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Melrose Industries PLC Annual Report for the Year Ended 31 December 2013 Melrose Industries PLC

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Melrose Industries PLC Annual Report for the Year Ended 31 December 2013 Melrose Industries PLC Buy Improve Sell Melrose Melrose Industries PLC Annual Report for the year ended 31 December 2013 Melrose Industries PLC Business strategy Melrose buys good manufacturing businesses with strong fundamentals, whose performance can be improved. Melrose finances its acquisitions using a low level of leverage, improves the businesses by a mixture of investment and changed management focus, sells them and returns the proceeds to shareholders. Read more about the p.14 Melrose business strategy Measuring success During the 10 year period since first listing, Melrose has grown its market capitalisation from £13 million to £3.9 billion and has created £3 billion of shareholder value.* The average annual return on investment during this period is 27%.** Read more about how p.32 Melrose measures success * October 2003 to 31 December 2013 ** Since the first acquisition in 2005 Download the latest Annual Report at www.melroseplc.net/investors/reports Melrose Industries PLC Annual Report 2013 01 Contents Market overview Strategy in action Strategic Report Strategic Report Melrose business strategies Proven ‘Buy-Improve-Sell’ Highlights 02 Melrose at a glance 04 reflect an in-depth knowledge track record. Market overview 06 and understanding of its markets Chairman’s statement 10 Chief Executive’s review 12 and of the current and emerging Business strategy 14 trends and regulations. Strategy in action 16 Elster Gas business review 22 Elster Electricity business review 24 Elster Water business review 26 Energy business review 28 Lifting business review 30 Key performance indicators 32 p.06 p.16 Risk management 34 Risks and uncertainties 36 Governance Finance Director’s review 40 Review of operations Board of Directors Corporate Social Responsibility 48 The Group is made up of five The Board has ultimate distinct operating segments: responsibility for the overall Governance Overview 54 Elster Gas, Elster Electricity, leadership of the Company. Board of Directors 56 Elster Water, Energy and Lifting. Directors’ report 58 Corporate Governance report 62 Audit Committee report 66 Nomination Committee report 69 Directors’ remuneration report 70 Statement of Directors’ responsibilities 85 Financials Financials p.22 p.56 Contents 86 Independent auditor’s report to the members of Melrose Industries PLC 87 Governance overview Financials Consolidated Income Statement 92 Consolidated Statement of The Board remains committed Audited financial statements of Comprehensive Income 93 to maintaining high corporate Melrose Industries PLC for the Consolidated Statement of Cash Flows 94 Consolidated Balance Sheet 95 governance standards. year ended 31 December 2013. Consolidated Statement of Changes in Equity 96 Notes to the financial statements 97 Company Balance Sheet for Melrose Industries PLC 141 Notes to the Company Balance Sheet 142 Shareholder information Notice of Annual General Meeting 146 Shareholder information Company and shareholder information 152 p.54 p.86 Cautionary statement The Strategic Report has been prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for those strategies to succeed. The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information. Melrose Industries PLC 02 Annual Report 2013 Strategic Report Highlights Operational During 2013, Melrose sold five China of its businesses – Crosby, £30 million investment is being Acco, Marelli, Truth and Harris – made in China to build a new manufacturing facility for Brush, for a combined price of which is scheduled to be approximately £950 million. operational during 2015. In accordance with the Melrose strategy, a return of capital was made to shareholders in February 2014 to Elster the value of approximately £600 million. Within all Elster divisions, operating profit improved significantly in 2013, as a result of strategic actions identified by Melrose on acquisition in August 2012. Gas – good progress has been made in rationalising the European manufacturing footprint with production of a number of products previously manufactured in Western Europe transferred to the newly extended plant in Slovakia. Electricity – production and assembly for North America moved to Mexico during 2013. Water – successful in reducing its overhead cost base through restructuring, which significantly contributed to the operating profit improvement during 2013. Melrose success story Transformational growth 10 year timeline Melrose is led by a management team which has a strong track record in the successful implementation of a disciplined strategy, which has seen the Company grow its market capitalisation from £13 million to approximately £3.9 billion, since listing on the London Stock Exchange in 2003. 