Board, the chief executive officer, or the Churchill Board pursuant to a resolution adopted by a majority of the Churchill Board, and may not be called by any other person. | | | shareholders holding at least 5% of the paid-up capital of the Post-Combination Company carrying voting rights at general meetings (excluding any paid up capital held as treasury shares) can require the directors to call a general meeting and, if the directors fail to do so within a certain period, may themselves (or any of them representing more than one half of the total voting rights of all of them) convene a general meeting. | |
Manner of Acting by Stockholders
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| | Churchill’s current bylaws provide that at all meetings of stockholders all matters other than the election of directors presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Churchill Charter, Churchill’s bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter. | | | The Post-Combination Articles provide that any resolution put to the vote at a general meeting shall be decided on a poll. At general meetings, resolutions shall be put to the vote by the chair of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. | |
Stockholder Action Without Meeting
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| | The Churchill Charter provides that, except as may be otherwise provided for or fixed relating to the rights of the holders of any outstanding series of Churchill Preferred Stock or Churchill Class B Common Stock, any action required or permitted to be taken by the stockholders of Churchill must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to the Churchill Class B Common Stock with respect to which action may be taken by written consent. | | | Any action required or permitted to be taken by the members of the Post-Combination Company must be effected by a duly called annual or special meeting of such members and may not be effected by written consent of the members. | |
Quorum
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| | Board of Directors. A majority of the Churchill Board shall constitute a quorum for the transaction of business at any meeting of the Churchill Board, and the act of a majority of the directors present at | | | Board of Directors. The Post-Combination Articles provide that the quorum necessary for the transaction of business may be determined by the Post-Combination Company Board and until otherwise determined shall | |
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any meeting at which there is a quorum shall be the act of the Churchill Board, except as may be otherwise specifically provided by applicable law, the Churchill Charter or Churchill’s current bylaws.
Stockholders. Except as otherwise provided by applicable law, the Churchill Charter, or Churchill’s current bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of Churchill representing a majority of the voting power of all outstanding shares of capital stock of Churchill entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business.
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be [two] persons, each being a director.
Stockholders. The Post-Combination Articles provide that at least two members (including proxies or corporate representatives) who are present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum for a general meeting for all purposes.
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Anti-Takeover Provisions
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| | The Churchill Charter limits the ability of stockholders to transact business outside of stockholder meetings. The Churchill Charter prohibits any “business combination,” including, but not limited to, mergers, sales and leases of assets, issuances of securities and similar transactions, by a corporation or any of its direct or indirect majority-owned subsidiaries with an “interested stockholder” who beneficially owns 15% or more of a corporation’s voting stock, within three years after the person or entity becomes an interested stockholder, unless: (i) prior to such time, the Churchill Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (ii) after the completion of the transaction in which the person or entity becomes an interested stockholder, the interested stockholder holds at least 85% of the voting stock of Churchill outstanding | | | The Post-Combination Articles limit the ability of members to transact business outside of a general meeting of members. However, the Post-Combination Articles do not contain provisions which are specifically intended to have the effect of delaying or preventing a change in control. | |
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Post-Combination Company
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| | | at the time the transaction commenced but not including shares held by persons who are directors and also officers and shares held by specified employee benefit plans; or (iii) after the person or entity becomes an interested stockholder, the business combination is approved by the Churchill Board and the holders of at least two-thirds of Churchill’s outstanding voting stock, excluding shares held by the interested stockholder. Churchill is not subject to Section 203 of the DGCL. | | | | |
Exclusive Forum Provisions
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| | The Churchill Charter provides that, unless Churchill consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of Churchill, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Churchill to Churchill or Churchill’s stockholders, (iii) any action asserting a claim against Churchill, its directors, officers or employees arising pursuant to any provision of the DGCL or Churchill’s current bylaws, or (iv) any action asserting a claim against Churchill, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, for which the Court of Chancery does not have subject matter jurisdiction, or any action arising under the | | |
The Post-Combination Articles provide that, unless the Post-Combination Company consents in writing to the selection of an alternative forum, the Courts of England and Wales will be the sole and exclusive forum for:
(a)
any derivative action or proceeding brought on behalf of the Post-Combination Company;
(b)
any action, including any action commenced by a member of the Post-Combination Company in its own name or on behalf of the Post-Combination Company, asserting a claim of breach of any fiduciary or other duty owed by any director, officer or other employee of the Post-Combination Company (including but not limited to duties arising under the Companies Act);
(c)
any action arising out of or in connection with the Post-Combination Articles or otherwise in any way relating to the constitution or conduct of the Post-Combination Company; or
(d)
any action asserting a claim against the Post-Combination Company governed by the “Internal Affairs Doctrine” (as such concept is recognized under the laws of the United States of America).
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Securities Act as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.
Although this exclusive forum provision provides that the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction over claims arising under the Securities Act, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Notwithstanding the foregoing, the provisions of the exclusive forum provision in the Churchill Charter will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
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The Post-Combination Articles further provide that, unless the Post-Combination Company consents in writing to the selection of an alternative forum, the federal district courts of the United States District Court for the Southern District of New York will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, as amended or any successor legislation.
Nothing above will apply to any action brought to enforce a duty or liability created by the Exchange Act or any successor legislation.
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Indemnification of Directors and Officers
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| | The Churchill Charter provides that, to the fullest extent permitted by applicable law, Churchill shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director or officer of Churchill or, while a | | | The Post-Combination Articles provide that, subject to the provisions of the Companies Act, each of the directors of the Post-Combination Company Board is entitled to be indemnified by the Post-Combination Company out of the assets of the Post-Combination Company against all costs, charges, losses, expenses and liabilities incurred by such director or officer in the execution and discharge of his or her duties or in relation to those duties. The Companies Act | |
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| | | director or officer of Churchill, is or was serving at the request of Churchill as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses. | | | renders void an indemnity for a director against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director. In addition, it is proposed that the Post-Combination Company Board will enter into separate deed of indemnity with the Post-Combination Company. | |
Limitation on Liability of Directors
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| | The Churchill Charter provides that a director of Churchill shall not be personally liable to Churchill or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. | | | The Post-Combination Articles do not contain express limitation of liability provisions for the directors. Under the Companies Act, any provision, whether contained in a company’s articles of association or any contract or otherwise, that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the Post-Combination Company is void. | |
Corporate Opportunity/Conflicts of Interest
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| | The Churchill Charter provides that to the fullest extent allowed by law (including without limitation Section 122(17) of the DGCL), the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to Churchill or any of its officers or directors or any of their respective affiliates, and Churchill renounces any expectancy that any of the directors or officers of Churchill, or any of their respective affiliates, will offer any such corporate opportunity of which he or she may become aware to Churchill, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of Churchill only with respect to a corporate opportunity that was offered to such person solely and exclusively in his or her capacity as a director or officer of Churchill and such opportunity is one | | | The Post-Combination Articles provide that the Post-Combination Company Board may, in accordance with the requirements set out in the Post-Combination Articles, authorize any matter or situation proposed to them by any director which would, if not authorized, involve a director (an “Interested Director”) breaching his or her duty under the Companies Act to avoid conflicts of interest. A director is not required, by reason of being a director (or because of the fiduciary relationship established by reason of being a director), to account to the Post-Combination Company for any remuneration, profit or other benefit which he or she derives from or in connection with a relationship involving a conflict of interest which has been authorized by the directors or by the Post-Combination Company in general | |
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| | | Churchill is legally and contractually permitted to undertake and would otherwise be reasonable for Churchill to pursue, and to the extent the director or officer is permitted to refer that opportunity to Churchill without violating any legal obligation. | | | meeting (subject in each case to any terms, limits or conditions attaching to that authorization) and no contract shall be liable to be avoided on such grounds. | |
Amendments to Charter/Articles of Association
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| | The Churchill Charter provides that Churchill reserves the right at any time and from time to time to amend, alter, change or repeal any provision of the Churchill Charter as authorized by the laws of the State of Delaware. Under the DGCL, an amendment to a corporation’s certificate of incorporation generally requires the approval of the board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, subject to certain higher thresholds for amendments to provisions related to Churchill’s status as a blank check company. | | | There is no express amendment of articles provision in the Post-Combination Articles, however, under the Companies Act, the Post-Combination Company may only alter its articles of association by way of passing a special resolution of members in general meeting. | |
Amendments to Bylaws
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| | The Churchill Charter provides that the Churchill Board shall have the power to adopt, amend, alter or repeal the bylaws. Churchill’s current bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of Churchill required by applicable law or the Churchill Charter, the affirmative vote of the holders of a majority of the voting (except as otherwise provided in relevant sections of Churchill’s current bylaws) power of all outstanding shares of capital stock of Churchill entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Churchill’s current bylaws. | | | N/A | |
Liquidation
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| | The Churchill Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of Churchill | | | The Post-Combination Articles provide that on a return of assets on liquidation or otherwise, the assets of the Post-Combination Company | |
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| | | Preferred Stock and certain provisions of the Churchill Charter, in the event of any voluntary or involuntary liquidation, dissolution or winding up of Churchill, after payment or provision for payment of the debts and other liabilities of Churchill, the holders of shares of Churchill Common Stock shall be entitled to receive all the remaining assets of Churchill available for distribution to its stockholders, ratably in proportion to the number of shares of Churchill Class A Common Stock (on an as-converted basis with respect to the Churchill Class B Common Stock) held by them. | | |
remaining after payment of its debts and liabilities and available for distribution to holders of Post-Combination Company Ordinary Shares, Post-Combination Company Class C Shares, Post-Combination Company B Shares and Deferred Shares will be applied in the following manner and order of priority:
1.
first, if applicable, to the holders of the Post-Combination Company Ordinary A2 Shares an aggregate amount equal to such amount as would have been distributed by the Post-Combination Company to the holders of Post-Combination Company Ordinary A2 Shares, in the period commencing on the date of issue of such Post-Combination Company Ordinary A2 Shares and ending on the date of redemption of such Post-Combination Company Ordinary A2 Shares as if such Post-Combination Company Ordinary A2 Shares were Post-Combination Company Ordinary Shares during such period and were deemed to have been entitled to receive dividends;
2.
second, to the holders of (i) the Post-Combination Company Participating Ordinary Shares pro rata to the number of Post-Combination Company Participating Ordinary Shares respectively held by them up to an amount of $1 million per Post-Combination Company Participating Ordinary Share; and (ii) the Post-Combination Company Class C Shares pari passu with the Post-Combination Company Ordinary A1 Shares on an as-converted basis pro rata to the number of Post-Combination Company Class C Shares respectively held by them up to an amount of $1 million per Post-Combination Company Class C Share;
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third, to the holders of Deferred Shares an amount equal to the nominal value of the Deferred Shares; and
4.
fourth, to the holders of (i) the Post-Combination Company Participating Ordinary Shares pro rata to the number of Post-Combination Company Participating Ordinary Shares respectively held by them up to an amount of $1 million per Post-Combination Company Ordinary Share; and (ii) the Post-Combination Company Class C Shares pari passu with the Post-Combination Company Ordinary A1 Shares on an as-converted basis pro rata to the number of Post-Combination Company Class C Shares respectively held by them.
The Post-Combination Company B Shares shall not entitle their holders to participate in a return of assets on liquidation or otherwise.
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Redemption Rights
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| | The Churchill Charter provides that, until the earlier to occur of (i) the consummation of an initial business combination or (ii) the filing of an amendment to or amendment and restatement of the Churchill Charter, which (a) amendment or amendment and restatement (1) has been approved by the Churchill Board in connection with an initial business combination, and (2) has been adopted by the requisite vote of the stockholders at a meeting of the stockholders held to approve the initial business combination and (b) the initial business combination has been approved by the requisite vote of the stockholders, unless approved by the affirmative vote of the holders of at least 65% of the then outstanding shares of Churchill Common Stock, Churchill shall provide all holders of Churchill Common Stock with the opportunity to have their Churchill Common Stock redeemed (irrespective of | | |
The Post-Combination Articles provide that, subject to the provisions of the Companies Act and in the event of an Exchange, the Post-Combination Company shall serve notice on the relevant holder(s) of the Post-Combination Company B Shares that it intends to (i) redeem all or some of the relevant Post-Combination B Shares on the Exchange Date (or on such other date as may be agreed between the Post-Combination Company and the holders of the relevant Post-Combination Company B Shares) or (ii) convert each relevant Post-Combination Company B Shares into one Deferred Share on the Exchange Date.
The Post-Combination Company Class C Shares will have substantially similar conversion and redemption features as the Post-Combination Company Warrants described below under “Description of the Post-Combination Company’s
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Churchill
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| | | whether they voted in favor or against the initial business combination) pursuant to, and subject to certain limitations set forth in, the Churchill Charter for cash equal to the applicable redemption price per share; provided, however, that Churchill will only redeem or repurchase Churchill Common Stock so long as (after such redemptions or repurchases) Churchill’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) will be at least $5,000,001 either immediately prior to or upon consummation of an initial business combination, or any greater net tangible assets or cash requirement which may be contained in the agreement relating to an initial business combination. | | |
Securities — Post-Combination Company Warrants.”
The Post-Combination Company Class A2 Shares shall, subject to the provisions of the Companies Act, have a right of redemption if, on or prior to the date that is five (5) years after Closing the closing price of the Post-Combination Company Ordinary A1 Shares reported has been at least USD$11.50 per share (subject to adjustment) for 5 trading days within any consecutive 180-consecutive trading day period ending on the third trading day prior to the date on which notice of the redemption is given.
The Post-Combination Company Class A3 Shares shall, subject to the provisions of the Companies Act, have a right of redemption if, on or prior to the date that is five (5) years after Closing the closing price of the Post-Combination Company Ordinary A1 Shares reported has been at least USD$15.00 per share (subject to adjustment) for 5 trading days within any consecutive 180-consecutive trading day period ending on the third trading day prior to the date on which notice of the redemption is given.
|
|
| | |
Public Units
(CVIIU)(1) |
| |
Public Shares
(CVII)(2) |
| |
Public Warrants
(CVII WS)(3) |
| |||||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
High
|
| |
Low
|
| |
High
|
| |
Low
|
| ||||||||||||||||||
Fiscal Year 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Quarter ended June 30, 2023
|
| | | $ | 10.41 | | | | | $ | 10.13 | | | | | $ | 10.44 | | | | | $ | 10.14 | | | | | $ | 0.18 | | | | | $ | 0.09 | | |
Quarter ended March 31, 2023
|
| | | $ | 10.17 | | | | | $ | 9.98 | | | | | $ | 10.16 | | | | | $ | 9.99 | | | | | $ | 0.22 | | | | | $ | 0.05 | | |
Fiscal Year 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Quarter ended December 31, 2022
|
| | | $ | 10.00 | | | | | $ | 9.86 | | | | | $ | 10.01 | | | | | $ | 9.85 | | | | | $ | 0.12 | | | | | $ | 0.02 | | |
Quarter ended September 30, 2022
|
| | | $ | 9.90 | | | | | $ | 9.82 | | | | | $ | 9.86 | | | | | $ | 9.78 | | | | | $ | 0.34 | | | | | $ | 0.14 | | |
Quarter ended June 30, 2022
|
| | | $ | 9.92 | | | | | $ | 9.80 | | | | | $ | 9.81 | | | | | $ | 9.75 | | | | | $ | 0.62 | | | | | $ | 0.34 | | |
Quarter ended March 31, 2022
|
| | | $ | 10.08 | | | | | $ | 9.83 | | | | | $ | 9.86 | | | | | $ | 9.71 | | | | | $ | 1.08 | | | | | $ | 0.40 | | |
Fiscal Year 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Quarter ended December 31, 2021
|
| | | $ | 10.14 | | | | | $ | 9.93 | | | | | $ | 9.88 | | | | | $ | 9.74 | | | | | $ | 1.34 | | | | | $ | 0.90 | | |
Quarter ended September 30, 2021
|
| | | $ | 10.05 | | | | | $ | 9.85 | | | | | $ | 9.79 | | | | | $ | 9.68 | | | | | $ | 1.50 | | | | | $ | 0.90 | | |
Quarter ended June 30, 2021
|
| | | $ | 10.23 | | | | | $ | 9.98 | | | | | $ | 10.00 | | | | | $ | 9.74 | | | | | $ | 1.90 | | | | | $ | 1.07 | | |
Quarter ended March 31, 2021
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Fiscal Year 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Quarter ended December 31, 2020
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
| | |
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| | | | F-6 | | | |
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| | | | F-8 | | | |
| | | | F-9 | | | |
| | | | F-10 | | |
| | | | | F-26 | | | |
| | | | | F-27 | | | |
| | | | | F-28 | | | |
| | | | | F-29 | | | |
| | | | | F-30 | | |
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| | | | F-49 | | | |
| | | | F-50 | | | |
| | | | F-51 | | |
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Page
|
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Report of Independent Registered Public Accounting Firm
|
| | | | | | |
| | | | F-71 | | |
| | |
Page
|
| |||
| | | | F-72 | | | |
| | | | F-73 | | | |
| | | | F-74 | | | |
| | | | F-75 | | | |
| | | | F-76 | | |
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Page
