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FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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England and Wales
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98-1024030
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State or Other Jurisdiction of
Incorporation or Organization
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I.R.S. Employer Identification No.
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Title of each class
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Name of each exchange on which registered
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Ordinary Shares, nominal value £0.50 each
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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TABLE OF CONTENTS
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Page
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PART I
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Item 1.
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Business
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1
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Item 1A.
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Risk Factors
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8
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Item 1B.
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Unresolved Staff Comments
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23
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Item 2.
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Properties
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23
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Item 3.
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Legal Proceedings
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24
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Item 4.
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Mine Safety Disclosures
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24
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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25
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Item 6.
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Selected Financial Data
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27
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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28
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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46
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Item 8.
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Financial Statements and Supplementary Data
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48
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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98
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Item 9A.
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Controls and Procedures
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98
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Item 9B.
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Other Information
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98
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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99
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Item 11.
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Executive Compensation
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99
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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99
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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99
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Item 14.
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Principal Accountant Fees and Services
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99
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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100
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Item 16.
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Form 10-K Summary
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101
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Signatures
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102
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•
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Advanced lightweight, corrosion-resistant and heat- and flame-resistant magnesium alloys including our bioresorbable SynerMag
®
alloy and our dissolvable SoluMag
®
alloy.
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•
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Magnesium powders used in countermeasure flares that protect aircraft from heat-seeking missiles and also for heating pads for self-heating meals used by the military and emergency-relief agencies.
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•
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Magnesium, copper, and zinc photoengraving plates for graphic arts and luxury packaging.
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•
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High-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advanced ceramics, fiber-optic fuel cells, and many other performance products.
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•
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Carbon composite cylinders for self-contained breathing apparatus (SCBA), used by firefighters and other emergency-responders. Our products are also used by scuba divers and personnel in potentially hazardous environments such as mines.
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•
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Aluminum and composite cylinders used for containment of oxygen and other medical gases used by patients, healthcare facilities and laboratories.
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•
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Carbon composite cylinders for compressed natural gas (CNG) and hydrogen containment in alternative fuel (AF) vehicles.
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•
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Lightweight aluminum cylinders for a variety of industrial applications such as fire extinguishers and containment of high-purity specialty gases.
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•
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Lightweight aluminum and titanium panels superformed into highly complex shapes used mainly in the transportation industry.
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Area of Focus
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Product
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End-market drivers
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Alternative fuels
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• Alternative fuel cylinders
• Bulk gas transportation cylinders
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• "Clean air" initiatives
• Abundance of natural gas
• Favorable tax treatment
• Increasing CNG filling infrastructure
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Environmental catalysts (cleaning of exhaust emissions)
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• Zirconium compounds with specific properties used in auto-catalysis washcoats
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• Emissions legislation and regulation generally
• Cost effective for vehicle manufacturers as they reduce the use of precious metals
• Increasing demand for gasoline-electric hybrid vehicles
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Specialty / high-end automotive
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• Superformed complex body panels, doors and trunk assemblies and other high-strength components
• Magnesium extrusions
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• Fuel efficiency for a given level of performance
• Increased flexibility for vehicle designers in terms of complex shapes and strength
• Strong demand for top-end cars from affluent customers, typically in emerging markets
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Sensors, piezoelectrics and electro-ceramics
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• Zirconium-based ceramic materials used in sensors of engine management systems
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• Engine efficiency
• Control of exhaust gases
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Rail transport
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• Superformed train front-cab and internal components
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• Government investment in public transport
• Fuel efficiency
• Safety requirements for moving from plastic to metal for internal components
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Civil aerospace
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• Superform (wing leading edges, engine nacelle skins, winglets)
• Elektron® aerospace alloys in cast, extruded, and sheet form
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• Growing aircraft build rate
• Increasing cost of fuel
• Increased vehicle design / sophistication
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Helicopters
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• Magnesium sand-casting alloys, superformed panels
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• Lightweighting
• Fuel efficiency
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Recycling
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• Recycling service converting magnesium scrap into good die-casting ingot
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• Marketing "whole-of-life" costing for vehicles
• Legislation requiring recycling at end of vehicle's life cycle
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Area of Focus
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Product
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End-market drivers
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Life-support breathing apparatus
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• Composite cylinders used in SCBA
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• Increased awareness of importance of properly equipping firefighting services post 9/11
• Demand for lightweight products to upgrade from heavy all-metal cylinders
• Periodic upgrade of new U.S. National Institute for Occupational Safety and Health (NIOSH) standards and natural replacement cycles
• Asian and European fire services looking to adopt more modern SCBA equipment
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Fire protection
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• Cylinders (CO
2
fire extinguishers)
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• New commercial buildings
• Cylinder replacement during annual servicing
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Countermeasures
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• Ultra-fine magnesium powders for flares used to protect aircraft from attack by heat-seeking missiles
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• Use in combat and training
• Maintenance of countermeasures reserves (shelf-life restrictions)
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Military vehicles
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• Elektron® magnesium alloys in cast rolled, and extruded forms
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• Maintaining high level of protection while reducing weight to improve maneuverability and fuel economy
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Military personnel and emergency relief agencies
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• Self-heating meals used by military personnel and emergency-relief agencies
• Chemical detection and chemical decontamination kits
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• Ensuring protection and well-being for military personnel and victims of natural disasters
• Use in combat and training and in response to terrorist activities
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Area of Focus
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Product
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End-market drivers
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Medical gases
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• Portable aluminum and composite cylinders
• Portable oxygen concentrators
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• Growing use of medical gases
• Shift to paramedics, who need portable, lightweight products
• Growing trend to provide oxygen therapy in the home and to keep patients mobile
• Increasingly aging population
• Increase in respiratory diseases
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Medical equipment casings
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• Superformed panels (e.g., for MRI scanners)
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• Growing use of equipment using powerful magnets and consequent need for non-ferrous, hygienic casings
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Pharmaceutical industry
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• Magnesium powders as a catalyst for chemical synthesis (Grignard process)
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• Growth in pharmaceutical industry
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Orthopedics
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• Magnesium sheets
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• Improved mobility through use of easy-to-wear, lightweight braces and trusses
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Sorbents
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• MELsorb® material being developed as active ingredient in dialysis equipment and enterosorbents
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• Growth in kidney problems
• New technologies to remove noxious elements from the body
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Area of Focus
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Product
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End-market drivers
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Specialty gases
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• Inert-interior aluminum cylinders for high-purity gases
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• Semiconductor and electronics industries
• Pharmaceutical industry growth
• Specialized laboratory requirements
• Oil exploration
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Leisure activities
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• Cylinders for SCUBA diving, car and boat racing
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• Leisure time
• Growth of middle class in emerging markets
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General engineering
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• Magnesium billets, sheets, coil, tooling plates
• Zirconium ceramic compounds for hard working components
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• Economic growth
• Need for components to operate in more extreme environments for longer periods, such as underground or in the ocean
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Hydraulic fracturing or "fracking"
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• Dissolvable SoluMag
®
magnesium alloy
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• Onshore shale gas exploration linked to increasing energy demand
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Paper
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• Bacote™ and Zirmel™, both formaldehyde-free insolubilizers that aid high-quality printing
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• Elimination of toxic chemicals
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Graphic arts
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• Photo-engraving plates
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• Luxury packaging as part of marketing high-end products
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•
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A common set of values that drives accountability, innovation, customer first, personal development, teamwork and integrity.
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•
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Disciplined capital allocation with the aim of maximizing organic growth and the product portfolio value through value-enhancing acquisitions and divestitures.
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•
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Balanced score-card used in an effort to continuously improve employee performance in an effort to help translate our vision into actionable individual goals and ensure that employee compensation is commensurate with individual performance.
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•
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A published Customer Charter designed to enable us to retain and grow our customer base and capture additional market share.
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•
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A lean enterprise philosophy that helps drive operational process excellence in all functions including, sales, marketing, innovation, human resources, supply, manufacturing, information technology and finance.
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•
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soluble magnesium alloys, branded SoluMag
®
, for down-well oil and gas applications;
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•
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ultra-lightweight large composite cylinders, branded G-Stor
TM
, for containment of CNG, hydrogen, helium and other gases;
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•
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enabling technologies for AF systems, including high-pressure valves, branded G-Flo
TM
, and pressure- release devices;
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•
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zirconium catalysts for large-scale industrial chemical applications;
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•
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L7X
®
higher-strength aluminum alloy and carbon composite gas cylinders;
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•
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Luxfer ECLIPSE, a new carbon composite cylinders for firefighter self-contained breathing apparatus (SCBA);
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•
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bioresorbable magnesium alloys, branded SynerMag
®
; and
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•
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zirconium sorbents, branded MELsorb
®
, being developed for use as an active ingredient in kidney dialysis equipment.
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•
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failing to discover liabilities of the acquired company or business for which we may be responsible as a successor owner or operator, including litigation or environmental costs and liabilities;
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•
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difficulties associated with the assimilation of operations and personnel of the acquired company or business, creating uncertainty for employees, customers and suppliers;
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•
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increased debt service requirements as a result of increased indebtedness to complete acquisitions;
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•
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the loss of key personnel in the acquired company or business;
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•
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a negative effect on our financial results resulting from an impairment of acquired intangible assets, the creation of provisions, or write downs; and / or
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•
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potential adverse effects on our stock price and dividend amount due to the issuance of additional stock.
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•
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the failure of a product manufactured by a third party that incorporated components manufactured by us;
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•
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the reliability and skills of persons using our products or the products of our customers; and
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•
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the use by customers of materials or products that we produced for applications for which the material or product was not designed.
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•
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decreased demand for our products;
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•
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reputational injury;
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•
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initiation of investigation by regulators;
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•
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costs to defend related litigation;
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•
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diversion of management time and resources;
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•
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compensatory damages and fines;
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•
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product recalls, withdrawals or labeling, marketing or promotional restrictions;
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•
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loss of revenue;
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•
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exhaustion of any available insurance and our capital resources; and
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•
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a decline in our stock price.
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•
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incurring or guaranteeing additional indebtedness;
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•
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capital expenditures;
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•
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paying dividends (including to fund cash interest payments at different entity levels) or making redemptions, repurchases or distributions with respect to ordinary shares or capital stock;
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•
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creating or incurring certain security interests;
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•
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making certain loans or investments;
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•
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engaging in mergers, acquisitions, investment in joint ventures, amalgamations, asset sales and sale and leaseback transactions; and
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•
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engaging in transactions with affiliates.
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•
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fluctuations in our results of operations;
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•
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negative publicity;
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•
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changes in stock market analyst recommendations regarding our company, sectors in which we operate, the securities market generally and conditions in the financial markets;
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•
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regulatory developments affecting our industry;
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•
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announcements of studies and reports relating to our products or those of our competitors;
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•
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changes in economic performance or market valuations of our competitors;
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•
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actual or anticipated fluctuations in our quarterly results;
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•
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conditions in industries in which we operate;
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•
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announcements by us or our competitors of new products, acquisitions, strategic relations, joint ventures or capital commitments;
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•
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additions to or departures of our key executives and employees;
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•
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fluctuations of exchange rates;
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•
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release of transfer restrictions on our outstanding ordinary shares; and
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•
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sales or perceived sales of additional ordinary shares.
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Division
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Property / Plant
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Principal products
manufactured
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Ownership
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Approximate area (square feet)
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Elektron
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Manchester, England
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Magnesium alloys / zirconium chemicals
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Split Lease / Own
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561,264
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Madison, IL
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Magnesium sheet
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Lease
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803,795
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Tamaqua, PA
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Magnesium powders
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Own
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64,304
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Lakehurst, NJ
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Magnesium powders
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Own
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78,926
|
|
|
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Flemington, NJ
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Zirconium chemicals
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Own
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65,000
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|
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Hamilton, Canada
|
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Magnesium powders
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Lease
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16,335
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|
|
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Litvinov, Czech Republic
|
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Magnesium recycling
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Own
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|
62,140
|
|
|
|
|
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Cincinnati, OH
|
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Magnesium heating pads
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Lease
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150,000
|
|
|
|
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Saxonburg, PA
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Magnesium powders
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Own
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68,000
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Gas Cylinders
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Nottingham, England
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Aluminum cylinders
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Lease
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143,222
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Gerzat, France
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Cylinders
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Own
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327,535
|
|
|
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Calgary, Canada
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Composite cylinders
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Lease
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65,500
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|
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Worcester, England
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Aluminum panels
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Lease
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97,315
|
|
|
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Kidderminster, England
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Aluminum panels
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Lease
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60,200
|
|
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Riverside, CA
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Composite cylinders
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Lease / Own
|
|
125,738
|
|
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Graham, NC
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Aluminum cylinders
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Own
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|
121,509
|
|
|
|
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Riverside, CA
|
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Aluminum panels
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Lease
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|
68,240
|
|
|
|
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Shanghai, China
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Cylinders
|
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Lease
|
|
15,383
|
|
|
|
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Tulsa, OK
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Cylinders
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Lease
|
|
20,200
|
|
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
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Years ended December 31,
|
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||||||||||||||||||
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In millions except share and per-share data
|
|
2018
|
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2017
|
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2016
|
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2015
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|
2014
|
|
||||||||||
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Consolidated statements of operations and comprehensive income data
|
|
|
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|
|
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||||||||||
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Net sales
|
|
$
|
487.9
|
|
|
$
|
441.3
|
|
|
$
|
414.8
|
|
|
$
|
460.3
|
|
|
$
|
489.5
|
|
|
|
Operating income
|
|
30.0
|
|
|
21.9
|
|
|
32.9
|
|
|
15.0
|
|
|
48.5
|
|
|
|||||
|
Net income / (loss)
|
|
25.0
|
|
|
16.6
|
|
|
17.8
|
|
|
(0.4
|
)
|
|
37.3
|
|
|
|||||
|
Per-share data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Earnings / (loss) per ordinary share
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
0.94
|
|
|
0.63
|
|
|
0.67
|
|
|
(0.01
|
)
|
|
1.39
|
|
|
|||||
|
Diluted
|
|
0.90
|
|
|
0.62
|
|
|
0.67
|
|
|
(0.01
|
)
|
|
1.34
|
|
|
|||||
|
Weighted average ordinary shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
26,708,469
|
|
|
26,460,947
|
|
|
26,443,662
|
|
|
26,918,987
|
|
|
26,889,330
|
|
|
|||||
|
Diluted
|
|
27,692,262
|
|
|
26,723,981
|
|
|
26,654,638
|
|
|
27,328,190
|
|
|
27,735,793
|
|
|
|||||
|
Cash dividends declared and paid
1
|
|
$
|
13.4
|
|
|
$
|
13.3
|
|
|
$
|
13.3
|
|
|
$
|
10.8
|
|
|
$
|
10.8
|
|
|
|
Cash dividends declared and unpaid
1
|
|
3.4
|
|
|
3.4
|
|
|
3.3
|
|
|
3.4
|
|
|
2.7
|
|
|
|||||
|
Consolidated balance sheets data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets
|
|
$
|
390.4
|
|
|
$
|
415.8
|
|
|
$
|
399.8
|
|
|
$
|
449.9
|
|
|
$
|
474.5
|
|
|
|
Total long-term obligations
|
|
118.4
|
|
|
157.3
|
|
|
196.2
|
|
|
197.2
|
|
|
219.4
|
|
|
|||||
|
Total shareholders' equity
|
|
184.3
|
|
|
174.5
|
|
|
150.4
|
|
|
183.8
|
|
|
190.2
|
|
|
•
|
general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;
|
•
|
worldwide economic and business conditions and conditions in the industries in which we operate;
|
•
|
fluctuations in the cost of raw materials and utilities;
|
•
|
currency fluctuations and other financial risks;
|
•
|
our ability to protect our intellectual property;
|
•
|
the significant amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;
|
•
|
relationships with our customers and suppliers;
|
•
|
increased competition from other companies in the industries in which we operate;
|
•
|
changing technology;
|
•
|
claims for personal injury, death or property damage arising from the use of products produced by us;
|
•
|
the occurrence of accidents or other interruptions to our production processes;
|
•
|
changes in our business strategy or development plans, and our expected level of capital expenditure;
|
•
|
our ability to attract and retain qualified personnel;
|
•
|
restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;
|
•
|
regulatory, environmental, legislative and judicial developments; and
|
•
|
our intention to pay dividends.
|
•
|
We continued along our transformation journey and initiated certain business restructuring initiatives aimed at reducing our fixed cost structure. We expect that these actions will contribute to further margin growth in 2019.
|
•
|
We saw growth and profit margin expansion in both the Elektron and Gas Cylinders Segments.
|
•
|
We have experienced material and other cost inflation. We strive for productivity improvements, and we implement increases in selling prices to mitigate this inflation.
|
•
|
We have converted from foreign private issuer status to domestic issuer status, which will require us to comply with the U.S. SEC domestic reporting regime from January 1, 2019.
|
•
|
Improvement of the Gas Cylinder Segment with project to consolidate the French operation into the U.K. and U.S to reduce fixed costs and safeguard competitiveness.
|
•
|
Focusing on developing global talent and implementing a high-performance culture.
|
•
|
Productivity acceleration and growth recovery as we move towards a lean manufacturing process and focused and faster product innovation.
