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MURRAY & ROBERTS ANNOUNCES INTERIM FINANCIAL RESULTS
Johannesburg, 1 March 2023 – Murray & Roberts today announced its interim results for the six months ended 31 December 2022.
· Revenue from continuing operations R5,9 billion (FY2022 H1: R4,2 billion*)
· Profit before interest and tax from continuing operations R80 million (FY2022 H1: R18 million earnings*).
· Attributable loss of R2,5 billion (FY2022 H1: R55 million earnings) after loss of control of MRPL and its subsidiaries
· Diluted continuing headline loss per share 30 cents (FY2022 H1: 25 cents loss*)
· Order book of R16,1 billion (FY2022 H1: R18,0 billion*)
· Near orders of R14,4 billion (FY2022 H1: R11,7 billion*)
· Net debt of R2,0 billion (FY2022 H1: R0,9 billion net cash)
· Lost-time injury frequency rate of 0.49 (FY2022 H1: 0.42)
· Sadly, a fatal incident occurred at RUC Cementation Mining in Western Australia
During the past three years, culminating in the last six months, the Group suffered the devastating impact of the pandemic and the war in Ukraine, especially on the Energy, Resources & Infrastructure business platform, specifically Clough Limited’s (“Clough”) portfolio of large fixed-price contracts. Particular areas of impact include, amongst others, the disruption in supply chains, delays to project schedules and the associated deferral of numerous milestone payments and global inflation, which added to an already difficult commercial environment.
The compounding impact on project progress and ultimately liquidity came to the fore during October 2022, resulting in the placing of Murray & Roberts Pty Ltd (“MRPL”), the Group’s Australian holding company, and its subsidiary company Clough, into voluntary administration on 5 December 2022.
As a consequence of the voluntary administration, the Group lost control of MRPL and its subsidiaries, which include RUC Cementation Mining Contractors Pty Ltd (“RUC”). In the financial result, MRPL, Clough and RUC have thus been deconsolidated from the Group with effect from 5 December 2022.
The comparative financial results for the six months to 31 December 2021 have been restated with MRPL and its subsidiaries, previously reported as continuing operations, now reported as discontinued operations.
MRPL and Clough voluntary administration
Shareholders are referred to the SENS announcements released in the months of October and November 2022, but more specifically, the announcement of 5 December 2022, regarding the termination of the proposed disposal by Murray & Roberts to Webuild of its interest in Clough, and the subsequent placing of Clough and MRPL into voluntary administration.
Shareholders are further referred to the SENS announcement of 15 February 2023, regarding the second creditors meeting in relation to Clough’s voluntary administration process, which was held on 15 February 2023. At this meeting, creditors followed the recommendation of the Administrators and voted in favour of the proposed Deed of Company Arrangement (“DOCA”), which brought a conclusion to Clough’s voluntary administration with the final loss of Clough to the Group.
MRPL’s voluntary administration process is progressing, which includes MRPL and all subsidiary entities (including RUC) not part of the Clough DOCA. The Group is however, considering options to regain control of RUC, even though the probability of success is low. There should be more clarity on the outcome of MRPL’s voluntary administration during April 2023.
Current Group structure
Both Clough (effectively the Energy, Resources & Infrastructure business platform) and RUC (which was part of the Group’s Mining business platform), have been deconsolidated from the Group. Operationally, the Group now delivers projects through two business platforms: the Mining platform, comprising its two regional businesses in Africa and North America (USA and Canada), and the Power, Industrial & Water (“PIW”) platform which focuses on Sub-Saharan Africa.
Revenue and profit before interest and tax for continuing operations increased to R5,9 billion (FY2022 H1: R4,2 billion*) and R80 million (FY2022 H1: R18 million*) respectively.
Interest for the reporting period was R136 million (FY2022 H1: R82 million*) and the tax charge was R66 million (FY2022 H1: R30 million*). The tax charge is high as a deferred tax asset could not be raised against interest and corporate cost incurred in South Africa.
Diluted continuing headline loss per share was 30 cents (FY2022 H1: 25 cents loss*).
The Group recorded an attributable loss of R2,529 million (FY2022 H1: R55 million earnings) after accounting for the deconsolidation of MRPL, Clough and RUC as discontinued operations.
Following the deconsolidation, equity reduced to R2,2 billion (FY2022: R5,7 billion). Net asset value per share was R5 (FY2022 H1: R13).
The Group reported a net debt position of R2,0 billion (FY2022 H1: R0,9 billion net cash). The Group’s debt is expected to reduce further by circa R1,3 billion upon conclusion of the disposal of its 50% share in the Bombela Concession Company (RF)(Pty) Ltd (“Bombela”) during the second half of this financial year.
The impact of the voluntary administration of the Group’s companies in Australia has been accounted for in this reporting period, and it is expected that any potential additional residual impact will be insignificant.
The Group’s order book was R16,1 billion (FY2022 H1: R18,0 billion*), and the project pipeline remains strong.
The Group does not pay interim dividends. The board of directors of the Company (“Board”) considers a dividend on an annual basis, post year end. Considering the Group’s current debt levels, it is not envisaged that a dividend will be declared this year.
ORDER BOOK, NEAR ORDERS AND PROJECT PIPELINE
The Mining platform represents R14,1 billion of the Group’s total order book of R16,1 billion, and the PIW platform represents R2 billion. The Mining platform holds the equivalent value in near orders as it has in its order book, presenting a significant growth opportunity for the Group in relation to its continuing operations. The PIW platform has secured several orders in South Africa’s renewable energy sector which offers a strong pipeline for future work.