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| | | | F-131 | | | |
| | | | F-132 | | | |
| | | | F-133 | | | |
| | | | F-134 | | | |
| | | | F-135 | | | |
| | | | F-136 | | |
| | |
December 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 4,235,388 | | | | | $ | 4,155,162 | | |
Prepaid expenses
|
| | | | 161,941 | | | | | | 1,123,588 | | |
Total current assets
|
| | | | 4,397,329 | | | | | | 5,278,750 | | |
Marketable securities held in Trust Account
|
| | | | 1,398,987,478 | | | | | | 1,380,345,892 | | |
TOTAL ASSETS
|
| | | $ | 1,403,384,807 | | | | | $ | 1,385,624,642 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 281,977 | | | | | $ | 255,009 | | |
Income taxes payable
|
| | | | 3,332,481 | | | | | | 24,241 | | |
Total current liabilities
|
| | | | 3,614,458 | | | | | | 279,250 | | |
Deferred tax liability
|
| | | | 836,312 | | | | | | — | | |
Deferred legal fee
|
| | | | 54,026 | | | | | | — | | |
Warrant liabilities
|
| | | | 3,010,000 | | | | | | 60,526,000 | | |
Deferred underwriting fee payable
|
| | | | 48,300,000 | | | | | | 48,300,000 | | |
TOTAL LIABILITIES
|
| | | | 55,814,796 | | | | | | 109,105,250 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock subject to possible redemption, 138,000,000 shares at per share redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively
|
| | | | 1,394,751,969 | | | | | | 1,380,000,000 | | |
STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 34,500,000 shares issued and outstanding as of December 31, 2022 and 2021
|
| | | | 3,450 | | | | | | 3,450 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (47,185,408) | | | | | | (103,484,058) | | |
TOTAL STOCKHOLDERS’ DEFICIT
|
| | | | (47,181,958) | | | | | | (103,480,608) | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| | | $ | 1,403,384,807 | | | | | $ | 1,385,624,642 | | |
| | |
Year Ended
December 31, 2022 |
| |
Year Ended
December 31, 2021 |
| |
Period
from October 9, 2020 (Inception) through December 31, 2020 |
| |||||||||
Formation and operating costs
|
| | | $ | 2,317,174 | | | | | $ | 2,375,036 | | | | | $ | 1,000 | | |
Loss from operations
|
| | | | (2,317,174) | | | | | | (2,375,036) | | | | | | (1,000) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Change in fair value of Warrant Liabilities
|
| | | | 57,516,000 | | | | | | (878,000) | | | | | | — | | |
Transaction costs related to Private Placement and Public
Warrants |
| | | | — | | | | | | (1,396,743) | | | | | | — | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 20,048,815 | | | | | | 324,382 | | | | | | — | | |
Unrealized gain (loss) on marketable securities held in Trust Account
|
| | | | (28,229) | | | | | | 21,510 | | | | | | — | | |
Other income (expense), net
|
| | | | 77,536,586 | | | | | | (1,928,851) | | | | | | — | | |
Income (loss) before provision for income taxes
|
| | | | 75,219,412 | | | | | | (4,303,887) | | | | | | (1,000) | | |
Provision for income taxes
|
| | | | (4,168,793) | | | | | | (24,241) | | | | | | — | | |
Net income (loss)
|
| | | $ | 71,050,619 | | | | | $ | (4,328,128) | | | | | $ | (1,000) | | |
Basic and diluted weighted average shares outstanding, Class A common stock
|
| | | | 138,000,000 | | | | | | 119,852,055 | | | | | | — | | |
Basic and diluted net income (loss) per share, Class A common stock
|
| | | $ | 0.41 | | | | | $ | (0.03) | | | | | $ | — | | |
Basic and diluted weighted average shares outstanding, Class B common stock
|
| | | | 34,500,000 | | | | | | 33,908,219 | | | | | | 34,500,000 | | |
Basic and diluted net income (loss) per share, Class B common stock
|
| | | $ | 0.41 | | | | | $ | (0.03) | | | | | $ | — | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Debt |
| |
Total
Stockholders’ Equity (Deficit) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – October 9, 2020 (Inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | 21,550 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance – December 31, 2020
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | 21,550 | | | | | | (1,000) | | | | | | 24,000 | | |
Remeasurement adjustment on
redeemable common stock |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21,550) | | | | | | (99,154,930) | | | | | | (99,176,480) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,328,128) | | | | | | (4,328,128) | | |
Balance – December 31, 2021
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | — | | | | | | (103,484,058) | | | | | | (103,480,608) | | |
Remeasurement adjustment on
redeemable common stock |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,751,969) | | | | | | (14,751,969) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 71,050,619 | | | | | | 71,050,619 | | |
Balance – December 31, 2022
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (47,185,408) | | | | | $ | (47,181,958) | | |
| | |
Year Ended
December 31, 2022 |
| |
Year Ended
December 31, 2021 |
| |
Period
from October 9, 2020 (Inception) through December 31, 2020 |
| |||||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 71,050,619 | | | | | $ | (4,328,128) | | | | | $ | (1,000) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (20,048,815) | | | | | | (324,382) | | | | | | — | | |
Unrealized loss (gain) on marketable securities held in Trust Account
|
| | | | 28,229 | | | | | | (21,510) | | | | | | — | | |
Change in fair value of Warrant Liabilities
|
| | | | (57,516,000) | | | | | | 878,000 | | | | | | — | | |
Transaction costs related to Private Placement and Public Warrants
|
| | | | — | | | | | | 1,396,743 | | | | | | — | | |
Deferred tax provision
|
| | | | 836,312 | | | | | | — | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 961,647 | | | | | | (1,123,588) | | | | | | 1,000 | | |
Accrued expenses
|
| | | | 80,994 | | | | | | 254,009 | | | | | | — | | |
Income tax payable
|
| | | | 3,308,240 | | | | | | 24,241 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (1,298,774) | | | | | | (3,244,615) | | | | | | — | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | | | | |
Investment of cash in Trust Account
|
| | | | — | | | | | | (1,380,000,000) | | | | | | — | | |
Cash withdrawn from Trust Account to pay franchise and income taxes
|
| | | | 379,000 | | | | | | — | | | | | | — | | |
Cash withdrawn from Trust Account for working capital purposes
|
| | | | 1,000,000 | | | | | | — | | | | | | — | | |
Net cash provided by (used in) investing activities
|
| | | | 1,379,000 | | | | | | (1,380,000,000) | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | — | | | | | | — | | | | | | 25,000 | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | — | | | | | | 1,355,500,000 | | | | | | — | | |
Proceeds from sale of Private Placements Warrants
|
| | | | — | | | | | | 32,600,000 | | | | | | — | | |
Proceeds from promissory note – related party
|
| | | | — | | | | | | 375,000 | | | | | | — | | |
Repayment of promissory note – related party
|
| | | | — | | | | | | (375,000) | | | | | | — | | |
Payment of offering costs
|
| | | | — | | | | | | (725,223) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | — | | | | | | 1,387,374,777 | | | | | | 25,000 | | |
Net Change in Cash
|
| | | | 80,226 | | | | | | 4,130,162 | | | | | | 25,000 | | |
Cash – Beginning
|
| | | | 4,155,162 | | | | | | 25,000 | | | | | | — | | |
Cash – Ending | | | | $ | 4,235,388 | | | | | $ | 4,155,162 | | | | | $ | 25,000 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | | | | | | | |
Offering costs included in accrued offering costs
|
| | | $ | — | | | | | $ | — | | | | | $ | 11,000 | | |
Remeasurement adjustment on redeemable common stock
|
| | | $ | 14,751,969 | | | | | $ | — | | | | | $ | — | | |
Deferred underwriting fee payable
|
| | | $ | — | | | | | $ | 48,300,000 | | | | | $ | — | | |
|
Gross proceeds
|
| | | $ | 1,380,000,000 | | |
| Less: | | | | | | | |
|
Proceeds Allocated to Public Warrants
|
| | | | (27,048,000) | | |
|
Class A common stock issuance costs
|
| | | | (72,128,480) | | |
| Plus: | | | | | | | |
|
Remeasurement of carrying value to redemption value
|
| | | | 99,176,480 | | |
|
Class A common stock subject to possible redemption as of December 31, 2021
|
| | | $ | 1,380,000,000 | | |
| Plus: | | | | | | | |
|
Remeasurement of carrying value to redemption value
|
| | | | 14,751,969 | | |
|
Class A common stock subject to possible redemption as of December 31, 2022
|
| | | $ | 1,394,751,969 | | |
| | |
Year Ended
December 31, 2022 |
| |
Year Ended
December 31, 2021 |
| |
Period from
October 9, 2020 (Inception) through December 31, 2020 |
| |||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||||||
Basic and diluted net
(income) loss per common share |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income (loss)
|
| | | $ | 56,840,495 | | | | | $ | 14,210,124 | | | | | $ | (3,373,661) | | | | | $ | (954,467) | | | | | $ | — | | | | | | (1,000) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted
average shares outstanding |
| | | | 138,000,000 | | | | | | 34,500,000 | | | | | | 119,852,055 | | | | | | 33,908,219 | | | | | | — | | | | | | 34,500,000 | | |
Basic and diluted net income
(loss) per common share |
| | | $ | 0.41 | | | | | $ | 0.41 | | | | | $ | (0.03) | | | | | $ | (0.03) | | | | | | — | | | | | | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| |
December 31,
2020 |
| |||||||||
Deferred tax assets (liability) | | | | | | | | | | | | | | | | | | | |
Net operating loss carryforward
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Startup/Organization Expenses
|
| | | | 897,204 | | | | | | 456,842 | | | | | | — | | |
Unrealized gain on marketable securities
|
| | | | (836,312) | | | | | | (6,481) | | | | | | — | | |
Net deferred tax assets (liability)
|
| | | | 60,892 | | | | | | 450,361 | | | | | | — | | |
Valuation Allowance
|
| | | | (897,204) | | | | | | (450,361) | | | | | | — | | |
Deferred tax liability
|
| | | $ | (836,312) | | | | | $ | — | | | | | $ | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| |
For the Period
From October 9, 2020 (Inception) Through December 31, 2020 |
| |||||||||
Federal | | | | | | | | | | | | | | | | | | | |
Current
|
| | | $ | 3,332,481 | | | | | $ | 24,241 | | | | | $ | — | | |
Deferred
|
| | | | 389,469 | | | | | | (450,361) | | | | | | — | | |
State and Local | | | | | | | | | | | | | | | | | | | |
Current
|
| | | | — | | | | | | — | | | | | | — | | |
Deferred
|
| | | | — | | | | | | — | | | | | | — | | |
Change in valuation allowance
|
| | | | 446,843 | | | | | | 450,361 | | | | | | — | | |
Income tax provision
|
| | | $ | 4,168,793 | | | | | $ | 24,241 | | | | | $ | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| |
December 31,
2020 |
| |||||||||
Statutory federal income tax rate
|
| | | | 21.0% | | | | | | 21.0% | | | | | | —% | | |
Transaction costs warrants
|
| | | | 0.0% | | | | | | (6.8)% | | | | | | —% | | |
Change in fair value of warrant liabilities
|
| | | | (16.0)% | | | | | | (4.3)% | | | | | | —% | | |
Valuation allowance
|
| | | | 0.6% | | | | | | (10.5)% | | | | | | —% | | |
Income tax provision
|
| | | | 5.6% | | | | | | (0.6)% | | | | | | —% | | |
Description
|
| |
Level
|
| |
December 31,
2022 |
| |
Level
|
| |
December 31,
2021 |
| ||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| |
1
|
| | | $ | 1,398,987,478 | | | |
1
|
| | | $ | 1,380,345,892 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Warrant liability – Public Warrants
|
| |
1
|
| | | | 1,380,000 | | | |
1
|
| | | | 27,600,000 | | |
Warrant liability – Private Placement Warrants
|
| |
2
|
| | | | 1,630,000 | | | |
3
|
| | | | 32,926,000 | | |
| | |
As of
December 31, 2021 |
| |||
Exercise price
|
| | | $ | 11.50 | | |
Stock price
|
| | | $ | 9.83 | | |
Volatility
|
| | | | 14.9% | | |
Probability of completing an initial business combination
|
| | | | —% | | |
Term
|
| | | | 5.29 | | |
Risk-free rate
|
| | | | 1.35% | | |
Dividend yield
|
| | | | 0.0% | | |
| | |
Public Warrants
|
| |
Private
Placement Warrants |
| |
Warrant Liabilities
|
| |||||||||
Warrant liabilities at February 17, 2021 (Initial Public Offering)
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Public and Private Warrants
|
| | | | 27,048,000 | | | | | | 32,600,000 | | | | | | 59,648,000 | | |
Change in fair value of warrant liabilities
|
| | | | 11,316,000 | | | | | | 326,000 | | | | | | 11,642,000 | | |
Transfer to Level 1
|
| | | | (38,364,000) | | | | | | — | | | | | | (38,364,000) | | |
Fair value as of December 31, 2021
|
| | | | — | | | | | | 32,926,000 | | | | | | 32,926,000 | | |
Change in fair value of warrant liabilities
|
| | | | — | | | | | | (28,362,000) | | | | | | (28,362,000) | | |
Transfer to Level 2
|
| | | | — | | | | | | (4,564,000) | | | | | | (4,564,000) | | |
Fair value as of December 31, 2022
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 3,478,133 | | | | | $ | 4,235,388 | | |
Prepaid expenses
|
| | | | 593,163 | | | | | | 161,941 | | |
Total current assets
|
| | | | 4,071,296 | | | | | | 4,397,329 | | |
Cash and marketable securities held in Trust Account
|
| | | | 599,064,139 | | | | | | 1,398,987,478 | | |
TOTAL ASSETS
|
| | | $ | 603,135,435 | | | | | $ | 1,403,384,807 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 628,577 | | | | | $ | 281,977 | | |
Income taxes payable
|
| | | | 1,915,939 | | | | | | 3,332,481 | | |
Excise tax liability
|
| | | | 8,162,810 | | | | | | — | | |
Extension Promissory Note – related party
|
| | | | 2,000,000 | | | | | | — | | |
Total current liabilities
|
| | | | 12,707,326 | | | | | | 3,614,458 | | |
Deferred tax liability
|
| | | | — | | | | | | 836,312 | | |
Deferred legal fee
|
| | | | 27,119 | | | | | | 54,026 | | |
Warrant liabilities
|
| | | | 8,428,000 | | | | | | 3,010,000 | | |
Deferred underwriting fee payable
|
| | | | 48,300,000 | | | | | | 48,300,000 | | |
TOTAL LIABILITIES
|
| | | | 69,462,445 | | | | | | 55,814,796 | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | |
Class A common stock subject to possible redemption, 58,016,071 and 138,000,000 shares at redemption value of approximately $10.30 and $10.11 as of June 30, 2023 and December 31, 2022, respectively
|
| | | | 597,806,324 | | | | | | 1,394,751,969 | | |
Stockholders’ deficit | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 500,000,000 shares authorized;
none issued or outstanding |
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 100,000,000 shares authorized;
34,500,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 |
| | | | 3,450 | | | | | | 3,450 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (64,136,784) | | | | | | (47,185,408) | | |
TOTAL STOCKHOLDERS’ DEFICIT
|
| | | | (64,133,334) | | | | | | (47,181,958) | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| | | $ | 603,135,435 | | | | | $ | 1,403,384,807 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Operating costs
|
| | | $ | 1,353,170 | | | | | $ | 555,701 | | | | | $ | 2,470,233 | | | | | $ | 1,270,205 | | |
Loss from operations
|
| | | | (1,353,170) | | | | | | (555,701) | | | | | | (2,470,233) | | | | | | (1,270,205) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of Warrant Liabilities
|
| | | | (1,204,000) | | | | | | 15,050,000 | | | | | | (5,418,000) | | | | | | 39,456,000 | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 11,855,977 | | | | | | 1,941,301 | | | | | | 24,446,003 | | | | | | 2,289,893 | | |
Unrealized loss on marketable securities held in
Trust Account |
| | | | — | | | | | | (348,175) | | | | | | — | | | | | | (307,940) | | |
Other income, net
|
| | | | 10,651,977 | | | | | | 16,643,126 | | | | | | 19,028,003 | | | | | | 41,437,953 | | |
Income before provision for income taxes
|
| | | | 9,298,807 | | | | | | 16,087,425 | | | | | | 16,557,770 | | | | | | 40,167,748 | | |
Provision for income taxes
|
| | | | (3,087,466) | | | | | | (292,172) | | | | | | (6,010,936) | | | | | | (292,172) | | |
Net income
|
| | | $ | 6,211,341 | | | | | $ | 15,795,253 | | | | | $ | 10,546,834 | | | | | $ | 39,875,576 | | |
Basic and diluted weighted average shares outstanding, Class A common stock
|
| | | | 98,896,746 | | | | | | 138,000,000 | | | | | | 118,448,373 | | | | | | 138,000,000 | | |
Basic and diluted net income per share, Class A common stock
|
| | | $ | 0.05 | | | | | $ | 0.09 | | | | | $ | 0.07 | | | | | $ | 0.23 | | |
Basic and diluted weighted average shares outstanding, Class B common stock
|
| | | | 34,500,000 | | | | | | 34,500,000 | | | | | | 34,500,000 | | | | | | 34,500,000 | | |
Basic and diluted net income per share, Class B common stock
|
| | | $ | 0.05 | | | | | $ | 0.09 | | | | | $ | 0.07 | | | | | $ | 0.23 | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2023
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (47,185,408) | | | | | $ | (47,181,958) | | |
Remeasurement adjustment on redeemable common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,615,803) | | | | | | (8,615,803) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,335,493 | | | | | | 4,335,493 | | |
Balance – March 31, 2023
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | — | | | | | | (51,465,718) | | | | | | (51,462,268) | | |
Remeasurement adjustment on redeemable common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,719,597) | | | | | | (10,719,597) | | |
Excise tax imposed on common stock redemptions
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,162,810) | | | | | | (8,162,810) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,211,341 | | | | | | 6,211,341 | | |
Balance – June 30, 2023
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (64,136,784) | | | | | $ | (64,133,334) | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2022
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (103,484,058) | | | | | $ | (103,480,608) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,080,323 | | | | | | 24,080,323 | | |
Balance – March 31, 2022
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | $ | — | | | | | | (79,403,735) | | | | | | (79,400,285) | | |
Remeasurement adjustment on redeemable common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (697,207) | | | | | | (697,207) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,795,253 | | | | | | 15,795,253 | | |
Balance – June 30, 2022
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (64,305,689) | | | | | $ | (64,302,239) | | |
| | |
Six Months Ended
June 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income
|
| | | $ | 10,546,834 | | | | | $ | 39,875,576 | | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | | | | | | |
Interest earned on funds held in Trust Account
|
| | | | (24,446,003) | | | | | | (2,289,893) | | |
Unrealized loss on marketable securities held in Trust Account
|
| | | | — | | | | | | 307,940 | | |
Change in fair value of Warrant Liabilities
|
| | | | 5,418,000 | | | | | | (39,456,000) | | |
Deferred tax provision
|
| | | | (836,312) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (431,222) | | | | | | 433,323 | | |
Accrued expenses
|
| | | | 319,693 | | | | | | 309,933 | | |
Income taxes payable
|
| | | | (1,416,542) | | | | | | 267,931 | | |
Net cash used in operating activities
|
| | | | (10,845,552) | | | | | | (551,190) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (2,000,000) | | | | | | — | | |
Cash withdrawn from Trust Account to pay franchise and income taxes
|
| | | | 9,088,297 | | | | | | — | | |
Cash withdrawn from Trust Account for working capital purposes
|
| | | | 1,000,000 | | | | | | — | | |
Cash withdrawn from Trust Account in connection with redemption
|
| | | | 816,281,045 | | | | | | — | | |
Net cash provided by investing activities
|
| | | | 824,369,342 | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from Extension Promissory Note – related party
|
| | | | 2,000,000 | | | | | | — | | |
Redemptions of common stock
|
| | | | (816,281,045) | | | | | | — | | |
Net cash used in financing activities
|
| | | | (814,281,045) | | | | | | — | | |
Net Change in Cash
|
| | | | (757,255) | | | | | | (551,190) | | |
Cash – Beginning
|
| | | | 4,235,388 | | | | | | 4,155,162 | | |
Cash – Ending | | | | $ | 3,478,133 | | | | | $ | 3,603,972 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid for income taxes
|
| | | $ | 8,263,790 | | | | | $ | 26,204 | | |
Non-Cash investing and financing activities: | | | | | | | | | | | | | |
Remeasurement adjustment on redeemable common stock
|
| | | $ | 19,335,400 | | | | | $ | 697,207 | | |
Excise tax liability accrued for common stock redemptions
|
| | | $ | 8,162,810 | | | | | | — | | |
|
Gross proceeds
|
| | | $ | 1,380,000,000 | | |
| Less: | | | | | | | |
|
Proceeds allocated to Public Warrants
|
| | | | (27,048,000) | | |
|
Class A common stock issuance costs
|
| | | | (72,128,480) | | |
| Plus: | | | | | | | |
|
Remeasurement of carrying value to redemption value
|
| | | | 99,176,480 | | |
|
Class A common stock subject to possible redemption as of December 31, 2021
|
| | | | 1,380,000,000 | | |
| Plus: | | | | | | | |
|
Remeasurement of carrying value to redemption value
|
| | | | 14,751,969 | | |
|
Class A common stock subject to possible redemption as of December 31, 2022
|
| | | | 1,394,751,969 | | |
| Less: | | | | | | | |
|
Redemptions
|
| | | | (816,281,045) | | |
| Plus: | | | | | | | |
|
Remeasurement of carrying value to redemption value
|
| | | | 19,335,400 | | |
|
Class A common stock subject to possible redemption as of June 30, 2023
|
| | | $ | 597,806,324 | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||
Basic and diluted
net income per share of common stock |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income
|
| | | $ | 4,604,921 | | | | | $ | 1,606,420 | | | | | $ | 12,636,202 | | | | | $ | 3,159,051 | | | | | $ | 8,167,824 | | | | | $ | 2,379,010 | | | | | $ | 31,900,461 | | | | | $ | 7,975,115 | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
weighted average shares outstanding |
| | | | 98,896,746 | | | | | | 34,500,000 | | | | | | 138,000,000 | | | | | | 34,500,000 | | | | | | 118,448,373 | | | | | | 34,500,000 | | | | | | 138,000,000 | | | | | | 34,500,000 | | |
Basic and diluted net income per share of common stock
|
| | | $ | 0.05 | | | | | $ | 0.05 | | | | | $ | 0.09 | | | | | $ | 0.09 | | | | | $ | 0.07 | | | | | $ | 0.07 | | | | | $ | 0.23 | | | | | $ | 0.23 | | |
Description
|
| |
Level
|
| |
June 30,
2023 |
| |
Level
|
| |
December 31,
2022 |
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | — | | | | | | 1 | | | | | $ | 1,398,987,478 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrant liability – Public Warrants
|
| | | | 1 | | | | | | 3,864,000 | | | | | | 1 | | | | | | 1,380,000 | | |
Warrant liability – Private Placement Warrants
|
| | | | 2 | | | | | | 4,564,000 | | | | | | 2 | | | | | | 1,630,000 | | |
| | |
September 30,
2023 |
| |
December 31,
2022 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 2,051,985 | | | | | $ | 4,235,388 | | |
Prepaid expenses
|
| | | | 365,414 | | | | | | 161,941 | | |
Total current assets
|
| | | | 2,417,399 | | | | | | 4,397,329 | | |
Cash and marketable securities held in Trust Account
|
| | | | 605,878,613 | | | | | | 1,398,987,478 | | |
TOTAL ASSETS
|
| | | $ | 608,296,012 | | | | | $ | 1,403,384,807 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 2,379,463 | | | | | $ | 281,977 | | |
Income taxes payable
|
| | | | 2,091,079 | | | | | | 3,332,481 | | |
Excise tax liability
|
| | | | 8,162,810 | | | | | | — | | |
Extension Promissory Note – related party
|
| | | | 5,000,000 | | | | | | — | | |
Total current liabilities