|
|
|
|
Years ended December 31,
|
|
% / point change
|
|
||||||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
2018 v 2017
|
|
2017 v 2016
|
|
||||||||
|
Net sales
|
|
$
|
487.9
|
|
|
$
|
441.3
|
|
|
$
|
414.8
|
|
|
10.6
|
%
|
|
6.4
|
%
|
|
|
Cost of goods sold
|
|
(365.8
|
)
|
|
(332.7
|
)
|
|
(320.2
|
)
|
|
9.9
|
%
|
|
3.9
|
%
|
|
|||
|
Gross profit
|
|
122.1
|
|
|
108.6
|
|
|
94.6
|
|
|
12.4
|
%
|
|
14.8
|
%
|
|
|||
|
% of net sales
|
|
25.0
|
%
|
|
24.6
|
%
|
|
22.8
|
%
|
|
0.4
|
|
|
1.8
|
|
|
|||
|
Selling, general and administrative expenses
|
|
(60.8
|
)
|
|
(68.1
|
)
|
|
(56.2
|
)
|
|
(10.7
|
)%
|
|
21.2
|
%
|
|
|||
|
% of net sales
|
|
12.5
|
%
|
|
15.4
|
%
|
|
13.5
|
%
|
|
(2.9
|
)
|
|
1.9
|
|
|
|||
|
Research and development
|
|
(6.4
|
)
|
|
(7.8
|
)
|
|
(7.6
|
)
|
|
(17.9
|
)%
|
|
2.6
|
%
|
|
|||
|
% of net sales
|
|
1.3
|
%
|
|
1.8
|
%
|
|
1.8
|
%
|
|
(0.5
|
)
|
|
—
|
|
|
|||
|
Restructuring charges
|
|
(13.4
|
)
|
|
(8.4
|
)
|
|
(0.4
|
)
|
|
59.5
|
%
|
|
2,000.0
|
%
|
|
|||
|
% of net sales
|
|
2.7
|
%
|
|
1.9
|
%
|
|
0.1
|
%
|
|
0.8
|
|
|
1.8
|
|
|
|||
|
Impairment charges
|
|
(7.2
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
94.6
|
%
|
|
n/a
|
|
|
|||
|
% of net sales
|
|
1.5
|
%
|
|
0.8
|
%
|
|
—
|
%
|
|
0.7
|
|
|
0.8
|
|
|
|||
|
Acquisition related (costs) / credits
|
|
(4.3
|
)
|
|
1.3
|
|
|
—
|
|
|
n/a
|
|
|
n/a
|
|
|
|||
|
% of net sales
|
|
0.9
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|
0.6
|
|
|
0.3
|
|
|
|||
|
Other general income
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
n/a
|
|
|
n/a
|
|
|
|||
|
% of net sales
|
|
—
|
%
|
|
—
|
%
|
|
0.6
|
%
|
|
—
|
|
|
(0.6
|
)
|
|
|||
|
Operating income
|
|
30.0
|
|
|
21.9
|
|
|
32.9
|
|
|
37.0
|
%
|
|
(33.4
|
)%
|
|
|||
|
% of net sales
|
|
6.1
|
%
|
|
5.0
|
%
|
|
7.9
|
%
|
|
1.1
|
|
|
(2.9
|
)
|
|
|||
|
Net interest expense
|
|
(4.6
|
)
|
|
(6.3
|
)
|
|
(6.0
|
)
|
|
(27.0
|
)%
|
|
5.0
|
%
|
|
|||
|
% of net sales
|
|
0.9
|
%
|
|
1.4
|
%
|
|
1.4
|
%
|
|
(0.5
|
)
|
|
—
|
|
|
|||
|
Defined benefit pension credit / (expense)
|
|
4.7
|
|
|
4.2
|
|
|
(2.8
|
)
|
|
11.9
|
%
|
|
n/a
|
|
|
|||
|
% of net sales
|
|
1.0
|
%
|
|
1.0
|
%
|
|
0.7
|
%
|
|
—
|
|
|
0.3
|
|
|
|||
|
Income before income taxes and equity in net income of affiliates
|
|
30.1
|
|
|
19.8
|
|
|
24.1
|
|
|
52.0
|
%
|
|
(17.8
|
)%
|
|
|||
|
% of net sales
|
|
6.2
|
%
|
|
4.5
|
%
|
|
5.8
|
%
|
|
1.7
|
|
|
(1.3
|
)
|
|
|||
|
Provision for income taxes
|
|
(5.5
|
)
|
|
(3.3
|
)
|
|
(6.8
|
)
|
|
66.7
|
%
|
|
(51.5
|
)%
|
|
|||
|
Effective tax rate
|
|
18.3
|
%
|
|
16.7
|
%
|
|
28.2
|
%
|
|
1.6
|
|
|
(11.5
|
)
|
|
|||
|
Income before equity in net income of affiliates
|
|
24.6
|
|
|
16.5
|
|
|
17.3
|
|
|
49.1
|
%
|
|
(4.6
|
)%
|
|
|||
|
% of net sales
|
|
5.0
|
%
|
|
3.7
|
%
|
|
4.2
|
%
|
|
1.3
|
|
|
(0.5
|
)
|
|
|||
|
Equity in income of unconsolidated affiliates (net of tax)
|
|
0.4
|
|
|
0.1
|
|
|
0.5
|
|
|
300.0
|
%
|
|
(80.0
|
)%
|
|
|||
|
% of net sales
|
|
0.1
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
0.1
|
|
|
(0.1
|
)
|
|
|||
|
Net income / (loss)
|
|
$
|
25.0
|
|
|
$
|
16.6
|
|
|
$
|
17.8
|
|
|
50.6
|
%
|
|
(6.7
|
)%
|
|
|
% of net sales
|
|
5.1
|
%
|
|
3.8
|
%
|
|
4.3
|
%
|
|
1.3
|
|
|
(0.5
|
)
|
|
•
|
Continued growth of our proprietary SoluMag
®
alloy;
|
•
|
Recovery in sales of alternative fuel (AF) systems and SCBA cylinders;
|
•
|
Improvements in sales in our Superform business; and
|
•
|
Increased revenues from zirconium-based automotive and industrial catalysis materials.
|
•
|
Increased disaster-relief shipments to hurricane affected areas of the United States and Caribbean;
|
•
|
Stronger sales of our proprietary SoluMag
®
alloy; and
|
•
|
Moderate growth in the military powders business.
|
•
|
These increases were partially offset by:
|
•
|
Depressed sales of our AF cylinders;
|
•
|
Lower shipments of SCBA cylinders; and
|
•
|
Lower automotive sales within our Superform business.
|
•
|
Continued cost savings derived from our transformation plan; and
|
•
|
Favorable sales mix;
|
•
|
These increases were partially offset by:
|
•
|
Inflationary increases related to raw materials and labor costs; and
|
•
|
Increased distribution costs.
|
•
|
Selective increases in selling prices;
|
•
|
Favorable sales mix as a result of the decline in lower margin recycling sales; and
|
•
|
Cost savings resulting from our transformation plan.
|
•
|
These increases were partially offset by:
|
•
|
Inflationary increases related to raw materials and labor costs.
|
•
|
Development projects being canceled to focus on those which we believe have more economic substance.
|
•
|
Increased expenditure on research and development to drive improved sales.
|
•
|
$10.0 million within the Gas Cylinders segment in relation to plant consolidation costs, including one-time employee benefits, asset write-downs and associated legal and professional fees;
|
•
|
$2.0 million of termination costs and a property impairment charge related to the rationalization of Elektron's Graphic Arts operations; and
|
•
|
$1.4 million related to a previously announced plant closure affecting Elektron's Magtech business unit.
|
•
|
$4.5 million as part of a Company-wide effort to reduce headcount and streamline management;
|
•
|
$0.6 million following the decision to discontinue our Advanced Oxygen System (AOS) product line in the Gas Cylinders Segment;
|
•
|
$1.0 million following the announcement to exit our Luxfer Gas Cylinders HEI business; and
|
•
|
$1.7 million related to the rationalization of Elektron's Magtech operations.
|
•
|
$3.7 million related to professional and legal fees in connection with the aborted acquisition of Neo Performance Materials; and
|
•
|
$0.6 million was in relation to the revaluation of deferred contingent consideration, arising from the acquisition of the legacy businesses of Luxfer Magtech Inc. which was acquired in 2014.
|
•
|
Reduction in average debt balance in 2018 resulted in lower interest costs due to:
|
◦
|
Repayment of $15.0 million loan when due, June 2018; and
|
◦
|
$nil million balance on the revolving credit facility at the year-end following net repayment of $21.3 million during the year.
|
•
|
Updated mortality assumptions in the U.K. and U.S., which lead to lower life expectancies; and
|
•
|
Weakening of GBP sterling against the U.S. dollar. Partially offset by
|
•
|
Increase in long-term U.K inflation expectations; and
|
•
|
Asset returns being lower than assumed.
|
•
|
Lump sum exercise and purchase of annuities in 2016 which resulted in a net settlement loss of $4.3 million;
|
•
|
The interest cost was lower in 2017 by $2.6 million, mainly as a result of the decrease in the discount rate.
|
•
|
Deferred tax credit in 2017 reflecting the impact of U.S. tax reform, partially offset by:
|
•
|
Deferred tax credit in 2018 in relation to U.K. 'patent box' allowances.
|
|
|
Years ended December 31,
|
|
|||||||
|
In millions except per share data
|
2018
|
|
2017
|
|
2016
|
|
|||
|
Net income
|
25.0
|
|
|
16.6
|
|
|
17.8
|
|
|
|
Accounting charges / (credits) relating to acquisitions and disposals of businesses:
|
|
|
|
|
|
|
|||
|
Unwind of discount on deferred consideration
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|
|
Amortization on acquired intangibles
|
1.2
|
|
|
1.3
|
|
|
1.0
|
|
|
|
Acquisitions and disposals
|
4.3
|
|
|
(1.3
|
)
|
|
—
|
|
|
|
Defined benefit pension (credit) / expense
|
(4.7
|
)
|
|
(4.2
|
)
|
|
2.8
|
|
|
|
Restructuring charges
|
13.4
|
|
|
8.4
|
|
|
0.4
|
|
|
|
Impairment charges
|
7.2
|
|
|
3.7
|
|
|
—
|
|
|
|
Other charges
(1)
|
—
|
|
|
5.8
|
|
|
—
|
|
|
|
Other general income
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
|
Share-based compensation charges
|
4.8
|
|
|
2.2
|
|
|
1.4
|
|
|
|
Impact of U.S. tax reform
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
|
Other non-recurring tax items
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
|
Income tax thereon
|
(1.7
|
)
|
|
(3.1
|
)
|
|
(0.8
|
)
|
|
|
Adjusted net income
|
46.8
|
|
|
27.6
|
|
|
20.5
|
|
|
|
|
|
|
|
|
|
|
|||
|
Adjusted earnings per ordinary share
|
|
|
|
|
|
|
|||
|
Diluted earnings per ordinary share
|
0.90
|
|
|
0.62
|
|
|
0.67
|
|
|
|
Impact of adjusted items
|
0.79
|
|
|
0.41
|
|
|
0.10
|
|
|
|
Adjusted diluted earnings per ordinary share
(2)
|
1.69
|
|
|
1.03
|
|
|
0.77
|
|
|
|
|
Years ended December 31,
|
|
|||||||
|
In millions except per share data
|
2018
|
|
2017
|
|
2016
|
|
|||
|
Adjusted net income
|
46.8
|
|
|
27.6
|
|
|
20.5
|
|
|
|
Add back / (deduct):
|
|
|
|
|
|
|
|||
|
Impact of U.S. tax reform
|
—
|
|
|
2.0
|
|
|
—
|
|
|
|
Other non-recurring tax items
|
2.9
|
|
|
—
|
|
|
—
|
|
|
|
Income tax thereon
|
1.7
|
|
|
3.1
|
|
|
0.8
|
|
|
|
Income tax expense
|
5.5
|
|
|
3.3
|
|
|
6.8
|
|
|
|
Net finance costs
|
4.6
|
|
|
6.3
|
|
|
6.0
|
|
|
|
Adjusted EBITA
|
61.5
|
|
|
42.3
|
|
|
34.1
|
|
|
|
Loss on disposal of PPE
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|
|
Depreciation
|
17.8
|
|
|
17.0
|
|
|
17.0
|
|
|
|
Adjusted EBITDA
|
79.6
|
|
|
59.3
|
|
|
51.3
|
|
|
|
|
|
Years ended December 31,
|
|
% / point change
|
|
||||||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
2018 v 2017
|
|
2017 v 2016
|
|
||||||||
|
Net sales
|
|
$
|
238.1
|
|
|
$
|
220.2
|
|
|
$
|
225.8
|
|
|
8.1
|
%
|
|
(2.5
|
)%
|
|
|
Adjusted EBITDA
|
|
23.4
|
|
|
17.0
|
|
|
18.3
|
|
|
37.6
|
%
|
|
(7.1
|
)%
|
|
|||
|
% of net sales
|
|
9.8
|
%
|
|
7.7
|
%
|
|
8.1
|
%
|
|
2.1
|
|
|
(0.4
|
)
|
|
•
|
Increased sales of AF cylinders;
|
•
|
Increased sales of SCBA cylinders;
|
•
|
Increased Superform tooling and formed component sales.
|
•
|
Depressed sales of AF cylinders;
|
•
|
Lower sales of SCBA cylinders;
|
•
|
Lower Superform tooling sales.
|
•
|
These decreases were partially offset by:
|
•
|
Increase in European medical composite cylinders;
|
•
|
Higher shipments of aluminum cylinders.
|
•
|
Improved product mix driven by higher sales of SCBA cylinders;
|
•
|
Improved margin on AF cylinder sales;
|
•
|
A one-time bad debt expense affecting an overseas customer in 2017.
|
•
|
These increases were partially offset by lower Superform gross margin on both tooling and component sales.
|
•
|
Adverse sales mix on the back of decline in SCBA;
|
•
|
Decrease in margin on Superform tooling sales;
|
•
|
A one-time bad debt expense affecting an overseas customer
.
|
•
|
These decreases were partially offset by pricing increases in excess of inflationary rises on material costs.
|
|
|
|
Years ended December 31,
|
|
% / point change
|
|
||||||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
2018 v 2017
|
|
2017 v 2016
|
|
||||||||
|
Net sales
|
|
$
|
249.8
|
|
|
$
|
221.1
|
|
|
$
|
189.0
|
|
|
13.0
|
%
|
|
17.0
|
%
|
|
|
Adjusted EBITDA
|
|
56.2
|
|
|
42.3
|
|
|
33.0
|
|
|
32.9
|
%
|
|
28.2
|
%
|
|
|||
|
% of net sales
|
|
22.5
|
%
|
|
19.1
|
%
|
|
17.5
|
%
|
|
3.4
|
|
|
1.6
|
|
|
•
|
Continued growth in sales of our proprietary SoluMag
®
alloy;
|
•
|
Increased sales of zirconium-based automotive and industrial catalysts;
|
•
|
Increased sales of high-performance magnesium alloys used primarily in aerospace, and wrought magnesium alloy used in the manufacture of performance automotive wheels;
|
•
|
Increased shipments of magnesium-based defense and disaster-relief products.
|
•
|
Increased sales of Flameless Ration Heaters (FRH), used in Meals, Ready-to-Eat
TM,
(MRE);
|
•
|
Sales of our proprietary SoluMag
®
alloy;
|
•
|
Year-on-year increases in Graphic Arts and zirconium products.
|
•
|
Improved product mix, driven primarily by growth of SoluMag
®
;
|
•
|
Reduction in operational costs as part of our transformation plan;
|
•
|
Reduced pricing on certain product lines to drive volume;
|
•
|
Higher distribution costs linked to growth of SoluMag
®
.
|
•
|
Improvement in sales mix across the segment;
|
•
|
Reduction in raw material and utility costs;
|
•
|
Adverse variances from price changes;
|
•
|
Increased employment costs.
|
•
|
funding acquisitions, including deferred contingent consideration payments;
|
•
|
capital expenditure requirements;
|
•
|
payment of shareholder dividends;
|
•
|
servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement;
|
•
|
working capital requirements, particularly in the short term as we aim to achieve organic sales growth; and
|
•
|
hedging facilities used to manage our foreign exchange and aluminum purchase price risks.
|
|
Leverage
|
|
Margin
|
|
|
|
|
(% per annum)
|
|
||
|
Greater than 3.0:1
|
2.90
|
|
|
|
|
Less than or equal to 3.0:1, but greater than 2.5:1
|
2.50
|
|
|
|
|
Less than or equal to 2.5:1, but greater than 2.0:1
|
2.25
|
|
|
|
|
Less than or equal to 2.0:1, but greater than 1.5:1
|
2.00
|
|
|
|
|
Less than or equal to 1.5:1, but greater than 1.0:1
|
1.75
|
|
|
|
|
Less than or equal to 1.0:1
|
1.50
|
|
|
•
|
engage in mergers, demergers, consolidations or deconstructions;
|
•
|
change the nature of our business;
|
•
|
make certain acquisitions;
|
•
|
participate in certain joint ventures;
|
•
|
grant liens or other security interests on our assets;
|
•
|
sell, lease, transfer or otherwise dispose of assets, including receivables;
|
•
|
enter into certain non-arm's-length transactions;
|
•
|
grant guarantees;
|
•
|
pay off certain existing indebtedness;
|
•
|
make investments, loans or grant credit;
|
•
|
repurchase our shares;
|
•
|
issue shares or other securities; and
|
•
|
redeem, repurchase, decease, retire or repay any of our share capital.
