Melrose Industries PLC – Annual Report 2016
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Buy Improve Sell Melrose Melrose Industries PLC Melrose Industries PLC Annual Report Annual Report 2016 for the year ended 31 December 2016 Melrose Industries PLC This has been a tremendous year for Melrose and we are delighted with the performance of Nortek, which is exceeding expectations. All aspects of the business are being improved and its prospects are better than originally thought. Buy Improve Sell Acquiring good quality manufacturing businesses, making operational improvements, realising shareholder value at the appropriate time and then returning this value to shareholders continues to be the fundamentals of the “buy, improve, sell” business strategy that Melrose has followed since being founded in 2003. Melrose Industries PLC Annual Report 2016 01 Strategic Report P02 Performance summary 02 Track record 04 Chairman’s statement 06 Chief Executive’s review 07 Market overview 08 Our strategy and business model 12 Strategy in action 14 Key performance indicators 18 Divisional review 20 Finance Director’s review 30 Longer-term viability statement 37 Risk management 38 Risks and uncertainties 40 Corporate Social Responsibility 46 Essential reading Governance P54 Governance overview 54 Board of Directors 56 p.02 Directors’ report 58 Corporate governance report 62 Strategic Report Audit Committee report 66 Nomination Committee report 70 p.20 Directors’ remuneration report 72 Statement of Directors’ responsibilities 85 Divisional review Financials P86 p.30 Independent auditor’s report to the 87 members of Melrose Industries PLC Finance Director’s review Consolidated Income Statement 93 Consolidated Statement of Comprehensive Income 94 Consolidated Statement of Cash Flows 95 p.54 Consolidated Balance Sheet 96 Consolidated Statement of Changes in Equity 97 Governance overview Notes to the financial statements 98 Company Balance Sheet for Melrose Industries PLC 141 Company Statement of Changes in Equity 141 Notes to the Company Balance Sheet 142 Shareholder information P147 Notice of Annual General Meeting 147 Company and shareholder information 153 Download the Annual Report www.melroseplc.net/investors/reports Cautionary statement The Strategic Report and certain other sections of this Annual Report contain 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. Accordingly, readers are cautioned not to place undue reliance on any such forward-looking statements. Subject to compliance with applicable laws and regulations, Melrose does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Annual Report. 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. Some financial and other numerical data in this Annual Report and financial statements has been rounded and, as a result, the numerical figures shown as totals may vary slightly from the exact arithmetic aggregation of the figures that precede them. Melrose Industries PLC 02 Annual Report 2016 Performance summary Following the acquisition of Nortek in August, the continuing operations of the Group now consist of four divisions. Only the four months of trading since the acquisition have been included in these results for the former Nortek businesses, all of which have made a very strong start under Melrose ownership. Financial Revenue (£m) Underlying(1) operating profit margin(2) (%) £889.3 million 11.7% 2015 £261.1m 2015 9.5% 2016 £889.3m 2016 11.7% Underlying(1) operating profit (£m) £104.1 million 2015 £24.8m 2016 £104.1m 2016 statutory IFRS loss after tax of £39.0 million (2015: £16.3 million) (1) Considered by the Board to be the best measure of performance. A reconciliation of statutory profit/(loss) to underlying profit/(loss) is given in the Finance Director’s review on page 30. (2) Underlying (1) operating profit as a percentage of revenue for the continuing Group. Melrose Industries PLC Annual Report 2016 03 Strategic Report p.14 p.20 p.30 Strategy in action Divisional review Finance Director’s review Acquisition of Nortek Enterprise value £2.2 billion Rights Issue £1.6 billion Debt financing £0.6 billion Melrose Industries PLC 04 Annual Report 2016 A strong track record Melrose is very pleased with the track record achieved over its 13-year history since floating on AIM in 2003. It has achieved an average annual return on equity investment of 26% since making the first acquisition in 2005, with an increase in operating margins between five and nine percentage points across the businesses sold to date. Bought for (1) Sold for (1) £1.8bn £3.3bn August 2012 £1.0bn £1.8bn July 2008 Up to 1 March 2017 (2) £0.4bn £0.8bn May 2005 As at 1 March 2017, track record for £1 invested in Melrose Since the first deal in 2005, assuming participation in every fund raising and capital return and dividend receipt. Investment Total investment £1 £11.85 £12.85 Original Additional investment in investment subsequent capital raisings Returns Total returns £13.24 £ 1. 