|
| | | | 17,633,352 | | | | | | 3,614,458 | | |
Deferred tax liability
|
| | | | — | | | | | | 836,312 | | |
Deferred legal fee
|
| | | | 27,119 | | | | | | 54,026 | | |
Warrant liabilities
|
| | | | 18,662,000 | | | | | | 3,010,000 | | |
Deferred underwriting fee payable
|
| | | | 48,300,000 | | | | | | 48,300,000 | | |
TOTAL LIABILITIES
|
| | | | 84,622,471 | | | | | | 55,814,796 | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | |
Class A common stock subject to possible redemption, 58,016,071 and 138,000,000 shares at redemption value of approximately $10.42 and $10.11 as of September 30, 2023 and December 31, 2022,
respectively |
| | | | 604,395,658 | | | | | | 1,394,751,969 | | |
Stockholders’ deficit | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 500,000,000 shares authorized;
none issued or outstanding |
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 100,000,000 shares authorized;
34,500,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022 |
| | | | 3,450 | | | | | | 3,450 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (80,725,567) | | | | | | (47,185,408) | | |
TOTAL STOCKHOLDERS’ DEFICIT
|
| | | | (80,722,117) | | | | | | (47,181,958) | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| | | $ | 608,296,012 | | | | | $ | 1,403,384,807 | | |
| | |
For the Three Months Ended
September 30, |
| |
For the Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Operating costs
|
| | | $ | 3,404,783 | | | | | $ | 510,963 | | | | | $ | 5,875,016 | | | | | $ | 1,781,168 | | |
Loss from operations
|
| | | | (3,404,783) | | | | | | (510,963) | | | | | | (5,875,016) | | | | | | (1,781,168) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of Warrant Liabilities
|
| | | | (10,234,000) | | | | | | 12,642,000 | | | | | | (15,652,000) | | | | | | 52,098,000 | | |
Interest earned on marketable securities held in
Trust Account |
| | | | 7,769,263 | | | | | | 6,498,615 | | | | | | 32,215,266 | | | | | | 8,788,508 | | |
Unrealized gain (loss) on marketable securities held in Trust Account
|
| | | | — | | | | | | 156,620 | | | | | | — | | | | | | (151,320) | | |
Other income (expense), net
|
| | | | (2,464,737) | | | | | | 19,297,235 | | | | | | 16,563,266 | | | | | | 60,735,188 | | |
(Loss) income before provision for income
taxes |
| | | | (5,869,520) | | | | | | 18,786,272 | | | | | | 10,688,250 | | | | | | 58,954,020 | | |
Provision for income taxes
|
| | | | (4,129,929) | | | | | | (1,493,896) | | | | | | (10,140,865) | | | | | | (1,786,068) | | |
Net (loss) income
|
| | | $ | (9,999,449) | | | | | $ | 17,292,376 | | | | | $ | 547,385 | | | | | $ | 57,167,952 | | |
Basic and diluted weighted average shares outstanding, Class A common stock
|
| | | | 58,016,071 | | | | | | 138,000,000 | | | | | | 98,008,036 | | | | | | 138,000,000 | | |
Basic and diluted net (loss) income per share, Class A common stock
|
| | | $ | (0.11) | | | | | $ | 0.10 | | | | | $ | 0.00 | | | | | $ | 0.33 | | |
Basic and diluted weighted average shares outstanding, Class B common stock
|
| | | | 34,500,000 | | | | | | 34,500,000 | | | | | | 34,500,000 | | | | | | 34,500,000 | | |
Basic and diluted net (loss) income per share, Class B common stock
|
| | | $ | (0.11) | | | | | $ | 0.10 | | | | | $ | 0.00 | | | | | $ | 0.33 | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2023
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (47,185,408) | | | | | $ | (47,181,958) | | |
Remeasurement adjustment on redeemable common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,615,803) | | | | | | (8,615,803) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,335,493 | | | | | | 4,335,493 | | |
Balance – March 31, 2023
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | — | | | | | | (51,465,718) | | | | | | (51,462,268) | | |
Remeasurement adjustment on redeemable common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,719,597) | | | | | | (10,719,597) | | |
Excise tax imposed on common stock redemptions
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,162,810) | | | | | | (8,162,810) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,211,341 | | | | | | 6,211,341 | | |
Balance – June 30, 2023
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | — | | | | | | (64,136,784) | | | | | | (64,133,334) | | |
Remeasurement adjustment on redeemable common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,589,334) | | | | | | (6,589,334) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,999,449) | | | | | | (9,999,449) | | |
Balance – September 30, 2023
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (80,725,567) | | | | | $ | (80,722,117) | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2022
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (103,484,058) | | | | | $ | (103,480,608) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,080,323 | | | | | | 24,080,323 | | |
Balance – March 31, 2022
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | — | | | | | | (79,403,735) | | | | | | (79,400,285) | | |
Remeasurement adjustment on redeemable common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (697,207) | | | | | | (697,207) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,795,253 | | | | | | 15,795,253 | | |
Balance – June 30, 2022
|
| | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | — | | | | | | (64,305,689) | | | | | | (64,302,239) | | |
Remeasurement adjustment on redeemable common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,111,339) | | | | | | (5,111,339) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,292,376 | | | | | | 17,292,376 | | |
Balance – September 30, 2022
|
| | | | — | | | | | $ | — | | | | | | 34,500,000 | | | | | $ | 3,450 | | | | | $ | — | | | | | $ | (52,124,652) | | | | | $ | (52,121,202) | | |
| | |
For the Nine Months Ended
September 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income
|
| | | $ | 547,385 | | | | | $ | 57,167,952 | | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | | | | | | |
Interest earned on funds held in Trust Account
|
| | | | (32,215,266) | | | | | | (8,788,508) | | |
Unrealized loss on marketable securities held in Trust Account
|
| | | | — | | | | | | 151,320 | | |
Change in fair value of Warrant Liabilities
|
| | | | 15,652,000 | | | | | | (52,098,000) | | |
Deferred tax provision
|
| | | | (836,312) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (203,473) | | | | | | 697,485 | | |
Accrued expenses
|
| | | | 2,070,579 | | | | | | 161,936 | | |
Income taxes payable
|
| | | | (1,241,402) | | | | | | 1,761,827 | | |
Net cash used in operating activities
|
| | | | (16,226,489) | | | | | | (945,988) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (5,000,000) | | | | | | — | | |
Cash withdrawn from Trust Account to pay franchise and income taxes
|
| | | | 13,043,086 | | | | | | — | | |
Cash withdrawn from Trust Account for working capital purposes
|
| | | | 1,000,000 | | | | | | — | | |
Cash withdrawn from Trust Account in connection with redemption
|
| | | | 816,281,045 | | | | | | — | | |
Net cash provided by investing activities
|
| | | | 825,324,131 | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from Extension Promissory Note – related party
|
| | | | 5,000,000 | | | | | | — | | |
Redemptions of common stock
|
| | | | (816,281,045) | | | | | | — | | |
Net cash used in financing activities
|
| | | | (811,281,045) | | | | | | — | | |
Net Change in Cash
|
| | | | (2,183,403) | | | | | | (945,988) | | |
Cash – Beginning
|
| | | | 4,235,388 | | | | | | 4,155,162 | | |
Cash – Ending | | | | $ | 2,051,985 | | | | | $ | 3,209,174 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid for income taxes
|
| | | $ | 12,217,493 | | | | | $ | 26,204 | | |
Non-Cash investing and financing activities: | | | | | | | | | | | | | |
Remeasurement adjustment on redeemable common stock
|
| | | $ | 25,924,734 | | | | | $ | 5,808,546 | | |
Excise tax liability accrued for common stock redemptions
|
| | | $ | 8,162,810 | | | | | $ | — | | |
|
Gross proceeds
|
| | | $ | 1,380,000,000 | | |
| Less: | | | | | | | |
|
Proceeds allocated to Public Warrants
|
| | | | (27,048,000) | | |
|
Class A common stock issuance costs
|
| | | | (72,128,480) | | |
| Plus: | | | | | | | |
|
Remeasurement of carrying value to redemption value
|
| | | | 99,176,480 | | |
|
Class A common stock subject to possible redemption as of December 31, 2021
|
| | | | 1,380,000,000 | | |
| Plus: | | | | | | | |
|
Remeasurement of carrying value to redemption value
|
| | | | 14,751,969 | | |
|
Class A common stock subject to possible redemption as of December 31, 2022
|
| | | | 1,394,751,969 | | |
| Less: | | | | | | | |
|
Redemptions
|
| | | | (816,281,045) | | |
| Plus: | | | | | | | |
|
Remeasurement of carrying value to redemption value
|
| | | | 25,924,734 | | |
|
Class A common stock subject to possible redemption as of September 30, 2023
|
| | | $ | 604,395,658 | | |
| | |
For the Three Months Ended September 30,
|
| |
For the Nine Months Ended September 30,
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||
Basic and diluted net (loss) income per share of common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net (loss) income
|
| | | $ | (6,270,573) | | | | | $ | (3,728,876) | | | | | $ | 13,833,901 | | | | | $ | 3,458,475 | | | | | $ | 404,867 | | | | | $ | 142,518 | | | | | $ | 45,734,362 | | | | | $ | 11,433,590 | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 58,016,071 | | | | | | 34,500,000 | | | | | | 138,000,000 | | | | | | 34,500,000 | | | | | | 98,008,036 | | | | | | 34,500,000 | | | | | | 138,000,000 | | | | | | 34,500,000 | | |
Basic and diluted net (loss) income per share of common stock
|
| | | $ | (0.11) | | | | | $ | (0.11) | | | | | $ | 0.10 | | | | | $ | 0.10 | | | | | $ | 0.00 | | | | | $ | 0.00 | | | | | $ | 0.33 | | | | | $ | 0.33 | | |
Description
|
| |
Level
|
| |
September 30,
2023 |
| |
Level
|
| |
December 31,
2022 |
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | — | | | | | | 1 | | | | | $ | 1,398,987,478 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrant liability – Public Warrants
|
| | | | 1 | | | | | | 8,556,000 | | | | | | 1 | | | | | | 1,380,000 | | |
Warrant liability – Private Placement Warrants
|
| | | | 2 | | | | | | 10,106,000 | | | | | | 2 | | | | | | 1,630,000 | | |
| | |
Notes
|
| |
2022
|
| |
2021
|
| |||||||||
| | | | | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Revenue
|
| | | | 4 | | | | | | 633,222 | | | | | | 557,332 | | |
Cost of sales
|
| | | | 7 | | | | | | (404,685) | | | | | | (356,015) | | |
Gross profit
|
| | | | | | | | | | 228,537 | | | | | | 201,317 | | |
Selling and distribution expenses
|
| | | | 7 | | | | | | (35,826) | | | | | | (29,846) | | |
General and administrative expenses
|
| | | | 7 | | | | | | (130,889) | | | | | | (110,184) | | |
Other expenses, net
|
| | | | 7 | | | | | | (2,005) | | | | | | (1,320) | | |
Operating profit
|
| | | | | | | | | | 59,817 | | | | | | 59,967 | | |
Finance expense
|
| | | | 8 | | | | | | (54,712) | | | | | | (44,479) | | |
Finance income
|
| | | | | | | | | | 290 | | | | | | 187 | | |
Profit before income tax
|
| | | | | | | | | | 5,395 | | | | | | 15,675 | | |
Income tax expense
|
| | | | 9 | | | | | | (6,983) | | | | | | (10,624) | | |
Net (loss)/profit
|
| | | | | | | | | | (1,588) | | | | | | 5,051 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | |
Equity holders of the parent
|
| | | | | | | | | | (2,570) | | | | | | 4,711 | | |
Non-controlling interests
|
| | | | | | | | | | 982 | | | | | | 340 | | |
Earnings/(loss) per share
|
| | | | 17 | | | | | | | | | | | | | | |
Basic and diluted, per share net (loss)/profit attributable to ordinary equity
holders of the parent (in £’s) |
| | | | | | | | | | | | | | | | | | |
Legacy Shares
|
| | | | | | | | | | 0.01 | | | | | | 0.00 | | |
Class A1 Shares
|
| | | | | | | | | | (0.01) | | | | | | n/a | | |
Class A2 Shares
|
| | | | | | | | | | (0.01) | | | | | | n/a | | |
Class D Shares
|
| | | | | | | | | | (61,492.74) | | | | | | n/a | | |
| | |
Notes
|
| |
2022
|
| |
2021
|
| ||||||
| | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Net (loss)/profit
|
| | | | | | | (1,588) | | | | | | 5,051 | | |
Items that may be reclassified to profit or loss in subsequent periods: | | | | | | | | | | | | | | | | |
Change in the fair value of cash flow hedging instruments
|
| | | | | | | (659) | | | | | | 1,671 | | |
Total tax on components of other comprehensive income/(loss)
|
| | | | | | | 165 | | | | | | (346) | | |
Other comprehensive (loss)/income for the year, net of tax
|
| | | | | | | (494) | | | | | | 1,325 | | |
Total comprehensive (loss)/income for the year, net of tax
|
| | | | | |
|
(2,082)
|
| | | |
|
6,376
|
| |
Attributable to: | | | | | | | | | | | | | | | | |
Equity holders of the parent
|
| | | | | | | (3,064) | | | | | | 6,036 | | |
Non-controlling interests
|
| | | | | | | 982 | | | | | | 340 | | |
| | |
Notes
|
| |
December 31,
2022 |
| |
December 31,
2021 |
| |
January 1,
2021 |
| ||||||||||||
| | | | | | | | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 10 | | | | | | 219,367 | | | | | | 194,453 | | | | | | 182,856 | | |
Goodwill
|
| | | | 11 | | | | | | 141,743 | | | | | | 135,489 | | | | | | 133,938 | | |
Other intangible assets
|
| | | | 11 | | | | | | 42,382 | | | | | | 35,059 | | | | | | 35,569 | | |
Investment in joint venture
|
| | | | | | | | | | — | | | | | | — | | | | | | 3,024 | | |
Deferred tax assets
|
| | | | 9 | | | | | | 1,693 | | | | | | 1,955 | | | | | | 1,568 | | |
Total non-current assets
|
| | | | | | | | |
|
405,185
|
| | | |
|
366,956
|
| | | |
|
356,955
|
| |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable from related parties
|
| | | | 24 | | | | | | 2,749 | | | | | | 7,967 | | | | | | 8,386 | | |
Other current assets
|
| | | | | | | | | | 4,269 | | | | | | 3,262 | | | | | | 3,620 | | |
Prepayments
|
| | | | | | | | | | 9,802 | | | | | | 9,169 | | | | | | 5,443 | | |
Inventories
|
| | | | 14 | | | | | | 49,017 | | | | | | 42,709 | | | | | | 34,609 | | |
Trade receivables
|
| | | | 15 | | | | | | 80,669 | | | | | | 71,726 | | | | | | 63,131 | | |
Contract assets
|
| | | | 14 | | | | | | 8,406 | | | | | | 6,923 | | | | | | 5,135 | | |
Cash and cash equivalents
|
| | | | | | | | | | 60,220 | | | | | | 50,100 | | | | | | 43,600 | | |
Total current assets
|
| | | | | | | | | | 215,132 | | | | | | 191,856 | | | | | | 163,924 | | |
TOTAL ASSETS
|
| | | | | | | | | | 620,317 | | | | | | 558,812 | | | | | | 520,879 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing loans and borrowings
|
| | | | 12 | | | | | | 354,596 | | | | | | 249,270 | | | | | | 239,378 | | |
Lease liabilities
|
| | | | 20 | | | | | | 42,163 | | | | | | 41,889 | | | | | | 43,242 | | |
Other liabilities
|
| | | | | | | | | | 1,851 | | | | | | 1,941 | | | | | | 1,164 | | |
Deferred consideration
|
| | | | 12 | | | | | | 3,764 | | | | | | 2,884 | | | | | | 4,468 | | |
Gross obligations under put options
|
| | | | 12 | | | | | | 25,638 | | | | | | 78,320 | | | | | | 60,527 | | |
Deferred tax liabilities
|
| | | | 9 | | | | | | 20,839 | | | | | | 16,208 | | | | | | 12,013 | | |
Total non-current liabilities
|
| | | | | | | | |
|
448,851
|
| | | |
|
390,512
|
| | | |
|
360,792
|
| |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans payable to related parties
|
| | | | 24 | | | | | | 6,513 | | | | | | 11,398 | | | | | | 14,473 | | |
Interest-bearing loans and borrowings
|
| | | | 12 | | | | | | 62,404 | | | | | | 46,040 | | | | | | 48,430 | | |
Lease liabilities
|
| | | | 20 | | | | | | 24,354 | | | | | | 20,711 | | | | | | 14,491 | | |
Deferred consideration
|
| | | | 12 | | | | | | 3,439 | | | | | | 3,132 | | | | | | 7,190 | | |
Gross obligations under put options
|
| | | | 12 | | | | | | 63,644 | | | | | | 690 | | | | | | 802 | | |
Income taxes payable
|
| | | | | | | | | | 2,879 | | | | | | 3,118 | | | | | | 3,285 | | |
Contract liabilities
|
| | | | 4 | | | | | | 5,235 | | | | | | 4,481 | | | | | | 3,834 | | |
Trade and other payables
|
| | | | 19 | | | | | | 99,715 | | | | | | 89,136 | | | | | | 84,468 | | |
Total current liabilities
|
| | | | | | | | | | 268,183 | | | | | | 178,706 | | | | | | 176,973 | | |
TOTAL LIABILITIES
|
| | | | | | | | |
|
717,034
|
| | | |
|
569,218
|
| | | |
|
537,765
|
| |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Issued capital
|
| | | | 16 | | | | | | 715 | | | | | | 79 | | | | | | 79 | | |
Share premium
|
| | | | | | | | | | (78,320) | | | | | | 6,336 | | | | | | 6,336 | | |
Other reserves
|
| | | | | | | | | | (151) | | | | | | 343 | | | | | | (982) | | |
Accumulated deficit
|
| | | | | | | | | | (25,040) | | | | | | (22,470) | | | | | | (27,205) | | |
Equity attributable to equity holders of the parent
|
| | | | | | | | | | (102,796) | | | | | | (15,712) | | | | | | (21,772) | | |
Non-controlling interests
|
| | | | 18 | | | | | | 6,079 | | | | | | 5,306 | | | | | | 4,886 | | |
Total equity
|
| | | | | | | | | | (96,717) | | | | | | (10,406) | | | | | | (16,886) | | |
TOTAL LIABILITIES AND EQUITY
|
| | | | | | | | | | 620,317 | | | | | | 558,812 | | | | | | 520,879 | | |
| | |
Notes
|
| |
Issued
capital |
| |
Share
premium |
| |
Other
reserves |
| |
Accumulated
deficit |
| |
Equity
attributable to equity holders of the parent |
| |
Non-
controlling interests |
| |
Total
equity |
| ||||||||||||||||||||||||
| | | | | | | | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
As at January 1, 2021
|
| | | | | | | | | | 79 | | | | | | 6,336 | | | | | | (982) | | | | | | (27,205) | | | | | | (21,772) | | | | | | 4,886 | | | | | | (16,886) | | |
Net profit
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,711 | | | | | | 4,711 | | | | | | 340 | | | | | | 5,051 | | |
Other comprehensive income for the year
|
| | | | | | | | | | — | | | | | | — | | | | | | 1,325 | | | | | | — | | | | | | 1,325 | | | | | | — | | | | | | 1,325 | | |
Total comprehensive income for the year
|
| | | | | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,325
|
| | | |
|
4,711
|
| | | |
|
6,036
|
| | | |
|
340
|
| | | |
|
6,376
|
| |
Dividends paid to non-controlling interests
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (100) | | | | | | (100) | | |
Disposal of subsidiary
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 204 | | | | | | 204 | | |
Acquisition of non-controlling
interest |
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 24 | | | | | | 24 | | | | | | (24) | | | | | | — | | |
As at December 31, 2021
|
| | | | | | | | |
|
79
|
| | | |
|
6,336
|
| | | |
|
343
|
| | | |
|
(22,470)
|
| | | |
|
(15,712)
|
| | | |
|
5,306
|
| | | |
|
(10,406)
|
| |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,570) | | | | | | (2,570) | | | | | | 982 | | | | | | (1,588) | | |
Other comprehensive loss for the year
|
| | | | | | | | | | — | | | | | | — | | | | | | (494) | | | | | | — | | | | | | (494) | | | | | | — | | | | | | (494) | | |
Total comprehensive loss for the
year |
| | | | | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
(494)
|
| | | |
|
(2,570)
|
| | | |
|
(3,064)
|
| | | |
|
982
|
| | | |
|
(2,082)
|
| |
Corporate reorganization
|
| | | | 1 | | | | | | 633 | | | | | | (86,323) | | | | | | — | | | | | | — | | | | | | (85,690) | | | | | | — | | | | | | (85,690) | | |
New shares issued for cash
|
| | | | | | | | | | 3 | | | | | | 334 | | | | | | — | | | | | | — | | | | | | 337 | | | | | | — | | | | | | 337 | | |
Dividends paid to non-controlling interests
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (120) | | | | | | (120) | | |
Share-based payment expense
|
| | | | 22 | | | | | | — | | | | | | 1,333 | | | | | | — | | | | | | — | | | | | | 1,333 | | | | | | — | | | | | | 1,333 | | |
Non-controlling interest on business combinations
|
| | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (89) | | | | | | (89) | | |
As at December 31, 2022
|
| | | | | | | | | | 715 | | | | | | (78,320) | | | | | | (151) | | | | | | (25,040) | | | | | | (102,796) | | | | | | 6,079 | | | | | | (96,717) | | |
| | |
Notes
|
| |
2022
|
| |
2021
|
| |||||||||
| | | | | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Cash generated from operations | | | | | | | | | | | | | | | | | | | |
Net (loss)/profit
|
| | | | | | | | | | (1,588) | | | | | | 5,051 | | |
Adjustments for non-cash items: | | | | | | | | | | | | | | | | | | | |
Income tax expense
|
| | | | 9 | | | | | | 6,983 | | | | | | 10,624 | | |
Depreciation expense
|
| | | | 10 | | | | | | 38,012 | | | | | | 34,378 | | |
Gain on disposal of rental property, plant and equipment
|
| | | | | | | | | | (3,262) | | | | | | (4,011) | | |
Gain on disposal of non-rental property, plant and equipment
|
| | | | | | | | | | (693) | | | | | | (899) | | |
Amortization expense
|
| | | | 11 | | | | | | 4,623 | | | | | | 3,898 | | |
Interest accrued on interest-bearing loans and borrowings
|
| | | | 8,12 | | | | | | 40,112 | | | | | | 23,017 | | |
Interest accrued on lease liabilities
|
| | | | 8,12 | | | | | | 2,487 | | | | | | 2,085 | | |
Interest expense on gross obligations under put options
|
| | | | 8 | | | | | | 8,082 | | | | | | 5,936 | | |
(Gain)/Loss on remeasurement of gross obligations under put options
|
| | | | 8 | | | | | | 2,608 | | | | | | 11,745 | | |
Loss on remeasurement of NCI at step acquisition
|
| | | | | | | | | | — | | | | | | 2,129 | | |
Gain on bargain purchase
|
| | | | | | | | | | — | | | | | | (496) | | |
Share-based payment expense
|
| | | | 7 | | | | | | 1,940 | | | | | | 814 | | |
Other non-cash income, net
|
| | | | | | | | | | (264) | | | | | | (25) | | |
Movements in working capital: | | | | | | | | | | | | | | | | | | | |
Increase in trade receivables
|
| | | | | | | | | | (6,360) | | | | | | (8,145) | | |
Increase in inventories
|
| | | | | | | | | | (6,207) | | | | | | (8,034) | | |
Increase in prepayments
|
| | | | | | | | | | (633) | | | | | | (3,726) | | |
Increase in other current assets
|
| | | | | | | | | | (1,475) | | | | | | (500) | | |
Increase in trade and other payables and other liabilities
|
| | | | | | | | | | 6,363 | | | | | | 4,667 | | |
Cash flow from operating activities | | | | | | | | | | | | | | | | | | | |
Payments for rental property, plant and equipment
|
| | | | | | | | | | (35,293) | | | | | | (29,753) | | |
Proceeds from sale of rental property, plant and equipment
|
| | | | | | | | | | 17,957 | | | | | | 19,158 | | |
Income tax paid
|
| | | | | | | | | | (8,769) | | | | | | (8,145) | | |
Interest paid
|
| | | | | | | | | | (32,802) | | | | | | (21,258) | | |
Net cash flows provided by operating activities
|
| | | | | | | | | | 31,821 | | | | | | 38,510 | | |
Investing activities | | | | | | | | | | | | | | | | | | | |
Payments for non-rental property, plant and equipment
|
| | | | | | | | | | (12,864) | | | | | | (12,300) | | |
Proceeds from sale of non-rental property, plant and equipment
|
| | | | | | | | | | 8,460 | | | | | | 6,168 | | |
Acquisition of subsidiaries, net of cash acquired
|
| | | | 6 | | | | | | (14,648) | | | | | | (2,808) | | |
Payments of deferred consideration on past acquisitions
|
| | | | | | | | | | (2,978) | | | | | | (7,491) | | |
Receipt of deferred consideration on past disposals
|
| | | | | | | | | | — | | | | | | 600 | | |
Disposal of a subsidiary
|
| | | | | | | | | | — | | | | | | 299 | | |
Receipt of loans receivable from related parties
|
| | | | | | | | | | — | | | | | | 576 | | |
Acquisition of non-controlling interest
|