|
•
|
non-payment of principal, interest or commitment fee;
|
•
|
violation of covenants or undertakings;
|
•
|
representations, warranties or written statements being untrue;
|
•
|
cross default and cross acceleration;
|
•
|
certain liquidation, insolvency, winding-up, attachment and bankruptcy events;
|
•
|
certain litigation, arbitration, administrative or environmental claims having a material adverse effect on us or any of our subsidiaries;
|
•
|
qualification by the auditors of our consolidated financial statements which is materially adverse to the interests of the lenders;
|
•
|
certain change of control events;
|
•
|
cessation of business;
|
•
|
material adverse change; and
|
•
|
certain ERISA matters.
|
|
|
Payments Due by Period
|
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1 – 3
years
|
|
3 – 5
years
|
|
After
5 years
|
|
||||||||||
|
|
(in $ million)
|
|
||||||||||||||||||
|
Contractual cash obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Loan Notes due 2021
|
25.0
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|
—
|
|
|
|||||
|
Loan Notes due 2023
|
25.0
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|
—
|
|
|
|||||
|
Loan Notes due 2026
|
25.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|
|||||
|
Deferred contingent consideration
|
0.9
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
|
Obligations under operating leases
|
27.4
|
|
|
4.2
|
|
|
7.4
|
|
|
5.4
|
|
|
10.4
|
|
|
|||||
|
Capital commitments
|
2.5
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
|
Interest payments
|
17.3
|
|
|
3.4
|
|
|
6.5
|
|
|
4.3
|
|
|
3.1
|
|
|
|||||
|
Total contractual cash obligations
|
$
|
123.1
|
|
|
$
|
11.0
|
|
|
$
|
13.9
|
|
|
$
|
59.7
|
|
|
$
|
38.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|
||||||
|
Minimum lease payments under operating leases recognized in the consolidated income statement
|
$
|
4.8
|
|
|
$
|
5.1
|
|
|
$
|
4.8
|
|
|
|
In millions
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
||||||||||||
|
Minimum lease payments
|
|
$
|
4.2
|
|
|
$
|
4.1
|
|
|
$
|
3.3
|
|
|
$
|
2.7
|
|
|
$
|
13.1
|
|
|
$
|
27.4
|
|
|
|
|
|
$
|
4.2
|
|
|
$
|
4.1
|
|
|
$
|
3.3
|
|
|
$
|
2.7
|
|
|
$
|
13.1
|
|
|
$
|
27.4
|
|
|
•
|
it requires us to make assumptions about matters that were uncertain at the time we were making the estimate; and
|
•
|
changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.
|
|
|
December 31, 2018
|
|
||||
|
Sales hedges
|
U.S. dollars
|
|
Euros
|
|
||
|
Contract totals/£m
|
4.8
|
|
|
7.2
|
|
|
|
Maturity dates
|
01/19 to 07/19
|
|
|
01/19 to 07/19
|
|
|
|
Exchange rates
|
$1.2519 to $1.3419
|
|
|
€1.0949 to €1.1702
|
|
|
|
Purchase hedges
|
U.S. dollars
|
|
Euros
|
|
Canadian dollars
|
|
Czech koruna
|
|
||||
|
Contract totals/£m
|
7.5
|
|
|
1.7
|
|
|
2.9
|
|
|
0.1
|
|
|
|
Maturity dates
|
01/19 to 07/19
|
|
|
01/19 to 06/19
|
|
|
01/19 to 03/19
|
|
|
01/19
|
|
|
|
Exchange rates
|
$1.2609 to $1.3380
|
|
|
€1.1074 to €1.1221
|
|
|
$1.7039 to $1.7416
|
|
|
CZK 28.4490
|
|
|
|
|
December 31, 2017
|
|
|||||||
|
Sales hedges
|
U.S. dollars
|
|
Euros
|
|
Australian dollars
|
|
|||
|
Contract totals/£m
|
17.1
|
|
|
27.5
|
|
|
2.8
|
|
|
|
Maturity dates
|
01/18 to 07/19
|
|
|
01/18 to 07/19
|
|
|
06/18
|
|
|
|
Exchange rates
|
$1.2433 to $1.3444
|
|
|
€1.0949 to €1.1803
|
|
|
$1.7667
|
|
|
Purchase hedges
|
U.S. dollars
|
|
Euros
|
|
Australian dollars
|
|
|||
|
Contract totals/£m
|
12.5
|
|
|
0.1
|
|
|
1.7
|
|
|
|
Maturity dates
|
01/18 to 07/19
|
|
|
01/18
|
|
|
06/18
|
|
|
|
Exchange rates
|
$1.2414 to $1.3389
|
|
|
€1.1084
|
|
|
1.7161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
Management's Annual Report on Internal Control over Financial Reporting
|
|
49
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
50
|
|
|
|
|
Consolidated Statements of Income
|
|
52
|
|
|
|
|
Consolidated Statements of Comprehensive Income / (Loss)
|
|
53
|
|
|
|
|
Consolidated Balance Sheets
|
|
54
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
55
|
|
|
|
|
Consolidated Statements of Changes in Equity
|
|
56
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
57
|
|
|
|
/s/Alok Maskara
|
|
/s/ Heather Harding
|
|
|
Alok Maskara
|
|
Heather Harding
|
|
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
March 11, 2019
|
|
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
In millions, except share and per-share data
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Net sales
|
|
$
|
487.9
|
|
|
$
|
441.3
|
|
|
$
|
414.8
|
|
|
|
Cost of goods sold
|
|
(365.8
|
)
|
|
(332.7
|
)
|
|
(320.2
|
)
|
|
|||
|
Gross profit
|
|
122.1
|
|
|
108.6
|
|
|
94.6
|
|
|
|||
|
Selling, general and administrative expenses
|
|
(60.8
|
)
|
|
(68.1
|
)
|
|
(56.2
|
)
|
|
|||
|
Research and development
|
|
(6.4
|
)
|
|
(7.8
|
)
|
|
(7.6
|
)
|
|
|||
|
Restructuring charges
|
|
(13.4
|
)
|
|
(8.4
|
)
|
|
(0.4
|
)
|
|
|||
|
Impairment charges
|
|
(7.2
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
|||
|
Acquisition related (costs) / credits
|
|
(4.3
|
)
|
|
1.3
|
|
|
—
|
|
|
|||
|
Other general income
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
|||
|
Operating income
|
|
30.0
|
|
|
21.9
|
|
|
32.9
|
|
|
|||
|
Interest expense
|
|
(5.0
|
)
|
|
(6.6
|
)
|
|
(6.3
|
)
|
|
|||
|
Interest income
|
|
0.4
|
|
|
0.3
|
|
|
0.3
|
|
|
|||
|
Defined benefit pension credit / (expense)
|
|
4.7
|
|
|
4.2
|
|
|
(2.8
|
)
|
|
|||
|
Income before income taxes and equity in net income of affiliates
|
|
30.1
|
|
|
19.8
|
|
|
24.1
|
|
|
|||
|
Provision for income taxes
|
|
(5.5
|
)
|
|
(3.3
|
)
|
|
(6.8
|
)
|
|
|||
|
Income before equity in net income of affiliates
|
|
24.6
|
|
|
16.5
|
|
|
17.3
|
|
|
|||
|
Equity in income of affiliates (net of tax)
|
|
0.4
|
|
|
0.1
|
|
|
0.5
|
|
|
|||
|
Net income
|
|
$
|
25.0
|
|
|
$
|
16.6
|
|
|
$
|
17.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Earnings per share
|
|
|
|
|
|
|
|
||||||
|
Basic
|
|
$
|
0.94
|
|
|
$
|
0.63
|
|
|
$
|
0.67
|
|
|
|
Diluted
|
|
$
|
0.90
|
|
|
$
|
0.62
|
|
|
$
|
0.67
|
|
|
|
Weighted average ordinary shares outstanding
|
|
|
|
|
|
|
|
||||||
|
Basic
|
|
26,708,469
|
|
|
26,460,947
|
|
|
26,443,662
|
|
|
|||
|
Diluted
|
|
27,692,262
|
|
|
26,723,981
|
|
|
26,654,638
|
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Net income
|
|
$
|
25.0
|
|
|
$
|
16.6
|
|
|
$
|
17.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Other comprehensive (loss) / income
|
|
|
|
|
|
|
|
||||||
|
Net change in foreign currency translation adjustment
|
|
(6.4
|
)
|
|
11.9
|
|
|
(14.8
|
)
|
|
|||
|
Pension and post-retirement actuarial gains / (losses), net of $0.3, $0.6 and $(2.9) tax, respectively
|
|
1.1
|
|
|
3.3
|
|
|
(17.2
|
)
|
|
|||
|
Cash flow hedges, net of $0.0, $0.6 and $0.0 of tax, respectively
|
|
(0.6
|
)
|
|
3.1
|
|
|
0.2
|
|
|
|||
|
Other comprehensive (loss) / income, net of tax
|
|
(5.9
|
)
|
|
18.3
|
|
|
(31.8
|
)
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
|
Total comprehensive income / (loss)
|
|
$
|
19.1
|
|
|
$
|
34.9
|
|
|
$
|
(14.0
|
)
|
|
|
|
|
December 31,
|
|
||||||
|
In millions, except share and per-share data
|
|
2018
|
|
2017
|
|
||||
|
Current assets
|
|
|
|
|
|
||||
|
Cash and cash equivalents
|
|
$
|
13.8
|
|
|
$
|
12.6
|
|
|
|
Restricted cash
|
|
0.3
|
|
|
0.7
|
|
|
||
|
Accounts and other receivables, net of allowances of $2.4 and $4.1 respectively
|
|
62.7
|
|
|
72.4
|
|
|
||
|
Inventories
|
|
93.6
|
|
|
82.2
|
|
|
||
|
Investments and loans to joint ventures and other affiliates
|
|
—
|
|
|
1.6
|
|
|
||
|
Other current assets
|
|
10.7
|
|
|
1.2
|
|
|
||
|
Total current assets
|
|
$
|
181.1
|
|
|
$
|
170.7
|
|
|
|
Non-current assets
|
|
|
|
|
|
||||
|
Property, plant and equipment, net
|
|
$
|
106.9
|
|
|
$
|
129.1
|
|
|
|
Goodwill
|
|
67.6
|
|
|
71.2
|
|
|
||
|
Intangibles, net
|
|
14.6
|
|
|
16.1
|
|
|
||
|
Deferred tax assets
|
|
18.6
|
|
|
20.8
|
|
|
||
|
Investments and loans to joint ventures and other affiliates
|
|
1.6
|
|
|
7.6
|
|
|
||
|
Other non-current assets
|
|
—
|
|
|
0.3
|
|
|
||
|
Total assets
|
|
$
|
390.4
|
|
|
$
|
415.8
|
|
|
|
Current liabilities
|
|
|
|
|
|
||||
|
Current maturities of long-term debt and short-term borrowings
|
|
$
|
3.5
|
|
|
$
|
19.2
|
|
|
|
Accounts payable
|
|
36.9
|
|
|
28.4
|
|
|
||
|
Accrued liabilities
|
|
33.8
|
|
|
29.7
|
|
|
||
|
Taxes on income
|
|
1.6
|
|
|
0.3
|
|
|
||
|
Other current liabilities
|
|
11.9
|
|
|
6.4
|
|
|
||
|
Total current liabilities
|
|
$
|
87.7
|
|
|
$
|
84.0
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
||||
|
Long-term debt
|
|
$
|
73.6
|
|
|
$
|
94.6
|
|
|
|
Pensions and other retirement benefits
|
|
40.0
|
|
|
55.3
|
|
|
||
|
Deferred tax liabilities
|
|
3.5
|
|
|
4.2
|
|
|
||
|
Other non-current liabilities
|
|
1.3
|
|
|
3.2
|
|
|
||
|
Total liabilities
|
|
$
|
206.1
|
|
|
$
|
241.3
|
|
|
|
Shareholders' equity
|
|
|
|
|
|
||||
|
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2018 and 2017; issued and outstanding 29,000,000 shares for 2018 and 27,136,799 shares for 2017
|
|
$
|
26.6
|
|
|
$
|
25.3
|
|
|
|
Deferred shares of £0.0001 par value; authorized 761,845,318,444; issued and outstanding 761,835,338,444 shares for 2018 and authorized 769,423,688,000; issued and outstanding 769,413,708,000 shares for 2017
|
|
149.9
|
|
|
150.9
|
|
|
||
|
Additional paid-in capital
|
|
65.6
|
|
|
62.1
|
|
|
||
|
Treasury shares
|
|
(4.3
|
)
|
|
(5.8
|
)
|
|
||
|
Own shares held by ESOP
|
|
(2.2
|
)
|
|
(1.0
|
)
|
|
||
|
Retained earnings
|
|
95.3
|
|
|
83.7
|
|
|
||
|
Accumulated other comprehensive loss
|
|
(146.6
|
)
|
|
(140.7
|
)
|
|
||
|
Total shareholders' equity
|
|
$184.3
|
|
$174.5
|
|
||||
|
Total liabilities and shareholders' equity
|
|
$390.4
|
|
$415.8
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Operating activities
|
|
|
|
|
|
|
|
||||||
|
Net income
|
|
$
|
25.0
|
|
|
$
|
16.6
|
|
|
$
|
17.8
|
|
|
|
Adjustments to reconcile net income to net cash provided by (used for) operating activities
|
|
|
|
|
|
|
|
||||||
|
Equity income of unconsolidated affiliates
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
|||
|
Depreciation
|
|
17.8
|
|
|
17.0
|
|
|
17.0
|
|
|
|||
|
Amortization of purchased intangible assets
|
|
1.2
|
|
|
1.3
|
|
|
1.1
|
|
|
|||
|
Amortization of debt issuance costs
|
|
0.3
|
|
|
0.6
|
|
|
0.5
|
|
|
|||
|
Share-based compensation charge
|
|
4.8
|
|
|
3.1
|
|
|
1.4
|
|
|
|||
|
Deferred income taxes
|
|
0.2
|
|
|
(2.7
|
)
|
|
2.9
|
|
|
|||
|
Loss / (gain) on disposal of property, plant and equipment
|
|
0.3
|
|
|
0.1
|
|
|
(1.9
|
)
|
|
|||
|
Asset impairment charges
|
|
13.9
|
|
|
5.9
|
|
|
—
|
|
|
|||
|
Pension and other post-retirement expense
|
|
0.4
|
|
|
0.6
|
|
|
7.2
|
|
|
|||
|
Pension and other post-retirement contributions
|
|
(12.3
|
)
|
|
(12.9
|
)
|
|
(10.9
|
)
|
|
|||
|
Changes in assets and liabilities, net of effects of business acquisitions
|
|
|
|
|
|
|
|
||||||
|
Accounts and notes receivable
|
|
5.8
|
|
|
(11.5
|
)
|
|
(2.9
|
)
|
|
|||
|
Inventories
|
|
(15.5
|
)
|
|
4.9
|
|
|
4.5
|
|
|
|||
|
Other current assets
|
|
1.1
|
|
|
1.3
|
|
|
(1.5
|
)
|
|
|||
|
Accounts payable
|
|
7.3
|
|
|
1.5
|
|
|
(9.0
|
)
|
|
|||
|
Accrued liabilities
|
|
4.8
|
|
|
14.0
|
|
|
(4.1
|
)
|
|
|||
|
Other current liabilities
|
|
9.9
|
|
|
(2.0
|
)
|
|
0.2
|
|
|
|||
|
Other non-current assets and liabilities
|
|
(1.4
|
)
|
|
1.1
|
|
|
(1.2
|
)
|
|
|||
|
Net cash provided by operating activities
|
|
$
|
63.2
|
|
|
$
|
38.8
|
|
|
$
|
20.6
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
||||||
|
Capital expenditures
|
|
$
|
(13.9
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
(16.6
|
)
|
|
|
Proceeds from sale of property, plant and equipment
|
|
0.1
|
|
|
0.1
|
|
|
3.4
|
|
|
|||
|
Proceeds from sale of businesses and other
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|||
|
Investments in unconsolidated affiliates
|
|
1.1
|
|
|
(1.0
|
)
|
|
1.0
|
|
|
|||
|
Acquisitions, net of cash acquired
|
|
2.7
|
|
|
(4.7
|
)
|
|
(0.3
|
)
|
|
|||
|
Net cash used for investing activities
|
|
$
|
(10.0
|
)
|
|
$
|
(16.0
|
)
|
|
$
|
(12.5
|
)
|
|
|
Financing activities
|
|
|
|
|
|
|
|
||||||
|
Net (repayments) / drawdowns in short term borrowings
|
|
$
|
(15.7
|
)
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
|
Net repayments of long-term borrowings
|
|
(21.3
|
)
|
|
(13.4
|
)
|
|
(8.5
|
)
|
|
|||
|
Debt issuance costs
|
|
—
|
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
|||
|
Deferred consideration paid
|
|
(0.8
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
|||
|
Proceeds from issue of share capital
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
|||
|
Dividends paid
|
|
(13.4
|
)
|
|
(13.3
|
)
|
|
(13.3
|
)
|
|
|||
|
Share based compensation cash paid
|
|
(7.3
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
|||
|
Repurchases of ordinary shares
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
|||
|
Net cash used for financing activities
|
|
$
|
(51.9
|
)
|
|
$
|
(25.1
|
)
|
|
$
|
(29.5
|
)
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(0.5
|
)
|
|
2.0
|
|
|
(1.9
|
)
|
|
|||
|
Net increase / (decrease)
|
|
$
|
0.8
|
|
|
$
|
(0.3
|
)
|
|
$
|
(23.3
|
)
|
|
|
Cash, cash equivalents and restricted cash; beginning of year
|
|
13.3
|
|
|
13.6
|
|
|
36.9
|
|
|
|||
|
Cash, cash equivalents and restricted cash; end of year
|
|
14.1
|
|
|
13.3
|
|
|
13.6
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
||||||
|
Interest payments
|
|
$
|
4.6
|
|
|
$
|
6.2
|
|
|
$
|
6.4
|
|
|
|
Income tax payments
|
|
2.9
|
|
|
4.1
|
|
|
5.4
|
|
|
|
In millions,
|
|
Ordinary
share
capital
|
|
Deferred
share
capital
|
|
Additional paid-in capital
|
|
Treasury shares Number
|
Treasury shares Amount
|
|
Own shares held by ESOP Number
|
Own shares held by ESOP Amount
|
|
Retained
earnings
|
|
Accumulated other comprehensive loss
|
|
Total
equity
|
|
||||||||||||||||||
|
At January 1, 2016
|
|
$
|
25.3
|
|
|
$
|
150.9
|
|
|
$
|
60.3
|
|
|
(0.1
|
)
|
$
|
(1.3
|
)
|
|
—
|
|
$
|
(0.2
|
)
|
|
$
|
76.0
|
|
|
$
|
(127.2
|
)
|
|
$
|
183.8
|
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|
||||||||
|
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(31.8
|
)
|
|
(31.8
|
)
|
|
||||||||
|
Dividends declared and paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
(13.3
|
)
|
|
||||||||
|
Share based compensation
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
||||||||
|
Arising from issue of share capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
(6.3
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
||||||||
|