8 3 £14.27 £29.34 Capital returns Ordinary Market value dividends of shares held Net return Net return £16.49 £16.49 (1) Enterprise value. (2) Brush was also acquired as part of the acquisition of FKI and remains part of the Melrose Group. This calculation includes a consensus value of the Brush business as at 1 March 2017. (3) Considered by the Board to be the best measure of performance. A reconciliation of statutory profit/(loss) to underlying profit/(loss) is given in the Finance Director’s review on page 30. (4) As at 1 March 2017. Melrose Industries PLC Annual Report 2016 05 Strategic Report Operational improvements Shareholder return Investment in the businesses Underlying(3) operating margin Equity rate Shareholder return Post-acquisition investment as a improvement (percentage points) of return on original equity percentage of original equity price +9ppts 33% 2.3x 25% +5ppts 33% 3.4 x 62% +6ppts 30% 3.0 x 51% Shareholder investment and gain(4) The future Melrose is well-positioned to create superior shareholder value 26% Since floating on AIM in 2003, Melrose has raised £3.6 billion Average annual return from shareholders, and has returned £4.3 billion in cash to investors. for a shareholder since Melrose acquired the former Nortek businesses in August 2016 the first acquisition £4.8bn for an enterprise value of £2.2 billion, which, together with Brush, now comprise the Group. It continues to invest in the “buy, Shareholder value created improve, sell” business model, which management believes can 2.6x create significant further value from similar deals in the future. Average return on equity Melrose has a simple and transparent executive remuneration across all businesses sold framework that is aligned with shareholders’ interests and supports the delivery of the Group’s value creation strategy. A history of value creation 2005 2007 2011 2012 2014 2015 2016 2016 2003 December August August August February March February August October Entered the £220 million £373 million Fully underwritten £595 million £200 million £2.4 billion Fully underwritten Floated FTSE 250 on returned to returned to £1.2 billion returned to returned to returned to £1.6 billion on AIM London’s main shareholders shareholders Rights Issue shareholders shareholders shareholders Rights Issue exchange Melrose Industries PLC 06 Annual Report 2016 Chairman’s statement “ We rely on shareholder support for our ability to secure acquisitions where we can materially improve businesses and create value for our investors. The progress made at Nortek should give further confidence that our approach can continue to identify new opportunities even in challenging times.” Christopher Miller, Chairman I am pleased to report on our Dividend Strategy 14th set of annual results since The Board proposes to pay a final dividend Consistent with our “buy, improve, sell” flotation in 2003. Since the date of 1.9 pence per share (2015: 0.5 pence (1)), strategy, the Nortek businesses have been of the first acquisition in 2005, making a total of 2.2 pence for the year the subject of significant change and a (1) Melrose has created net (2015: 1.0 pence ), in line with its progressive number of improvements have already been shareholder value of £4.8 billion annual dividend policy. This will be paid on delivered in the short period of Melrose 16 May 2017 to those shareholders on the ownership, with more planned for 2017. and achieved an average annual register on 7 April 2017, subject to approval At Brush, targeted investment in product return for a shareholder of 26% at the Annual General Meeting (AGM) on development continues in order to maximise (as at 1 March 2017). 11 May 2017. opportunities in a tough market, with the business focused on becoming the most Calendar year 2016 Board matters agile, responsive and cost effective supplier 2016 has been another successful year. In Succession planning is critical to maintaining in the industry. February 2016, £2.4 billion was returned to the effectiveness and quality of the Melrose shareholders following the sale of Elster in Board and it remains an area of focus for Whilst the implementation of improvements December 2015. In August, Nortek was 2017. John Grant will be retiring from the across our existing businesses remains our acquired for £2.2 billion, financed from the Board at the conclusion of this year’s AGM, key area of focus, we continue to see net proceeds of a successful Rights Issue having held a non-executive position on the businesses that are candidates for our raising £1.6 billion, with the balance funded Melrose Board since 2006 and is currently management and investment methods through debt of £0.6 billion.