| | | | | | | | | | (417) | | | | | | — | | |
Net cash flows used in investing activities
|
| | | | | | | | | | (22,447) | | | | | | (14,956) | | |
Financing activities | | | | | | | | | | | | | | | | | | | |
Distributions on corporate reorganizations
|
| | | | 1 | | | | | | (60,000) | | | | | | — | | |
Issuance of shares, net of transaction costs
|
| | | | | | | | | | 4,647 | | | | | | — | | |
Dividends paid to non-controlling interests
|
| | | | | | | | | | (120) | | | | | | (100) | | |
Lease payments
|
| | | | 20 | | | | | | (24,948) | | | | | | (19,394) | | |
Proceeds from loans and borrowings
|
| | | | 12 | | | | | | 86,422 | | | | | | 25,078 | | |
Repayment of loans and borrowings
|
| | | | 12 | | | | | | (10,562) | | | | | | (32,907) | | |
Net proceeds on short-term borrowing facilities
|
| | | | 12 | | | | | | 4,832 | | | | | | 11,621 | | |
Issuance of related parties’ loans payable
|
| | | | | | | | | | 475 | | | | | | — | | |
Loans paid by related parties
|
| | | | | | | | | | — | | | | | | (1,352) | | |
Net cash flows provided by/ (used in) financing activities
|
| | | | | | | | | | 746 | | | | | | (17,054) | | |
Increase in cash and cash equivalents
|
| | | | | | | | | | 10,120 | | | | | | 6,500 | | |
Cash and cash equivalents at the beginning of the year
|
| | | | | | | | | | 50,100 | | | | | | 43,600 | | |
Cash and cash equivalents at the end of the year
|
| | | | | | | | | | 60,220 | | | | | | 50,100 | | |
Supplemental disclosure of non-cash information | | | | | | | | | | | | | | | | | | | |
Recognition of lease right-of-use asset in exchange for lease liabilities
|
| | | | | | | | | | 26,950 | | | | | | 23,929 | | |
Distribution on corporate reorganization in preference shares
|
| | | | | | | | | | 30,000 | | | | | | — | | |
Net settlement of related parties’ balances
|
| | | | | | | | | | 5,395 | | | | | | 1,995 | | |
| | |
UK GAAP
|
| |
UK GAAP
error correction |
| |
IFRS reclassification
and remeasurements |
| |
Ref
|
| |
IFRS as at
January 1, 2021 |
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| | | | |
£’000s
|
| ||||||||||||
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 140,192 | | | | | | — | | | | | | 42,664 | | | |
B
|
| | | | 182,856 | | |
Goodwill
|
| | | | 137,265 | | | | | | (3,643) | | | | | | 316 | | | |
A, C
|
| | | | 133,938 | | |
Other intangible assets
|
| | | | 33,888 | | | | | | 1,681 | | | | | | — | | | |
A
|
| | | | 35,569 | | |
Investment in joint venture
|
| | | | 3,024 | | | | | | — | | | | | | — | | | | | | | | | 3,024 | | |
Deferred tax assets
|
| | | | 1,568 | | | | | | — | | | | | | — | | | | | | | | | 1,568 | | |
Total non-current assets
|
| | |
|
315,937
|
| | | |
|
(1,962)
|
| | | |
|
42,980
|
| | | | | | |
|
356,955
|
| |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable from related parties
|
| | | | 8,386 | | | | | | — | | | | | | — | | | | | | | | | 8,386 | | |
Other current assets
|
| | | | 3,620 | | | | | | — | | | | | | — | | | | | | | | | 3,620 | | |
Prepayments
|
| | | | 5,443 | | | | | | — | | | | | | — | | | | | | | | | 5,443 | | |
Inventories
|
| | | | 34,609 | | | | | | — | | | | | | — | | | | | | | | | 34,609 | | |
Trade receivables
|
| | | | 66,228 | | | | | | — | | | | | | (3,097) | | | |
D
|
| | | | 63,131 | | |
Contract assets
|
| | | | 2,038 | | | | | | — | | | | | | 3,097 | | | |
D
|
| | | | 5,135 | | |
Cash and cash equivalents
|
| | | | 43,600 | | | | | | — | | | | | | — | | | | | | | | | 43,600 | | |
Total current assets
|
| | | | 163,924 | | | | | | — | | | | | | — | | | | | | | | | 163,924 | | |
TOTAL ASSETS
|
| | |
|
479,861
|
| | | |
|
(1,962)
|
| | | |
|
42,980
|
| | | | | | |
|
520,879
|
| |
Non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing loans and borrowings
|
| | | | 239,378 | | | | | | — | | | | | | — | | | | | | | | | 239,378 | | |
Lease liabilities
|
| | | | 8,334 | | | | | | — | | | | | | 34,908 | | | |
B
|
| | | | 43,242 | | |
Other liabilities
|
| | | | 1,164 | | | | | | — | | | | | | — | | | | | | | | | 1,164 | | |
Deferred consideration
|
| | | | 4,468 | | | | | | — | | | | | | — | | | | | | | | | 4,468 | | |
Gross obligations under put options
|
| | | | — | | | | | | — | | | | | | 60,527 | | | |
E
|
| | | | 60,527 | | |
Deferred tax liabilities
|
| | | | 11,694 | | | | | | 319 | | | | | | — | | | |
G
|
| | | | 12,013 | | |
Total non-current liabilities
|
| | |
|
265,038
|
| | | |
|
319
|
| | | |
|
95,435
|
| | | | | | |
|
360,792
|
| |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans payable to related parties
|
| | | | 14,473 | | | | | | — | | | | | | — | | | | | | | | | 14,473 | | |
Interest-bearing loans and borrowings
|
| | | | 48,430 | | | | | | — | | | | | | — | | | | | | | | | 48,430 | | |
Lease liabilities
|
| | | | 6,322 | | | | | | — | | | | | | 8,169 | | | |
B
|
| | | | 14,491 | | |
| | |
UK GAAP
|
| |
UK GAAP
error correction |
| |
IFRS reclassification
and remeasurements |
| |
Ref
|
| |
IFRS as at
January 1, 2021 |
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| | | | |
£’000s
|
| ||||||||||||
Deferred consideration
|
| | | | 7,190 | | | | | | — | | | | | | — | | | | | | | | | 7,190 | | |
Gross obligations under put options
|
| | | | — | | | | | | — | | | | | | 802 | | | |
E
|
| | | | 802 | | |
Income taxes payable
|
| | | | 3,285 | | | | | | — | | | | | | — | | | | | | | | | 3,285 | | |
Contract liabilities
|
| | | | 3,834 | | | | | | — | | | | | | — | | | | | | | | | 3,834 | | |
Trade and other payables
|
| | | | 84,468 | | | | | | — | | | | | | — | | | | | | | | | 84,468 | | |
Total current liabilities
|
| | | | 168,002 | | | | | | — | | | | | | 8,971 | | | | | | | | | 176,973 | | |
TOTAL LIABILITIES
|
| | |
|
433,040
|
| | | |
|
319
|
| | | |
|
104,406
|
| | | | | | |
|
537,765
|
| |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issued capital
|
| | | | 79 | | | | | | — | | | | | | — | | | | | | | | | 79 | | |
Share premium
|
| | | | 6,336 | | | | | | — | | | | | | — | | | | | | | | | 6,336 | | |
Other reserves
|
| | | | 5,080 | | | | | | — | | | | | | (6,062) | | | |
E
|
| | | | (982) | | |
Retained earnings/(Accumulated deficit)
|
| | | | 17 | | | | | | (2,282) | | | | | | (24,940) | | | |
A, C, E
|
| | | | (27,205) | | |
Equity attributable to equity holders of the parent
|
| | | | 11,512 | | | | |
|
(2,282)
|
| | | | | (31,002) | | | | | | | | | (21,772) | | |
Non-controlling interests
|
| | | | 35,309 | | | | | | — | | | | | | (30,423) | | | |
E
|
| | | | 4,886 | | |
TOTAL EQUITY
|
| | | | 46,821 | | | | | | (2,282) | | | | | | (61,425) | | | | | | | | | (16,886) | | |
|
| | |
UK GAAP
|
| |
UK GAAP
error correction |
| |
IFRS reclassification
and remeasurement |
| |
Ref
|
| |
IFRS as at
December 31, 2021 |
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| | | | |
£’000s
|
| ||||||||||||
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 150,840 | | | | | | — | | | | | | 43,613 | | | |
B
|
| | | | 194,453 | | |
Goodwill
|
| | | | 134,851 | | | | | | (3,643) | | | | | | 4,281 | | | |
A, C
|
| | | | 135,489 | | |
Other intangible assets
|
| | | | 30,891 | | | | | | 855 | | | | | | 3,313 | | | |
A, C
|
| | | | 35,059 | | |
Deferred tax assets
|
| | | | 1,955 | | | | | | — | | | | | | — | | | | | | | | | 1,955 | | |
Total non-current assets
|
| | |
|
318,537
|
| | | | | (2,788) | | | | |
|
51,207
|
| | | | | | |
|
366,956
|
| |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable from related parties
|
| | | | 7,967 | | | | | | — | | | | | | — | | | | | | | | | 7,967 | | |
Other current assets
|
| | | | 3,262 | | | | | | — | | | | | | — | | | | | | | | | 3,262 | | |
Prepayments
|
| | | | 9,169 | | | | | | — | | | | | | — | | | | | | | | | 9,169 | | |
Inventories
|
| | | | 42,709 | | | | | | — | | | | | | — | | | | | | | | | 42,709 | | |
Trade receivables
|
| | | | 75,402 | | | | | | — | | | | | | (3,676) | | | |
D
|
| | | | 71,726 | | |
Contract assets
|
| | | | 3,247 | | | | | | — | | | | | | 3,676 | | | |
D
|
| | | | 6,923 | | |
Cash and cash equivalents
|
| | | | 50,100 | | | | | | — | | | | | | — | | | | | | | | | 50,100 | | |
Total current assets
|
| | |
|
191,856
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | | |
|
191,856
|
| |
TOTAL ASSETS
|
| | | | 510,393 | | | | | | (2,788) | | | | | | 51,207 | | | | | | | | | 558,812 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing loans and borrowings
|
| | | | 249,270 | | | | | | — | | | | | | — | | | | | | | | | 249,270 | | |
Lease liabilities
|
| | | | 11,020 | | | | | | — | | | | | | 30,869 | | | |
B
|
| | | | 41,889 | | |
Other liabilities
|
| | | | 1,941 | | | | | | — | | | | | | — | | | | | | | | | 1,941 | | |
Deferred consideration
|
| | | | 2,884 | | | | | | — | | | | | | — | | | | | | | | | 2,884 | | |
Gross obligations under put options
|
| | | | — | | | | | | — | | | | | | 78,320 | | | |
E
|
| | | | 78,320 | | |
Deferred tax liabilities
|
| | | | 15,026 | | | | | | 214 | | | | | | 968 | | | |
G
|
| | | | 16,208 | | |
| | |
UK GAAP
|
| |
UK GAAP
error correction |
| |
IFRS reclassification
and remeasurement |
| |
Ref
|
| |
IFRS as at
December 31, 2021 |
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| | | | |
£’000s
|
| ||||||||||||
Total non-current liabilities
|
| | |
|
280,141
|
| | | |
|
214
|
| | | |
|
110,157
|
| | | | | | |
|
390,512
|
| |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans payable to related parties
|
| | | | 11,398 | | | | | | — | | | | | | — | | | | | | | | | 11,398 | | |
Interest-bearing loans and borrowings
|
| | | | 46,040 | | | | | | — | | | | | | — | | | | | | | | | 46,040 | | |
Lease liabilities
|
| | | | 7,927 | | | | | | — | | | | | | 12,784 | | | |
B
|
| | | | 20,711 | | |
Deferred consideration
|
| | | | 3,132 | | | | | | — | | | | | | — | | | | | | | | | 3,132 | | |
Gross obligations under put options
|
| | | | — | | | | | | — | | | | | | 690 | | | |
E
|
| | | | 690 | | |
Income taxes payable
|
| | | | 3,118 | | | | | | — | | | | | | — | | | | | | | | | 3,118 | | |
Contract liabilities
|
| | | | 4,481 | | | | | | — | | | | | | — | | | | | | | | | 4,481 | | |
Trade and other payables
|
| | | | 89,136 | | | | | | — | | | | | | — | | | | | | | | | 89,136 | | |
Total current liabilities
|
| | |
|
165,232
|
| | | |
|
—
|
| | | |
|
13,474
|
| | | | | | |
|
178,706
|
| |
TOTAL LIABILITIES
|
| | |
|
445,373
|
| | | |
|
214
|
| | | |
|
123,631
|
| | | | | | |
|
569,218
|
| |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issued capital
|
| | | | 79 | | | | | | — | | | | | | — | | | | | | | | | 79 | | |
Share premium
|
| | | | 6,336 | | | | | | — | | | | | | — | | | | | | | | | 6,336 | | |
Other reserves
|
| | | | 5,998 | | | | | | — | | | | | | (5,655) | | | |
E
|
| | | | 343 | | |
Retained earnings/(Accumulated deficit)
|
| | | | 14,065 | | | | | | (3,002) | | | | | | (33,533) | | | |
A, B, C,
E, G |
| | | | (22,470) | | |
Equity attributable to equity
holders of the parent |
| | | | 26,478 | | | | | | (3,002) | | | | | | (39,188) | | | | | | | | | (15,712) | | |
Non-controlling interests
|
| | | | 38,542 | | | | | | — | | | | | | (33,236) | | | |
E
|
| | | | 5,306 | | |
TOTAL EQUITY
|
| | | | 65,020 | | | | | | (3,002) | | | | | | (72,424) | | | | | | | | | (10,406) | | |
|
| | |
UK GAAP
|
| |
UK GAAP
error correction |
| |
IFRS reclassification
and remeasurement |
| |
Ref
|
| |
IFRS for the
year ended December 31, 2021 |
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| | | | |
£’000s
|
| ||||||||||||
Revenue
|
| | | | 561,429 | | | | | | — | | | | | | (4,097) | | | |
F
|
| | | | 557,332 | | |
Cost of sales
|
| | | | (361,458) | | | | | | — | | | | | | 5,443 | | | |
B, F
|
| | | | (356,015) | | |
Gross profit
|
| | | | 199,971 | | | | | | — | | | | | | 1,346 | | | | | | | | | 201,317 | | |
Selling and distribution expenses
|
| | | | (29,846) | | | | | | — | | | | | | — | | | | | | | | | (29,846) | | |
General and administrative
expenses |
| | | | (120,116) | | | | | | (826) | | | | | | 10,758 | | | |
A, B, C
|
| | | | (110,184) | | |
Other expenses, net
|
| | | | 2,969 | | | | | | — | | | | | | (4,289) | | | |
C, F
|
| | | | (1,320) | | |
Operating profit
|
| | | | 52,978 | | | | | | (826) | | | | | | 7,815 | | | | | | | | | 59,967 | | |
Finance expense
|
| | | | (25,542) | | | | | | — | | | | | | (18,937) | | | |
B, E
|
| | | | (44,479) | | |
Finance income
|
| | | | 187 | | | | | | — | | | | | | — | | | | | | | | | 187 | | |
Profit before income tax
|
| | |
|
27,623
|
| | | | | (826) | | | | |
|
(11,122)
|
| | | | | | |
|
15,675
|
| |
Income tax expense
|
| | | | (10,608) | | | | | | 106 | | | | | | (122) | | | |
G
|
| | | | (10,624) | | |
Net profit
|
| | | | 17,015 | | | | | | (720) | | | | | | (11,244) | | | | | | | | | 5,051 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity holders of the parent
|
| | | | 14,558 | | | | | | (720) | | | | | | (9,127) | | | | | | | | | 4,711 | | |
Non-controlling interests
|
| | | | 2,457 | | | | | | — | | | | | | (2,117) | | | | | | | | | 340 | | |
| | |
UK GAAP
|
| |
UK GAAP
error correction |
| |
IFRS reclassification
and remeasurement |
| |
Ref
|
| |
IFRS for the
year ended December 31, 2021 |
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| | | | |
£’000s
|
| ||||||||||||
Net profit | | | | | 17,015 | | | | | | (720) | | | | | | (11,244) | | | | | | | | | 5,051 | | |
Items that may be reclassified to profit or loss in subsequent periods:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of remaining 50% of joint venture
|
| | | | (435) | | | | | | — | | | | | | 435 | | | |
C
|
| | | | — | | |
Change in the fair value of cash flow hedging instruments
|
| | | | 1,671 | | | | | | — | | | | | | — | | | | | | | | | 1,671 | | |
Total tax on components of other comprehensive income
|
| | | | (346) | | | | | | — | | | | | | — | | | | | | | | | (346) | | |
Total other comprehensive income that may
be reclassified to profit or loss in subsequent periods |
| | | | 890 | | | | | | — | | | | | | 435 | | | | | | | | | 1,325 | | |
Items that will not be reclassified to profit or loss in subsequent periods:
|
| | | | | | | | |
|
—
|
| | | | | | | | | | | | | | | | |
Revaluation of property, plant and equipment
|
| | | | 190 | | | | | | — | | | | | | (190) | | | | | | | | | — | | |
Total other comprehensive income that will
not be reclassified to profit or loss in subsequent periods |
| | | | 190 | | | | | | — | | | | | | (190) | | | | | | | | | — | | |
Other comprehensive income for the year, net of tax
|
| | | | 1,080 | | | | | | — | | | | | | 245 | | | | | | | | | 1,325 | | |
Total comprehensive income for the year, net of tax
|
| | | | 18,095 | | | | | | (720) | | | | | | (10,999) | | | | | | | | | 6,376 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity holders of the parent
|
| | | | 15,042 | | | | | | (720) | | | | | | (8,286) | | | | | | | | | 6,036 | | |
Non-controlling interests
|
| | | | 3,053 | | | | | | — | | | | | | (2,713) | | | | | | | | | 340 | | |
| | Buildings | | | | 2% – 33% straight-line basis | | |
| | Leasehold improvement | | | | 2% – 25% reducing balance or straight-line basis or over the lease term | | |
| | Plant and machinery | | | | 9.37% – 50% reducing balance or straight-line basis | | |
| | Fixtures and equipment | | | | 10% – 50% reducing balance or straight-line basis | | |
| | Motor Vehicle | | | | 16.67% – 50% reducing balance or straight-line basis | | |
| Brands | | | 5% – 33% straight line basis | |
| Customer-related intangibles | | | 10% – 13% straight-line basis | |
| Supplier relationships | | | 9% straight-line basis | |
Type of goods or service:
|
| |
Relevant segments
|
| |
2022
|
| |
2021
|
| ||||||
| | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Sales of goods | | | | | | | | | | | | | | | | |
Sale of industrial products
|
| |
Industrial Products & Industrial Services(1)
|
| | | | 284,180 | | | | | | 248,779 | | |
Sale of retail products
|
| | Consumer Products | | | | | 111,444 | | | | | | 100,794 | | |
Construction contracts
|
| | Industrial Services | | | | | 102,423 | | | | | | 88,444 | | |
Maintenance and other services
|
| | Industrial Services and Other | | | | | 88,981 | | | | | | 79,496 | | |
Total revenue from contracts with customers
|
| | | | | |
|
587,028
|
| | | |
|
517,513
|
| |
Plant hire (leasing) income
|
| | Industrial Services | | | | | 46,194 | | | | | | 39,819 | | |
Total revenue
|
| | | | | |
|
633,222
|
| | | |
|
557,332
|
| |
Year ended December 31, 2022
|
| |
Consumer
Products |
| |
Industrial
Products |
| |
Industrial
Services |
| |
Other
|
| |
Total
segment |
| |
Adjustment,
eliminations, & corporate allocations |
| |
Total
consolidated |
| |||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
External customers
|
| | | | 111,444 | | | | | | 224,879 | | | | | | 279,684 | | | | | | 17,160 | | | | | | 633,167 | | | | | | 55 | | | | | | 633,222 | | |
Inter-segment
|
| | | | — | | | | | | 377 | | | | | | 3,513 | | | | | | 11 | | | | | | 3,901 | | | | | | (3,901) | | | | | | — | | |
Total revenue
|
| | |
|
111,444
|
| | | |
|
225,256
|
| | | |
|
283,197
|
| | | |
|
17,171
|
| | | |
|
637,068
|
| | | |
|
(3,846)
|
| | | |
|
633,222
|
| |
Cost of sales
|
| | | | (39,710) | | | | | | (162,448) | | | | | | (196,449) | | | | | | (9,979) | | | | | | (408,586) | | | | | | 3,901 | | | | | | (404,685) | | |
Selling and distribution expenses
|
| | | | (31,555) | | | | | | (2) | | | | | | (4,269) | | | | | | — | | | | | | (35,826) | | | | | | — | | | | | | (35,826) | | |
General and administrative expenses
|
| | | | (30,656) | | | | | | (41,798) | | | | | | (50,692) | | | | | | (6,871) | | | | | | (130,017) | | | | | | (872) | | | | | | (130,889) | | |
Other expenses, net
|
| | | | — | | | | | | 312 | | | | | | (2,463) | | | | | | 129 | | | | | | (2,022) | | | | | | 17 | | | | | | (2,005) | | |
Add backs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation
|
| | | | 4,613 | | | | | | 6,587 | | | | | | 25,332 | | | | | | 1,069 | | | | | | 37,601 | | | | | | 411 | | | | | | 38,012 | | |
Amortization
|
| | | | 1,143 | | | | | | 2,131 | | | | | | 1,345 | | | | | | 16 | | | | | | 4,635 | | | | | | (12) | | | | | | 4,623 | | |
Management fees(1)
|
| | | | 500 | | | | | | 3,692 | | | | | | 7,185 | | | | | | 300 | | | | | | 11,677 | | | | | | (11,677) | | | | | | — | | |
Share-based payment expense
|
| | | | 607 | | | | | | — | | | | | | — | | | | | | — | | | | | | 607 | | | | | | 1,333 | | | | | | 1,940 | | |
Non-core capital raise costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,804 | | | | | | 1,804 | | |
Non-core professional fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,174 | | | | | | 2,174 | | |
Segment adjusted EBITDA
|
| | |
|
16,386
|
| | | |
|
33,730
|
| | | |
|
63,186
|
| | | |
|
1,835
|
| | | |
|
115,137
|
| | | |
|
(6,767)
|
| | | |
|
108,370
|
| |
Year ended December 31, 2021
|
| |
Consumer
Products |
| |
Industrial
Products |
| |
Industrial
Services |
| |
Other
|
| |
Total
segment |
| |
Adjustment,
eliminations, & corporate allocations |
| |
Total
consolidated |
| |||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
External customers
|
| | | | 100,794 | | | | | | 191,834 | | | | | | 247,611 | | | | | | 17,061 | | | | | | 557,300 | | | | | | 32 | | | | | | 557,332 | | |
Inter-segment
|
| | | | — | | | | | | 571 | | | | | | 2,893 | | | | | | 64 | | | | | | 3,528 | | | | | | (3,528) | | | | | | — | | |
Total revenue
|
| | |
|
100,794
|
| | | |
|
192,405
|
| | | |
|
250,504
|
| | | |
|
17,125
|
| | | |
|
560,828
|
| | | |
|
(3,496)
|
| | | |
|
557,332
|
| |
Cost of sales
|
| | | | (37,017) | | | | | | (139,021) | | | | | | (173,687) | | | | | | (9,817) | | | | | | (359,542) | | | | | | 3,527 | | | | | | (356,015) | | |
Selling and distribution expenses
|
| | | | (27,573) | | | | | | (2) | | | | | | (2,271) | | | | | | — | | | | | | (29,846) | | | | | | — | | | | | | (29,846) | | |
General and administrative expenses
|
| | | | (28,509) | | | | | | (34,947) | | | | | | (46,820) | | | | | | (6,781) | | | | | | (117,057) | | | | | | 6,873 | | | | | | (110,184) | | |
Other expenses, net
|
| | | | 1,237 | | | | | | 773 | | | | | | (3,948) | | | | | | 352 | | | | | | (1,586) | | | | | | 266 | | | | | | (1,320) | | |
Add backs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation
|
| | | | 4,428 | | | | | | 5,360 | | | | | | 23,168 | | | | | | 1,017 | | | | | | 33,973 | | | | | | 405 | | | | | | 34,378 | | |
Amortization
|
| | | | 1,143 | | | | | | 1,379 | | | | | | 1,372 | | | | | | 16 | | | | | | 3,910 | | | | | | (12) | | | | | | 3,898 | | |
Management fees(1)
|
| | | | 500 | | | | | | 3,315 | | | | | | 6,912 | | | | | | 300 | | | | | | 11,027 | | | | | | (11,027) | | | | | | — | | |
Share-based payment expense
|
| | | | 814 | | | | | | — | | | | | | — | | | | | | — | | | | | | 814 | | | | | | — | | | | | | 814 | | |
Segment adjusted EBITDA
|
| | |
|
15,817
|
| | | |
|
29,262
|
| | | |
|
55,230
|
| | | |
|
2,212
|
| | | |
|
102,521
|
| | | |
|
(3,464)
|
| | | |
|
99,057
|
| |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Segment adjusted EBITDA | | | | | | | | | | | | | |
Consumer Products
|
| | | | 16,386 | | | | | | 15,817 | | |
Industrial Products
|
| | | | 33,730 | | | | | | 29,262 | | |
Industrial Services
|
| | | | 63,186 | | | | | | 55,230 | | |
Other
|
| | | | 1,835 | | | | | | 2,212 | | |
Adjustments, eliminations, & corporate allocations
|
| | | | (6,767) | | | | | | (3,464) | | |
Total segment adjusted EBITDA
|
| | |
|
108,370
|
| | | |
|
99,057
|
| |
Share-based payment expense
|
| | | | (1,940) | | | | | | (814) | | |
Non-core capital raise costs(i)
|
| | | | (1,804) | | | | | | — | | |
Non-core professional fees(ii)
|
| | | | (2,174) | | | | | | — | | |
Depreciation and amortization
|
| | | | (42,635) | | | | | | (38,276) | | |
Finance income
|
| | | | 290 | | | | | | 187 | | |
Finance expense
|
| | | | (54,712) | | | | | | (44,479) | | |
Profit before income tax
|
| | | | 5,395 | | | | | | 15,675 | | |
| | |
Total acquisitions
|
| |||
| | |
£’000s
|
| |||
Property, plant and equipment
|
| | | | 10,281 | | |
Other intangible assets | | | | | | | |
Brands
|
| | | | 1,493 | | |
Customer-related intangibles(i)
|
| | | | 9,281 | | |
Supplier relationship
|
| | | | 1,172 | | |
Cash and cash equivalents
|
| | | | 11,179 | | |
Trade receivables
|
| | | | 4,066 | | |
Inventories
|
| | | | 101 | | |
Trade and other payables
|
| | | | (2,461) | | |
Deferred tax liabilities
|
| | | | (3,996) | | |
Lease liabilities
|
| | | | (1,915) | | |
Interest-bearing loans and borrowings
|
| | | | (1,201) | | |
Taxation and other payables
|
| | | | (2,609) | | |
Provisions
|
| | | | (1,621) | | |
Total identifiable net assets at fair value
|
| | |
|
23,770
|
| |
Total purchase consideration transferred
|
| |
Total acquisitions
|
| |||
| | |
£’000s
|
| |||
Cash paid
|
| | | | 25,827 | | |
Deferred consideration payable(i)
|
| | | | 4,286 | | |
Non-Controlling interest measured at proportionate share of the acquiree’s identifiable net assets
|
| | | | (89) | | |
Total identifiable net assets at fair value
|
| | | | (23,770) | | |
Total goodwill arising on acquisitions
|
| | | £ | 6,254 | | |
| | |
Total acquisitions
|
| |||
| | |
£’000s
|
| |||
Property, plant and equipment
|
| | | | 596 | | |
Other intangible assets | | | | | | | |
Brands
|
| | | | 380 | | |
Customer-related intangibles(i)
|
| | | | 3,008 | | |
Inventories
|
| | | | 71 | | |
Trade receivables
|
| | | | 2,847 | | |
Cash and cash equivalents
|
| | | | 3,308 | | |
Deferred tax liabilities
|
| | | | (890) | | |
Lease liabilities
|