Common shares repurchased and classified as treasury shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(0.1
|
)
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
||||||||
|
Purchase of shares from ESOP
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
0.5
|
|
|
—
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
Utilization of treasury shares to satisfy share based compensation
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
—
|
|
|
—
|
|
0.7
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
At December 31, 2016
|
|
$
|
25.3
|
|
|
$
|
150.9
|
|
|
$
|
60.0
|
|
|
(0.6
|
)
|
$
|
(7.1
|
)
|
|
(0.1
|
)
|
$
|
(0.5
|
)
|
|
$
|
80.8
|
|
|
$
|
(159.0
|
)
|
|
$
|
150.4
|
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
|
||||||||
|
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|
18.3
|
|
|
||||||||
|
Dividends declared and paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
(13.3
|
)
|
|
||||||||
|
Share based compensation
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
||||||||
|
Purchase of shares into ESOP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
0.8
|
|
|
(0.1
|
)
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
Utilization of treasury shares to satisfy share based compensation
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
0.5
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
Utilization of shares from ESOP to satisfy share based compensation
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
—
|
|
|
0.1
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
Reclassification of deferred tax
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
||||||||
|
At December 31, 2017
|
|
$
|
25.3
|
|
|
$
|
150.9
|
|
|
$
|
62.1
|
|
|
(0.5
|
)
|
$
|
(5.8
|
)
|
|
(0.1
|
)
|
$
|
(1.0
|
)
|
|
$
|
83.7
|
|
|
$
|
(140.7
|
)
|
|
$
|
174.5
|
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
25.0
|
|
|
—
|
|
|
25.0
|
|
|
||||||||
|
Issue of new shares
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(1.9
|
)
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
Cancellation of deferred shares
|
|
—
|
|
|
(1.0
|
)
|
|
1.0
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
Shares sold from ESOP
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
—
|
|
|
0.5
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
||||||||
|
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
(5.9
|
)
|
|
||||||||
|
Dividends declared and paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(13.4
|
)
|
|
—
|
|
|
(13.4
|
)
|
|
||||||||
|
Share based compensation
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
||||||||
|
Purchase of shares into ESOP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
1.4
|
|
|
(0.1
|
)
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
Utilization of treasury shares to satisfy share based compensation
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
0.1
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
Utilization of shares from ESOP to satisfy share based compensation
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
—
|
|
|
—
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
|
At December 31, 2018
|
|
$
|
26.6
|
|
|
$
|
149.9
|
|
|
$
|
65.6
|
|
|
(0.4
|
)
|
$
|
(4.3
|
)
|
|
(1.6
|
)
|
$
|
(2.2
|
)
|
|
$
|
95.3
|
|
|
$
|
(146.6
|
)
|
|
$
|
184.3
|
|
|
|
Customer relationships
|
10 – 15 years
|
|
|
Technology and trading related
|
5 – 25 years
|
|
|
Name of company
|
Country of
incorporation
|
Holding
|
Proportion of voting rights and shares held
|
Classification
|
Consolidation method
|
|
|
Luxfer Uttam India Private Limited
|
India
|
Ordinary shares
|
51%
|
Joint venture (VIE)
|
Equity method
|
|
|
Nikkei-MEL Co. Limited
|
Japan
|
Ordinary shares
|
50%
|
Joint venture
|
Equity method
|
|
|
Sub161 Pty Limited
|
Australia
|
Ordinary shares
|
26.4%
|
Associate
(VIE)
|
Equity method
|
|
|
Freehold buildings
|
10 - 33 years
|
|
|
Leasehold land and buildings
|
The lesser of life of lease or freehold rate
|
|
|
Machinery and equipment
|
3 - 25 years
|
|
|
Including:
|
|
|
|
Heavy production equipment (including casting, rolling, extrusion and press equipment)
|
20 - 25 years
|
|
|
Chemical production plant and robotics
|
7 - 10 years
|
|
|
Other production machinery
|
5 - 10 years
|
|
|
Furniture, fittings, storage and equipment
|
3 - 10 years
|
|
|
Computer software
|
4 - 7 years
|
|
|
|
Years ended December 31,
|
|
||||||
|
In millions
|
2018
|
|
2017
|
|
||||
|
Net cash flows on purchase of business:
|
|
|
|
|
||||
|
Included in net cash flows from investing activities:
|
|
|
|
|
||||
|
Consideration paid
|
$
|
—
|
|
|
$
|
(4.3
|
)
|
|
|
Cash receipt on disposal of business
|
—
|
|
|
0.1
|
|
|
||
|
Acquisition and disposal costs paid
|
—
|
|
|
(0.5
|
)
|
|
||
|
Cash acquired
|
2.7
|
|
|
—
|
|
|
||
|
Net cash flows on purchase of business
|
$
|
2.7
|
|
|
$
|
(4.7
|
)
|
|
|
|
Years ended December 31,
|
|
||||||
|
In millions
|
2018
|
|
2017
|
|
||||
|
Net cash flows on purchase of business:
|
|
|
|
|
||||
|
Included in net cash flows from financing activities:
|
|
|
|
|
||||
|
Deferred consideration paid
|
$
|
(0.8
|
)
|
|
$
|
(1.4
|
)
|
|
|
Net cash flows on purchase of business
|
$
|
(0.8
|
)
|
|
$
|
(1.4
|
)
|
|
|
|
Years ended December 31,
|
|
||||||||||
|
In millions except share and per-share data
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Basic earnings:
|
|
|
|
|
|
|
||||||
|
Net income
|
$
|
25.0
|
|
|
$
|
16.6
|
|
|
$
|
17.8
|
|
|
|
Weighted average number of £0.50 ordinary shares:
|
|
|
|
|
|
|
||||||
|
For basic earnings per share
|
26,708,469
|
|
|
26,460,947
|
|
|
26,443,662
|
|
|
|||
|
Dilutive effect of potential common stock
|
983,793
|
|
|
263,034
|
|
|
210,976
|
|
|
|||
|
For diluted earnings per share
|
27,692,262
|
|
|
26,723,981
|
|
|
26,654,638
|
|
|
|||
|
Earnings per share using weighted average number of ordinary shares outstanding:
|
|
|
|
|
|
|
||||||
|
Basic earnings per ordinary share
|
$
|
0.94
|
|
|
$
|
0.63
|
|
|
$
|
0.67
|
|
|
|
Diluted earnings per ordinary share
|
$
|
0.90
|
|
|
$
|
0.62
|
|
|
$
|
0.67
|
|
|
|
|
Years ended December 31,
|
|
||||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||||||||||||||||
|
In millions
|
Gas Cylinders
|
Elektron
|
Total
|
|
Gas Cylinders
|
Elektron
|
Total
|
|
Gas Cylinders
|
Elektron
|
Total
|
|
||||||||||||||||||
|
General industrial
|
$
|
50.7
|
|
$
|
123.9
|
|
$
|
174.6
|
|
|
$
|
49.6
|
|
$
|
95.6
|
|
$
|
145.2
|
|
|
$
|
45.7
|
|
$
|
85.7
|
|
$
|
131.4
|
|
|
|
Transportation
|
79.0
|
|
72.8
|
|
151.8
|
|
|
63.8
|
|
66.5
|
|
130.3
|
|
|
72.9
|
|
62.9
|
|
135.8
|
|
|
|||||||||
|
Defense and emergency
|
79.3
|
|
49.4
|
|
128.7
|
|
|
76.5
|
|
54.1
|
|
130.6
|
|
|
83.1
|
|
36.2
|
|
119.3
|
|
|
|||||||||
|
Healthcare
|
29.1
|
|
3.7
|
|
32.8
|
|
|
30.3
|
|
4.9
|
|
35.2
|
|
|
24.1
|
|
4.2
|
|
28.3
|
|
|
|||||||||
|
|
$
|
238.1
|
|
$
|
249.8
|
|
$
|
487.9
|
|
|
$
|
220.2
|
|
$
|
221.1
|
|
$
|
441.3
|
|
|
$
|
225.8
|
|
$
|
189.0
|
|
$
|
414.8
|
|
|
|
In millions
|
December 31, 2018
|
|
December 31, 2017
|
|
||||
|
Contract receivables
|
$
|
1.5
|
|
|
$
|
1.6
|
|
|
|
Contract assets
|
2.1
|
|
|
4.6
|
|
|
||
|
Contract liabilities
|
(1.1
|
)
|
|
(0.9
|
)
|
|
|
In millions
|
2018
|
|
2017
|
|
||||
|
As at January 1,
|
$
|
(0.9
|
)
|
|
$
|
(0.2
|
)
|
|
|
Payments received / amounts billed
|
(3.8
|
)
|
|
(2.2
|
)
|
|
||
|
Costs incurred / revenue recognized
|
3.6
|
|
|
1.5
|
|
|
||
|
As at December 31,
|
$
|
(1.1
|
)
|
|
$
|
(0.9
|
)
|
|
|
|
|
Years ended December 31,
|
|
||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Severance and related costs
|
|
$
|
(6.7
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(0.4
|
)
|
|
|
Asset impairment
|
|
(6.8
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
|||
|
Other
|
|
0.1
|
|
|
(1.5
|
)
|
|
—
|
|
|
|||
|
Total restructuring charges
|
|
$
|
(13.4
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(0.4
|
)
|
|
|
|
|
Years ended December 31,
|
|
||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Gas Cylinders segment
|
|
$
|
(10.0
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
|
|
Elektron segment
|
|
(3.4
|
)
|
|
(5.5
|
)
|
|
(0.4
|
)
|
|
|||
|
Total restructuring charges
|
|
$
|
(13.4
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(0.4
|
)
|
|
|
In millions
|
2018
|
|
2017
|
|
||||
|
Balance at January 1,
|
$
|
2.1
|
|
|
$
|
0.8
|
|
|
|
Costs incurred
|
6.6
|
|
|
6.1
|
|
|
||
|
Cash payments and other
|
(3.5
|
)
|
|
(4.8
|
)
|
|
||
|
Balance at December 31,
|
$
|
5.2
|
|
|
$
|
2.1
|
|
|
|
In millions
|
Gas Cylinders
|
|
Elektron
|
|
Total
|
|
||||||
|
At January 1, 2017
|
$
|
27.0
|
|
|
$
|
40.9
|
|
|
$
|
67.9
|
|
|
|
Exchange difference
|
2.0
|
|
|
1.3
|
|
|
3.3
|
|
|
|||
|
At December 31, 2017
|
$
|
29.0
|
|
|
$
|
42.2
|
|
|
$
|
71.2
|
|
|
|
Impairment
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
|||
|
Exchange difference
|
(1.4
|
)
|
|
(0.9
|
)
|
|
(2.3
|
)
|
|
|||
|
Net balance at December 31, 2018
|
$
|
26.3
|
|
|
$
|
41.3
|
|
|
$
|
67.6
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
||||||||||||||||||||
|
In millions
|
Gross
|
|
Accumulated amortization
|
|
Net
|
|
Gross
|
|
Accumulated amortization
|
|
Net
|
|
||||||||||||
|
Customer relationships
|
$
|
13.4
|
|
|
$
|
(3.8
|
)
|
|
$
|
9.6
|
|
|
$
|
13.4
|
|
|
$
|
(2.9
|
)
|
|
$
|
10.5
|
|
|
|
Technology and trading related
|
7.9
|
|
|
(2.9
|
)
|
|
5.0
|
|
|
8.6
|
|
|
(3.0
|
)
|
|
5.6
|
|
|
||||||
|
|
$
|
21.3
|
|
|
$
|
(6.7
|
)
|
|
$
|
14.6
|
|
|
$
|
22.0
|
|
|
$
|
(5.9
|
)
|
|
$
|
16.1
|
|
|
|
In millions
|
|
2018
|
|
2017
|
|
||||
|
Accounts and other receivables
|
|
|
|
|
|
||||
|
Trade receivables
|
|
$
|
49.8
|
|
|
$
|
53.8
|
|
|
|
Related parties
|
|
0.9
|
|
|
1.8
|
|
|
||
|
Prepayments and accrued income
|
|
7.7
|
|
|
10.5
|
|
|
||
|
Derivative financial instruments
|
|
0.1
|
|
|
2.1
|
|
|
||
|
Other receivables
|
|
4.2
|
|
|
4.2
|
|
|
||
|
Total accounts and other receivables
|
|
$
|
62.7
|
|
|
$
|
72.4
|
|
|
|
Inventories
|
|
|
|
|
|
||||
|
Raw materials and supplies
|
|
$
|
30.5
|
|
|
$
|
31.0
|
|
|
|
Work-in-process
|
|
33.1
|
|
|
28.1
|
|
|
||
|
Finished goods
|
|
30.0
|
|
|
23.1
|
|
|
||
|
Total inventories
|
|
$
|
93.6
|
|
|
$
|
82.2
|
|
|
|
Other current assets
|
|
|
|
|
|
||||
|
Held-for-sale assets
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
|
Income tax receivable
|
|
—
|
|
|
1.2
|
|
|
||
|
Total other current assets
|
|
$
|
10.7
|
|
|
$
|
1.2
|
|
|
|
Property, plant and equipment, net
|
|
|
|
|
|
||||
|
Land, buildings and leasehold improvements
|
|
$
|
73.3
|
|
|
$
|
80.8
|
|
|
|
Machinery and equipment
|
|
286.0
|
|
|
292.7
|
|
|
||
|
Construction in progress
|
|
10.1
|
|
|
6.7
|
|
|
||
|
Total property plant and equipment
|
|
369.4
|
|
|
380.2
|
|
|
||
|
Accumulated depreciation and impairment
|
|
(262.5
|
)
|
|
(251.1
|
)
|
|
||
|
Total property, plant and equipment, net
|
|
$
|
106.9
|
|
|
$
|
129.1
|
|
|
|
Other non-current assets
|
|
|
|
|
|
||||
|
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
|
Total other non-current assets
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
|
Current maturities of long-term debt and short-term borrowings
|
|
|
|
|
|
||||
|
Bank and other loans
|
|
$
|
—
|
|
|
$
|
15.0
|
|
|
|
Overdrafts
|
|
3.5
|
|
|
4.2
|
|
|
||
|
Total current maturities of long-term debt and short-term borrowings
|
|
$
|
3.5
|
|
|
$
|
19.2
|
|
|
|
Other current liabilities
|
|
|
|
|
|
||||
|
Contingent liabilities
|
|
$
|
5.3
|
|
|
$
|
2.8
|
|
|
|
Held-for-sale liabilities
|
|
2.5
|
|
|
—
|
|
|
||
|
Derivative financial instruments
|
|
—
|
|
|
1.5
|
|
|
||
|
Other current liabilities
|
|
4.1
|
|
|
2.1
|
|
|
||
|
Total other current liabilities
|
|
$
|
11.9
|
|
|
$
|
6.4
|
|
|
|
Other non-current liabilities
|
|
|
|
|
|
||||
|
Contingent liabilities
|
|
$
|
0.8
|
|
|
$
|
1.1
|
|
|
|
Derivative financial instruments
|
|
—
|
|
|
0.4
|
|
|
||
|
Other non-current liabilities
|
|
0.5
|
|
|
1.7
|
|
|
||
|
Total other non-current liabilities
|
|
$
|
1.3
|
|
|
$
|
3.2
|
|
|
|
Reclassified to held-for-sale assets
|
December 31, 2018
|
|
|
|
|
In millions
|
|
|
||
|
Property, plant and equipment
|
$
|
5.5
|
|
|
|
Inventory
|
2.9
|
|
|
|
|
Accounts and other receivables
|
2.3
|
|
|
|
|
Held-for-sale assets
|
$
|
10.7
|
|
|
|
|
|
|
||
|
Reclassified to held-for-sale liabilities
|
|
|
||
|
Accounts payables
|
$
|
2.5
|
|
|
|
Held-for-sale liabilities
|
$
|
2.5
|
|
|
|
In millions
|
December 31, 2018
|
|
December 31, 2017
|
|
||||
|
Cumulative translation adjustments
|
$
|
(55.6
|
)
|
|
$
|
(49.2
|
)
|
|
|
Pension plans actuarial loss, net of tax
|
(90.2
|
)
|
|
(91.3
|
)
|
|
||
|
Change in market value of derivative financial instruments, net of tax
|
(0.8
|
)
|
|
(0.2
|
)
|
|
||
|
Accumulated other comprehensive loss
|
$
|
(146.6
|
)
|
|
$
|
(140.7
|
)
|
|
|
In millions
|
December 31, 2018
|
|
December 31, 2017
|
|
||||
|
6.19% Loan Notes due 2018
|
$
|
—
|
|
|
$
|
15.0
|
|
|
|
3.67% Loan Notes due 2021
|
25.0
|
|
|
25.0
|
|
|
||
|
4.88% Loan Notes due 2023
|
25.0
|
|
|
25.0
|
|
|
||
|
4.94% Loan Notes due 2026
|
25.0
|
|
|
25.0
|
|
|
||
|
Revolving credit facility
|
—
|
|
|
21.3
|
|
|
||
|
Other - Bank overdraft
|
3.5
|
|
|
4.2
|
|
|
||
|
Unamortized debt issuance costs
|
(1.4
|
)
|
|
(1.7
|
)
|
|
||
|
Total debt
|
$
|
77.1
|
|
|
$
|
113.8
|
|
|
|
Less current portion
|
$
|
(3.5
|
)
|
|
$
|
(19.2
|
)
|
|
|
Non-current debt
|
$
|
73.6
|
|
|
$
|
94.6
|
|
|
|
In millions
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
||||||||||||||
|
Loan Notes due 2021
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
|
|
Loan Notes due 2023
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|
—
|
|
|
25.0
|
|
|
|||||||
|
Loan Notes due 2026
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|
25.0
|
|
|
|||||||
|
Other
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
|||||||
|
Total debt
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
|
$
|
25.0
|
|
|
$
|
78.5
|
|
|
•
|
engage in mergers, divestitures, consolidations or divisions;
|
•
|
change the nature of our business;
|
•
|
make certain acquisitions;
|
•
|
participate in certain joint ventures;
|
•
|
grant liens or other security interests on our assets;
|
•
|
sell, lease, transfer or otherwise dispose of assets, including receivables;
|
•
|
enter into certain non-arm's-length transactions;
|
•
|
grant guarantees;
|
•
|
pay off certain existing indebtedness;
|
•
|
make investments, loans or grant credit;
|
•
|
repurchase our shares;
|
•
|
issue shares or other securities; and
|
•
|
redeem, repurchase, decease, retire or repay any of our share capital.