This multinational business platform now comprises two regional businesses in Africa and the Americas (USA and Canada). RUC, which focused on Australasia, previously part of the Group’s Mining platform, was deconsolidated from the Group with effect from 5 December 2022.
The platform’s service offerings span the project lifecycle for a range of specialised mining project services, including feasibility studies, engineering, shaft sinking and construction, raise drilling, mine development, contract mining and material handling solutions.
Revenue increased to R5,4 billion (FY2022 H1: R3,7 billion*) and operating profit increased to R172 million (FY2022 H1: R79 million*). The order book reduced to R14,1 billion (FY2022 H1: R17,5 billion*). Near orders increased to R14,2 billion (FY2022 H1: R10,5 billion*).
The price outlook for most major commodities remains strong in the medium term, which is expected to drive growth in mining investment with an emphasis on brownfields expansion, production optimisation and restarts. Prices for commodities required for decarbonisation are expected to escalate further in the medium term as demand lifts.
All projects in the Mining platform are progressing according to expectations.
Power, Industrial & Water Platform
This Sub-Saharan-focused PIW platform provides project services mainly to the power and energy market sectors.
Revenue was maintained at R0,5 billion (FY2022 H1: R0,5 billion) and the platform recorded a reduced operating loss of R37 million (FY2022 H1: R65 million operating loss). The order book increased to R2,0 billion (FY2022 H1: R0,5 billion) following the award of renewable energy sector contracts by EDF Renewables (Pty) Ltd, with a combined value of circa R1,2 billion attributable to OptiPower Projects. As a result of these awards, current near orders are modest, although Category 1 opportunities increased to R9 billion (FY2022 H1: R6,7 billion), reflective of opportunities in the renewable energy and transmission market sectors.
South Africa’s constrained transmission and distribution infrastructure requires urgent investment to support additional capacity, which presents longer-term prospects for OptiPower Projects. The Group believes that the current emphasis on increasing investment in utility scale renewable energy projects is expected to enable the platform to return to sustainable profitability in the near term.Investments
Shareholders are referred to the SENS announcement of 1 December 2022, wherein the Group announced the sale of its 50% share in Bombela to Intertoll International Holdings B.V. At a meeting held on 20 February 2023, Murray & Roberts shareholders voted in favour of the proposed transaction and the Group expects to implement and close the transaction by the end of March 2023. The proceeds from the disposal, of circa R1,3 billion, will be applied towards reducing the Group’s debt.
In the period under review, in relation to its investment in Bombela, the Group recorded a final fair value profit adjustment of R17 million (FY2022 H1: R102 million), as the asset is being disposed of at book value.Discontinued Operations
MRPL, Clough and RUC
The R2,3 billion loss from these entities comprises of an operating loss in Clough of R1,3 billion, an operating profit in RUC of R129 million and a loss of R2,3 billion through the deconsolidation of assets and liabilities. A foreign currency translation reserve (“FCTR”) profit of R1,2 billion was realised as a result of the deconsolidation.
Middle East operations
Shareholders are referred to the SENS announcement published on 31 August 2022, containing information on the Group’s proposed exit from the Middle East. As announced, the Group entered into a sale and purchase agreement for the sale of two of its companies in the Middle East, comprising the majority of its operations in the region. This transaction remains subject to regulatory approval and as previously communicated, a FCTR loss of circa R404 million (based on the exchange rate as at 31 December 2022) will be accounted for as part of discontinued operations, as and when this transaction is concluded. This FCTR adjustment is a non-cash item that will not impact the Group’s equity nor its net asset value.
Costs incurred for the period under review of R10 million (FY2022 H1: R37 million) mainly relate to managing potential contingent liabilities in the Middle East, until the sale of the companies is concluded.
UPDATE ON THE GROUP’S CLAIMS PROCESSES
The Group’s uncertified revenue decreased to R375 million over the past six months (FY2022: R2,9 billion), mainly due to the exclusion of previously recognised uncertified revenue through the deconsolidation of Clough (FY2022: R2,3 billion).
A full and final settlement has been reached in relation to claims and disputes on the Group’s contracts at Medupi and Kusile, other than for remaining works to be undertaken on a cost reimbursable basis, capped at R80 million, and to be completed by 30 November 2023.
The Group is much smaller following the loss of its investments in Clough and RUC, and is currently navigating a challenging period considering its debt position. The Group continues to evaluate options to de-lever the balance sheet to achieve a sustainable capital structure.
The Group remains optimistic about the existing prospects for its multinational Mining platform, and the new opportunities for the PIW platform, specifically in the renewable energy and transmission sectors in South Africa.
Any forward-looking information contained in this announcement has not been reviewed and reported on by the Group’s external auditors.
*Please note that this media statement contains extracts from the full interim financial results for the six months ended 31 December 2022 and should be read in conjunction with the full interim financial results available on www.murrob.com.
For further information contact:
Group Investor and Media Executive
This announcement includes certain various “forward-looking statements” within the meaning of Section 27A of the US Securities Act 10 1933 and Section 21 E of the Securities Exchange Act of 1934 that reflect the current views or expectations of the Board with respect to future events and financial and operational performance. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: the Group’s strategy; the economic outlook for the industry; and the Group’s liquidity and capital resources and expenditure. These forward-looking statements speak only as of the date of this announcement and are not based on historical facts, but rather reflect the Group’s current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “expect”, “anticipate”, “intend”, “should”, “planned”, “may”, “potential” or similar words and phrases. The Group undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect the occurrence of any unexpected events. Neither the content of the Group’s website, nor any website accessible by hyperlinks on the Group’s website is incorporated in, or forms part of, this announcement.