| | | | (376) | | |
Interest-bearing loans and borrowings
|
| | | | (384) | | |
Trade and other payables
|
| | | | (2,963) | | |
Total identifiable net assets at fair value
|
| | | | 5,597 | | |
Total purchase consideration transferred
|
| |
Total acquisitions
|
| |||
| | |
£’000s
|
| |||
Cash paid
|
| | | | 6,116 | | |
Deferred consideration payable
|
| | | | 2,008 | | |
Previously held interest at fair value
|
| | | | (121) | | |
Settlement of pre-existing intercompany balance
|
| | | | (998) | | |
Total identifiable net assets at fair value
|
| | | | (5,597) | | |
Total goodwill arising on acquisitions
|
| | | £ | 1,904 | | |
Total bargain purchase arising on acquisitions
|
| | | £ | (496) | | |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Costs of inventories recognized as expense
|
| | | | 256,619 | | | | | | 224,606 | | |
Wages and salaries
|
| | | | 124,842 | | | | | | 111,561 | | |
Distribution cost
|
| | | | 35,440 | | | | | | 29,846 | | |
Professional and consultancy fees
|
| | | | 25,670 | | | | | | 19,614 | | |
Costs of rental property, plant and equipment recognized as expense
|
| | | | 12,616 | | | | | | 9,662 | | |
Social security costs
|
| | | | 12,092 | | | | | | 10,208 | | |
Post-employment benefits
|
| | | | 4,441 | | | | | | 3,987 | | |
Waste disposal
|
| | | | 4,087 | | | | | | 3,740 | | |
Depreciation
|
| | | | 38,012 | | | | | | 34,378 | | |
Amortization of intangible assets
|
| | | | 4,623 | | | | | | 3,898 | | |
Expected credit losses of trade receivables and contract assets
|
| | | | 233 | | | | | | 209 | | |
Expenses relating to short-term and low value leases
|
| | | | 204 | | | | | | 2,714 | | |
Cash settled share-based payment expense
|
| | | | 607 | | | | | | 814 | | |
Equity settled share-based payment expense
|
| | | | 1,333 | | | | | | — | | |
Government grants
|
| | | | (85) | | | | | | (2,075) | | |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Net gain on disposal of property, plant and equipment
|
| | | | (693) | | | | | | (899) | | |
Net foreign exchange differences
|
| | | | (223) | | | | | | 14 | | |
Other expenses
|
| | | | 53,587 | | | | | | 45,088 | | |
Total | | | | | 573,405 | | | | | | 497,365 | | |
|
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Interest on interest-bearing loans and borrowings
|
| | | | 40,112 | | | | | | 23,017 | | |
Interest on lease liabilities
|
| | | | 2,487 | | | | | | 2,085 | | |
Interest expense on loans from related parties
|
| | | | 35 | | | | | | 122 | | |
Interest expense on gross obligations under put options
|
| | | | 8,082 | | | | | | 5,936 | | |
Loss on remeasurement of gross obligations under put options
|
| | | | 2,608 | | | | | | 11,745 | | |
Invoice discounting
|
| | | | 1,258 | | | | | | 999 | | |
Other charges
|
| | | | 130 | | | | | | 575 | | |
Total finance expense
|
| | | | 54,712 | | | | | | 44,479 | | |
Consolidated profit or loss
|
| |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Income tax: | | | | | | | | | | | | | |
Current income tax charge
|
| | | | 6,674 | | | | | | 8,293 | | |
Prior year tax adjustment
|
| | | | (753) | | | | | | (332) | | |
Deferred tax: | | | | | | | | | | | | | |
Relating to origination and reversal of temporary differences
|
| | | | 365 | | | | | | 2,415 | | |
Prior year tax adjustment
|
| | | | 697 | | | | | | 248 | | |
Income tax expense reported in the consolidated statements of profit or loss
|
| | | | 6,983 | | | | | | 10,624 | | |
Consolidated other comprehensive income
|
| |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Deferred tax related to items recognized in the consolidated statements of other comprehensive income during in the year:
|
| | | | | | | | | | | | |
Net gain/(loss) on cash flow hedges
|
| | |
|
165
|
| | | |
|
(346)
|
| |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Accounting profit before income tax
|
| | | | 5,395 | | | | | | 15,675 | | |
At domestic statutory income tax rate of 19%
|
| | | | 1,025 | | | | | | 2,978 | | |
Impact of tax rate changes
|
| | | | 122 | | | | | | 2,957 | | |
Income not taxable
|
| | | | (223) | | | | | | (6) | | |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Adjustment in respect of prior periods
|
| | | | (56) | | | | | | (84) | | |
Rollover relief
|
| | | | 66 | | | | | | 22 | | |
Losses in group undertaking prior to administration
|
| | | | 74 | | | | | | 213 | | |
Non-deductible expense for tax purposes
|
| | | | 6,346 | | | | | | 4,591 | | |
Other
|
| | | | (371) | | | | | | (47) | | |
At the effective income tax rate of 129% and 68%, respectively
|
| | | | 6,983 | | | | | | 10,624 | | |
|
| | |
Consolidated statements of
financial position |
| |
Consolidated statements of
profit or loss |
| ||||||||||||||||||||||||
| | |
December 31,
2022 |
| |
December 31,
2021 |
| |
January 1,
2021 |
| |
2022
|
| |
2021
|
| |||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||
Accelerated capital allowance
|
| | | | (13,336) | | | | | | (7,589) | | | | | | (4,818) | | | | | | (1,219) | | | | | | (1,378) | | |
Non trading timing difference
|
| | | | (6,974) | | | | | | (7,731) | | | | | | (6,443) | | | | | | 757 | | | | | | (1,288) | | |
Short term timing difference
|
| | | | 875 | | | | | | 1,002 | | | | | | 762 | | | | | | (127) | | | | | | 240 | | |
Losses
|
| | | | 289 | | | | | | 65 | | | | | | 54 | | | | | | 224 | | | | | | 11 | | |
Deferred tax expense
|
| | | | | | | | | | | | | | | | | | | | | | (365) | | | | | | (2,415) | | |
Net deferred tax liabilities
|
| | | | (19,146) | | | | | | (14,253) | | | | | | (10,445) | | | | | | | | | | | | | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| |
January 1,
2021 |
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Deferred tax assets
|
| | | | 1,693 | | | | | | 1,955 | | | | | | 1,568 | | |
Deferred tax liabilities
|
| | | | (20,839) | | | | | | (16,208) | | | | | | (12,013) | | |
Deferred tax assets/liabilities, net
|
| | | | (19,146) | | | | | | (14,253) | | | | | | (10,445) | | |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
As at January 1,
|
| | | | (14,253) | | | | | | (10,445) | | |
Tax expense in consolidated statements of profit or loss
|
| | | | (365) | | | | | | (2,415) | | |
Tax benefit/(expense) in consolidated statements of changes in equity
|
| | | | 165 | | | | | | (346) | | |
Acquisitions
|
| | | | (3,996) | | | | | | (890) | | |
Disposals
|
| | | | — | | | | | | 91 | | |
Adjustment in respect of prior years
|
| | | | (697) | | | | | | (248) | | |
As at December 31,
|
| | | | (19,146) | | | | | | (14,253) | | |
| | |
Non-rental property, plant and equipment
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Land and
buildings |
| |
Leasehold
improvement |
| |
Plant and
machinery |
| |
Fixtures and
equipment |
| |
Forklift and
motor vehicles |
| |
Other
|
| |
Subtotal
|
| |
Rental
property, plant and equipment |
| |
Total
|
| |||||||||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at January 1, 2021
|
| | |
|
45,087
|
| | | |
|
3,060
|
| | | |
|
73,490
|
| | | |
|
16,403
|
| | | |
|
25,926
|
| | | |
|
21,723
|
| | | |
|
185,689
|
| | | |
|
133,716
|
| | | |
|
319,405
|
| |
Additions/modification
|
| | | | 3,178 | | | | | | 771 | | | | | | 13,860 | | | | | | 1,923 | | | | | | 4,757 | | | | | | (3,117) | | | | | | 21,372 | | | | | | 44,609 | | | | | | 65,981 | | |
Acquisition of subsidiary
|
| | | | 333 | | | | | | — | | | | | | 123 | | | | | | 17 | | | | | | 121 | | | | | | 2 | | | | | | 596 | | | | | | — | | | | | | 596 | | |
Disposal of subsidiary
|
| | | | — | | | | | | — | | | | | | (267) | | | | | | (44) | | | | | | (204) | | | | | | — | | | | | | (515) | | | | | | — | | | | | | (515) | | |
Disposals
|
| | | | (1,131) | | | | | | (214) | | | | | | (6,847) | | | | | | (3,783) | | | | | | (2,071) | | | | | | — | | | | | | (14,046) | | | | | | (24,085) | | | | | | (38,131) | | |
As at December 31, 2021
|
| | |
|
47,467
|
| | | |
|
3,617
|
| | | |
|
80,359
|
| | | |
|
14,516
|
| | | |
|
28,529
|
| | | |
|
18,608
|
| | | |
|
193,096
|
| | | |
|
154,240
|
| | | |
|
347,336
|
| |
Additions
|
| | | | 2,013 | | | | | | 149 | | | | | | 9,685 | | | | | | 2,842 | | | | | | 9,295 | | | | | | 848 | | | | | | 24,832 | | | | | | 50,275 | | | | | | 75,107 | | |
Acquisition of subsidiary
|
| | | | 3,888 | | | | | | — | | | | | | 5,611 | | | | | | 92 | | | | | | 677 | | | | | | 13 | | | | | | 10,281 | | | | | | — | | | | | | 10,281 | | |
Transfers
|
| | | | — | | | | | | — | | | | | | 704 | | | | | | 513 | | | | | | 530 | | | | | | — | | | | | | 1,747 | | | | | | (1,747) | | | | | | — | | |
Disposals
|
| | | | — | | | | | | (225) | | | | | | (8,568) | | | | | | (76) | | | | | | (2,603) | | | | | | — | | | | | | (11,472) | | | | | | (22,970) | | | | | | (34,442) | | |
As at December 31, 2022
|
| | |
|
53,368
|
| | | |
|
3,541
|
| | | |
|
87,791
|
| | | |
|
17,887
|
| | | |
|
36,428
|
| | | |
|
19,469
|
| | | |
|
218,484
|
| | | |
|
179,798
|
| | | |
|
398,282
|
| |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at January 1, 2021
|
| | | | (4,593) | | | | | | (720) | | | | | | (52,443) | | | | | | (11,390) | | | | | | (14,211) | | | | | | — | | | | | | (83,357) | | | | | | (53,192) | | | | | | (136,549) | | |
Depreciation charge for the year
|
| | | | (2,304) | | | | | | (210) | | | | | | (4,945) | | | | | | (1,986) | | | | | | (4,335) | | | | | | (3,688) | | | | | | (17,468) | | | | | | (16,910) | | | | | | (34,378) | | |
Acquisition of subsidiary
|
| | | | — | | | | | | — | | | | | | 154 | | | | | | 22 | | | | | | 153 | | | | | | — | | | | | | 329 | | | | | | — | | | | | | 329 | | |
Disposals
|
| | | | 9 | | | | | | 214 | | | | | | 3,202 | | | | | | 3,765 | | | | | | 1,587 | | | | | | — | | | | | | 8,777 | | | | | | 8,938 | | | | | | 17,715 | | |
As at December 31, 2021
|
| | | | (6,888) | | | | | | (716) | | | | | | (54,032) | | | | | | (9,589) | | | | | | (16,806) | | | | | | (3,688) | | | | | | (91,719) | | | | | | (61,164) | | | | | | (152,883) | | |
Depreciation charge for the year
|
| | | | (2,707) | | | | | | (219) | | | | | | (6,181) | | | | | | (2,124) | | | | | | (5,111) | | | | | | (2,797) | | | | | | (19,139) | | | | | | (18,873) | | | | | | (38,012) | | |
Transfer
|
| | | | — | | | | | | — | | | | | | (357) | | | | | | (306) | | | | | | (279) | | | | | | — | | | | | | (942) | | | | | | 942 | | | | | | — | | |
Disposals
|
| | | | — | | | | | | 225 | | | | | | 1,434 | | | | | | 68 | | | | | | 1,978 | | | | | | — | | | | | | 3,705 | | | | | | 8,275 | | | | | | 11,980 | | |
As at December 31, 2022
|
| | | | (9,595) | | | | | | (710) | | | | | | (59,136) | | | | | | (11,951) | | | | | | (20,218) | | | | | | (6,485) | | | | | | (108,095) | | | | | | (70,820) | | | | | | (178,915) | | |
Net carrying value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at December 31, 2022
|
| | |
|
43,773
|
| | | |
|
2,831
|
| | | |
|
28,655
|
| | | |
|
5,936
|
| | | |
|
16,210
|
| | | |
|
12,984
|
| | | |
|
110,389
|
| | | |
|
108,978
|
| | | |
|
219,367
|
| |
As at December 31, 2021
|
| | |
|
40,579
|
| | | |
|
2,901
|
| | | |
|
26,327
|
| | | |
|
4,927
|
| | | |
|
11,723
|
| | | |
|
14,920
|
| | | |
|
101,377
|
| | | |
|
93,076
|
| | | |
|
194,453
|
| |
As at January 1, 2021
|
| | |
|
40,494
|
| | | |
|
2,340
|
| | | |
|
21,047
|
| | | |
|
5,013
|
| | | |
|
11,715
|
| | | |
|
21,723
|
| | | |
|
102,332
|
| | | |
|
80,524
|
| | | |
|
182,856
|
| |
| | |
Goodwill
|
| |
Brands
|
| |
Customer-related
intangibles |
| |
Supplier
relationships |
| |
Total intangible
assets |
| |||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at January 1, 2021
|
| | | | 133,938 | | | | | | 31,224 | | | | | | 18,862 | | | | | | — | | | | | | 184,024 | | |
Acquisition of a subsidiary
|
| | | | 1,904 | | | | | | 380 | | | | | | 3,008 | | | | | | — | | | | | | 5,292 | | |
Disposal
|
| | | | (353) | | | | | | — | | | | | | — | | | | | | — | | | | | | (353) | | |
As at December 31, 2021
|
| | | | 135,489 | | | | | | 31,604 | | | | | | 21,870 | | | | | | — | | | | | | 188,963 | | |
Acquisition of a subsidiary
|
| | | | 6,254 | | | | | | 1,493 | | | | | | 9,281 | | | | | | 1,172 | | | | | | 18,200 | | |
As at December 31, 2022
|
| | |
|
141,743
|
| | | |
|
33,097
|
| | | |
|
31,151
|
| | | |
|
1,172
|
| | | |
|
207,163
|
| |
Accumulated amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at January 1, 2021
|
| | | | — | | | | | | (3,411) | | | | | | (11,106) | | | | | | — | | | | | | (14,517) | | |
Amortization charge for the year
|
| | | | — | | | | | | (2,148) | | | | | | (1,750) | | | | | | — | | | | | | (3,898) | | |
As at December 31, 2021
|
| | | | — | | | | | | (5,559) | | | | | | (12,856) | | | | | | — | | | | | | (18,415) | | |
Amortization charge for the year
|
| | | | — | | | | | | (2,446) | | | | | | (2,149) | | | | | | (28) | | | | | | (4,623) | | |
As at December 31, 2022
|
| | | | — | | | | | | (8,005) | | | | | | (15,005) | | | | | | (28) | | | | | | (23,038) | | |
Net carrying value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at December 31, 2022
|
| | | | 141,743 | | | | | | 25,092 | | | | | | 16,146 | | | | | | 1,144 | | | | | | 184,125 | | |
As at December 31, 2021
|
| | |
|
135,489
|
| | | |
|
26,045
|
| | | |
|
9,014
|
| | | |
|
—
|
| | | |
|
170,548
|
| |
As at January 1, 2021
|
| | | | 133,938 | | | | | | 27,813 | | | | | | 7,756 | | | | | | — | | | | | | 169,507 | | |
| | |
December 31, 2022
|
| |
December 31, 2021
|
| |
January 1, 2021
|
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
WPI | | | | | 28,490 | | | | | | 28,490 | | | | | | 28,490 | | |
Cotton Traders
|
| | | | 25,726 | | | | | | 25,726 | | | | | | 25,726 | | |
W H Good
|
| | | | 10,084 | | | | | | 10,084 | | | | | | 10,084 | | |
MSW
|
| | | | 8,718 | | | | | | 8,718 | | | | | | 8,718 | | |
FMG
|
| | | | 8,067 | | | | | | 8,067 | | | | | | 8,067 | | |
Plant Hire
|
| | | | 5,383 | | | | | | 5,383 | | | | | | 5,383 | | |
Total
|
| | |
|
86,468
|
| | | |
|
86,468
|
| | | |
|
86,468
|
| |
As a percentage of the total goodwill balance
|
| | | | 61% | | | | | | 64% | | | | | | 65% | | |
| | |
December 31, 2022
|
| |
December 31, 2021
|
| |
January 1, 2021
|
| |||||||||
Pre-tax Discount Rate | | | | | | | | | | | | | | | | | | | |
WPI
|
| | | | 16.5% | | | | | | 14.5% | | | | | | 14.0% | | |
Cotton Traders
|
| | | | 18.5% | | | | | | 15.0% | | | | | | 13.0% | | |
W H Good
|
| | | | 16.0% | | | | | | 13.5% | | | | | | 13.0% | | |
MSW
|
| | | | 18.0% | | | | | | 15.0% | | | | | | 13.5% | | |
FMG
|
| | | | 18.0% | | | | | | 14.5% | | | | | | 14.0% | | |
Plant Hire
|
| | | | 12.5% | | | | | | 12.0% | | | | | | 10.5% | | |
| | |
As at December 31,
2022 |
| |
As at December 31,
2021 |
| |
As at January 1,
2021 |
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Financial assets at fair value | | | | | | | | | | | | | | | | | | | |
Cash flow hedging instruments
|
| | | | — | | | | | | 468 | | | | | | — | | |
Other financial assets at amortized cost | | | | | | | | | | | | | | | | | | | |
Deferred consideration receivable(i)
|
| | | | — | | | | | | — | | | | | | 600 | | |
Debt instruments at amortized cost | | | | | | | | | | | | | | | | | | | |
Trade receivables
|
| | | | 80,669 | | | | | | 71,726 | | | | | | 63,131 | | |
Loans receivable from related parties
|
| | | | 2,749 | | | | | | 7,967 | | | | | | 8,386 | | |
Cash and cash equivalents
|
| | | | 60,220 | | | | | | 50,100 | | | | | | 43,600 | | |
Total financial assets (current)
|
| | | | 143,638 | | | | | | 130,261 | | | | | | 115,717 | | |
| | |
Interest
|
| |
Maturities between
|
| |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
| |||||||||
| | |
(% p.a.)
|
| | | | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Facility agreement(i) | | |
7% – 8%
over base |
| |
06/15/2024 and
04/05/2025 |
| | | | 196,073 | | | | | | 197,048 | | | | | | 196,142 | | |
Preference shares(ii) | | |
15%, which
increases by 1% annually beginning January 1, 2024 |
| |
09/01/2029
|
| | | | 102,633 | | | | | | — | | | | | | — | | |
Bonds | | |
11%
|
| |
06/08/2024
|
| | | | 22,128 | | | | | | 21,796 | | | | | | 20,544 | | |
Facility agreement | | |
10% – 11%
|
| |
07/10/2023 and
11/01/2024 |
| | | | 11,837 | | | | | | 11,415 | | | | | | 12,989 | | |
Term loans | | |
2.15% – 5.5%
over base or 10% – 11% |
| |
07/10/2023 and
03/02/2029 |
| | | | 29,588 | | | | | | 13,194 | | | | | | 2,775 | | |
Invoice financing | | |
2% – 2.98%
over base |
| |
06/22/2021 and
4/20/2027, or within one year of the balance sheet date |
| | | | 15,228 | | | | | | 11,957 | | | | | | 9,348 | | |
| | |
Interest
|
| |
Maturities between
|
| |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
| |||||||||
| | |
(% p.a.)
|
| | | | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Revolving inventory facilities | | |
2.15% – 3.75%
over base |
| |
06/22/2021 and
04/20/2027, or within one year of the balance sheet date |
| | | | 24,754 | | | | | | 26,147 | | | | | | 35,043 | | |
Mortgages | | |
1.45% – 3.95%
over base |
| |
04/07/2024 and
04/19/2042 |
| | | | 9,884 | | | | | | 7,769 | | | | | | 7,618 | | |
CBILS | | |
4.8% – 5%
over base or 11.9% – 15% |
| |
09/01/2025 and
04/20/2027 |
| | | | 4,375 | | | | | | 5,484 | | | | | | 2,849 | | |
Other Loans | | |
5%
|
| |
On demand
|
| | | | 500 | | | | | | 500 | | | | | | 500 | | |
Total | | | | | | | | | | | 417,000 | | | | | | 295,310 | | | | | | 287,808 | | |
Current
|
| | | | | | | | |
|
62,404
|
| | | |
|
46,040
|
| | | |
|
48,430
|
| |
Non-current | | | | | | | | | | | 354,596 | | | | | | 249,270 | | | | | | 239,378 | | |
|
| | |
As at December 31,
2022 |
| |
As at December 31,
2021 |
| |
As at January 1,
2021 |
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Financial liabilities at fair value | | | | | | | | | | | | | | | | | | | |
Cash flow hedging instruments
|
| | | | 191 | | | | | | — | | | | | | 1,203 | | |
Deferred consideration payable (contingent)
|
| | | | 2,134 | | | | | | — | | | | | | — | | |
Total financial instruments at fair value
|
| | |
|
2,325
|
| | | |
|
—
|
| | | |
|
1,203
|
| |
Other financial liabilities at amortized cost | | | | | | | | | | | | | | | | | | | |
Gross obligations under put options (note 3.2)
|
| | | | 89,282 | | | | | | 79,010 | | | | | | 61,329 | | |
Deferred consideration payable (fixed)
|
| | | | 5,069 | | | | | | 6,016 | | | | | | 11,658 | | |
Loans payable to related parties
|
| | | | 6,513 | | | | | | 11,398 | | | | | | 14,473 | | |
Total other financial liabilities at amortized cost
|
| | | | 100,864 | | | | | | 96,424 | | | | | | 87,460 | | |
Total current
|
| | | | 73,787 | | | | | | 15,221 | | | | | | 23,668 | | |
Total non-current
|
| | |
|
29,402
|
| | | |
|
81,203
|
| | | |
|
64,995
|
| |
| | |
Interest-bearing loans
and borrowings |
| |
Lease
liabilities |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
As at January 1, 2021
|
| | | | 287,808 | | | | | | 57,733 | | |
Additions
|
| | | | 25,078 | | | | | | 23,929 | | |
Interest accrual
|
| | | | 23,017 | | | | | | 2,085 | | |
Repayment of principal
|
| | | | (32,907) | | | | | | (16,738) | | |
Purchase of assets
|
| | | | — | | | | | | (2,656) | | |
Interest paid
|
| | | | (19,173) | | | | | | (2,085) | | |
Business acquired
|
| | | | 384 | | | | | | 376 | | |
Business disposed
|
| | | | (518) | | | | | | (44) | | |
Net proceeds from short-term borrowing facilities
|
| | | | 11,621 | | | | | | — | | |
As at December 31, 2021
|
| | | | 295,310 | | | | | | 62,600 | | |
Additions
|
| | | | 116,422 | | | | | | 26,950 | | |
Interest accrual
|
| | | | 40,112 | | | | | | 2,487 | | |
Repayment of principal
|
| | | | (10,562) | | | | | | (21,036) | | |
Purchase of assets
|
| | | | — | | | | | | (3,912) | | |
Interest paid
|
| | | | (30,315) | | | | | | (2,487) | | |
Business acquired
|
| | | | 1,201 | | | | | | 1,915 | | |
Net proceeds from short-term borrowing facilities
|
| | | | 4,832 | | | | | | — | | |
As at December 31, 2022
|
| | | | 417,000 | | | | | | 66,517 | | |
| | |
Fair value measurement using
|
| |||||||||||||||||||||
As at December 31, 2022
|
| |
Carrying
amount |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| ||||||||||||
Liabilities measured at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred consideration payable (contingent)
|
| | | | 2,134 | | | | | | — | | | | | | — | | | | | | 2,134 | | |
Cash flow hedging instruments
|
| | | | 191 | | | | | | — | | | | | | 191 | | | | | | — | | |
Liabilities at amortized cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross obligations under put options
|
| | | | 89,282 | | | | | | — | | | | | | — | | | | | | 88,068 | | |
Interest-bearing loans and borrowings
|
| | | | 417,000 | | | | | | — | | | | | | 417,000 | | | | | | — | | |
| | |
Fair value measurement using
|
| |||||||||||||||||||||
As at December 31, 2021
|
| |
Carrying
amount |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| ||||||||||||
Assets measured at fair value | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash flow hedging instruments
|
| | | | 468 | | | | | | — | | | | | | 468 | | | | | | — | | |
Liabilities at amortized cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross obligations under put options
|
| | | | 79,010 | | | | | | — | | | | | | — | | | | | | 77,526 | | |
Interest-bearing loans and borrowings
|
| | | | 295,310 | | | | | | — | | | | | | 295,310 | | | | | | — | | |
| | |
Fair value measurement using
|
| |||||||||||||||||||||
As at January 1, 2021
|
| |
Carrying
amount |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| ||||||||||||
Liabilities measured at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash flow hedging instruments
|
| | | | 1,203 | | | | | | — | | | | | | 1,203 | | | | | | — | | |
Liabilities at amortized cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross obligations under put options
|
| | | | 61,329 | | | | | | — | | | | | | — | | | | | | 61,329 | | |
Interest-bearing loans and borrowings
|
| | | | 287,808 | | | | | | — | | | | | | 287,808 | | | | | | — | | |
As at December 31, 2022
|
| |
On demand
to 12 months |
| |
1 to 2 years
|
| |
2 to 5 years
|
| |
>5 years
|
| |
Total
|
| |||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||
Interest-bearing loans and borrowings
|
| | | | 99,144 | | | | | | 192,293 | | | | | | 157,744 | | | | | | 140,804 | | | | | | 589,985 | | |
Lease liabilities
|
| | | | 24,405 | | | | | | 17,140 | | | | | | 19,681 | | | | | | 9,261 | | | | | | 70,487 | | |
Loans payable to related parties
|
| | | | 6,513 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,513 | | |
Deferred consideration payable
|
| | | | 3,440 | | | | | | 1,312 | | | | | | 3,595 | | | | | | — | | | | | | 8,347 | | |
Gross obligations under put options
|
| | | | 64,367 | | | | | | 26,458 | | | | | | 3,358 | | | | | | — | | | | | | 94,183 | | |
Trade and other payables
|
| | | | 99,715 | | | | | | — | | | | | | — | | | | | | — | | | | | | 99,715 | | |
As at December 31, 2021
|
| |
On demand
to 12 months |
| |
1 to 2 years
|
| |
2 to 5 years
|
| |
>5 years
|
| |
Total
|
| |||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||
Interest-bearing loans and borrowings
|
| | | | 65,980 | | | | | | 29,279 | | | | | | 257,356 | | | | | | 2,959 | | | | | | 355,574 | | |
Lease liabilities
|
| | | | 17,486 | | | | | | 16,606 | | | | | | 18,682 | | | | | | 10,472 | | | | | | 63,246 | | |
Loans payable to related parties
|
| | | | 11,398 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,398 | | |
Deferred consideration payable
|
| | | | 3,126 | | | | | | 1,929 | | | | | | 1,200 | | | | | | — | | | | | | 6,255 | | |
