Annual report and accounts for the year ended 31 March 2015 Stock code: SFR www.severfield.com Building a solid platform for growth 23925-04 24-06-2015 Proof 5 Severfield plc Stock code: SFR Welcome to our 2015 annual report Sever eld plc is the largest specialist structural steelwork group in the UK, with a growing presence in India and a reputation for performance and value. Our vision is to be recognised as world- class leaders in structural steel, known for our ability to deliver any project, to the highest possible standards. Five reasons to invest 1 2 3 Market leading UK position — Strong balance sheet provides Unrivalled experience and well positioned to benefit from operational and financial flexibility. capability in design, fabrication and the recovery in the wider UK construction of steel structures. construction market. 4 5 Operational improvement Established foothold in the programme — generating steady developing Indian market — margin improvement. building value through the joint venture business. Investor website We maintain a corporate website at www.severfield.com containing a wide range of information of interest to institutional and private investors including: • Latest news and press releases • Annual reports and investor presentations Getting around the report This icon signposts the reader to other sections in this report Find out more information on our website www.severfield.com Front cover image: Project: South Bank Tower Sector: Commercial offices Location: London Tonnage: 1,700 Client: CIT Main contractor: Mace Completion: Summer 2015 23925-04 24-06-2015 Proof 5 Annual report and accounts for the year ended 31 March 2015 Strategic report / Overview 01 What’s inside Strategic report Overview Highlights and milestones 02 Chairman’s introduction 04 Severfield snapshot 06 03 Our business and strategy Strategic report Group at a glance 10 Our business model 12 Marketplace 16 Market sectors 18 Our strategy 20 JSW Severfield Structures 24 Our performance Operating review 28 Financial review 32 Corporate social responsibility 36 Key performance indicators 42 Principal risks and uncertainties 44 Our governance Board of directors 52 Executive committee 54 51 Chairman’s letter 56 Our governance Corporate governance report 58 Audit committee report 66 Directors’ report 69 Directors’ remuneration report — Letter from the committee chairman 72 — Policy 74 — Implementation 79 Directors’ responsibilities statement 87 Our financials Independent auditor’s report 90 Consolidated income statement 95 Consolidated statement of comprehensive income 96 Consolidated balance sheet 97 Consolidated statement of changes in equity 98 Consolidated cash flow statement 99 Notes to the consolidated financial statements 100 89 Five year summary 129 Our financials Financial calendar 129 Company balance sheet 132 Notes to the Company financial statements 133 Shareholder information Addresses and advisers 138 23925-04 24-06-2015 Proof 5 02 Severfield plc Stock code: SFR www.severfield.com Highlights and milestones Underlying* profit before tax £8.3m2014: £4.0m Underlying* operating profit Underlying* operating margin (before JVs and associates) (before JVs and associates) Revenue £9.0m 4.5% £201.5m 2014: £7.6m 2014: 3.3% 2014: £231.3m Operating profit Underlying* basic earnings (before JVs and associates) Profit after tax per share £0.5m £0.1m 2.31p 2014: (Loss of £0.1m) 2014: (Loss of £2.6m) 2014: 0.88p • Improvement in UK underlying* operating margin to 4.5% (2014: 3.3%), in line * Underlying results are stated before non- with expectations underlying items of £8.5m (2014: £8.1m): • Improved tendering disciplines and operational processes, reflected in — contract remedial costs – £6.0m (2014: £nil) increased margin — amortisation of acquired intangible • Over 110 projects undertaken during the year in key market sectors: assets – £2.6m (2014: £2.7m) — Core construction: office developments, stadia, warehouses and distribution — valuation of derivative financial instruments – £0.1m favourable (2014: centres; and £nil) — Core infrastructure: transport — restructuring and redundancy costs – £nil (2014: £2.6m) • Share of losses from Indian joint venture of £0.2m (2014: £3.0m) reflecting — retirement of acquired intangible asset higher production levels and operational improvements – £nil (2014: £2.4m) • Non-underlying charge of £6.0m for the cost of Leadenhall remedial works — impairment of investment in associates – £nil (2014: £0.4m) programme — the associated tax impact of the above • Strong cash performance, with year-end net funds of £6.4m (2014: £0.3m) • UK order book of £194m at 1 June 2015 (1 November 2014: £185m), reflecting improving market position • India order book of £38m at 1 June 2015 (1 November 2014: £38m) • Successful completion of new £25m revolving credit facility until July 2019 • Reintroduction of proposed final dividend of 0.5p per share 23925-04 24-06-2015 Proof 5 Annual report and accounts for the year ended 31 March 2015 Strategic report / Overview 03 