|
|
|
December 31, 2018
|
|
||||
|
Sales hedges
|
U.S. dollars
|
|
Euros
|
|
||
|
Contract totals/£m
|
4.8
|
|
|
7.2
|
|
|
|
Maturity dates
|
01/19 to 07/19
|
|
|
01/19 to 07/19
|
|
|
|
Exchange rates
|
$1.2519 to $1.3419
|
|
|
€1.0949 to €1.1702
|
|
|
|
Purchase hedges
|
U.S. dollars
|
|
Euros
|
|
Canadian dollars
|
|
Czech koruna
|
|
||||
|
Contract totals/£m
|
7.5
|
|
|
1.7
|
|
|
2.9
|
|
|
0.1
|
|
|
|
Maturity dates
|
01/19 to 07/19
|
|
|
01/19 to 06/19
|
|
|
01/19 to 03/19
|
|
|
01/19
|
|
|
|
Exchange rates
|
$1.2609 to $1.3380
|
|
|
€1.1074 to €1.1221
|
|
|
$1.7039 to $1.7416
|
|
|
CZK 28.4490
|
|
|
|
|
December 31, 2017
|
|
|||||||
|
Sales hedges
|
U.S. dollars
|
|
Euros
|
|
Australian dollars
|
|
|||
|
Contract totals/£m
|
17.1
|
|
|
27.5
|
|
|
2.8
|
|
|
|
Maturity dates
|
01/18 to 07/19
|
|
|
01/18 to 07/19
|
|
|
06/18
|
|
|
|
Exchange rates
|
$1.2433 to $1.3444
|
|
|
€1.0949 to €1.1803
|
|
|
$1.7667
|
|
|
Purchase hedges
|
U.S. dollars
|
|
Euros
|
|
Australian dollars
|
|
|||
|
Contract totals/£m
|
12.5
|
|
|
0.1
|
|
|
1.7
|
|
|
|
Maturity dates
|
01/18 to 07/19
|
|
|
01/18
|
|
|
06/18
|
|
|
|
Exchange rates
|
$1.2414 to $1.3389
|
|
|
€1.1084
|
|
|
1.7161
|
|
|
|
In millions
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
|
Derivative financial assets:
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
|
Interest bearing loans and borrowings:
|
|
|
|
|
|
|
|
|
||||||||
|
Loan Notes due 2021
|
(24.8
|
)
|
|
—
|
|
|
(24.8
|
)
|
|
—
|
|
|
||||
|
Loan Notes due 2023
|
(25.9
|
)
|
|
—
|
|
|
(25.9
|
)
|
|
—
|
|
|
||||
|
Loan Notes due 2026
|
(26.4
|
)
|
|
—
|
|
|
(26.4
|
)
|
|
—
|
|
|
||||
|
Other financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
|
Deferred contingent consideration
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
|
In millions
|
2018
|
|
||
|
Balance at January 1
|
$
|
1.0
|
|
|
|
Payments made during year
|
(0.8
|
)
|
|
|
|
Unwind of discount on deferred consideration
|
(0.2
|
)
|
|
|
|
Remeasurement of deferred consideration (recognized in acquisition-related costs)
|
0.9
|
|
|
|
|
Balance at December 31
|
$
|
0.9
|
|
|
|
Total losses for the period included in profit and loss for assets held at the end at December 31
|
0.7
|
|
|
|
|
Change in unrealized (gains) or losses for the period included in profit and loss for assets held at the end at December 31
|
$
|
0.7
|
|
|
|
|
|
Years ended December 31,
|
|
||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
U.K.
|
|
$
|
26.2
|
|
|
$
|
(3.0
|
)
|
|
$
|
13.1
|
|
|
|
International
(1)
|
|
4.3
|
|
|
22.9
|
|
|
11.5
|
|
|
|||
|
Income before income taxes
|
|
$
|
30.5
|
|
|
$
|
19.9
|
|
|
$
|
24.6
|
|
|
|
|
|
Years ended December 31,
|
|
||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Currently payable
|
|
|
|
|
|
|
|
||||||
|
U.K.
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
|
|
International
(1)
|
|
5.1
|
|
|
6.2
|
|
|
3.6
|
|
|
|||
|
Total current taxes
|
|
$
|
5.3
|
|
|
$
|
6.0
|
|
|
$
|
3.9
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
||||||
|
U.K.
|
|
$
|
3.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
3.4
|
|
|
|
International
(1)
|
|
(3.2
|
)
|
|
(2.6
|
)
|
|
(0.5
|
)
|
|
|||
|
Total deferred taxes
|
|
$
|
0.2
|
|
|
$
|
(2.7
|
)
|
|
$
|
2.9
|
|
|
|
Total provision for income taxes
|
|
$
|
5.5
|
|
|
$
|
3.3
|
|
|
$
|
6.8
|
|
|
|
|
Years ended December 31,
|
|
||||||||||
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Income before income taxes
|
$
|
30.5
|
|
|
$
|
19.9
|
|
|
$
|
24.6
|
|
|
|
Provision for income taxes at the U.K. statutory tax rate (2018: 19%, 2017:19.25%, 2016: 20.0%)
|
5.8
|
|
|
3.8
|
|
|
4.9
|
|
|
|||
|
Effect of:
|
|
|
|
|
|
|
||||||
|
Non-deductible expenses
|
0.1
|
|
|
0.8
|
|
|
0.4
|
|
|
|||
|
Movement in valuation allowances
|
—
|
|
|
(0.9
|
)
|
|
0.7
|
|
|
|||
|
Differences in income tax rates in countries where the Company operates
(1)
|
0.3
|
|
|
2.2
|
|
|
(0.5
|
)
|
|
|||
|
Effect of U.S. tax reform
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
|||
|
Effect of changes in tax rates (excluding U.S. tax reform)
(2)
|
0.2
|
|
|
1.1
|
|
|
—
|
|
|
|||
|
Movement in uncertain tax positions
|
0.1
|
|
|
0.9
|
|
|
0.9
|
|
|
|||
|
Other
|
(1.0
|
)
|
|
(0.6
|
)
|
|
0.4
|
|
|
|||
|
Total provision for income taxes
|
$
|
5.5
|
|
|
$
|
3.3
|
|
|
$
|
6.8
|
|
|
|
|
Years ended December 31,
|
|
||||||||||
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Beginning balance
|
$
|
2.8
|
|
|
$
|
1.9
|
|
|
$
|
1.0
|
|
|
|
Gross increases based on tax positions related to the current year
|
1.4
|
|
|
1.0
|
|
|
0.9
|
|
|
|||
|
Reductions due to expiry of statute of limitations
|
(1.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
|||
|
Ending balance
|
$
|
3.2
|
|
|
$
|
2.8
|
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Non-current
|
$
|
3.2
|
|
|
$
|
2.8
|
|
|
$
|
1.9
|
|
|
|
Jurisdiction
|
|
Years open
|
|
|
U.K.
|
|
2017 - 2018
|
|
|
U.S. Federal
|
|
2016 - 2018
|
|
|
U.S. State and local
|
|
2015 - 2018
|
|
|
France
|
|
2016 - 2018
|
|
|
Czech Republic
|
|
2015 - 2018
|
|
|
Germany
|
|
2015 - 2018
|
|
|
China
|
|
2016 - 2018
|
|
|
Canada
|
|
2015 - 2018
|
|
|
|
December 31,
|
|
||||||
|
In millions
|
2018
|
|
|
2017
|
|
|
||
|
Other non-current assets
|
$
|
18.6
|
|
|
$
|
20.8
|
|
|
|
Other non-current liabilities
|
(3.5
|
)
|
|
(4.2
|
)
|
|
||
|
Net deferred tax assets
|
$
|
15.1
|
|
|
$
|
16.6
|
|
|
|
|
December 31,
|
|
||||||
|
In millions
|
2018
|
|
|
2017
|
|
|
||
|
Deferred tax assets
|
|
|
|
|
||||
|
Pension benefits
|
$
|
7.7
|
|
|
$
|
10.9
|
|
|
|
Tax loss and credit carry forwards
|
20.7
|
|
|
24.8
|
|
|
||
|
Other
|
5.2
|
|
|
1.6
|
|
|
||
|
Total deferred tax assets
|
33.6
|
|
|
37.3
|
|
|
||
|
Valuation allowances
|
(15.0
|
)
|
|
(15.0
|
)
|
|
||
|
Deferred tax assets, net of valuation allowances
|
$
|
18.6
|
|
|
$
|
22.3
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
||||
|
Property, plant and equipment
|
$
|
3.5
|
|
|
$
|
5.7
|
|
|
|
Total deferred tax liabilities
|
$
|
3.5
|
|
|
$
|
5.7
|
|
|
|
Net deferred tax assets
|
$
|
15.1
|
|
|
$
|
16.6
|
|
|
|
|
2018
|
|
2018
|
|
2018
|
|
2017
|
|
2017
|
|
2017
|
|
||||||||||||
|
In millions
|
U.K.
|
|
U.S./ other
|
|
Total
|
|
U.K.
|
|
U.S./ other
|
|
Total
|
|
||||||||||||
|
Change in benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefit obligation at January 1
|
$
|
369.7
|
|
|
$
|
53.1
|
|
|
$
|
422.8
|
|
|
$
|
334.8
|
|
|
$
|
48.6
|
|
|
$
|
383.4
|
|
|
|
Service cost
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
||||||
|
Interest cost
|
8.6
|
|
|
1.8
|
|
|
10.4
|
|
|
8.9
|
|
|
1.9
|
|
|
10.8
|
|
|
||||||
|
Actuarial (gain) / loss
|
(27.7
|
)
|
|
(5.9
|
)
|
|
(33.6
|
)
|
|
10.1
|
|
|
4.3
|
|
|
14.4
|
|
|
||||||
|
Exchange difference
|
(19.7
|
)
|
|
(0.1
|
)
|
|
(19.8
|
)
|
|
32.0
|
|
|
0.3
|
|
|
32.3
|
|
|
||||||
|
Benefits paid
|
(17.9
|
)
|
|
(2.2
|
)
|
|
(20.1
|
)
|
|
(16.1
|
)
|
|
(2.1
|
)
|
|
(18.2
|
)
|
|
||||||
|
Prior service cost
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
|
Benefit obligation at December 31
|
$
|
315.2
|
|
|
$
|
46.8
|
|
|
$
|
362.0
|
|
|
$
|
369.7
|
|
|
$
|
53.1
|
|
|
$
|
422.8
|
|
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Fair value of plan assets at January 1
|
$
|
326.3
|
|
|
$
|
41.2
|
|
|
$
|
367.5
|
|
|
$
|
280.3
|
|
|
$
|
36.6
|
|
|
$
|
316.9
|
|
|
|
Actual return on assets
|
(13.0
|
)
|
|
(2.5
|
)
|
|
(15.5
|
)
|
|
27.7
|
|
|
4.8
|
|
|
32.5
|
|
|
||||||
|
Exchange difference
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
|
27.4
|
|
|
—
|
|
|
27.4
|
|
|
||||||
|
Contributions from employer
|
5.8
|
|
|
2.1
|
|
|
7.9
|
|
|
7.0
|
|
|
1.9
|
|
|
8.9
|
|
|
||||||
|
Benefits paid
|
(17.9
|
)
|
|
(2.2
|
)
|
|
(20.1
|
)
|
|
(16.1
|
)
|
|
(2.1
|
)
|
|
(18.2
|
)
|
|
||||||
|
Fair value of plan assets at December 31
|
$
|
283.4
|
|
|
$
|
38.6
|
|
|
$
|
322.0
|
|
|
$
|
326.3
|
|
|
$
|
41.2
|
|
|
$
|
367.5
|
|
|
|
Funded status
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefit obligations in excess of the fair value of plan assets
|
$
|
(31.8
|
)
|
|
$
|
(8.2
|
)
|
|
$
|
(40.0
|
)
|
|
$
|
(43.4
|
)
|
|
$
|
(11.9
|
)
|
|
$
|
(55.3
|
)
|
|
|
|
2018
|
|
2018
|
|
2018
|
|
2017
|
|
2017
|
|
2017
|
|
2016
|
|
2016
|
|
2016
|
|
||||||||||||||||||
|
In millions
|
U.K.
|
|
U.S. / other
|
|
Total
|
|
U.K.
|
|
U.S. / other
|
|
Total
|
|
U.K.
|
|
U.S. / other
|
|
Total
|
|
||||||||||||||||||
|
In respect of defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Current service cost
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
|
Interest cost
|
8.6
|
|
|
1.8
|
|
|
10.4
|
|
|
8.9
|
|
|
1.9
|
|
|
10.8
|
|
|
10.9
|
|
|
2.5
|
|
|
13.4
|
|
|
|||||||||
|
Expected return on assets
|
(14.5
|
)
|
|
(2.2
|
)
|
|
(16.7
|
)
|
|
(14.8
|
)
|
|
(1.8
|
)
|
|
(16.6
|
)
|
|
(14.1
|
)
|
|
(2.3
|
)
|
|
(16.4
|
)
|
|
|||||||||
|
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
4.3
|
|
|
|||||||||
|
Amortization of net actuarial loss
|
2.3
|
|
|
0.4
|
|
|
2.7
|
|
|
2.5
|
|
|
0.3
|
|
|
2.8
|
|
|
1.9
|
|
|
0.4
|
|
|
2.3
|
|
|
|||||||||
|
Amortization of prior service credit
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
|||||||||
|
Total (credit) / charge for defined benefit plans
|
$
|
(4.1
|
)
|
|
$
|
0.1
|
|
|
$
|
(4.0
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
0.5
|
|
|
$
|
(3.4
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
5.0
|
|
|
$
|
3.5
|
|
|
|
In respect of defined contribution plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Total charge for defined contribution plans
|
$
|
2.1
|
|
|
$
|
2.3
|
|
|
$
|
4.4
|
|
|
$
|
1.9
|
|
|
$
|
2.1
|
|
|
$
|
4.0
|
|
|
$
|
1.6
|
|
|
$
|
2.1
|
|
|
$
|
3.7
|
|
|
|
Total (credit) / charge for pension plans
|
$
|
(2.0
|
)
|
|
$
|
2.4
|
|
|
$
|
0.4
|
|
|
$
|
(2.0
|
)
|
|
$
|
2.6
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
7.1
|
|
|
$
|
7.2
|
|
|
|
In millions
|
2018
|
|
2017
|
|
||||
|
Net actuarial gain
|
$
|
1.4
|
|
|
$
|
1.6
|
|
|
|
Amortization of net gain
|
2.7
|
|
|
2.8
|
|
|
||
|
Prior service cost
|
(2.2
|
)
|
|
—
|
|
|
||
|
Amortization of prior service credit
|
(0.5
|
)
|
|
(0.5
|
)
|
|
||
|
Total recognized in other comprehensive income
|
1.4
|
|
|
3.9
|
|
|
||
|
Total credit recognized in net periodic benefit cost and other comprehensive income
|
$
|
5.4
|
|
|
$
|
7.3
|
|
|
|
In millions
|
2018
|
|
2017
|
|
||||
|
Net actuarial loss
|
$
|
(136.4
|
)
|
|
$
|
(140.5
|
)
|
|
|
Net prior service credit
|
12.7
|
|
|
15.5
|
|
|
||
|
Total included in AOCI not yet recognized in the statement of income
|
$
|
(123.7
|
)
|
|
$
|
(125.0
|
)
|
|
|
|
Projected Unit Credit Valuation
|
|
||||||||||
|
|
U.K.