Gross obligations under put options
|
| | | | 690 | | | | | | 63,650 | | | | | | 27,265 | | | | | | — | | | | | | 91,605 | | |
Trade and other payables
|
| | | | 89,136 | | | | | | — | | | | | | — | | | | | | — | | | | | | 89,136 | | |
As at January 1, 2021
|
| |
On demand
to 12 months |
| |
1 to 2 years
|
| |
2 to 5 years
|
| |
>5 years
|
| |
Total
|
| |||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||
Interest-bearing loans and borrowings
|
| | | | 66,461 | | | | | | 20,406 | | | | | | 281,310 | | | | | | 372 | | | | | | 368,549 | | |
Lease liabilities
|
| | | | 14,721 | | | | | | 15,677 | | | | | | 19,717 | | | | | | 12,487 | | | | | | 62,602 | | |
Loans payable to related parties
|
| | | | 14,473 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,473 | | |
Deferred consideration payable
|
| | | | 7,183 | | | | | | 3,217 | | | | | | 1,580 | | | | | | — | | | | | | 11,980 | | |
Gross obligations under put options
|
| | | | 802 | | | | | | — | | | | | | 76,734 | | | | | | — | | | | | | 77,536 | | |
Trade and other payables
|
| | | | 84,468 | | | | | | — | | | | | | — | | | | | | — | | | | | | 84,468 | | |
| | |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Raw materials
|
| | | | 7,859 | | | | | | 7,064 | | | | | | 6,120 | | |
Work in progress
|
| | | | 2,693 | | | | | | 1,623 | | | | | | 1,529 | | |
Finished goods
|
| | | | 38,465 | | | | | | 34,022 | | | | | | 26,960 | | |
Total | | | | | 49,017 | | | | | | 42,709 | | | | | | 34,609 | | |
| | |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Receivables from Contract with customers
|
| | | | 78,762 | | | | | | 69,964 | | | | | | 62,020 | | |
Receivables from leasing contracts
|
| | | | 3,323 | | | | | | 3,193 | | | | | | 2,961 | | |
Total receivables from third party customers
|
| | | | 82,085 | | | | | | 73,157 | | | | | | 64,981 | | |
Contract assets
|
| | | | 8,406 | | | | | | 6,923 | | | | | | 5,135 | | |
Subtotal
|
| | | | 90,491 | | | | | | 80,080 | | | | | | 70,116 | | |
Allowance for expected credit losses
|
| | | | (1,416) | | | | | | (1,431) | | | | | | (1,850) | | |
Total | | | | | 89,075 | | | | | | 78,649 | | | | | | 68,266 | | |
| | |
Days past due
|
| |||||||||||||||||||||||||||||||||||||||
As at December 31, 2022
|
| |
Contract
assets |
| |
0 – 30 days
|
| |
31 – 60 days
|
| |
61 – 90 days
|
| |
91 – 365 days
|
| |
> 1 year
|
| |
Total
|
| |||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
Expected credit loss rate
|
| | | | 0.0% | | | | | | 0.2% | | | | | | 0.6% | | | | | | 1.4% | | | | | | 11.2% | | | | | | 70.3% | | | | | | 1.6% | | |
Estimated total gross carrying amount at default
|
| | | | 8,406 | | | | | | 43,323 | | | | | | 25,161 | | | | | | 6,741 | | | | | | 6,338 | | | | | | 522 | | | | | | 90,491 | | |
Expected credit loss
|
| | | | — | | | | | | (85) | | | | | | (159) | | | | | | (96) | | | | | | (709) | | | | | | (367) | | | | | | (1,416) | | |
| | |
Days past due
|
| |||||||||||||||||||||||||||||||||||||||
As at December 31, 2021
|
| |
Contract
assets |
| |
0 – 30 days
|
| |
31 – 60 days
|
| |
61 – 90 days
|
| |
91 – 365 days
|
| |
> 1 year
|
| |
Total
|
| |||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
Expected credit loss rate
|
| | | | 0.0% | | | | | | 0.2% | | | | | | 0.3% | | | | | | 1.4% | | | | | | 21.4% | | | | | | 100.0% | | | | | | 1.8% | | |
Estimated total gross carrying amount at default
|
| | | | 6,923 | | | | | | 39,751 | | | | | | 22,304 | | | | | | 6,248 | | | | | | 4,647 | | | | | | 207 | | | | | | 80,080 | | |
Expected credit loss
|
| | | | — | | | | | | (81) | | | | | | (61) | | | | | | (88) | | | | | | (994) | | | | | | (207) | | | | | | (1,431) | | |
| | |
Days past due
|
| |||||||||||||||||||||||||||||||||||||||
As at January 1, 2021
|
| |
Contract
assets |
| |
0 – 30 days
|
| |
31 – 60 days
|
| |
61 – 90 days
|
| |
91 – 365 days
|
| |
> 1 year
|
| |
Total
|
| |||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
Expected credit loss rate
|
| | | | 0.0% | | | | | | 0.0% | | | | | | 0.3% | | | | | | 1.4% | | | | | | 29.3% | | | | | | 100.0% | | | | | | 2.6% | | |
Estimated total gross carrying amount at default
|
| | | | 5,135 | | | | | | 34,832 | | | | | | 20,087 | | | | | | 4,932 | | | | | | 4,854 | | | | | | 276 | | | | | | 70,116 | | |
Expected credit loss
|
| | | | — | | | | | | (13) | | | | | | (66) | | | | | | (71) | | | | | | (1,424) | | | | | | (276) | | | | | | (1,850) | | |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
As at January 1,
|
| | | | (1,431) | | | | | | (1,850) | | |
Provision for expected credit losses
|
| | | | (233) | | | | | | (209) | | |
Write off
|
| | | | 248 | | | | | | 628 | | |
As at December 31,
|
| | | | (1,416) | | | | | | (1,431) | | |
| | |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
| |||||||||
Ordinary “A” shares
|
| | | | — | | | | | | 50,060 | | | | | | 50,060 | | |
Ordinary “A1” shares
|
| | | | 494,220,000 | | | | | | 10,475 | | | | | | 10,475 | | |
Ordinary “A2” shares
|
| | | | 220,880,000 | | | | | | — | | | | | | — | | |
Ordinary “B” shares
|
| | | | — | | | | | | 15,000 | | | | | | 15,000 | | |
Ordinary “C” shares
|
| | | | 1,000 | | | | | | 3,451 | | | | | | 3,451 | | |
Ordinary “D” shares
|
| | | | 2 | | | | | | — | | | | | | — | | |
Ordinary “E” shares
|
| | | | — | | | | | | 376 | | | | | | 376 | | |
Total as previously reported
|
| | | | 715,101,002 | | | | | | 79,362 | | | | | | 79,362 | | |
Retrospective application of capital reorganization
|
| | | | — | | | | | | 1,587,160,638 | | | | | | 1,587,160,638 | | |
Total as adjusted to reflect the Reorganization
|
| | | | 715,101,002 | | | | | | 1,587,240,000 | | | | | | 1,587,240,000 | | |
| | |
Year ended
December 31, 2022 |
| |
Year ended
December 31, 2021 |
| ||||||
| | |
£’000
|
| |
£’000
|
| ||||||
Numerator: | | | | ||||||||||
Profit/(loss) for the year attributable to equity holders – Basic and diluted
|
| | |
|
(2,570)
|
| | | |
|
4,711
|
| |
Amounts allocated to legacy shares
|
| | | | 1,530 | | | | | | 4,711 | | |
Amounts allocated to Class A1 Shares
|
| | | | (2,774) | | | | | | — | | |
Amounts allocated to Class A2 Shares
|
| | | | (1,223) | | | | | | — | | |
Amounts allocated to Class D Shares
|
| | | | (103) | | | | | | — | | |
Denominator: | | | | | | | | | | | | | |
Basic and diluted weighted average ordinary shares
|
| | | | 856,668,336 | | | | | | 1,579,720,000 | | |
Legacy Shares(1)
|
| | | | 263,286,667 | | | | | | 1,579,720,000 | | |
Class A1 Shares(2)
|
| | | | 411,850,000 | | | | | | — | | |
Class A2 Shares(2)
|
| | | | 181,531,667 | | | | | | — | | |
Class D Shares(2)
|
| | | | 2 | | | | | | — | | |
| | |
£
|
| |
£
|
| ||||||
Earnings/(loss) per share attributable to equity holders: | | | | ||||||||||
Basic and diluted earnings per share | | | | | | | | | | | | | |
Legacy Shares
|
| | | | 0.01 | | | | | | 0.00 | | |
Class A1 Shares
|
| | | | (0.01) | | | | | | n/a | | |
Class A2 Shares
|
| | | | (0.01) | | | | | | n/a | | |
Class D Shares
|
| | | | (61,492.74) | | | | | | n/a | | |
| | |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Summarized consolidated statements of financial position
|
| | | | | | | | | | | | | | | | | | |
Non-current assets
|
| | | | 40,837 | | | | | | 39,433 | | | | | | 40,167 | | |
Current assets
|
| | | | 13,046 | | | | | | 12,445 | | | | | | 8,577 | | |
Non-current liabilities
|
| | | | (17,178) | | | | | | (14,093) | | | | | | (4,062) | | |
Current liabilities
|
| | | | (14,296) | | | | | | (18,609) | | | | | | (27,854) | | |
Total equity
|
| | | | (17,748) | | | | | | (14,840) | | | | | | (12,732) | | |
Non-controlling interests
|
| | | | (4,661) | | | | | | (4,336) | | | | | | (4,096) | | |
| | |
Year ended
December 31, 2022 |
| |
Year ended
December 31, 2021 |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Summarized consolidated statements of profit or loss | | | | | | | | | | | | | |
Revenue from contracts with customers
|
| | | | 29,424 | | | | | | 26,488 | | |
Net profit
|
| | | | 3,254 | | | | | | 2,427 | | |
Total comprehensive income
|
| | | | 3,254 | | | | | | 2,427 | | |
Attributable to non-controlling interests
|
| | | | 325 | | | | | | 243 | | |
| | |
Year ended
December 31, 2022 |
| |
Year ended
December 31, 2021 |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Summarized consolidated statements of cashflows | | | | | | | | | | | | | |
Operating activities
|
| | | | 7,958 | | | | | | 7,537 | | |
Investing activities
|
| | | | 1,064 | | | | | | 10,144 | | |
Financing activities
|
| | | | (8,904) | | | | | | (14,670) | | |
Net increase in cash and cash equivalents
|
| | | | 118 | | | | | | 3,011 | | |
| | |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Trade payables
|
| | | | 61,550 | | | | | | 51,671 | | | | | | 45,082 | | |
Accruals
|
| | | | 9,565 | | | | | | 10,121 | | | | | | 6,753 | | |
Provisions
|
| | | | 6,359 | | | | | | 7,174 | | | | | | 5,201 | | |
Wages and bonuses
|
| | | | 2,869 | | | | | | 2,400 | | | | | | 1,987 | | |
Other taxes and social security
|
| | | | 15,024 | | | | | | 14,154 | | | | | | 21,565 | | |
Cash settled share-based payments
|
| | | | 667 | | | | | | — | | | | | | — | | |
Cash flow hedging instruments
|
| | | | 191 | | | | | | — | | | | | | 1,203 | | |
Other creditors
|
| | | | 3,490 | | | | | | 3,616 | | | | | | 2,677 | | |
Total | | | | | 99,715 | | | | | | 89,136 | | | | | | 84,468 | | |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Depreciation expense of right-of-use assets
|
| | | | (7,841) | | | | | | (7,874) | | |
Interest expense on lease liabilities
|
| | | | (2,487) | | | | | | (2,085) | | |
Expense relating to leases of short-term and low-value assets (included in “General and administrative expenses”)
|
| | | | (204) | | | | | | (2,159) | | |
Total amount recognized in the consolidated statements of profit or loss
|
| | | | (10,532) | | | | | | (12,118) | | |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Within one year
|
| | | | 10,009 | | | | | | 8,826 | | |
Between 1 and 2 years
|
| | | | 8,463 | | | | | | 6,986 | | |
Between 2 and 3 years
|
| | | | 6,081 | | | | | | 5,256 | | |
Between 3 and 4 years
|
| | | | 4,179 | | | | | | 3,114 | | |
Between 4 and 5 years
|
| | | | 1,701 | | | | | | 1,437 | | |
More than 5 years
|
| | | | 571 | | | | | | 477 | | |
Total
|
| | |
|
31,004
|
| | | |
|
26,096
|
| |
| | |
December 31, 2022
|
|
Assumption | | | | |
EV/EBITDA Multiple
|
| |
5.0x – 7.9x
|
|
Weighted average fair value per share at the measurement date
|
| |
£3,245
|
|
Units vested in period
|
| |
634
|
|
Time to Exit
|
| |
2.75 – 3.50 years
|
|
Dividend yield
|
| |
3% – 5%
|
|
Volatility
|
| |
30% – 40%
|
|
Risk-free rate
|
| |
0.85% – 4.34%
|
|
| | | | | | | | | | | |
% of equity interest
|
| |||
Name
|
| |
Principal activities
|
| |
Country of incorporation
|
| |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
|
Metcalfe Plant Hire Limited | | | General construction and civil Engineering | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Filtermech Plant Sales Limited
|
| | Sales of plant and machinery | | |
England and Wales
|
| |
90%
|
| |
90%
|
| |
90%
|
|
Carrylift Materials Handling Limited | | | Sale and hire of forklift trucks | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Hessle Plant Limited | | | Sale and hire of forklift trucks | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Douglas Gillespie Plant Limited | | | Sale and hire of forklift trucks | | | Scotland | | |
90%
|
| |
90%
|
| |
90%
|
|
G.M. Leitch Limited | | | Sale and hire of forklift trucks | | | Scotland | | |
90%
|
| |
90%
|
| |
90%
|
|
A&S Forklift Services Limited | | | Sale and hire of forklift trucks | | | Scotland | | |
90%
|
| |
90%
|
| |
90%
|
|
Gray Forklift Services Limited
|
| | Sale and hire of forklift trucks | | | Scotland | | |
90%
|
| |
90%
|
| |
90%
|
|
Gray Material Handling (Inverness) Limited | | | Sale and hire of forklift trucks | | | Scotland | | |
90%
|
| |
90%
|
| |
90%
|
|
Strategic Resources European Recruitment Consultants Limited | | | Recruitment agency | | | Scotland | | |
100%
|
| |
100%
|
| |
100%
|
|
Livingston Precision (Engineering) Limited | | | Precision engineering | | | Scotland | | |
100%
|
| |
100%
|
| |
100%
|
|
Deans Engineering (Livingston) Limited | | | Precision engineering | | | Scotland | | |
100%
|
| |
100%
|
| |
100%
|
|
| | | | | | | | | | | |
% of equity interest
|
| |||
Name
|
| |
Principal activities
|
| |
Country of incorporation
|
| |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
|
Flexible Surface Technology Limited | | | Treatment and coating of metals | | | Scotland | | |
100%
|
| |
100%
|
| |
100%
|
|
Supaglaze Limited | | | Production of windows and composite doors | | |
England and Wales
|
| |
90%
|
| |
90%
|
| |
90%
|
|
Supaglaze Properties Limited | | | Property | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Key Forensic Services Limited | | | Forensic Services | | |
England and Wales
|
| |
80%
|
| |
80%
|
| |
84%
|
|
MSW (UK) Limited | | | Specialist construction activities | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Scaffolding Access Solutions Limited | | | Scaffold erection | | |
England and Wales
|
| |
49%
|
| |
49%
|
| |
49%
|
|
Yilmaz UK Limited | | | Wholesale of machine tools | | |
England and Wales
|
| |
75%
|
| |
75%
|
| |
75%
|
|
AM Recruitment (Huddersfield) Ltd | | | Recruitment | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
70%
|
|
Pumps and Gearboxes Limited
|
| | Wholesale of machine tools | | |
England and Wales
|
| |
75%
|
| |
75%
|
| |
75%
|
|
Richard Alan Engineering Company Limited | | | Various engineering | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Cotton Traders Limited | | | Clothing retail | | |
England and Wales
|
| |
55%
|
| |
55%
|
| |
55%
|
|
WPI Construction & Remediation Limited | | | Civil Engineering | | |
England and Wales
|
| |
75%
|
| |
75%
|
| |
75%
|
|
WPI Civil Engineering Limited
|
| | Civil Engineering | | |
England and Wales
|
| |
75%
|
| |
75%
|
| |
75%
|
|
WPI Surfacing Limited | | | Construction of roads and Motorways | | |
England and Wales
|
| |
75%
|
| |
75%
|
| |
75%
|
|
2 Recycling Limited | | | Recycling Services | | |
England and Wales
|
| |
50%
|
| |
50%
|
| |
50%
|
|
Qualitech Environmental Services Limited | | | Collection of hazardous waste | | |
England and Wales
|
| |
50%
|
| |
50%
|
| |
50%
|
|
Ferrous Protection Limited | | | Treatment and coating of metals | | |
England and Wales
|
| |
25%
|
| |
25%
|
| |
25%
|
|
W H Good Limited | | | Electrical installation | | |
England and Wales
|
| |
67%
|
| |
67%
|
| |
67%
|
|
W H Good Automation Limited | | | Electrical installation | | |
England and Wales
|
| |
67%
|
| |
67%
|
| |
67%
|
|
Plant Hire UK Limited | | | Hire of civil engineering Machinery | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Plant Sales Direct Limited | | | Sale of civil engineering Machinery | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Builders Supply (North West) Limited | | | Sale of building materials | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Lloyds Spar Quarries (Mold) Limited | | | Sale of building materials | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Peakdale Quarry Products Limited | | | Sale of building materials | | |
England and Wales
|
| |
100%
|
| |
100%
|
| |
100%
|
|
Cwmtillery Glass Centre Limited | | | Manufacture and distribution of insulating glass units | | |
England and Wales
|
| |
100%
|
| |
0%
|
| |
0%
|
|
| | |
As at
December 31, 2022 |
| |
As at
December 31, 2021 |
| |
As at
January 1, 2021 |
| |||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||
Loans receivable from related parties | | | | | | | | | | | | | | | | | | | |
Orange UK Holdings Limited(i)
|
| | | | — | | | | | | 5,395 | | | | | | 5,411 | | |
VE Capital Property Company Limited(ii)
|
| | | | 2,322 | | | | | | 2,157 | | | | | | 2,000 | | |
Regency Glass Limited(iii)
|
| | | | — | | | | | | — | | | | | | 500 | | |
MorCor Limited(iv)
|
| | | | 427 | | | | | | 415 | | | | | | 475 | | |
Total | | | | | 2,749 | | | | | | 7,967 | | | | | | 8,386 | | |
Loans payable to related parties | | | | | | | | | | | | | | | | | | | |
SSO Consulting Limited(v)
|
| | | | 5,857 | | | | | | 11,217 | | | | | | 11,181 | | |
Brownbridge Limited (note 6)
|
| | | | — | | | | | | — | | | | | | 1,758 | | |
Orange Investments One Limited(vi)
|
| | | | 617 | | | | | | — | | | | | | 600 | | |
Orange UK Holdings Limited
|
| | | | — | | | | | | — | | | | | | 447 | | |
Other | | | | | 39 | | | | | | 181 | | | | | | 487 | | |
Total | | | | | 6,513 | | | | | | 11,398 | | | | | | 14,473 | | |
| | |
2022
|
| |
2021
|
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Short-term employee benefits
|
| | | | 4,050 | | | | | | 1,719 | | |
Post-employment pension and medical benefits
|
| | | | 35 | | | | | | 25 | | |
Total compensation paid to key management personnel
|
| | | | 4,085 | | | | | | 1,744 | | |
| | |
Total acquisitions
|
| |||
| | |
£’000s
|
| |||
Property, plant and equipment
|
| | | | 5,033 | | |
Other intangible assets | | | | | | | |
Brands
|
| | | | 344 | | |
Customer-related intangibles(i)
|
| | | | 1,623 | | |
Cash and cash equivalents
|
| | | | 3,178 | | |
Trade receivables
|
| | | | 2,447 | | |
Inventories
|
| | | | 1,819 | | |
Trade and other payables
|
| | | | (1,289) | | |
Deferred taxes liabilities
|
| | | | (710) | | |
Lease liabilities
|
| | | | (2,888) | | |
Taxation and other payables
|
| | | | (127) | | |
Provisions
|
| | | | (910) | | |
Total identifiable net assets at fair value
|
| | | | 8,520 | | |
Total purchase consideration transferred
|
| |
Total acquisitions
|
| |||
| | |
£’000s
|
| |||
Cash paid
|
| | | | 7,329 | | |
Non-cash consideration pledged
|
| | | | 645 | | |
Deferred consideration payable
|
| | | | 865 | | |
Gross obligations under put options
|
| | | | 734 | | |
Non-controlling interest measured at proportionate share of the acquiree’s identifiable net assets
|
| | | | 128 | | |
Total goodwill arising on acquisitions
|
| | | £ | 1,181 | | |
| | |
Notes
|
| |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| |||||||||
| | | | | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Revenue
|
| | | | 4 | | | | | | 341,555 | | | | | | 305,754 | | |
Cost of sales
|
| | | | 7 | | | | | | (214,015) | | | | | | (193,605) | | |
Gross profit
|
| | | | | | | | | | 127,540 | | | | | | 112,149 | | |
Selling and distribution expenses
|
| | | | 7 | | | | | | (18,321) | | | | | | (17,374) | | |
General and administrative expenses
|
| | | | 7 | | | | | | (73,522) | | | | | | (65,891) | | |
Other expenses, net
|
| | | | 7 | | | | | | (1,836) | | | | | | (1,140) | | |
Operating profit
|
| | | | | | | | | | 33,861 | | | | | | 27,744 | | |
Finance expense
|
| | | | | | | | | | (31,256) | | | | | | (22,679) | | |
Finance income
|
| | | | | | | | | | 147 | | | | | | 23 | | |
Profit before income tax
|
| | | | | | | | |
|
2,752
|
| | | |
|
5,088
|
| |
Income tax expense
|
| | | | 8 | | | | | | (3,217) | | | | | | (2,429) | | |
Net (loss)/profit
|
| | | | | | | | | | (465) | | | | | | 2,659 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | |
Equity holders of the parent
|
| | | | | | | | | | (1,000) | | | | | | 2,202 | | |
Non-controlling interests
|
| | | | | | | | | | 535 | | | | | | 457 | | |
(Loss)/earnings per share
|
| | | | 13 | | | | | | | | | | | | | | |
Basic and diluted, per share net (loss)/profit attributable to ordinary equity holders of the parent (in £’s)
|
| | | | | | | | | | | | | | | | | | |
Legacy Shares
|
| | | | | | | | | | n/a | | | | | | 0.00 | | |
Class A1 Shares
|
| | | | | | | | | | (0.00) | | | | | | 0.00 | | |
Class A2 Shares
|
| | | | | | | | | | (0.00) | | | | | | 0.00 | | |
Class D Shares
|
| | | | | | | | | | (12,500.00) | | | | | | 12,609.08 | | |
| | |
Notes
|
| |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
| | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Net (loss)/profit
|
| | | | | | | (465) | | | | | | 2,659 | | |
Items that may be reclassified to profit or loss in subsequent periods: | | | | | | | | | | | | | | | | |
Change in the fair value of cash flow hedging instruments
|
| | | | | | | (1,181) | | | | | | 1,232 | | |
Total tax on components of other comprehensive income/(loss)
|
| | | | | | | 295 | | | | | | (308) | | |
Other comprehensive (loss)/income for period, net of tax
|
| | | | | | | (886) | | | | | | 924 | | |
Total comprehensive (loss)/income for the period, net of tax
|
| | | | | | | (1,351) | | | | | | 3,583 | | |
Attributable to: | | | | | | | | | | | | | | | | |
Equity holders of the parent
|
| | | | | | | (1,886) | | | | | | 3,126 | | |
Non-controlling interests
|
| | | | | |
|
535
|
| | | |
|
457
|
| |
| | |
Notes
|
| |
June 30, 2023
|
| |
December 31, 2022
|
| |||||||||
| | | | | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Non-current assets | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 9 | | | | | | 233,349 | | | | | | 219,367 | | |
Goodwill
|
| | | | | | | | | | 142,923 | | | | | | 141,743 | | |
Other intangible assets
|
| | | | | | | | | | 41,821 | | | | | | 42,382 | | |
Deferred tax assets
|
| | | | | | | | | | 1,693 | | | | | | 1,693 | | |
Total non-current assets
|
| | | | | | | | | | 419,786 | | | | | | 405,185 | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Loans receivable from related parties
|
| | | | 15 | | | | | | 2,793 | | | | | | 2,749 | | |
Other current assets
|
| | | | | | | | | | 3,330 | | | | | | 4,269 | | |
Prepayments
|
| | | | | | | | | | 14,977 | | | | | | 9,802 | | |
Inventories
|
| | | | | | | | | | 43,752 | | | | | | 49,017 | | |
Trade receivables
|
| | | | | | | | | | 93,932 | | | | | | 80,669 | | |
Contract assets
|
| | | | | | | | | | 10,015 | | | | | | 8,406 | | |
Cash and cash equivalents
|
| | | | | | | | | | 48,942 | | | | | | 60,220 | | |
Total current assets
|
| | | | | | | | | | 217,741 | | | | | | 215,132 | | |
TOTAL ASSETS
|
| | | | | | | | | | 637,527 | | | | | | 620,317 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | |
Interest-bearing loans and borrowings
|
| | | | 10 | | | | | | 216,933 | | | | | | 354,596 | | |
Lease liabilities
|
| | | | 10 | | | | | | 46,585 | | | | | | 42,163 | | |
Other liabilities
|
| | | | | | | | | | 1,543 | | | | | | 1,851 | | |
Deferred consideration
|
| | | | 10 | | | | | | 4,826 | | | | | | 3,764 | | |
Gross obligations under put options
|
| | | | 10 | | | | | | 16,095 | | | | | | 25,638 | | |
Deferred tax liabilities
|
| | | | | | | | | | 20,958 | | | | | | 20,839 | | |
Total non-current liabilities
|
| | | | | | | | | | 306,940 | | | | | | 448,851 | | |
Current liabilities | | | | | | | | | | | | | | | | | | | |
Loans payable to related parties
|
| | | | 15 | | | | | | 7,125 | | | | | | 6,513 | | |
Interest-bearing loans and borrowings
|
| | | | 10 | | | | | | 204,584 | | | | | | 62,404 | | |
Lease liabilities
|
| | | | 10 | | | | | | 24,755 | | | | | | 24,354 | | |
Deferred consideration
|
| | | | 10 | | | | | | 2,273 | | | | | | 3,439 | | |
Gross obligations under put options
|
| | | | 10 | | | | | | 74,252 | | | | | | 63,644 | | |
Income taxes payable
|
| | | | | | | | | | 2,645 | | | | | | 2,879 | | |
Contract liabilities
|
| | | | | | | | | | 5,369 | | | | | | 5,235 | | |
Trade and other payables
|
| | | | | | | | | | 104,610 | | | | | | 99,715 | | |
Total current liabilities
|
| | | | | | | | | | 425,613 | | | | | | 268,183 | | |
TOTAL LIABILITIES
|
| | | | | | | | | | 732,553 | | | | | | 717,034 | | |