2009 2008 2007 2003 £13m 2005 May May Sold the McKechnie Acquired McKechnie and Aerospace business for Dynacast for £429 million from £428 million and the PSM private equity group Cinven. business for £30 million, Raised £230 million in equity. doubling the shareholder July value in 18 months. December 2005 Completed the acquisition June October 2003 Listed on London’s main August of FKI plc for a total Sold Logistex Listed on AIM – exchange. Entered the Shareholders received a consideration including (excluding UK) for £13 million. FTSE 250. capital return of £220 million. debt of just under £1 billion. £50 million. Melrose Industries PLC Annual Report 2013 03 Strategic Report Financial(1) Strategic Report Proforma(3) Headline(2) results Revenue • Revenue of £1,732.8 million (2012: £1,791.9 million), down 3% • Operating profit of £274.9 million (2012: £228.5 million), up 20% £1,732.8m • Elster operating profit up 37% • Elster operating margin of 17.4% (2012: 12.4%), up 5.0 percentage points (3) 2012 £1,791.9m • Diluted earnings per share of 12.8p (2012: 9.4p), up 36% 2013 £1,732.8m Results after exceptional items and intangible asset amortisation • Profit after tax of £121.9 million (2012: loss of £6.9 million) • Diluted earnings per share of 9.3p (2012: loss of 0.9p) Headline(2) operating profit Net debt of £140.8 million (31 December 2012: £997.7 million). Net debt Governance equal to 0.4x EBITDA(4) (31 December 2012: 2.6x). Adjusting for the Return £274.9m of Capital proforma net debt would have been £736.1 million, 2.3x EBITDA(4). 2012 £228.5m(3) Completion of the disposal of five of the businesses acquired with FKI, for gross proceeds of £950 million, which more than tripled their value 2013 £274.9m since 2008 for shareholders in the five years of ownership. Shareholder payments Headline(2) diluted earnings per share • Return of Capital of approximately £600 million (47.0p per share) on 28 February 2014, alongside an 11 for 13 share consolidation • Final proposed dividend of 5.0p per share (2012: 5.0p). Full year 12.8p dividend increased by 2% to 7.75p per share (2012: 7.6p) 2012 9.4p(3) Following the Return of Capital the net shareholder investment in Melrose is £0.5 billion, which has successfully grown into the current Financials 2013 12.8p market capitalisation of £3.5 billion. (1) Continuing operations only unless otherwise stated. (2) Before exceptional costs, exceptional income and intangible asset amortisation, as explained in the Finance Director’s review. (3) Assuming a full year’s ownership of Elster in 2012, as explained in the Finance Director’s review. (4) Headline(2) operating profit before depreciation and amortisation. (5) Restated to include the effects of the 2 for 1 Rights Issue that concluded in August 2012, resulting in the Issue of 844,418,024 new Ordinary Shares in the capital of Melrose PLC, raising approximately £1.2 billion in relation to the purchase of Elster. 2012 2013 Shareholder information 2011 £3.9bn Market cap as at 31 December 2013 February July Sold Brush Traction, Logistex UK and Disposal of Truth Hardware for US $200 million. Madico for £18 million. June August July Disposal of MPC for £30.7 million, the final Disposal of Marelli Motori for €212 million, which Sold Dynacast for £367 million, generating piece of the McKechnie and Dynacast in combination with the Truth disposal generated 4x original equity investment. Nearly businesses, generating a return on initial four x the original equity investment. £1 billion in cash generated from McKechnie equity of approximately 3.25x. and Dynacast acquisition. November August Sold Crosby and Acco for US $1.01 billion, equal August Completed the acquisition of Elster Group SE to a return on the original equity of over three x. Gave back £373 million to shareholders for £1.8 billion. Fully underwritten £1.2 billion which returned virtually all of the previous Rights Issue and new £1.5 billion five year December equity raised from shareholders. bank facility. Sale of Harris. Melrose Industries PLC 04 Annual Report 2013 Strategic Report Melrose at a glance Melrose aims to create significant gains by International increasing the value of the businesses currently operations owned through substantial investment, and by seeking to make suitable acquisitions which Melrose operates internationally. It has manufacturing facilities located throughout have attractive potential rewards. the world, predominantly in Europe and North America, but also has a growing The Melrose Group is split into five segments: presence in South America and the Far East, together with smaller scale Elster Gas, Elster Electricity, Elster Water, Energy operations in South Africa and Australasia. and Lifting. The Other Industrial division is now included in discontinued operations following the sale of Truth and Harris during 2013. 2013 Group revenue Elster Elster Gas Electricity 5 Elster Gas meters, systems, heat Elster Electricity meters, communications 1. Elster Gas £688.9m process units and technologies are and energy management platforms are 4 2.
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