Strategic report Overview 03 Chairman’s introduction 04 Severfield snapshot 06 23925-04 24-06-2015 Proof 5 04 Severfield plc Stock code: SFR www.severfield.com Chairman’s introduction 2014/15 saw the Group make good progress against our strategic priorities. We more than doubled underlying pre-tax pro ts, continued to strengthen our executive team and have established the foundations to achieve further growth in 2015/16. I am pleased to report a strong set of year-end together with management’s results for 2014/15. The Group reported best estimate of the remaining cost to the an underlying operating profit for the Group before taking account of possible year of £9.0m which represents a further future recoveries. increase in the UK operating margin from John Dodds Read the operating review on 3.3 per cent in the previous year to 4.5 Chairman page 28 per cent, positioning us well to achieve our previously stated target of 5 to 6 per Cash generated from operations was cent by 2015/16. The margin uplift reflects £11.4m (operating cash conversion was improved contract tendering disciplines, 107 per cent), which has resulted in year- together with the continued benefits of “ The Group is set for end net funds of £6.4m. our ongoing operational improvement another year of good programme which was initiated in 2013 In October, the Group refinanced its progress.” following the rights issue. Furthermore, borrowing facilities with National the UK order book of £194m has Australia Bank and HSBC, with HSBC strengthened during the year, providing replacing previous lender Royal Bank us with the platform required to return to of Scotland. The new facilities, which revenue growth in 2015/16. expire in July 2019, are for £25m with an accordion facility of up to £20m available Underlying profit before tax was £8.3m, an at the Group’s request. This new facility increase of £4.3m from the previous year. provides a solid foundation for the Group This reflects both the increase in operating as it continues to develop its wider profit and the improved performance of the strategy. Indian joint venture, with the Group’s share of losses significantly reducing to £0.2m Read the financial review on from £3.0m. The joint venture result reflects page 32 the benefits of the changes made to the senior management team and the business Dividends development and operational improvement As a result of the improved underlying programmes, all of which were initiated in results and its commitment to a response to the disappointing performance progressive dividend policy, the board has in the previous year. recommended a final dividend of 0.5p per The 2014/15 result includes a non- share. This dividend will be payable on underlying charge of £6.0m relating to a 11 September 2015 to shareholders on programme of bolt replacement works at the register on 14 August 2015. the Leadenhall building, a contract that was completed in 2013. This programme is being undertaken in conjunction with British Land, Laing O’Rourke and Arup and is likely to continue until the end of the calendar year. This charge represents certain costs incurred at 23925-04 24-06-2015 Proof 5 Annual report and accounts for the year ended 31 March 2015 Strategic report / Overview 05 Strategy The health and safety of our people remains a priority of the board. All of the The Group’s strategy is to continue Group’s employees should benefit from building a solid platform for growth. an incident-free environment. The Group’s Underlying profit before tax We have made good progress against AFR for the year, which includes our Indian our strategic priorities during the year, joint venture, was 0.21. This AFR score particularly in the areas of operational of 0.21 includes an AFR of 0.33 for our £8.3m excellence and India. Another significant UK operations which was a significant step during the year was the recruitment 2014: £4.0m improvement from the prior year of of the legacy Mabey Bridge infrastructure 0.57, reflecting certain new initiatives team, providing us with additional launched in the current year following the resources and expertise to support appointment of a new Group SHE director stronger future growth within the bridge in April 2014. A number of new initiatives and infrastructure markets. are also planned for 2015/16. Read more about Read more about corporate social Group strategy on page 20 responsibility on page 36 Board Outlook Order book During the year, Kevin Whiteman, Tony The improved results for 2014/15 Osbaldiston and Alun Griffiths all joined demonstrate the strength of the Group’s £194m the board as non-executive directors. business model and the progress that we Their considerable operational expertise have made in implementing key elements November 2014: and the knowledge and experience gained of our strategy. £185m in global organisations have proved real assets to our board discussions as we Looking forward, our improved order continue our strategic and operational book and a growing pipeline of contract progression.