Equity | | | | | | | | | | | | | | | | | | | |
Issued capital
|
| | | | 12 | | | | | | 722 | | | | | | 715 | | |
Share premium
|
| | | | | | | | | | (70,247) | | | | | | (78,320) | | |
Other reserves
|
| | | | | | | | | | (1,037) | | | | | | (151) | | |
Accumulated deficit
|
| | | | | | | | | | (26,040) | | | | | | (25,040) | | |
Equity attributable to equity holders of the parent
|
| | | | | | | | | | (96,602) | | | | | | (102,796) | | |
Non-controlling interests
|
| | | | | | | | | | 1,576 | | | | | | 6,079 | | |
Total equity
|
| | | | | | | | | | (95,026) | | | | | | (96,717) | | |
TOTAL LIABILITIES AND EQUITY
|
| | | | | | | | | | 637,527 | | | | | | 620,317 | | |
| | |
Notes
|
| |
Issued
capital |
| |
Share
premium |
| |
Other
reserves |
| |
Accumulated
deficit |
| |
Equity
attributable to equity holders of the parent |
| |
Non-
controlling interests |
| |
Total
equity |
| ||||||||||||||||||||||||
| | | | | | | | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
As at January 1, 2022
|
| | | | | | | | | | 79 | | | | | | 6,336 | | | | | | 343 | | | | | | (22,470) | | | | | | (15,712) | | | | | | 5,306 | | | | | | (10,406) | | |
Net profit
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,202 | | | | | | 2,202 | | | | | | 457 | | | | | | 2,659 | | |
Other comprehensive income for the period
|
| | | | | | | | | | — | | | | | | — | | | | | | 924 | | | | | | — | | | | | | 924 | | | | | | — | | | | | | 924 | | |
Total comprehensive income for the period
|
| | | | | | | | | | — | | | | | | — | | | | | | 924 | | | | | | 2,202 | | | | | | 3,126 | | | | | | 457 | | | | | | 3,583 | | |
Corporate reorganization | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New shares issued for cash
|
| | | | | | | | | | 633 | | | | | | (86,323) | | | | | | — | | | | | | — | | | | | | (85,690) | | | | | | — | | | | | | (85,690) | | |
Dividends paid to non-controlling interests
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (120) | | | | | | (120) | | |
Share-based payment expense
|
| | | | 14 | | | | | | — | | | | | | 327 | | | | | | — | | | | | | — | | | | | | 327 | | | | | | — | | | | | | 327 | | |
As at June 30, 2022 (unaudited)
|
| | | | | | | | | | 712 | | | | | | (79,660) | | | | | | 1,267 | | | | | | (20,268) | | | | | | (97,949) | | | | | | 5,643 | | | | | | (92,306) | | |
As at January 1, 2023
|
| | | | | | | | | | 715 | | | | | | (78,320) | | | | | | (151) | | | | | | (25,040) | | | | | | (102,796) | | | | | | 6,079 | | | | | | (96,717) | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | | | | | 535 | | | | | | (465) | | |
Other comprehensive loss for the period
|
| | | | | | | | | | | | | | | | | | | | | | (886) | | | | | | — | | | | | | (886) | | | | | | — | | | | | | (886) | | |
Total comprehensive loss for the period
|
| | | | | | | | | | — | | | | | | — | | | | | | (886) | | | | | | (1,000) | | | | | | (1,886) | | | | | | 535 | | | | | | (1,351) | | |
Acquisition of non-controlling interest
|
| | | | 6 | | | | | | 7 | | | | | | 4,716 | | | | | | — | | | | | | — | | | | | | 4,723 | | | | | | (4,996) | | | | | | (273) | | |
Dividends paid to non-controlling interests
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (170) | | | | | | (170) | | |
Share-based payment expense
|
| | | | 14 | | | | | | — | | | | | | 3,357 | | | | | | — | | | | | | — | | | | | | 3,357 | | | | | | — | | | | | | 3,357 | | |
Non-controlling interest on business combinations
|
| | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 128 | | | | | | 128 | | |
As at June 30, 2023 (unaudited)
|
| | | | | | | | | | 722 | | | | | | (70,247) | | | | | | (1,037) | | | | | | (26,040) | | | | | | (96,602) | | | | | | 1,576 | | | | | | (95,026) | | |
| | |
Notes
|
| |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| |||||||||
| | | | | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Cash generated from operations | | | | | | | | | | | | | | | | | | | |
Net profit
|
| | | | | | | | | | (465) | | | | | | 2,659 | | |
Adjustments for non-cash items: | | | | | | | | | | | | | | | | | | | |
Income tax expense
|
| | | | 8 | | | | | | 3,217 | | | | | | 2,429 | | |
Depreciation expense
|
| | | | 7 | | | | | | 20,518 | | | | | | 18,093 | | |
Gain on disposal of rental property, plant and equipment
|
| | | | | | | | | | (2,484) | | | | | | (1,277) | | |
Gain on disposal of non-rental property, plant and equipment
|
| | | | 7 | | | | | | (588) | | | | | | (883) | | |
Amortization expense
|
| | | | 7 | | | | | | 2,527 | | | | | | 2,289 | | |
Unwinding of discounted deferred consideration
|
| | | | | | | | | | 787 | | | | | | 22 | | |
Interest accrued on interest-bearing loans and borrowings
|
| | | | 10 | | | | | | 25,688 | | | | | | 16,936 | | |
Interest accrued on lease liabilities
|
| | | | 10 | | | | | | 1,567 | | | | | | 1,218 | | |
Interest expense on gross obligations under put options
|
| | | | | | | | | | 4,312 | | | | | | 3,832 | | |
(Gain)/Loss on remeasurement of gross obligations under put options
|
| | | | | | | | | | (2,273) | | | | | | 28 | | |
Share-based payment expense
|
| | | | 7 | | | | | | 3,664 | | | | | | 784 | | |
Other non-cash (expense)/income, net
|
| | | | | | | | | | (76) | | | | | | 71 | | |
Movements in working capital: | | | | | | | | | | | | | | | | | | | |
Increase in trade receivables
|
| | | | | | | | | | (12,425) | | | | | | (15,256) | | |
Decrease in inventories
|
| | | | | | | | | | 7,084 | | | | | | 2,533 | | |
Increase in prepayments
|
| | | | | | | | | | (5,175) | | | | | | (5,363) | | |
Decrease/(increase) in other current assets
|
| | | | | | | | | | 939 | | | | | | (1,289) | | |
Increase in trade and other payables and other liabilities
|
| | | | | | | | | | 954 | | | | | | 10,514 | | |
Cash flow from by operating activities | | | | | | | | | | | | | | | | | | | |
Payments for rental property, plant and equipment
|
| | | | | | | | | | (16,768) | | | | | | (17,618) | | |
Proceeds from sale of rental property, plant and equipment
|
| | | | | | | | | | 14,612 | | | | | | 8,943 | | |
Income tax paid
|
| | | | | | | | | | (3,973) | | | | | | (2,981) | | |
Interest paid
|
| | | | | | | | | | (23,897) | | | | | | (12,100) | | |
Net cash flows provided by operating activities
|
| | | | | | | | | | 17,745 | | | | | | 13,584 | | |
Investing activities | | | | | | | | | | | | | | | | | | | |
Payments for non-rental property, plant and equipment
|
| | | | | | | | | | (10,655) | | | | | | (4,540) | | |
Proceeds from sale of non-rental property, plant and equipment
|
| | | | | | | | | | 1,870 | | | | | | 5,006 | | |
Acquisition of subsidiaries, net of cash acquired
|
| | | | 6 | | | | | | (4,151) | | | | | | (11,377) | | |
Payments of deferred consideration on past acquisitions
|
| | | | | | | | | | (1,756) | | | | | | (1,819) | | |
Receipt of loans receivable from related parties
|
| | | | | | | | | | (44) | | | | | | — | | |
Acquisition of non-controlling interest
|
| | | | | | | | | | (1,707) | | | | | | — | | |
Net cash flows used in investing activities
|
| | | | | | | | | | (16,443) | | | | | | (12,730) | | |
Financing activities | | | | | | | | | | | | | | | | | | | |
Distributions on corporate reorganizations
|
| | | | 1 | | | | | | — | | | | | | (60,000) | | |
Issuance of shares, net of transaction costs
|
| | | | | | | | | | — | | | | | | 4,310 | | |
Distributions to non-controlling interests
|
| | | | | | | | | | (170) | | | | | | (120) | | |
Lease payments
|
| | | | 10 | | | | | | (14,417) | | | | | | (12,573) | | |
Proceeds from loans and borrowings
|
| | | | 10 | | | | | | 4,453 | | | | | | 68,932 | | |
Repayment of loans and borrowings
|
| | | | 10 | | | | | | (6,904) | | | | | | (4,221) | | |
Net proceeds on short-term borrowing facilities
|
| | | | 10 | | | | | | 3,863 | | | | | | 6,136 | | |
Issuance of related parties’ loans payable
|
| | | | | | | | | | 645 | | | | | | 499 | | |
Loans paid by related parties
|
| | | | | | | | | | (50) | | | | | | — | | |
Net cash flows (used in)/provided by financing activities
|
| | | | | | | | | | (12,580) | | | | | | 2,963 | | |
Increase in cash and cash equivalents
|
| | | | | | | | | | (11,278) | | | | | | 3,817 | | |
Cash and cash equivalents at the beginning of the period
|
| | | | | | | | | | 60,220 | | | | | | 50,100 | | |
Cash and cash equivalents at the end of the period
|
| | | | | | | | | | 48,942 | | | | | | 53,917 | | |
Supplemental disclosure of non-cash information | | | | | | | | | | | | | | | | | | | |
Recognition of lease right-of-use asset in exchange for lease liabilities
|
| | | | 10 | | | | | | 16,099 | | | | | | 13,475 | | |
Distribution on corporate reorganization in preference shares
|
| | | | 1 | | | | | | — | | | | | | 30,000 | | |
Acquisition of non-controlling interest through share-for-share
|
| | | | 6 | | | | | | 4,723 | | | | | | — | | |
Net settlement of related parties’ balances
|
| | | | | | | | | | — | | | | | | 5,395 | | |
Type of goods or service:
|
| |
Relevant segments
|
| |
Six months
ended June 30, 2023 |
| |
Six months
ended June 30, 2022 |
| ||||||
| | | | | |
£’000s
|
| |
£’000s
|
| ||||||
Sales of goods | | | | | | | | | | | | | | | | |
Sale of industrial products
|
| |
Industrial Products & Industrial Services(1)
|
| | | | 159,891 | | | | | | 136,129 | | |
Sale of retail products
|
| | Consumer Products | | | | | 56,946 | | | | | | 54,233 | | |
Construction contracts
|
| | Industrial Services | | | | | 46,110 | | | | | | 52,100 | | |
Maintenance and other services
|
| | Industrial Services and Other | | | | | 52,528 | | | | | | 39,556 | | |
Total revenue from contracts with customers
|
| | | | | | | 315,475 | | | | | | 282,018 | | |
Plant hire (leasing) income
|
| | Industrial Services | | | | | 26,080 | | | | | | 23,736 | | |
Total revenue
|
| | | | | | | 341,555 | | | | | | 305,754 | | |
Six months ended June 30, 2023
|
| |
Consumer
Products |
| |
Industrial
Products |
| |
Industrial
Services |
| |
Other
|
| |
Total
segment |
| |
Adjustment,
eliminations, & corporate allocations |
| |
Total
consolidated |
| |||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
External customers
|
| | | | 56,946 | | | | | | 126,313 | | | | | | 149,100 | | | | | | 9,170 | | | | |
|
341,529
|
| | | | | 26 | | | | |
|
341,555
|
| |
Inter-segment
|
| | | | — | | | | | | 256 | | | | | | 1,823 | | | | | | — | | | | |
|
2,079
|
| | | | | (2,079) | | | | |
|
—
|
| |
Total revenue
|
| | | | 56,946 | | | | | | 126,569 | | | | | | 150,923 | | | | | | 9,170 | | | | | | 343,608 | | | | | | (2,053) | | | | | | 341,555 | | |
Cost of sales
|
| | | | (19,934) | | | | | | (87,991) | | | | | | (103,146) | | | | | | (5,021) | | | | |
|
(216,092)
|
| | | | | 2,077 | | | | |
|
(214,015)
|
| |
Selling and distribution expenses
|
| | | | (16,603) | | | | | | (1) | | | | | | (1,717) | | | | | | — | | | | |
|
(18,321)
|
| | | | | — | | | | |
|
(18,321)
|
| |
General and administrative expenses
|
| | | | (16,052) | | | | | | (25,350) | | | | | | (27,093) | | | | | | (3,376) | | | | |
|
(71,871)
|
| | | | | (1,651) | | | | |
|
(73,522)
|
| |
Six months ended June 30, 2023
|
| |
Consumer
Products |
| |
Industrial
Products |
| |
Industrial
Services |
| |
Other
|
| |
Total
segment |
| |
Adjustment,
eliminations, & corporate allocations |
| |
Total
consolidated |
| |||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
Other expenses, net
|
| | | | — | | | | | | 478 | | | | | | (2,373) | | | | | | 20 | | | | |
|
(1,875)
|
| | | | | 39 | | | | |
|
(1,836)
|
| |
Add backs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation
|
| | | | 2,380 | | | | | | 3,552 | | | | | | 13,857 | | | | | | 545 | | | | |
|
20,334
|
| | | | | 184 | | | | |
|
20,518
|
| |
Amortization
|
| | | | 572 | | | | | | 1,339 | | | | | | 615 | | | | | | 8 | | | | |
|
2,534
|
| | | | | (7) | | | | |
|
2,527
|
| |
Management fees(1)
|
| | | | 250 | | | | | | 2,125 | | | | | | 3,593 | | | | | | 150 | | | | |
|
6,118
|
| | | | | (6,118) | | | | |
|
—
|
| |
Share-based payment expense
|
| | | | 307 | | | | | | — | | | | | | — | | | | | | — | | | | |
|
307
|
| | | | | 3,357 | | | | |
|
3,664
|
| |
Segment adjusted EBITDA
|
| | | | 7,866 | | | | | | 20,721 | | | | | | 34,659 | | | | | | 1,496 | | | | | | 64,742 | | | | | | (4,172) | | | | | | 60,570 | | |
|
Six months ended June 30, 2022
|
| |
Consumer
Products |
| |
Industrial
Products |
| |
Industrial
Services |
| |
Other
|
| |
Total segment
|
| |
Adjustment,
eliminations, & corporate allocations |
| |
Total
consolidated |
| |||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
External customers
|
| | | | 54,233 | | | | | | 110,124 | | | | | | 132,908 | | | | | | 8,462 | | | | |
|
305,727
|
| | | | | 27 | | | | |
|
305,754
|
| |
Inter-segment
|
| | | | — | | | | | | 68 | | | | | | 1,619 | | | | | | — | | | | |
|
1,687
|
| | | | | (1,687) | | | | |
|
—
|
| |
Total revenue
|
| | | | 54,233 | | | | | | 110,192 | | | | | | 134,527 | | | | | | 8,462 | | | | | | 307,414 | | | | | | (1,660) | | | | | | 305,754 | | |
Cost of sales
|
| | | | (19,389) | | | | | | (79,056) | | | | | | (91,723) | | | | | | (5,124) | | | | |
|
(195,292)
|
| | | | | 1,687 | | | | |
|
(193,605)
|
| |
Selling and distribution expenses
|
| | | | (15,363) | | | | | | (1) | | | | | | (2,010) | | | | | | — | | | | |
|
(17,374)
|
| | | | | — | | | | |
|
(17,374)
|
| |
General and administrative expenses
|
| | | | (14,754) | | | | | | (20,944) | | | | | | (24,391) | | | | | | (3,444) | | | | |
|
(63,533)
|
| | | | | (2,358) | | | | |
|
(65,891)
|
| |
Other expenses, net
|
| | | | — | | | | | | (12) | | | | | | (1,157) | | | | | | 98 | | | | |
|
(1,071)
|
| | | | | (69) | | | | |
|
(1,140)
|
| |
Add backs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation
|
| | | | 2,274 | | | | | | 2,983 | | | | | | 12,101 | | | | | | 528 | | | | |
|
17,886
|
| | | | | 207 | | | | |
|
18,093
|
| |
Amortization
|
| | | | 572 | | | | | | 1,020 | | | | | | 696 | | | | | | 8 | | | | |
|
2,296
|
| | | | | (7) | | | | |
|
2,289
|
| |
Management fees(1)
|
| | | | 250 | | | | | | 1,748 | | | | | | 3,593 | | | | | | 150 | | | | |
|
5,741
|
| | | | | (5,741) | | | | |
|
—
|
| |
Share-based payment expense
|
| | | | 457 | | | | | | — | | | | | | — | | | | | | — | | | | |
|
457
|
| | | | | 327 | | | | |
|
784
|
| |
Non-core capital raise costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | 1,804 | | | | |
|
1,804
|
| |
Non-core professional fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | 2,174 | | | | |
|
2,174
|
| |
Segment adjusted EBITDA
|
| | | | 8,280 | | | | | | 15,930 | | | | | | 31,636 | | | | | | 678 | | | | | | 56,524 | | | | | | (3,636) | | | | | | 52,888 | | |
| | |
Six months
ended June 30, 2023 |
| |
Six months
ended June 30, 2022 |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Segment adjusted EBITDA | | | | | | | | | | | | | |
Consumer Products
|
| | | | 7,866 | | | | | | 8,280 | | |
Industrial Products
|
| | | | 20,721 | | | | | | 15,930 | | |
Industrial Services
|
| | | | 34,659 | | | | | | 31,636 | | |
Other
|
| | | | 1,496 | | | | | | 678 | | |
Adjustments, eliminations, & corporate allocations
|
| | | | (4,172) | | | | | | (3,636) | | |
Total segment adjusted EBITDA
|
| | | | 60,570 | | | | | | 52,888 | | |
Share-based payment expense
|
| | | | (3,664) | | | | | | (784) | | |
Non-core capital raise costs(i)
|
| | | | — | | | | | | (1,804) | | |
Non-core professional fees(ii)
|
| | | | — | | | | | | (2,174) | | |
Depreciation and amortization
|
| | | | (23,045) | | | | | | (20,382) | | |
Finance income
|
| | | | 147 | | | | | | 23 | | |
Finance expense
|
| | | | (31,256) | | | | | | (22,679) | | |
Profit before income tax
|
| | | | 2,752 | | | | | | 5,088 | | |
| | |
Total acquisitions
|
| |||
| | |
£’000s
|
| |||
Property, plant and equipment
|
| | | | 5,033 | | |
Other intangible assets | | | | | | | |
Brands
|
| | | | 344 | | |
Customer-related intangibles(i)
|
| | | | 1,623 | | |
Cash and cash equivalents
|
| | | | 3,178 | | |
Trade receivables
|
| | | | 2,447 | | |
Inventories
|
| | | | 1,819 | | |
Trade and other payables
|
| | | | (1,289) | | |
Deferred tax liabilities
|
| | | | (710) | | |
Lease liabilities
|
| | | | (2,888) | | |
Taxation and other payables
|
| | | | (127) | | |
Provisions
|
| | | | (910) | | |
Total identifiable net assets at fair value
|
| | | | 8,520 | | |
Total purchase consideration transferred
|
| |
Total acquisitions
|
| |||
| | |
£’000s
|
| |||
Cash paid
|
| | | | 7,329 | | |
Non-cash consideration pledged
|
| | | | 645 | | |
Deferred consideration payable
|
| | | | 865 | | |
Gross obligations under put options
|
| | | | 734 | | |
Non-Controlling interest measured at proportionate share of the acquiree’s identifiable net assets
|
| | | | 128 | | |
Total identifiable net assets at fair value
|
| | | | (8,520) | | |
Total goodwill arising on acquisitions
|
| | | £ | 1,181 | | |
| | |
Six months
ended June 30, 2023 |
| |
Six months
ended June 30, 2022 |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Costs of inventories recognized as expense
|
| | | | 147,169 | | | | | | 130,509 | | |
Wages and salaries
|
| | | | 72,297 | | | | | | 69,101 | | |
Distribution cost
|
| | | | 18,321 | | | | | | 17,374 | | |
Professional and consultancy fees
|
| | | | 15,297 | | | | | | 12,020 | | |
Costs of rental property, plant and equipment recognized as
expense |
| | | | 5,160 | | | | | | 3,648 | | |
Waste disposal
|
| | | | 2,720 | | | | | | 1,916 | | |
Depreciation
|
| | | | 20,518 | | | | | | 18,093 | | |
Amortization of intangible assets
|
| | | | 2,527 | | | | | | 2,289 | | |
Cash settled share-based payment expense
|
| | | | 307 | | | | | | 457 | | |
Equity settled share-based payment expense
|
| | | | 3,357 | | | | | | 327 | | |
Net gain on disposal of property, plant and equipment
|
| | | | (588) | | | | | | (883) | | |
Other expenses
|
| | | | 20,609 | | | | | | 23,159 | | |
Total | | | | | 307,694 | | | | | | 278,010 | | |
Interim condensed consolidated profit or loss
|
| |
Six months
ended June 30, 2023 |
| |
Six months
ended June 30, 2022 |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Income tax: | | | | | | | | | | | | | |
Current income tax charge
|
| | | | 3,517 | | | | | | 2,586 | | |
Prior year tax adjustment
|
| | | | (98) | | | | | | (14) | | |
Deferred tax: | | | | | | | | | | | | | |
Relating to origination and reversal of temporary differences
|
| | | | (300) | | | | | | (157) | | |
Prior year tax adjustment
|
| | | | 98 | | | | | | 14 | | |
Income tax expense reported in the
consolidated statements of profit or loss |
| | | | 3,217 | | | | | | 2,429 | | |
| | |
Non-rental property, plant and equipment
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Land and
buildings |
| |
Leasehold
improvement |
| |
Plant and
machinery |
| |
Fixtures and
equipment |
| |
Forklift and
motor vehicles |
| |
Other
|
| |
Subtotal
|
| |
Rental
property, plant and equipment |
| |
Total
|
| |||||||||||||||||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |||||||||||||||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at January 1, 2022
|
| | | | 47,467 | | | | | | 3,617 | | | | | | 80,359 | | | | | | 14,516 | | | | | | 28,529 | | | | | | 18,608 | | | | | | 193,096 | | | | | | 154,240 | | | | | | 347,336 | | |
Additions / modifications
|
| | | | 1,072 | | | | | | 92 | | | | | | 3,539 | | | | | | 1,104 | | | | | | 4,354 | | | | | | 126 | | | | |
|
10,287
|
| | | | | 25,346 | | | | |
|
35,633
|
| |
Acquisition of subsidiary
|
| | | | 3,041 | | | | | | — | | | | | | 4,186 | | | | | | 60 | | | | | | 289 | | | | | | — | | | | |
|
7,576
|
| | | | | — | | | | |
|
7,576
|
| |
Transfers | | | | | — | | | | | | — | | | | | | 704 | | | | | | — | | | | | | — | | | | | | — | | | | |
|
704
|
| | | | | (704) | | | | | | — | | |
Disposals
|
| | | | — | | | | | | (214) | | | | | | (4,188) | | | | | | (3) | | | | | | (1,217) | | | | | | — | | | | |
|
(5,622)
|
| | | | | (12,377) | | | | |
|
(17,999)
|
| |
As at June 30, 2022
|
| | | | 51,580 | | | | | | 3,495 | | | | | | 84,600 | | | | | | 15,677 | | | | | | 31,955 | | | | | | 18,734 | | | | | | 206,041 | | | | | | 166,505 | | | | | | 372,546 | | |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at January 1, 2022
|
| | | | (6,888) | | | | | | (716) | | | | | | (54,032) | | | | | | (9,589) | | | | | | (16,806) | | | | | | (3,688) | | | | | | (91,719) | | | | | | (61,164) | | | | | | (152,883) | | |
Depreciation charge for the period
|
| | | | (1,282) | | | | | | (109) | | | | | | (2,871) | | | | | | (1,021) | | | | | | (2,419) | | | | | | (1,368) | | | | |
|
(9,070)
|
| | | | | (9,023) | | | | |
|
(18,093)
|
| |
Transfers | | | | | — | | | | | | — | | | | | | (357) | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(357)
|
| | | | | 357 | | | | | | — | | |
Disposals
|
| | | | — | | | | | | 214 | | | | | | 365 | | | | | | 1 | | | | | | 919 | | | | | | — | | | | |
|
1,499
|
| | | | | 4,711 | | | | |
|
6,210
|
| |
As at June 30, 2022
|
| | | | (8,170) | | | | | | (611) | | | | | | (56,895) | | | | | | (10,609) | | | | | | (18,306) | | | | | | (5,056) | | | | | | (99,647) | | | | | | (65,119) | | | | | | (164,766) | | |
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at January 1, 2023
|
| | | | 53,368 | | | | | | 3,541 | | | | | | 87,791 | | | | | | 17,887 | | | | | | 36,428 | | | | | | 19,469 | | | | | | 218,484 | | | | | | 179,798 | | | | | | 398,282 | | |
Additions / modifications
|
| | | | 454 | | | | | | 125 | | | | | | 4,737 | | | | | | 1,545 | | | | | | 4,040 | | | | | | (2) | | | | |
|
10,899
|
| | | | | 32,623 | | | | |
|
43,522
|
| |
Acquisition of subsidiary
|
| | | | 4,068 | | | | | | — | | | | | | 445 | | | | | | 6 | | | | | | 514 | | | | | | — | | | | |
|
5,033
|
| | | | | — | | | | |
|
5,033
|
| |
Disposals
|
| | | | (1,346) | | | | | | — | | | | | | (1,401) | | | | | | (1) | | | | | | (1,658) | | | | | | — | | | | |
|
(4,406)
|
| | | | | (17,586) | | | | |
|
(21,992)
|
| |
As at June 30, 2023
|
| | |
|
56,544
|
| | | |
|
3,666
|
| | | |
|
91,572
|
| | | |
|
19,437
|
| | | |
|
39,324
|
| | | |
|
19,467
|
| | | |
|
230,010
|
| | | |
|
194,835
|
| | | |
|
424,845
|
| |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at January 1, 2023
|
| | | | (9,595) | | | | | | (710) | | | | | | (59,136) | | | | | | (11,951) | | | | | | (20,218) | | | | | | (6,485) | | | | | | (108,095) | | | | | | (70,820) | | | | | | (178,915) | | |
Depreciation charge for the period
|
| | | | (1,410) | | | | | | (106) | | | | | | (3,269) | | | | | | (1,103) | | | | | | (2,705) | | | | | | (1,448) | | | | |
|
(10,041)
|
| | | | | (10,477) | | | | |
|
(20,518)
|
| |
Disposals
|
| | | | 280 | | | | | | — | | | | | | 939 | | | | | | 1 | | | | | | 1,259 | | | | | | — | | | | |
|
2,479
|
| | | | | 5,458 | | | | |
|
7,937
|
| |
As at June 30, 2023
|
| | | | (10,725) | | | | | | (816) | | | | | | (61,466) | | | | | | (13,053) | | | | | | (21,664) | | | | | | (7,933) | | | | | | (115,657) | | | | | | (75,839) | | | | | | (191,496) | | |
Net carrying value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at June 30, 2022
|
| | | | 43,410 | | | | | | 2,884 | | | | | | 27,705 | | | | | | 5,068 | | | | | | 13,649 | | | | | | 13,678 | | | | | | 106,394 | | | | | | 101,386 | | | | | | 207,780 | | |
As at June 30, 2023
|
| | |
|
45,819
|
| | | |
|
2,850
|
| | | |
|
30,106
|
| | | |
|
6,384
|
| | | |
|
17,660
|
| | | |
|
11,534
|
| | | |
|
114,353
|
| | | |
|
118,996
|
| | | |
|
233,349
|
| |
| | |
Interest
|
| |
Maturities between
|
| |
As at
June 30, 2023 |
| |
As at
December 31, 2022 |
| ||||||
| | |
(% p.a.)