|
|
U.S.
|
|
||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
|
Discount rate
|
2.90
|
|
2.40
|
|
2.60
|
|
4.20
|
|
3.60
|
|
4.20
|
|
|
Expected return on assets
|
4.90
|
|
4.80
|
|
5.20
|
|
6.20
|
|
6.00
|
|
6.30
|
|
|
Retail price inflation
|
3.30
|
|
3.10
|
|
3.20
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
Inflation related assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary inflation
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
Consumer price inflation
|
2.20
|
|
2.10
|
|
2.20
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
Pension increases—pre April 6, 1997
|
2.00
|
|
1.90
|
|
2.00
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
—1997 - 2005
|
2.20
|
|
2.10
|
|
2.20
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
—post April 5, 2005
|
1.80
|
|
1.70
|
|
1.80
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
|
2018
|
|
2017
|
|
|
Other principal actuarial assumptions:
|
Years
|
|
Years
|
|
|
Life expectancy of male / female in the U.K. aged 65 at accounting date
|
21.4 / 24.1
|
|
21.6 / 24.6
|
|
|
Life expectancy of male / female in the U.K. aged 65 at 20 years after accounting date
|
22.8 / 25.7
|
|
23.3 / 26.5
|
|
|
|
2018
|
|
2018
|
|
2018
|
|
2017
|
|
2017
|
|
2017
|
|
||||||||||||
|
In millions
|
U.K.
|
|
U.S./ other
|
|
Total
|
|
U.K.
|
|
U.S./ other
|
|
Total
|
|
||||||||||||
|
Assets in active markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equities and growth funds
|
$
|
173.1
|
|
|
$
|
20.6
|
|
|
$
|
193.7
|
|
|
$
|
203.4
|
|
|
$
|
22.9
|
|
|
$
|
226.3
|
|
|
|
Government bonds
|
46.7
|
|
|
—
|
|
|
46.7
|
|
|
49.9
|
|
|
—
|
|
|
49.9
|
|
|
||||||
|
Corporate bonds
|
63.6
|
|
|
18.0
|
|
|
81.6
|
|
|
72.7
|
|
|
18.3
|
|
|
91.0
|
|
|
||||||
|
Cash
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
||||||
|
Total fair value of plan assets
|
$
|
283.4
|
|
|
$
|
38.6
|
|
|
$
|
322.0
|
|
|
$
|
326.3
|
|
|
$
|
41.2
|
|
|
$
|
367.5
|
|
|
|
In millions
|
U.K. pension plans
|
|
U.S./ other pension plans
|
||||
|
2019
|
$
|
17.6
|
|
|
$
|
2.3
|
|
|
2020
|
17.9
|
|
|
2.3
|
|
||
|
2021
|
18.3
|
|
|
2.3
|
|
||
|
2022
|
18.7
|
|
|
2.3
|
|
||
|
2023
|
19.1
|
|
|
2.3
|
|
||
|
Thereafter
|
102.2
|
|
|
11.7
|
|
(a)
|
Ordinary share capital
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
||||||
|
|
No.
|
|
No.
|
|
Millions
|
|
|
Millions
|
|
|
||||||
|
Authorized:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Ordinary shares of £0.50 each
|
40,000,000
|
|
|
40,000,000
|
|
|
$
|
35.7
|
|
(1)
|
|
$
|
35.7
|
|
(1)
|
|
|
Deferred ordinary shares of £0.0001 each
|
761,845,318,444
|
|
|
769,423,688,000
|
|
|
149.9
|
|
(1)
|
|
150.9
|
|
(1)
|
|
||
|
|
761,885,318,444
|
|
|
769,463,688,000
|
|
|
$
|
185.6
|
|
(1)
|
|
$
|
186.6
|
|
(1)
|
|
|
Allotted, called up and fully paid:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Ordinary shares of £0.50 each
|
29,000,000
|
|
|
27,136,799
|
|
|
$
|
26.6
|
|
(1)
|
|
$
|
25.3
|
|
(1)
|
|
|
Deferred ordinary shares of £0.0001 each
|
761,835,338,444
|
|
|
769,413,708,000
|
|
|
149.9
|
|
(1)
|
|
150.9
|
|
(1)
|
|
||
|
|
761,864,338,444
|
|
|
769,440,844,799
|
|
|
$
|
176.5
|
|
(1)
|
|
$
|
176.2
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company's ordinary and deferred share capital are shown in U.S. dollars at the exchange rate prevailing at the month-end spot rate at the time of the share capital being issued. This rate at the end of February 2007 was
$1.9613
:£1 when the first
20,000,000
shares were issued; the rate at the end of October 2012 was
$1.6129
:£1 when
7,000,000
shares were issued; the rate at the end of March 2013 was
$1.5173
:£1 when
1,924
shares were issued; the rate at the end of January 2014 was
$1.6487
:£1 when
12,076
shares were issued; the rate at the end of May 2014 was
$1.6760
:£1 when
24,292
shares were issued; the rate at the end of August 2014 was
$1.6580
:£1 when
58,399
shares were issued; the rate at the end of February 2015 was
$1.5436
:£1 when
8,563
shares were issued; the rate at the end of March 2015 was
$1.4847
:£1 when
3,866
shares were issued; the rate at the end of June 2015 was
$1.5715
:£1 when
27,679
shares were issued; and the rate at the end of August 2018 when was
$1.2843
:£1 when
1,863,201
shares were issued.
|
|
In millions
|
|
|
||
|
At January 1, 2017
|
$
|
(7.1
|
)
|
|
|
Transfer of treasury shares into ESOP
|
0.8
|
|
|
|
|
Utilization of treasury shares
|
0.5
|
|
|
|
|
At December 31, 2017
|
(5.8
|
)
|
|
|
|
Transfer of treasury shares into ESOP
|
1.4
|
|
|
|
|
Utilization of treasury shares
|
0.1
|
|
|
|
|
At December 31, 2018
|
$
|
(4.3
|
)
|
|
|
In millions
|
|
|
||
|
At January 1, 2017
|
$
|
(0.5
|
)
|
|
|
Transfer of treasury shares into ESOP
|
(0.8
|
)
|
|
|
|
Utilization of ESOP shares
|
0.3
|
|
|
|
|
At December 31, 2017
|
(1.0
|
)
|
|
|
|
Issue of new shares
|
(1.3
|
)
|
|
|
|
Shares sold from ESOP
|
0.4
|
|
|
|
|
Transfer of treasury shares into ESOP
|
(1.4
|
)
|
|
|
|
Utilization of ESOP shares
|
1.1
|
|
|
|
|
At December 31, 2018
|
$
|
(2.2
|
)
|
|
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Dividends declared and paid during the year:
|
|
|
|
|
|
|
||||||
|
Interim dividend paid February 3, 2016 ($0.125 per ordinary share)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
|
|
Interim dividend paid May 4, 2016 ($0.125 per ordinary share)
|
—
|
|
|
—
|
|
|
3.3
|
|
|
|||
|
Interim dividend paid August 3, 2016 ($0.125 per ordinary share)
|
—
|
|
|
—
|
|
|
3.3
|
|
|
|||
|
Interim dividend paid November 2, 2016 ($0.125 per ordinary share)
|
—
|
|
|
—
|
|
|
3.3
|
|
|
|||
|
Interim dividend paid February 1, 2017 ($0.125 per ordinary share)
|
—
|
|
|
3.3
|
|
|
—
|
|
|
|||
|
Interim dividend paid May 3, 2017 ($0.125 per ordinary share)
|
—
|
|
|
3.3
|
|
|
—
|
|
|
|||
|
Interim dividend paid August 2, 2017 ($0.125 per ordinary share)
|
—
|
|
|
3.3
|
|
|
—
|
|
|
|||
|
Interim dividend paid November 1, 2017 ($0.125 per ordinary share)
|
—
|
|
|
3.4
|
|
|
—
|
|
|
|||
|
Interim dividend paid February 7, 2018 ($0.125 per ordinary share)
|
3.4
|
|
|
—
|
|
|
—
|
|
|
|||
|
Interim dividend paid May 2, 2018 ($0.125 per ordinary share)
|
3.3
|
|
|
—
|
|
|
—
|
|
|
|||
|
Interim dividend paid August 1, 2018 ($0.125 per ordinary share)
|
3.3
|
|
|
—
|
|
|
—
|
|
|
|||
|
Interim dividend paid November 7, 2018 ($0.125 per ordinary share)
|
3.4
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
$
|
13.4
|
|
|
$
|
13.3
|
|
|
$
|
13.3
|
|
|
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Dividends declared and paid after December 31 (not recognized as a liability at December 31):
|
|
|
|
|
|
|
||||||
|
Interim dividend paid February 1, 2017: ($0.125 per ordinary share)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
|
|
Interim dividend paid February 7, 2018: ($0.125 per ordinary share)
|
—
|
|
|
3.4
|
|
|
—
|
|
|
|||
|
Interim dividend paid February 6, 2019: ($0.125 per ordinary share)
|
3.4
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
$
|
3.4
|
|
|
$
|
3.4
|
|
|
$
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares held by ESOP Trustees
|
|
||||
|
|
£0.0001 deferred shares
|
|
£0.50 ordinary shares
|
|
||
|
At January 1, 2018
|
15,977,968,688
|
|
|
104,709
|
|
|
|
New shares issued
|
—
|
|
|
1,863,201
|
|
|
|
Shares utilized during the year
|
—
|
|
|
(149,609
|
)
|
|
|
Shares transferred into ESOP during the year
|
—
|
|
|
120,000
|
|
|
|
Shares sold from the ESOP during the year
|
—
|
|
|
(317,000
|
)
|
|
|
At December 31, 2018
|
15,977,968,688
|
|
|
1,621,301
|
|
|
•
|
The lower target must be achieved by the measurement date at the end of 2020 and will result in the vesting of
5,000
shares.
|
•
|
The mid-point target must be achieved by the measurement date at the end of 2022 and will result in the vesting of a further
10,000
shares.
|
•
|
The top target must be achieved by the measurement date at the end of 2024 and will result in the vesting of a further
15,000
shares.
|
(i)
|
The Remuneration Committee determined that the new Chief Executive Officer should acquire a minimum quantity of
22,500
shares within twelve months of appointment. Upon the Chief Executive Officer acquiring the shares, the Company matched the purchase by granting an award over
45,000
nominal cost RSUs, to vest over
three
years.
|
(ii)
|
A one-off share award to the new CEO, outside the terms of the LTIP, over
60,000
time-based nominal cost RSUs, to vest over
four
years.
|
(iii)
|
Performance-based Awards made to the new Chief Executive Officer vest upon achievement of attaining a specified adjusted diluted EPS target at each annual measurement date. Three levels of targets have been set:
|
•
|
The lower target must be achieved by the measurement date at the end of 2020 and will result in the vesting of
30,000
shares.
|
•
|
The mid-point target must be achieved by the measurement date at the end of 2022 and will result in the vesting of a further
40,000
shares.
|
•
|
The top target must be achieved by the measurement date at the end of 2024 and will result in the vesting of a further
50,000
shares.
|
|
|
Years ended December 31,
|
|
||||||||||
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Other share-based compensation charges
|
$
|
4.8
|
|
|
$
|
2.2
|
|
|
$
|
1.4
|
|
|
|
Restructuring share-based compensation charges
|
—
|
|
|
0.9
|
|
|
—
|
|
|
|||
|
Total share-based compensation charges
|
$
|
4.8
|
|
|
$
|
3.1
|
|
|
$
|
1.4
|
|
|
|
|
Number of shares
|
|
Weighted- average exercise price
|
|
Weighted- average remaining contractual life (years)
|
|
Aggregate intrinsic value ($M)
|
|
|||||
|
At January 1, 2018
|
1,182,315
|
|
|
$
|
6.42
|
|
|
2.4
|
|
$
|
11.1
|
|
|
|
Granted during the year
|
510,536
|
|
|
$
|
0.67
|
|
|
|
|
|
|
||
|
Exercised during the year
|
(833,360
|
)
|
|
$
|
7.43
|
|
|
|
|
|
|
||
|
Accrued dividend awards
|
18,776
|
|
|
$
|
0.66
|
|
|
|
|
|
|
||
|
Lapsed during the year
|
(29,205
|
)
|
|
$
|
0.67
|
|
|
|
|
|
|
||
|
At December 31, 2018
|
849,062
|
|
|
$
|
2.10
|
|
|
1.9
|
|
$
|
13.3
|
|
|
|
Options exercisable at December 31, 2018
|
320,882
|
|
|
$
|
4.31
|
|
|
2.4
|
|
$
|
4.3
|
|
|
|
Options expected to vest as of December 31, 2018
|
528,180
|
|
|
$
|
0.64
|
|
|
1.5
|
|
$
|
9.0
|
|
|
|
|
2018
|
|
2017
|
|
|
Dividend yield (%)
|
4.00
|
|
4.00
|
|
|
Expected volatility range (%)
|
22.65 - 35.77
|
|
26.81 - 35.81
|
|
|
Risk-free interest rate (%)
|
0.12 - 2.57
|
|
1.00 - 2.01
|
|
|
Expected life of share options range (years)
|
0.50 - 6.00
|
|
0.50 - 7.36
|
|
|
Weighted average exercise price ($)
|
$0.65
|
|
$0.65
|
|
|
Model used
|
Black-Scholes & Monte-Carlo
|
|
Black-Scholes
|
|
|
|
Net Sales
|
|
|
Adjusted EBITDA
|
|
||||||||||||||||||||
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||||
|
Gas Cylinders segment
|
$
|
238.1
|
|
|
$
|
220.2
|
|
|
$
|
225.8
|
|
|
|
$
|
23.4
|
|
|
$
|
17.0
|
|
|
$
|
18.3
|
|
|
|
Elektron segment
|
249.8
|
|
|
221.1
|
|
|
189.0
|
|
|
|
56.2
|
|
|
42.3
|
|
|
33.0
|
|
|
||||||
|
Consolidated
|
$
|
487.9
|
|
|
$
|
441.3
|
|
|
$
|
414.8
|
|
|
|
$
|
79.6
|
|
|
$
|
59.3
|
|
|
$
|
51.3
|
|
|
|
|
Depreciation and amortization
|
|
|
Restructuring Charges
|
|
||||||||||||||||||||
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||||
|
Gas Cylinders segment
|
$
|
7.3
|
|
|
$
|
7.2
|
|
|
$
|
7.4
|
|
|
|
$
|
10.0
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
|
Elektron segment
|
11.7
|
|
|
11.1
|
|
|
10.6
|
|
|
|
3.4
|
|
|
5.5
|
|
|
0.4
|
|
|
||||||
|
Consolidated
|
$
|
19.0
|
|
|
$
|
18.3
|
|
|
$
|
18.0
|
|
|
|
$
|
13.4
|
|
|
$
|
8.4
|
|
|
$
|
0.4
|
|
|
|
|
Total assets
|
|
|
Capital expenditure
|
|
||||||||||||||||||||
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||||
|
Gas Cylinders segment
|
$
|
145.6
|
|
|
$
|
156.9
|
|
|
$
|
151.9
|
|
|
|
$
|
2.8
|
|
|
$
|
3.5
|
|
|
$
|
7.2
|
|
|
|
Elektron segment
|
210.5
|
|
|
210.4
|
|
|
190.9
|
|
|
|
10.5
|
|
|
5.8
|
|
|
10.1
|
|
|
||||||
|
Other
|
34.3
|
|
|
48.5
|
|
|
57.0
|
|
|
|
0.3
|
|
|
0.7
|
|
|
—
|
|
|
||||||
|
|
$
|
390.4
|
|
|
$
|
415.8
|
|
|
$
|
399.8
|
|
|
|
$
|
13.6
|
|
|
$
|
10.0
|
|
|
$
|
17.3
|
|
|
|
In millions
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
Adjusted EBITDA
|
$
|
79.6
|
|
|
$
|
59.3
|
|
|
$
|
51.3
|
|
|
|
Other share based compensation charges
|
(4.8
|
)
|
|
(2.2
|
)
|
|
(1.4
|
)
|
|
|||
|
Loss on disposal of property, plant and equipment
|
(0.3
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
|||
|
Depreciation and amortization
|
(19.0
|
)
|
|
(18.3
|
)
|
|
(18.0
|
)
|
|
|||
|
Unwind discount on deferred consideration
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
|||
|
Restructuring charges
|
(13.4
|
)
|
|
(8.4
|
)
|
|
(0.4
|
)
|
|
|||
|
Impairment charge
|
(7.2
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
|||
|
Acquisition (costs) / credit
|
(4.3
|
)
|
|
1.3
|
|
|
—
|
|
|
|||
|
Other charges
(1)
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
|||
|
Other general income
|
—
|
|
|
—
|
|
|
2.5
|
|
|
|||
|
Defined benefits pension mark-to-market gain / (loss)
|
4.7
|
|
|
4.2
|
|
|
(2.8
|
)
|
|
|||
|
Interest expense, net
|
(4.6
|
)
|
|
(6.3
|
)
|
|
(6.0
|
)
|
|
|||
|
Provision for taxes
|
(5.5
|
)
|
|
(3.3
|
)
|
|
(6.8
|
)
|
|
|||
|
Net income
|
$
|
25.0
|
|
|
$
|
16.6
|
|
|
$
|
17.8
|
|
|
|
|
Net Sales
|
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||||
|
|
$M
|
Percent
|
|
$M
|
Percent
|
|
$M
|
Percent
|
|
|||||||||
|
United States
|
$
|
249.2
|
|
51.1
|
%
|
|
$
|
224.1
|
|
50.8
|
%
|
|
$
|
211.3
|
|
50.9
|
%
|
|
|
U.K.
