
Braemar Plc Annual Report and Accounts 2023
30
Provisions (internal
independentinvestigation)
In June 2023, the board commissioned
an internal independent investigation
into an historical transaction originating
in 2013. The investigation was overseen
by an Investigation Commiee chaired
by the Group’s non-executive Chairman
and was conducted by an independent
specialist forensic accounting firm and
independent external counsel. The
investigation was comprehensive and
complex and ultimately encompassed
several transactions between 2006 and
2013, which required further investigation.
As a result of the investigation, the
Group has recognised a provision
of £2.0m in relation to the uncertain
obligations connected to a number of the
transactions and commission obligations
identified as part of the investigation.
Of the £2.0m, £1.7m relates to historical
unseled commission payable, which
was recorded in 2017 upon completion of
the relevant contracts, which originated in
2013. This balance has been reclassified
from trade payables to provisions
during the year. While the board cannot
forecast with certainty final outcomes
in respect of these obligations, based
on the Group’s current information, the
amount recognised is the current best
estimate of the amount required to sele
the obligations at the balance sheet
date, taking into account the risks and
uncertainties surrounding the obligations,
including interpretation of specific laws
and likelihood of selement. Non-
recurring costs of c£2.5m will be reported
in FY24 regarding the investigation.
As the ultimate potential obligations and
outcomes in relation to the transactions
subject to the internal independent
investigation are uncertain, there
remains a risk that the final outcomes
could materially impact the recognised
balance. It is impracticable to provide
sensitivity estimates of potential
downside variances at this time.
Borrowings and cash
At the Balance Sheet date, the Group
had a revolving credit facility with HSBC
of £30.0 million. The facility also provides
access to a global cash pooling facility in
the UK, Germany and Singapore, which
enables ecient management of liquidity
between its main regional hubs. The
Group operates a pooling arrangement for
cash management purposes and at the
end of the year the Group had net cash of
£6.9 million (2022: net debt £9.3 million).
Retirement benefits
The Group has a defined benefit pension
scheme, which was closed to new
members during FY16. The scheme has
a surplus of £1.1 million (FY22: deficit
£2.1 million), which is recorded on the
Balance Sheet as at 28 February 2023.
The agreed annual scheme-specific
funding, since the triennial valuation as at
March 2020, was a cash contribution of
£0.5 million per annum. As a result of the
net asset position, these contributions
were stopped from March 2023.
Taxation
The Group’s underlying eective tax rate
in relation to continuing operations in
FY23 was a charge of 26% (FY22: 21%),
which is broadly in line with the UK tax
rate in the current year. The increase was
largely driven by a benefit in the prior
year relating to a change in applicable
tax rate to an overseas entity, and
additional non-deductible costs in the
current year.
Capital management
The Group manages its capital structure
and adjusts it in response to changes
in economic conditions and its capital
needs. To maintain or adjust the capital
structure, the Group may adjust the
dividend payment to shareholders, return
capital to shareholders or issue new
shares and debt instruments. The Group
has a policy of maintaining positive cash
balances, whenever possible, which
can be supported by short-term use of
its revolving credit facility. This is drawn
down as required, to provide cover
against the peaks and troughs in our
working capital requirements.
ESOP Trust
During FY23, the Company requested
that SG Kleinwort Hambros Trust
Company (CI) Ltd, as Trustee of the
Company’s ESOP Trust, purchase shares
in Braemar Shipping Services Plc. During
the year a total of 2,795,000 shares
in the Company were purchased by
the Trustee and 1,877,473 shares were
released; as a result, at 28 February
2023, the ESOP held 3,579,630 shares
(FY22: 2,669,603 shares). The total
cash outflow as a result of these share
purchases was £8.0m (FY22: £7.0m).
At FY23 year end, the ESOP contained
sucient shares as are expected to be
needed to cover all current share awards
described in Note 31 of the Financial
Statements.
Financial Review continued
Dividend
The directors are recommending for
approval at the reconvened AGM on
18 December 2023, a final dividend of
8.0 pence per share, to be paid on
9 February 2024. The interim dividend
of 4.0 pence per share in respect of the
six months to 31 August 2022 was paid
4 January 2023. The total dividend of
12.0 pence for the year is covered 3.6
times by the underlying earnings per
share from continuing operations of 43.19
pence. The total cash outflow in respect
of dividends paid during the year ended
28 February 2023 was £3.2m (2022:
£2.1m).
Following a project started during the
year to improve the level of distributable
profits of the Company, it was
discovered that certain dividends paid
between 2016 and 2023 were paid by
the Company without having sucient
distributable reserves from which to
lawfully pay them. Having identified these
issues, to rectify the gap in retained
earnings and the unlawful payment
of dividends, aer the balance sheet
date the Company completed a Capital
Reduction and entered releases from
liability for the benefit of shareholders
and directors. For further details see
Note 12.
Going concern
The strong trading cash flows generated
during the year, combined with the
cash consideration received for the
sale of Cory Brothers on 2 March 2022
have placed the Group in a strong cash
position, with a net cash position at the
year end. The Group will maintain its
prudent approach to working capital
forecasting and credit controls. The
Group’s revolving credit facility was
renewed in November 2022 on largely
similar terms to the previous one it
replaced and provides the seasonal
working capital that is required.
Accordingly, the accounts have been
prepared on a going concern basis.
Grant Foley
Group Chief Financial Ocer
15 November 2023