|
| | | | |
£’000s
|
| |
£’000s
|
| ||||||
Facility agreement
|
| |
7% – 8%
over base |
| |
06/15/2024 and
04/05/2025 |
| | | | 197,060 | | | | | | 196,073 | | |
Preference shares
|
| |
15%, which
increases by 1% annually beginning January 1, 2024 |
| |
09/01/2029
|
| | | | 106,420 | | | | | | 102,633 | | |
Bonds
|
| |
11%
|
| |
06/08/2024
|
| | | | 22,531 | | | | | | 22,128 | | |
Facility agreement
|
| |
10% – 11%
|
| |
07/10/2023 and
11/01/2024 |
| | | | 11,577 | | | | | | 11,837 | | |
Term loans
|
| |
2.15% – 5.5%
over base or 10% – 11% |
| |
07/10/2023 and
03/02/2029 |
| | | | 28,289 | | | | | | 29,588 | | |
Invoice financing
|
| |
2% – 2.98%
over base |
| |
02/22/2023 and
04/20/2027, or within one year of the balance sheet date |
| | | | 17,478 | | | | | | 15,228 | | |
Revolving inventory facilities
|
| |
2.15% – 3.75%
over base |
| |
02/22/2023 and
04/20/2027, or within one year of the balance sheet date |
| | | | 24,223 | | | | | | 24,754 | | |
Mortgages
|
| |
1.45% – 3.95%
over base |
| |
04/07/2024 and
04/19/2042 |
| | | | 9,553 | | | | | | 9,884 | | |
CBILS
|
| |
4.8% – 5% over
base or 11.9% – 15% |
| |
09/01/2025 and
04/20/2027 |
| | | | 3,828 | | | | | | 4,375 | | |
Other Loans
|
| |
5%
|
| |
On demand
|
| | | | 558 | | | | | | 500 | | |
Total | | | | | | | | | | | 421,517 | | | | | | 417,000 | | |
Current (note 2.2) | | | | | | | | | | | 204,584 | | | | | | 62,404 | | |
Non-current | | | | | | | | | | | 216,933 | | | | | | 354,596 | | |
| | |
As at June 30,
2023 |
| |
As at December 31,
2022 |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Financial liabilities at fair value | | | | | | | | | | | | | |
Deferred consideration payable (contingent)
|
| | | | 2,943 | | | | | | 2,134 | | |
Cash flow hedging instruments
|
| | | | 1,372 | | | | | | 191 | | |
Total financial instruments at fair value
|
| | |
|
4,315
|
| | | |
|
2,325
|
| |
Other financial liabilities at amortized cost | | | | | | | | | | | | | |
Gross obligations under put options
|
| | | | 90,347 | | | | | | 89,282 | | |
Deferred consideration payable (fixed)
|
| | | | 4,156 | | | | | | 5,069 | | |
Loans payable to related parties
|
| | | | 7,125 | | | | | | 6,513 | | |
Total other financial liabilities at amortized cost
|
| | | | 101,628 | | | | | | 100,864 | | |
Total current
|
| | | | 85,022 | | | | | | 73,787 | | |
Total non- current
|
| | | | 20,921 | | | | | | 29,402 | | |
| | |
Interest-bearing loans
and borrowings |
| |
Lease
liabilities |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
As at January 1, 2023
|
| | | | 417,000 | | | | | | 66,517 | | |
Additions
|
| | | | 4,453 | | | | | | 16,099 | | |
Interest accrual
|
| | | | 25,688 | | | | | | 1,567 | | |
Repayment of principal
|
| | | | (6,904) | | | | | | (13,469) | | |
Purchase of assets
|
| | | | — | | | | | | (948) | | |
Interest paid
|
| | | | (22,583) | | | | | | (1,314) | | |
Business acquired
|
| | | | — | | | | | | 2,888 | | |
Net proceeds from short-term borrowing facilities
|
| | | | 3,863 | | | | | | — | | |
As at June 30, 2023
|
| | | | 421,517 | | | | | | 71,340 | | |
| | | | | | | | |
Fair value measurement using
|
| |||||||||||||||
As at June 30, 2023
|
| |
Carrying
amount |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| ||||||||||||
Liabilities measured at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred consideration payable (contingent)
|
| | | | 2,943 | | | | | | — | | | | | | — | | | | | | 2,943 | | |
Cash flow hedging instruments
|
| | | | 1,372 | | | | | | — | | | | | | 1,372 | | | | | | — | | |
Liabilities at amortized cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross obligations under put options
|
| | | | 90,347 | | | | | | — | | | | | | — | | | | | | 90,024 | | |
Interest-bearing loans and borrowings
|
| | | | 421,517 | | | | | | — | | | | | | 421,517 | | | | | | — | | |
| | | | | | | | |
Fair value measurement using
|
| |||||||||||||||
As at December 31, 2022
|
| |
Carrying
amount |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
| | |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| |
£’000s
|
| ||||||||||||
Liabilities measured at fair value | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred consideration payable (contingent)
|
| | | | 2,134 | | | | | | — | | | | | | — | | | | | | 2,134 | | |
Cash flow hedging instruments
|
| | | | 191 | | | | | | — | | | | | | 191 | | | | | | — | | |
Liabilities at amortized cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross obligations under put options
|
| | | | 89,282 | | | | | | — | | | | | | — | | | | | | 88,068 | | |
Interest-bearing loans and borrowings
|
| | | | 417,000 | | | | | | — | | | | | | 417,000 | | | | | | — | | |
| | |
As at June 30, 2023
|
| |
As at December 31, 2022
|
| ||||||
Ordinary “A1” shares
|
| | | | 494,220,000 | | | | | | 494,220,000 | | |
Ordinary “A2” shares
|
| | | | 228,070,120 | | | | | | 220,880,000 | | |
Ordinary “C” shares
|
| | | | 1,000 | | | | | | 1,000 | | |
Ordinary “D” shares
|
| | | | 2 | | | | | | 2 | | |
Total | | | | | 722,291,122 | | | | | | 715,101,002 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
| | |
£’000
|
| |
£’000
|
| ||||||
Numerator: | | | | ||||||||||
(Loss)/profit for the period attributable to equity holders – Basic and diluted
|
| | | | (1,000) | | | | | | 2,202 | | |
Amounts allocated to legacy shares
|
| | | | n/a | | | | | | 1,530 | | |
Amounts allocated to Class A1 Shares
|
| | | | (673) | | | | | | 455 | | |
Amounts allocated to Class A2 Shares
|
| | | | (302) | | | | | | 200 | | |
Amounts allocated to Class D Shares
|
| | | | (25) | | | | | | 17 | | |
Denominator: | | | | | | | | | | | | | |
Basic and diluted weighted average ordinary shares
|
| | | | 716,513,415 | | | | | | 1,001,053,334 | | |
Legacy Shares
|
| | | | n/a | | | | | | 526,573,333 | | |
Class A1 Shares
|
| | | | 494,220,000 | | | | | | 329,480,000 | | |
Class A2 Shares
|
| | | | 222,293,413 | | | | | | 145,000,000 | | |
Class D Shares
|
| | | | 2 | | | | | | 1 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
| | |
£
|
| |
£
|
| ||||||
Loss per share attributable to equity holders: | | | | ||||||||||
Basic and diluted earnings per share | | | | | | | | | | | | | |
Legacy Shares
|
| | | | n/a | | | | | | 0.00 | | |
Class A1 Shares
|
| | | | (0.00) | | | | | | 0.00 | | |
Class A2 Shares
|
| | | | (0.00) | | | | | | 0.00 | | |
Class D Shares
|
| | | | (12,500.00) | | | | | | 12,609.08 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
|
Assumption | | | | | | | |
EV/EBITDA Multiple
|
| |
8x – 10.3x
|
| |
5.4x – 6.1x
|
|
Weighted average fair value per share at the measurement date
|
| |
£30,033
|
| |
£977
|
|
Units vested in period
|
| |
144
|
| |
402
|
|
Time to Exit
|
| |
0.50 – 0.75 years
|
| |
3.25 – 3.50 years
|
|
Dividend yield
|
| |
3% – 5%
|
| |
3% – 5%
|
|
Volatility
|
| |
30% – 40%
|
| |
30% – 40%
|
|
Risk-free rate
|
| |
3.90% – 5.45%
|
| |
0.85% – 1.86%
|
|
| | |
As at June 30,
2023 |
| |
As at December 31,
2022 |
| ||||||
| | |
£’000s
|
| |
£’000s
|
| ||||||
Loans receivable from related parties | | | | | | | | | | | | | |
VE Capital Property(i)
|
| | | | 2,407 | | | | | | 2,322 | | |
MorCor Limited(ii)
|
| | | | 386 | | | | | | 427 | | |
Total | | | | | 2,793 | | | | | | 2,749 | | |
Loans payable to related parties | | | | | | | | | | | | | |
SSO Consulting Limited(iii)
|
| | | | 5,874 | | | | | | 5,857 | | |
Orange Investments One Limited(iv)
|
| | | | 1,250 | | | | | | 617 | | |
Other
|
| | | | 1 | | | | | | 39 | | |
Total | | | | | 7,125 | | | | | | 6,513 | | |
| | |
Page
|
| |||
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-18 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-27 | | | |
| | | | A-27 | | | |
| | | | A-27 | | | |
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-29 | | | |
| | | | A-30 | | | |
| | | | A-30 | | |
| | |
Page
|
| |||
| | | | A-30 | | | |
| | | | A-31 | | | |
| | | | A-33 | | | |
| | | | A-35 | | | |
| | | | A-36 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-46 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-52 | | | |
| | | | A-53 | | |
| | |
Page
|
| |||
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-57 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-61 | | | |
| | | | A-62 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-65 | | | |
| | | | A-66 | | | |
| | | | A-66 | | | |
| | | | A-67 | | | |
| | | | A-67 | | | |
| | | | A-67 | | | |
| | | | A-68 | | | |
| | | | A-69 | | | |
| | | | A-69 | | | |
| | | | A-69 | | | |
| | | | A-69 | | | |
| | | | A-70 | | | |
| | | | A-71 | | | |
| | | | A-71 | | |
| | |
Page
|
| |||
| | | | A-71 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-73 | | | |
| | | | A-73 | | | |
| | | | A-73 | | | |
| | | | A-73 | | | |
| | | | A-74 | | | |
| | | | A-74 | | | |
| | | | A-75 | | | |
| | | | A-76 | | | |
EXHIBITS
|
| ||||||
Exhibit A Terms of Company Class C-1 Shares and Company Class C-2 Shares | | | | | | | |
| | |
Founder Shares
|
| |
Private
Placement Warrants |
| ||||||
Sponsor
|
| | | | 34,500,000 | | | | | | 32,600,000 | | |
Michael Klein*
|
| | | | — | | | | | | — | | |
Andrew Frankle**
|
| | | | — | | | | | | — | | |
Bonnie Jonas**
|
| | | | — | | | | | | — | | |
Mark Klein
|
| | | | — | | | | | | — | | |
Malcolm S. McDermid
|
| | | | — | | | | | | — | | |
Karen G. Mills**
|
| | | | — | | | | | | — | | |
Stephen Murphy**
|
| | | | — | | | | | | — | | |
Alan M. Schrager**
|
| | | | — | | | | | | — | | |
Jay Taragin
|
| | | | — | | | | | | — | | |
|
![]() |
| |
Reed Smith LLP
The Broadgate Tower 20 Primrose Street London EC2A 2RS Phone: +44 (0) 20 3116 3000 Fax: +44 (0) 20 3116 3999 DX1066 City / DX18 London
r e e d s m i t h . c o m
|
|
| | | | | C-1 | | | |
| | | | | C-1 | | | |
| | | | | C-6 | | | |
| | | | | C-6 | | | |
| | | | | C-7 | | | |
| | | | | C-7 | | | |
| | | | | C-7 | | | |
| | | | | C-8 | | | |
| | | | | C-9 | | | |
| | | | | C-9 | | | |
| | | | | C-10 | | | |
| | | | | C-10 | | | |
| | | | | C-12 | | | |
| | | | | C-21 | | | |
| | | | | C-21 | | | |
| | | | | C-22 | | | |
| | | | | C-22 | | | |
| | | | | C-22 | | | |
| | | | | C-22 | | | |
| | | | | C-23 | | | |
| | | | | C-23 | | | |
| | | | | C-24 | | | |
| | | | | C-24 | | | |
| | | | | C-25 | | | |
| | | | | C-25 | | | |
| | | | | C-25 | | | |
| | | | | C-25 | | | |
| | | | | C-26 | | | |
| | | | | C-26 | | | |
| | | | | C-26 | | | |
| | | | | C-26 | | | |
| | | | | C-26 | | | |
| | | | | C-26 | | | |
| | | | | C-27 | | | |
| | | | | C-27 | | | |
| | | | | C-27 | | | |
| | | | | C-27 | | | |
| | | | | C-27 | | | |
| | | | | C-27 | | |
| | | | | C-27 | | | |
| | | | | C-28 | | | |
| | | | | C-28 | | | |
| | | | | C-29 | | | |
| | | | | C-29 | | | |
| | | | | C-29 | | | |
| | | | | C-29 | | | |
| | | | | C-29 | | | |
| | | | | C-30 | | | |
| | | | | C-30 | | | |
| | | | | C-30 | | | |
| | | | | C-31 | | | |
| | | | | C-31 | | | |
| | | | | C-32 | | | |
| | | | | C-32 | | | |
| | | | | C-32 | | | |
| | | | | C-34 | | | |
| | | | | C-34 | | | |
| | | | | C-34 | | | |
| | | | | C-34 | | | |
| | | | | C-35 | | | |
| | | | | C-35 | | | |
| | | | | C-35 | | | |
| | | | | C-36 | | | |
| | | | | C-36 | | | |
| | | | | C-36 | | | |
| | | | | C-37 | | | |
| | | | | C-37 | | | |
| | | | | C-37 | | | |
| | | | | C-37 | | | |
| | | | | C-38 | | | |
| | | | | C-38 | | | |
| | | | | C-38 | | | |
| | | | | C-39 | | | |
| | | | | C-39 | | | |
| | | | | C-40 | | | |
| | | | | C-41 | | | |
| | | | | C-41 | | | |
| | | | | C-42 | | | |
| | | | | C-43 | | | |
| | | | | C-44 | | |
| | | | | C-45 | | | |
| | | | | C-45 | | | |
| | | | | C-45 | | | |
| | | | | C-45 | | | |
| | | | | C-45 | | | |
| | | | | C-46 | | | |
| | | | | C-46 | | | |
| | | | | C-47 | | | |
| | | | | C-47 | | | |
| | | | | C-47 | | | |
| | | | | C-47 | | | |
| | | | | C-48 | | | |
| | | | | C-48 | | | |
| | | | | C-48 | | | |
| | | | | C-48 | | | |
| | | | | C-48 | | | |
| | | | | C-48 | | | |
| | | | | C-49 | | | |
| | | | | C-49 | | | |
| | | | | C-49 | | | |
| | | | | C-49 | | | |
| | | | | C-50 | | | |
| | | | | C-50 | | | |
| | | | | C-50 | | | |
| | | | | C-50 | | | |
| | | | | C-50 | | | |
| | | | | C-51 | | | |
| | | | | C-51 | | | |
| | | | | C-51 | | | |
| | | | | C-51 | | | |
| | | | | C-51 | | | |
| | | | | C-51 | | | |
| | | | | C-52 | | | |
| | | | | C-52 | | | |
| | | | | C-52 | | | |
| | | | | C-52 | | | |
| | | | | C-53 | | | |
| | | | | C-53 | | | |
| | | | | C-53 | | | |
| | | | | C-53 | | | |
| | | | | C-53 | | | |
| | | | | C-54 | | | |
| | | | | C-55 | | | |
| | | | | C-56 | | |
| | | | | C-56 | | | |
| | | | | C-56 | | | |
| | | | | C-57 | | | |
| | | | | C-57 | | | |
| | | | | C-57 | | | |
| | | | | C-57 | | | |
| | | | | C-57 | | | |
| | | | | C-57 | | | |
| | | | | C-58 | | | |
| | | | | C-58 | | | |
| | | | | C-58 | | | |
| | | | | C-59 | | | |
| | | | | C-60 | | | |
| | | | | C-61 | | | |
| | | | | C-61 | | | |
| | | | | C-62 | | | |
| | | | | C-62 | | | |
| | | | | C-63 | | | |
| | | | | C-63 | | | |
| | | | | C-63 | | | |
| | | | | C-64 | | | |
| | | | | C-64 | | | |
| | | | | C-65 | | | |
| | | | | C-65 | | |
| | | | CHURCHILL CAPITAL CORP VII | | |||
| | | | By: | | |
/s/ Jay Taragin
Name:
Jay Taragin
|
|
| | | | | | |
Title:
Chief Financial Officer
|
|
| | | |
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY |
| |||
| | | | By: | | |
/s/ Isaac Kagan
Name:
Isaac Kagan
|
|
| | | | | | |
Title:
Vice President
|
|
| | | | CHURCHILL CAPITAL CORP VII | | |||
| | | | By: | | |
Name:
Title: |
|
| | | |
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY |
| |||
| | | | By: | | |
Name:
Title: |
|
| Date: | | | (Signature) | |
| | | | (Address) | |
| | | | CHURCHILL CAPITAL CORP VII | | |||
| | | | By: | | |
Name: Jay Taragin
Title: Chief Financial Officer |
|
| | | |
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY |
| |||
| | | | By: | | |
Name:
Title: |
|
| | | | CHURCHILL CAPITAL CORP VII | | |||
| | | | By: | | |
Name: Jay Taragin
Title: Chief Financial Officer |
|
| | | |
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY |
| |||
| | | | By: | | |
Name:
Title: |
|
| | | | CHURCHILL CAPITAL CORP VII | | |||
| | | | By: | | |
Name:
Title: |
|
| | | | POLARIS PUBCO PLC | | |||
| | | | By: | | |
Name:
Title: |
|
| | | |
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY AS WARRANT AGENT |
| |||
| | | | By: | | |
Name:
Title: |
|
| | | | Polaris Pubco PLC | | |||
| | | | By: | | |
Name:
Title: |
|
| | | |
Continental Stock Transfer & Trust Company as
Warrant Agent |
| |||
| | | | By: | | |
Name:
Title: |
|
|
Date:
|
| | (Signature) | |
| | | | (Address) | |
BYE-LAW
|
| |
PAGE
|
| |||
| | | | I-4 | | | |
| | | | I-9 | | | |
| | | | I-9 | | | |
| | | | I-9 | | | |
| | | | I-13 | | | |
| | | | I-13 | | | |
| | | | I-14 | | | |
| | | | I-14 | | | |
| | | | I-14 | | | |
| | | | I-14 | | | |
| | | | I-15 | | | |
| | | | I-15 | | | |
| | | | I-17 | | | |
| | | | I-19 | | | |
| | | | I-19 | | | |
| | | | I-20 | | | |
| | | | I-20 | | | |
| | | | I-20 | | | |
| | | | I-20 | | | |
| | | | I-20 | | | |
| | | | I-21 | | | |
| | | | I-21 | | | |
| | | | I-21 | | | |
| | | | I-21 | | | |
| | | | I-22 | | | |
| | | | I-22 | | | |
| | | | I-22 | | | |
| | | | I-23 | | | |
| | | | I-23 | | | |
| | | | I-23 | | | |
| | | | I-24 | | | |
| | | | I-24 | | | |
| | | | I-24 | | | |
| | | | I-25 | | | |
| | | | I-25 | | | |
| | | | I-25 | | | |
| | | | I-25 | | | |
| | | | I-25 | | | |
| | | | I-25 | | | |
| | | | I-26 | | | |
| | | | I-26 | | |
BYE-LAW
|
| |
PAGE
|
| |||
| | | | I-28 | | | |
| | | | I-28 | | | |
| | | | I-28 | | | |
| | | | I-28 | | | |
| | | | I-28 | | | |
| | | | I-28 | | | |
| | | | I-29 | | | |
| | | | I-30 | | | |
| | | | I-30 | | | |
| | | | I-30 | | | |
| | | | I-30 | | | |
| | | | I-31 | | | |
| | | | I-31 | | | |
| | | | I-31 | | | |
| | | | I-31 | | | |
| | | | I-31 | | | |
| | | | I-31 | | | |
| | | | I-31 | | | |
| | | | I-32 | | | |
| | | | I-32 | | | |
| | | | I-32 | | | |
| | | | I-32 | | | |
| | | | I-32 | | | |
| | | | I-32 | | | |
| | | | I-33 | | | |
| | | | I-33 | | | |
| | | | I-33 | | | |
| | | | I-33 | | | |
| | | | I-33 | | | |
| | | | I-33 | | | |
| | | | I-33 | | | |
| | | | I-33 | | | |
| | | | I-33 | | | |
| | | | I-34 | | | |
| | | | I-34 | | |
| | | | [HOLDER] | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | [•] | |
| | | | | | | Title: | | | [•] | |
| | | | | | | Address: | | | [•] | |
| | | | CORPACQ GROUP PLC | |
| | | |
By:
Name:
Title: |
|
| | | | POLARIS BERMUDA LIMITED | |
| | | |
By:
Name:
Title: |
|
| Name: | | | Polaris Pubco Plc | |
|
For the attention of:
|
| | [•] | |
| Address: | | | Corpacq House, 1 Goose Green, Altrincham, United Kingdom, WA14 1DW | |
| E-mail address: | | | [•] | |
| Name: | | | Reed Smith LLP | |
|
For the attention of:
|
| |
Jennifer W. Cheng
Susan K. Nieto |
|
| Address: | | |
Reed Smith LLP
599 Lexington Avenue New York, NY 10022 |
|
| E-mail address: | | |
JCheng@reedsmith.com
SNieto@reedsmith.com |
|
| Name: | | | Churchill Sponsor VII LLC | |
|
For the attention of:
|
| | [•] | |
| Address: | | | [•] | |
| E-mail address: | | | [•] | |
| Name: | | | Weil, Gotshal & Manges LLP | |
|
For the attention of:
|
| |
Michael J. Aiello
Matthew J. Gilroy Amanda Fenster |
|
| Address: | | |
Weil, Gotshal & Manges LLP
767 Fifth Avenue New York, NY 10153 |
|
| E-mail address: | | |
michael.aiello@weil.com
matthew.gilroy@weil.com amanda.fenster@weil.com |
|
| Name: | | | Churchill Capital Corp VII | |
|
For the attention of:
|
| | [•] | |
| Address: | | | [•] | |
| E-mail address: | | | [•] | |
| Name: | | | Weil, Gotshal & Manges LLP | |
|
For the attention of:
|
| |
Michael J. Aiello
Matthew J. Gilroy Amanda Fenster |
|
| Address: | | |
Weil, Gotshal & Manges LLP
767 Fifth Avenue New York, NY 10153 |
|
| E-mail address: | | |
michael.aiello@weil.com
matthew.gilroy@weil.com amanda.fenster@weil.com |
|
Name
|
| |
Address for service of notices
|
|
[•] | | | | |
|
Confidential
Board of Directors
Churchill Capital Corp VII 640 Fifth Avenue 12th Floor New York, NY 10019 |
| |
August 1, 2023
|
|
|
Exhibit
Number |
| |
Description
|
|
| 2.1## | | | Agreement and Plan of Merger, dated as of August 1, 2023, by and among Churchill Capital Corp VII, Polaris PubCo PLC, NorthSky Merger Sub, Inc., Sellers (as listed in the signature pages thereto), and CorpAcq Holdings Limited (included as Annex A to the proxy statement/prospectus) | |
| 3.1 | | | | |
| 3.2 | | | |
|
NAME
|
| |
POSITION
|
| |
DATE
|
|
|
/s/ Stephen Scott
Stephen Scott
|
| | Chief Operating Officer and Director (Principal Executive Officer) | | |
November 17, 2023
|
|
|
/s/ Nicholas Cattell
Nicholas Cattell
|
| | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | | |
November 17, 2023
|
|