|
47.6
|
|
9.8
|
%
|
|
40.4
|
|
9.2
|
%
|
|
36.5
|
|
8.8
|
%
|
|
|||
|
Germany
|
42.0
|
|
8.6
|
%
|
|
36.8
|
|
8.3
|
%
|
|
32.2
|
|
7.8
|
%
|
|
|||
|
Italy
|
23.3
|
|
4.8
|
%
|
|
19.0
|
|
4.3
|
%
|
|
19.6
|
|
4.7
|
%
|
|
|||
|
France
|
17.0
|
|
3.4
|
%
|
|
16.0
|
|
3.6
|
%
|
|
15.0
|
|
3.6
|
%
|
|
|||
|
Top five countries
|
$
|
379.1
|
|
77.7
|
%
|
|
$
|
336.3
|
|
76.2
|
%
|
|
$
|
314.6
|
|
75.8
|
%
|
|
|
Rest of Europe
|
33.2
|
|
6.8
|
%
|
|
31.1
|
|
7.0
|
%
|
|
27.4
|
|
6.6
|
%
|
|
|||
|
Asia Pacific
|
53.0
|
|
10.9
|
%
|
|
47.5
|
|
10.8
|
%
|
|
45.6
|
|
11.0
|
%
|
|
|||
|
Other
(2)
|
22.6
|
|
4.6
|
%
|
|
26.4
|
|
6.0
|
%
|
|
27.2
|
|
6.6
|
%
|
|
|||
|
|
$
|
487.9
|
|
|
|
$
|
441.3
|
|
|
|
$
|
414.8
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
||||||||||
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
United States
|
|
$
|
66.1
|
|
|
$
|
75.4
|
|
|
$
|
77.5
|
|
|
|
United Kingdom
|
|
36.0
|
|
|
36.6
|
|
|
34.3
|
|
|
|||
|
Rest of Europe
|
|
1.1
|
|
|
13.1
|
|
|
12.8
|
|
|
|||
|
Asia Pacific
|
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
|
|||
|
Other
(2)
|
|
3.4
|
|
|
3.8
|
|
|
3.8
|
|
|
|||
|
|
|
$
|
106.9
|
|
|
$
|
129.1
|
|
|
$
|
128.6
|
|
|
|
In millions
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|
||||||
|
Minimum lease payments under operating leases recognized in the consolidated income statement
|
$
|
4.8
|
|
|
$
|
5.1
|
|
|
$
|
4.8
|
|
|
|
In millions
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
||||||||||||
|
Minimum lease payments
|
|
$
|
4.2
|
|
|
$
|
4.1
|
|
|
$
|
3.3
|
|
|
$
|
2.7
|
|
|
$
|
13.1
|
|
|
$
|
27.4
|
|
|
|
|
|
2018
|
|
||||||||||||||||||
|
In millions, except per-share data
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Full Year
|
|
||||||||||
|
Net sales
|
|
$
|
119.7
|
|
|
$
|
128.2
|
|
|
$
|
129.1
|
|
|
$
|
110.9
|
|
|
$
|
487.9
|
|
|
|
Gross profit
|
|
30.3
|
|
|
33.6
|
|
|
34.0
|
|
|
24.2
|
|
|
122.1
|
|
|
|||||
|
Operating income / (loss)
|
|
12.8
|
|
|
14.6
|
|
|
15.7
|
|
|
(13.1
|
)
|
|
30.0
|
|
|
|||||
|
Net income / (loss)
|
|
9.9
|
|
|
11.4
|
|
|
12.2
|
|
|
(8.5
|
)
|
|
25.0
|
|
|
|||||
|
Earnings / (loss) per ordinary share
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic earnings / (loss) per ordinary share
|
|
$
|
0.37
|
|
|
$
|
0.43
|
|
|
$
|
0.46
|
|
|
$
|
(0.31
|
)
|
|
$
|
0.94
|
|
|
|
Diluted earnings / (loss) per ordinary share
|
|
0.36
|
|
|
0.42
|
|
|
0.44
|
|
|
(0.31
|
)
|
|
0.90
|
|
|
|
|
|
2017
|
|
||||||||||||||||||
|
In millions, except per-share data
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Full Year
|
|
||||||||||
|
Net sales
|
|
$
|
103.4
|
|
|
$
|
106.6
|
|
|
$
|
115.2
|
|
|
$
|
116.1
|
|
|
$
|
441.3
|
|
|
|
Gross profit
|
|
25.7
|
|
|
26.3
|
|
|
29.5
|
|
|
27.1
|
|
|
$
|
108.6
|
|
|
||||
|
Operating income / (loss)
|
|
10.2
|
|
|
6.3
|
|
|
8.5
|
|
|
(3.1
|
)
|
|
$
|
21.9
|
|
|
||||
|
Net income / (loss)
|
|
7.9
|
|
|
3.9
|
|
|
5.8
|
|
|
(1.0
|
)
|
|
$
|
16.6
|
|
|
||||
|
Earnings / (loss) per ordinary share
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic earnings / (loss) per ordinary share
|
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.22
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.63
|
|
|
|
Diluted earnings / (loss) per ordinary share
|
|
0.30
|
|
|
0.15
|
|
|
0.22
|
|
|
(0.04
|
)
|
|
0.62
|
|
|
(1)
|
Amounts may not total to annual earnings because each quarter and year are calculated separately based on basic and diluted weighted-average ordinary shares outstanding during the period.
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
3.1
|
4.1
|
10.1
|
10.2
|
10.3
|
10.4
|
10.5
|
10.6*
|
10.7*
|
10.8*
|
10.9*
|
10.10*
|
10.11*
|
10.12*
|
10.17
|
10.18
|
10.19
|
21.1
|
23.1
|
31.1
|
31.2
|
32.1
|
32.2
|
101
|
The financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
|
|
|
|
Luxfer Holdings plc
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
/s/Alok Maskara
|
|
|
|
|
Alok Maskara
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Duly Authorized Officer)
|
|
|
|
|
March 11, 2019
|
|
|
Signature
|
Title
|
Date
|
|
|
/s/Alok Maskara
|
Chief Executive Officer (Principal Executive Officer) and Director
|
March 11, 2019
|
|
|
Alok Maskara
|
|
|
|
|
|
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/s/Heather Harding
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Chief Financial Officer (Principal Financial Officer)
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March 11, 2019
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Heather Harding
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/s/Stephen M.D. Webster
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Corporate Controller (Principal Accounting Officer)
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March 11, 2019
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Stephen M.D. Webster
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/s/Joseph A. Bonn
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Chairman of the Board and Director
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March 11, 2019
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Joseph A. Bonn
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/s/David F. Landless
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Director
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March 11, 2019
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David F. Landless
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/s/Clive J. Snowdon
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Director
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March 11, 2019
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Clive J. Snowdon
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/s/Adam Cohn
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Director
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March 11, 2019
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Adam Cohn
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/s/Richard J. Hipple
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Director
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March 11, 2019
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Richard J. Hipple
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/s/Allisha Elliott
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Director
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March 11, 2019
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Allisha Elliott
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1.
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Exclusion of other regulations or articles
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2.
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Definitions
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3.
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Limited Liability
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4.
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Change of Name
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5.
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Rights Attached to Shares
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6.
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Redeemable Shares
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7.
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Variation of Rights
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8.
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Pari Passu Issues
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9.
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Shares
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10.
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Payment of commission
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11.
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Trusts Not Recognised
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12.
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Suspension of rights where non-disclosure of interest
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13.
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Uncertificated shares
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(1)
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MAGNESIUM ELEKTRON LIMITED
(Company Registration No.3141950) whose registered office is at
Anchorage
Gateway, 5 Anchorage Quay, Salford M50 3XE (“the Company”), and
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(2)
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#
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“Board”:
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the Board of Directors of Luxfer from time to time (including any committee of the Board duly appointed by it);
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"Group Company":
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a holding company from time to time of the Company or any subsidiary or associated company from time to time of the Company or of any such holding company (for which purpose "holding company" and "subsidiary" have the meanings ascribed to them by Section 1159 of the Companies Act 2006 as amended by Section1160 from time to time and "associated company" means any company where any such holding company or subsidiary holds or controls more than 20% of the equity share capital);
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“Luxfer”
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Luxfer Holdings PLC the ultimate holding company of the Company;
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“Luxfer Group”
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means the Group Companies whose ultimate holding company is Luxfer;
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“Person”:
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includes a body corporate and an unincorporated association of persons and references to a company include any body corporate.
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1.
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APPOINTMENT, POSITION AND DURATION
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1.1
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You will be employed in the position as described in the schedule to this Agreement ("the Schedule"). You will be employed in this position, subject to the terms of this Agreement and to any subsequent mutually agreed variation in your position, until this Agreement is terminated in accordance with clause 15 below. At the sole discretion of the Chief Executive of Luxfer you will be required to join the Executive Management Board of Luxfer. Continued membership of the Executive Management Board is at the sole discretion of the Chief Executive of Luxfer and can be withdrawn at any time without constituting a breach of this Agreement on the part of the Company.
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1.2
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Your employment with the Company in the position set out in the Schedule shall be deemed to have commenced on the Commencement Date shown in the Schedule. For the purpose of statutory continuity of service your previous employment with Magnesium Elektron Limited counts towards your period of continuous employment with the Company and your period of continuous employment therefore commenced on the date shown in the schedule. You consent to the transfer of employment under this Agreement to another Group Company at any time during your appointment.
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1.3
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You will if and so long as you are required by the Company carry out duties and/or act as director of the Company and/or a director, officer, or employee of any other Group Company.
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1.4
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If you have been appointed a director of the Company or a Group Company at any time, the Company is not obliged to ensure that you remain a director of that Company or Group Company
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2.
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DUTIES
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2.1
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You shall perform such duties and exercise such powers as shall from time to time be reasonably and lawfully required of you in your position or such other duties as may be required from time to time and as may be within your skill and capability.
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2.2
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Nothing in this Agreement requires the Company to allocate any, or any particular, duties to you or to provide you with any facilities or opportunity to work.
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2.3
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In the performance of your obligations under this Agreement you are required at all times to obey such instructions as may be given to you from time to time by the Company or the Board and to comply with all policies and procedures relating to equal opportunities, harassment, health and safety, bribery, competition and with all other rules and procedures introduced by the Company or Luxfer from time to time including but not limited to the Luxfer Group Code of Ethics and the Luxfer Group Insider Trading Policy. For the avoidance of doubt such rules, policies and procedures do not form a part of your contract of employment and are not incorporated by reference into this Agreement. They can be changed, replaced or withdrawn at any time at the discretion of the Company. Breach of any rules, policies or procedures may result in disciplinary action.
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2.4
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During the course of your employment you shall:
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2.4.1
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promptly make such reports to the Chief Executive Officer of Luxfer or the Board in connection with the affairs of the Company and any Group Company on such matters and at such times as reasonably required;
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2.4.2
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report your own wrong doing and any wrong doing or proposed wrong doing of any other employee or director of the Company or a Group Company to the Chief Executive Officer of Luxfer or the Board as appropriate immediately on becoming aware of it;
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2.4.3
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consent to the Company monitoring and recording any use that you make of the Company’s electronic communication systems for the purpose of ensuring that the Company and Luxfer rules are being complied with and for legitimate business purposes;
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2.4.5
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comply with the requirements under both legislation and regulation as to the disclosure of inside information;
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2.4.6
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comply with the articles of association of the Company and any constitutional documents of any Group Company (as amended from time to time) of which you are a director or officer.
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3.
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HOURS OF WORK
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4.
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EXPENSES
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6.1
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Basic
Salary
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6.2.
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Bonus Scheme
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6.3.1
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You will be entitled to participate in the Luxfer Holdings Long Term Incentive Plan (“LTiP”). Participation in the LTiP is subject to the rules of the LTiP which shall be reviewed from time to time and which may be amended, replaced or withdrawn in the Company's absolute discretion. Participation in the LTiP is purely discretionary and shall not form part of your contractual remuneration under this Agreement. Awards are made annually and are capped at 1.2 times your basic annual salary.
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6.3.2
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As a member of the Executive Management Board of Luxfer you are required to maintain a minimum holding of Luxfer American Depositary shares (“ADS”) or ordinary shares of 50p each (“Shares”) in your own or your spouse’s name, the amount to be determined by the Board from time to time on behalf of the Company. This does not require you to purchase Shares in the open market but rather to retain those ADS or Shares currently owned or acquired through the LTiP, until such time as you reach the minimum required holding of 10,000 ADS or ordinary shares (approximating to 0.5x your annual basic salary).
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6.3.3
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Under the terms of the current version of the Luxfer Group Insider Trading Policy which the Company has adopted, in this position you will be classed as a “Covered Person” for insider trading purposes and must obtain permission under that policy to trade any shares/ADS in accordance with the rules set out in the policy.
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6.4
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Pension
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6.5
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Life Assurance
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6.9.1
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Provide you with a company car as specified in the Schedule in accordance with the ‘Senior Executive Car Policy’ (as amended from time to time), for use in the performance of your duties under this Agreement.
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6.9.2
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Pay you a car allowance for use of your own car as specified in the Schedule in
accordance with the ‘Senior Executive Car Policy’ which shall be payable together with and in the same manner as the salary in accordance with clause 6.1. The car allowance shall not be treated as part of your basic salary for any purpose and shall not be pensionable.
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7.1
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In addition to normal public holidays you shall be entitled to the number of working days’ paid holiday in each holiday year as specified in the Schedule, such holiday to be taken at such time or times as may be approved by the Company.
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7.2
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The Company’s holiday year is from 1 April up to and including 31 March. In the respective holiday years in which your employment commences or terminates, your entitlement to holiday shall accrue on a pro rata basis for each completed calendar month of service during the relevant year.
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7.3
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If, on the termination of your employment, you have exceeded your accrued holiday entitlement, the value of such excess, calculated by reference to clause 7.2 and your Salary, may be deducted from any sums due to you and if there are no such sums due, you shall repay such excess to the Company on such termination. If you have unused holiday entitlement, the Company may either require you to take such unused holiday during any notice period or make a payment to you in lieu of it, calculated as above.
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7.4
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Holiday entitlement for one holiday year cannot be taken in subsequent holiday years unless otherwise agreed by the Company. Failure to take holiday entitlement in the appropriate holiday
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7.5
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Where there are shutdowns at your place of work you must, if required to do so, take part of your holiday entitlement at these times. Otherwise you may take your holiday entitlement by mutual agreement with your manager.
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7.6
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If you fall ill during your annual holiday, you may take further holidays to cover the period of sickness. However, to do this you must provide a medical certificate to cover the period of sickness and obtain the agreement of your manager before taking further holiday.
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8.1
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In the event that you are prevented by illness, accident or other injury from properly performing your duties, subject to your compliance with this clause 8 and the Company’s approval, you shall be entitled to receive sickness benefits in accordance with the Company's Sickness & Absence Policy. This policy may be amended from time to time at the Company’s discretion.
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8.2
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You will notify the Company as soon as possible and at least by 10.00 am on the first day of your absence the fact of your absence and the reason and on each day thereafter. If the incapacity continues for a period of seven days or more, you will produce to the Company medical certificates for the duration of your absence.
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8.3
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Whether or not you are absent by reason of sickness, injury or other incapacity you will, at the request of the Company agree to have a medical examination by a doctor appointed and paid for by the Company and you authorise the Company to have unconditional access to any report or reports (including copies) produced as a result of any examination from time to time by the Company.
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8.4
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If you are incapable of performing your duties by reason of circumstances where you have a claim for compensation against a third party and you recover compensation for loss of earnings whether from a third party or otherwise, you shall repay a sum equal to the amount recovered, or if less, any amounts paid to you by the Company during your absence.
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9.1
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You authorise the Company to deduct from your salary, any pay in lieu of notice, commission, bonus, holiday and sick pay or any termination payment any sums which you may owe to the Company including without limitation any overpayment of salary or expenses, any debt or loans or any other sum or sums which may be required to be authorised pursuant to Section 13 of the Employment Rights Act 1996.
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10.1
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During the continuance of this agreement (including during any period of ‘garden leave’ pursuant to clause 15.5 below) you shall, unless prevented by ill health, devote the whole of your time and attention to the business of the Company and any Group Company for which you have responsibility and shall not without the previous consent of the Company in writing (such consent not to be unreasonably withheld) engage in any other employment or business or hold any position honorary or otherwise in any company, business, partnership or other organisation
PROVIDED ALWAYS
that nothing in this clause shall preclude you from holding or being otherwise interested in any other shares or other securities of any company which are for the time being quoted on any recognised stock exchange so long as your interest therein does not extend to more than 100th part of the aggregate amount of such security.
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10.2
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You are required to comply at all times and in all respects with the Company's requirements on declaration of interest, and those required by the Companies Act 2006 as amended from time to time and any other regulation, statute or legislation applicable to you as a director of the Company or a Group Company in any relevant jurisdiction and to promptly notify the Chief
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11.1
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In the course of your employment you will acquire confidential information about the Company (and any Group Company) and its products, plans, systems and processes, customers and suppliers, including secret information of a technical nature as to the design, operation, specifications, costing and development of products. You will also have close contact with and knowledge of the Company's customers with whom you deal, and fellow employees.
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11.2
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You must at all times (whether during your employment or after it terminates) keep confidential, and must not, except with the express prior written permission of the Company or where necessary in the proper exercise of your duties, directly or indirectly use, disclose to any third party, including any employee of the Company not authorised to receive such information, or fail to keep properly secure from disclosure, all secret or confidential information of whatever kind that may have come to your knowledge during or as a result of your employment by the Company, including but without limitation information relating to the Company, its technical processes, business plans, finances, staff, customers, prospective customers, suppliers or products, information of a like kind relating to any Group Company, information which has been disclosed to the Company in confidence by a third party, and any other information of a kind that would usually be regarded as secret or confidential.
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11.3
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For the avoidance of doubt you will not, without limit of time, disclose to any other person, directly or indirectly, without the prior written permission of the Company or use for your own purposes or those of any other person any secret or confidential information about the Company, its products, business, customers, suppliers or employees, including without limitation:-
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ii)
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the identity of any customer of the Company, and information as to products supplied to such customer, prices charged for any such products, and requirements and likely future requirements of such customer;
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iii)
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the design and constructions of any of the Company's processes or products or any proposed or potential process or product and any information as to the software systems, engineering specifications or manufacturing methods of any such product or proposed or potential product;
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vi)
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levels of salaries and other remuneration and benefits payable to individual employees of the Company;
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vii)
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any confidential information of a similar nature to the foregoing relating to any other Group Company;
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11.4
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Except in the proper course of your duties under this Agreement you will not remove from the Company or any Group Company premises or copy or allow others to copy the contents of any document, computer disk, tape or other tangible item which contains confidential information or which belongs to the Company or any Group Company.
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11.5
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You must not at any time make any untrue, misleading or disparaging statement relating to the Company or a Group Company.
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11.6
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Nothing in this clause shall be construed as preventing you from making a “protected disclosure” within the meaning of the Public Interest Disclosure Act 1998 as amended but you are advised to refer to the Company’s disclosure policy on the subject before doing so.
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11.7
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Any deliberate or culpable misuse or disclosure in breach of this clause will be treated as gross misconduct and may result in summary dismissal.
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11.8
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If you have been appointed a director of the Company or any Group Company at any time and if any circumstances should arise in which it becomes necessary for you to seek separate independent legal advice about your fiduciary responsibilities as a director of the Company or about any potential conflict between your duties owed to the Company and your duties owed to any Group Company, you shall comply with the Luxfer Board Resolution on independent professional advice for directors as amended from time to time a copy of which can be obtained from the Company Secretary of Luxfer.
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13.2.6
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pending the execution of documents, necessary to effect your obligations under this clause 13 you agree to hold all rights and interest in the Intellectual Property as a bare trustee for the Company (or any Group Company)
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15.1
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You may terminate this Agreement at any time by giving notice in writing to the Company. The Notice Period to be given by you is specified in the Schedule and must expire at the end of a calendar month.
|
15.2
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The Company may terminate your employment under this Agreement at any time:
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(i)
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by giving you notice in writing. The Notice Period to be given by the Company is specified in the Schedule
;
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(ii)
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summarily, without payment in lieu of notice or other compensation, if you are found by the Company to have:
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(a)
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committed gross misconduct, gross incompetence or repeat or continue any other material breach of your obligations under this Agreement; or
|
(b)
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committed, been charged with or convicted of any criminal offence other than an offence which does not in the reasonable opinion of the Company affect your position under this Agreement; or
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(c)
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breached the Company’s or Luxfer’s anti-corruption and bribery policy or related procedures; or
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(d)
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become bankrupt or made any arrangement or composition with your creditors generally or;
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(e)
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resigned or vacated your office as a director of the Company or any Group Company otherwise than by agreement with or at the request of the Company or such Group Company; or
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(f)
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resign or vacate your office as a member of the Executive Management Board of Luxfer otherwise than by agreement with or at the request of the Chief Executive of Luxfer.
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(g)
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become of unsound mind ( which includes lacking capacity under the Mental Capacity Act 2005, or a patient under any statute relating to mental health);
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(h)
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engaged in any conduct which brings, or has the potential to bring yourself or the Company or any Group Company into disrepute; or
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(i)
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otherwise to have acted in such a way that your continued employment by the Company is not practicable.
|
15.3
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Except under the circumstances of redundancy, the Company reserves the right in the event of termination by you under clause 15.1 above or by the Company under clauses 15.2 (i) above, and without giving any reason, to make a payment equal to your gross salary only (less such tax and national insurance, and any pension contributions, as may be properly deductible) for the notice period or outstanding balance thereof, in lieu of notice, in which case your employment will end at the date of such payment without any further liability on the part of the Company under this Agreement.
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15.4
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At any time during the currency of notice of termination given by you or the Company under clause 15.1 or 15.2(i), the Company may exercise its rights under 15.3 above for all or any part of the outstanding period of notice.
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15.5
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After notice of termination has been given by either party pursuant to clause 15 or if you seek to or indicate an intention to terminate your employment without notice, provided that you continue to be paid and enjoy your full contractual benefits until your employment terminates in accordance with the terms of this Agreement, the Company may in its absolute discretion without breaking the terms of this Agreement or giving rise to any claim against the Company or any Group Company for all or part of the notice period (as the case may be):
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(i)
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exclude you from the premises of the Company and/or any Group Company;
|
(ii)
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require you to carry out specified duties (consistent with your status, role and experience) for the Company and/or any Group Company other than those referred to in clause 2 or to carry out no duties;
|
(iii)
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announce to employees, suppliers and customers of the Company and/or any Group Company and the New York Stock Exchange or other applicable regulatory body that you have been given notice of termination or have resigned (as the case may be);
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(iv)
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instruct you not to communicate orally or in writing with suppliers, customers, employees, agents or representatives of the Company and/or any Group Companies until his employment under his Agreement has terminated.
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(v)
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(If you have been appointed a director of the Company or any Group Company at any time) request you to give notice resigning immediately without claim for the compensation (but without prejudice to any claim you may have for damages for breach of this Agreement):
|
(i)
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as a director of the Company and all such Group Companies of which you are a director; and
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(ii)
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all trusteeships held by you of any pension scheme or other trusts established by the Company or any Group Company or any other company with which you have had dealings as a consequence of your employment with the Company.
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15.6
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On commencement of any period of exclusion pursuant to clause 15.5 you will deliver up to the Company in accordance with clause 12 all property belonging to the Company or any Group Company.
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15.7
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During any period of exclusion pursuant to clause 15.5 you will not be entitled to accrue holiday or any bonus. Any untaken holiday entitlement accrued up to the date of commencement of leave should be taken during the leave period. You agree to notify the Company of any days or days during the exclusion period when you will be unavailable due to holiday and will endeavour to agree convenient holiday dates in advance with the Company.
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15.8
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Before and after termination of your employment, you will provide the Company and/or any Group Company with reasonable assistance regarding matters of which you have knowledge and/or
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15.9
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At any time after notice (including summary notice) to terminate this Agreement has been served or received by the Company, the Company may require you to
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(i)
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transfer, without payment, to the Company (or as the Company may direct) any nominee shareholdings provided to you by or held by you in or on behalf of any Group Company; and/or
|
(ii)
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return to the Company on request any documents, computer disks and tapes and other tangible items in your possession or under your control which belong to the Company or any Group Company or which contain or refer to any confidential information; and/or
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(iii)
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delete all confidential information from any computer, disks, tapes or other re-usable material in your possession or under your control and destroy all other documents and tangible items in your possession or under your control which contain or refer to any confidential information.
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15.10
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If your employment by the Company is terminated in connection with any reconstruction or amalgamation of the Company (whether by winding up or otherwise) or sale of the Company’s undertaking or assets where the Transfer of Undertakings (Protection of Employment) Regulations 2006 do not apply and:
|
(i)
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you receive an offer or employment with any company concerned with such reconstruction, amalgamation or sale; and
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(ii)
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the offer is for employment of a similar nature (whether or not involving a change of status) and on terms generally no less favourable than those of your employment under this Agreement;
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“Critical Person”
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any person who was an employee, agent, director, consultant or independent contractor employed, appointed or engaged by the Company or any Relevant Group Company at any time within the Relevant Period who by reason of such employment, appointment or engagement and in particular his/her seniority and expertise or knowledge of trade secrets or confidential information of the Company or any Group Company or knowledge of or influence over the clients, customers or suppliers of the Company or any Group Company is likely to be able to assist or benefit a business in or proposing to be in competition with the Company or any Relevant Group Company;
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“Products or Services”
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products or services which are of the same kind as or of a materially similar kind to or competitive with any products or services sold or supplied by the Company or any Relevant Group Company within the Relevant Period including for the avoidance of doubt but not limited to high pressure and composite gas cylinders; magnesium alloys, powders and wrought products; chemically derived zirconium oxides and chemicals; superplastically formed aluminium and composite components and any additional core product lines that the Company or a Group Company may have manufactured in the Relevant Period prior to you leaving the Company for whatever reason;
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“Relevant Customer”
|
any person, firm, company or organisation who or which at any time during the Relevant Period is or was:
|
|
i) negotiating with the Company or a Relevant Group Company for the sale or supply of Relevant Products or Services; or
|
|
ii)a client or customer of the Company or any Relevant Group Company for the sale or supply of Relevant Products or Services; or
|
|
iii)in the habit of dealing with the Company or any Relevant Group Company for the sale or supply of Relevant Products or Services
|
|
and in each case with whom or which you were directly concerned or connected or of whom or which you had personal knowledge during the Relevant Period in the course of your employment hereunder;
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“Relevant Group Company”
|
any Group Company (other than the Company) for which you have performed services under this Agreement or for which you had operational/management responsibility at any time during the Relevant Period;
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“Relevant Period”
|
the period of 12 months immediately before the Termination Date or (where such provision is applied) the commencement of any period of exclusion pursuant to clause 16.2 if earlier;
|
“Relevant Products or Services”
|
Products or Services with which sale or supply you were directly concerned or connected or of which you had personal knowledge during the Relevant Period in the course of your employment hereunder;
|
“Restricted Territory”
|
any country in which the Company or any Group Company has a material interest in the sale or supply of Products or Services.
|
16.2.1
|
within the Restricted Territory for a period of twelve months from the Termination Date be engaged, concerned or interested in, or provide commercial or professional advice to, any other business which supplies Products or Services in competition with the Company or any Relevant Group Company
PROVIDED
that this restriction does not
|
16.2.2
|
within the Restricted Territory for a period of twelve months from the Termination Date be engaged, concerned or interested in any business which at any time during the Relevant Period has supplied products or services to the Company or any Relevant Group Company or is or was at any time during the Relevant Period a Relevant Customer of the Company or any Relevant Group Company if such engagement, concern or interest causes or would cause the supplier to cease, alter or materially to reduce its supplies to the Company (or any Relevant Group Company as the case may be) or the Relevant Customer to cease or materially to reduce its orders or contracts with the Company or any Relevant Group Company; or
|
16.2.3
|
for a period of twelve months from the Termination Date so as to compete with the Company or any Relevant Group Company canvass, solicit or approach or cause to be canvassed, solicited or approached any Relevant Customer for the sale or supply of Relevant Products or Services or endeavour to do so; or
|
16.2.4
|
for a period of twelve months from the Termination Date so as to compete with the Company or any Relevant Group Company deal or contract with any Relevant Customer in relation to the sale or supply of any Relevant Products or Services, or endeavour to do so; or
|
16.2.5
|
for a period of twelve months from the Termination Date solicit, induce or entice away from the Company or any Relevant Group Company or, in connection with any business in or proposing to be in competition with the Company or any Relevant Group Company, employ, engage or appoint or in any way cause to be employed, engaged or appointed a Critical Person whether or not such person would commit any breach of his or her contract of employment or engagement by leaving the service of the Company or any Relevant Group Company;
|
16.2.6
|
use in connection with any business any name, which includes the name of the Company or any Group Company or any colourable imitation of it.
|
16.3
|
Whilst the restrictions in this clause 16 (on which you have had an opportunity to take independent advice as you hereby acknowledge) are regarded by the parties as fair and reasonable, it is hereby declared that each of the restrictions in this clause 16 is intended to be separate and severable. If any restriction is held to be unreasonably wide but would be valid if part of the wording (including in particular but without limitation the defined expressions referred to in clause 16.1) were deleted, such restriction will apply with so much of the wording deleted as may be necessary to make it valid.
|
16.4
|
The parties agree that the periods referred to in sub-clauses 16.2.1, 16.2.2, 16.2.3, 16.2.4 and 16.2.5 above will be reduced by one day for every day during which at the Company’s direction and pursuant to clause 15.5 above you have been excluded from the Company’s premises and/or have not carried out any duties or have carried out duties other than your normal duties.
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16.5
|
If you breach any of the provisions in this clause 16 the Company will be entitled by written notice to you to extend the period during which the provisions of clause 16 which have been breached apply by an equivalent period to that during which the breach or breaches have continued, such additional period to commence on the date on which the said period would have otherwise expired. You hereby agree that if the Company so extends the period of any such restriction, this will not prejudice the right of the Company to apply to the Courts for injunctive relief in order to compel you to comply with the provisions of this clause 16 and/or damages, as the case may be.
|
16.6
|
For the purposes of clause 16 the Company has entered into this Agreement as agent for and trustee of all Relevant Group Companies and all Group Companies respectively.
|
16.7
|
If you apply for or are offered a new employment, appointment or engagement, before entering into any related contract you will bring the terms of this Agreement to the attention of a third party proposing directly or indirectly to employ, appoint or engage you.
|
18.1
|
For the purposes of the Data Protection Act 1998 you consent to the processing of all or any personal data (in manual, electronic or any other form) relevant to your employment, by the Company or any Group Company and/or any agent or third party nominated by the Company and bound by a duty of confidentiality. Processing includes, but is not limited to, obtaining, recording, using and holding data relating to you for legal, personnel, administrative and management purposes and in particular to the processing of any
sensitive personal data
(as defined in the Data Protection Act 1998) relating to you, including, as appropriate:
|
(a)
|
Information about your physical or mental health or condition in order to monitor sick leave and take decisions about your fitness to work;
|
(b)
|
Your racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation;
|
(c)
|
Information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
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18.2
|
The Company may make such information available to any Group Company, those who provide products and services to the Company or any Group Company (such as advisers and payroll administrators) regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company or any Group Company or the business in which you work.
|
18.3
|
You consent to the transfer of such information to any Group Company and the Company or any Group Company business contacts outside the European
Economic
Area in order to further its or their the business interests even where the country or territory in question does not maintain adequate data protection standards.
|
19.1
|
This Agreement shall be governed by and construed under the laws of England and Wales and the parties hereto submit to the jurisdiction of the Courts of England and Wales.
|
19,2
|
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
|
25.1
|
The Company has a disciplinary procedure.
|
25.2
|
The Company shall be entitled prior to and during the course of any investigations to suspend you (with or without pay) and exclude you from the premises of the Company if suspension is necessary to allow a proper investigation to be conducted or if there may be circumstances, which would entitle the Company to dismiss you summarily.
|
26.
|
RIGHTS OF THIRD PARTIES
|
28.1
|
If you have been appointed a director of the Company or a Group Company at any time, you will on termination of your employment for any reason at the request of the Board (pursuant to either a resolution of the Board or members of the Company) give notice resigning immediately without claim for compensation (but without prejudice to any claim you may have for damages for breach of this Agreement):
|
(i)
|
as a director of the Company and all such Group Companies of which you are a director; and
|
(ii)
|
all trusteeships held by you of any pension scheme or other trusts established by the Company or any Group Company or any other company with which you have had dealings as a consequence of your employment with the Company.
|
28.2
|
If notice pursuant to clause 28.1 or 15.5(v) is not received by the relevant company within seven days of a request by the Company, the Company is irrevocably authorised to appoint a person to execute any documents and to do everything necessary to effect such resignation or resignations on your behalf.
|
28.3
|
Except with the prior written agreement of the Chief Executive of Luxfer , you will not during your employment under this Agreement resign your office as a director of the Company or any Group Company and if you do so without the consent or concurrence of the Chief Executive of Luxfer , the Company will be entitled to terminate your employment pursuant to clause 15.2(d) or at the Company’s absolute discretion, to treat such resignation as notice of termination given by you to the Company pursuant to clause 15.1.
|
1.
|
I have reviewed this annual report on Form 10-K of Luxfer Holdings PLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 11, 2019
|
__/s/__________________________
|
|
Alok Maskara
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Luxfer Holdings PLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 11, 2019
|
__/s/__________________________
|
|
Heather Harding
Chief Financial Officer
|
•
|
the Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 11, 2019
|
__/s/__________________________
Alok Maskara
Chief Executive Officer
|
|
|
•
|
the Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 11, 2019
|
__/s/______________________
Heather Harding
Chief Financial Officer
|