Michelmersh Brick Holdings Regulatory News (MBH)

Michelmersh Brick Holdings Plc

("MBH", the "Company", or the "Group")

Preliminary results for the year ended 31 December 2022

Strong performance and financial resilience into FY23

Michelmersh Brick Holdings Plc (AIM: MBH), the specialist brick manufacturer and brick-fabricator, reports its preliminary results for the year ended 31 December 2022.

Financial Highlights:

Strategic and Operational Highlights:

· Excellent financial performance in 2022, with adjusted results for the year ahead of market expectations and up on 2021 across all key adjusted financial metrics

· Earnings accretive acquisition of FabSpeed, a leading brick-fabricator and manufacturer of off-site pre-built brick products completed in November 2022 for an initial £6.25m consideration

· Collaboration with partners to affect price increases in the year, mitigating ongoing elevated inflation rates

· Focused management of production efficiency and cost base has maintained EBITDA margins in line with 2021

· Strong, consistent operational cash generation supported capital investment focused on incremental output improvements

· Continued delivery of sustainability targets in first year following publication in 2021 of Sustainability Report and road map to carbon neutrality

· Group cash of £10.6m and undrawn £20m borrowing facility underpin financial resilience, strategic optionality and flexibility to pursue further acquisition opportunities

· Final dividend per share of 2.95p resulting in full year dividend of 4.25p, up 16% on 2021, demonstrating commitment to progressive dividend policy and resilient outlook

Outlook:

· Diverse end markets are expected to underpin resilience with broad customer base from new housing, commercial, architectural specification and repair, maintenance and improvement (RMI) markets

· High quality opening order book for 2023 with order intake momentum continuing in the first quarter of FY23

· Energy price hedging in place with over 90% of our expected requirements secured for 2023, within budget parameters

Commenting on the results, Martin Warner, Chairman of Michelmersh Brick Holdings Plc, said:

"I am very pleased to report on another successful year for the Group, with the ongoing delivery against our strategy supporting our positive 2022 financial performance despite the challenging economic environment.

"We were delighted to announce the acquisition of FabSpeed towards the end of the year and this addition will enable us to strengthen our position as a leading business in both clay and pre-fabricated products.

"We remain mindful that there are significant challenges in the broader economy with elevated inflation and a higher interest rate environment potentially impacting demand across the construction industry. We continue to closely monitor these risks, but we believe in the fundamentals of our strategy of maintaining a broad customer base across multiple end markets and continue to see robust levels of order intake as a result.

"The Group continues to focus on delivering excellent products and customer service and with the resilient fundamentals of our business the Board remains confident in the strategic outlook of the business."

*The Directors believe that adjusted measures provide a more useful comparison of business trends and performance. Adjusted results exclude exceptional items which include costs associated with acquisitions and the amortisation of acquired intangibles. The term adjusted is not defined under IFRS and may not be comparable with similarly titled measures used by other companies. .Adjusted performance results are reconciled with statutory results in the table below.

1 EBITDA is defined as earnings before interest, tax, depreciation and amortisation.

An analyst briefing will be held virtually at 9:30am today. To attend please email michelmersh@yellowjerseypr.com .

The Company also notes that it will be hosting an online presentation to retail investors on Friday 31 March at 10:00am. Those wishing to join the presentation are requested to register via the following link: Meeting Registration .

The information contained within this announcement is deemed to constitute inside information as stipulated under the UK Market Abuse Regulations. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

About Michelmersh Brick Holdings PLC:

Michelmersh Brick Holdings PLC is a business with seven market leading brands: Blockleys, Carlton, FabSpeed, Freshfield Lane, Michelmersh, Floren.be and Hathern Terra Cotta. These divisions operate within a fully integrated business, combining the production of premium, precision-made bricks, pavers, special shaped bricks, bespoke Terra Cotta products and prefabricated brick components. The Group also includes a landfill operator, New Acres Limited, and seeks to develop future landfill and development opportunities on ancillary land assets.

Established in 1997, the Company has grown through acquisition and organic growth into a profitable and asset rich business, producing over 122 million clay bricks and pavers per annum. Michelmersh currently owns most of the UK's premium manufacturing brick brands and is a leading specification brick and clay paving manufacturer.

Michelmersh strives to be a well invested, long term, sustainable, environmentally responsible business. Opportunity, training and security for all employees, whilst meeting the needs of stakeholders are at the forefront of everything we do. We aim to lead the way in producing some of Britain's premium clay products and enhancing our environment by adding value to the architectural landscape for generations to come.

We are Michelmersh Brick Holdings PLC: we are "Britain's Brick Specialist".

Please visit the Group's websites at: www.mbhplc.co.uk and www.bimbricks.com

Joint Chief Executive Officers' Statement

We are delighted to report on another year of significant progress for the Michelmersh Group. These positive full year results have been achieved despite the ongoing period of challenging economic conditions, with heightened inflation, interest rates and negative sentiment from the conflict in Ukraine driving volatility in the utility markets and greater levels of uncertainty in our principal economies. Once again, we would like to thank all our staff for their support and enduring dedication. It is due to their commitment that we have been able to maintain the highest quality production and despatch operations to support our customers and deliver consistent results throughout the year.

Our strategy has focused on sustainable growth through deliberately targeting and maintaining a diverse range of end customers that cover a broad range of applications and channels within the construction industry. The current steady order intake supports a robust order book, which is broadly spread across our key markets of housing, commercial, social and specification projects and RMI (Repair Maintenance and Improvement). Our strategic approach and focus in addressing these diverse end markets underpins our view of the resilience in the business to continue delivering growth as each route to market has differing factors to drive supply and demand fundamentals. We remain very grateful for the longevity and depth of our customer relationships which support this approach and our focus is to provide excellent products and services alongside balancing the needs of all our stakeholders.

Despite the more cautious outlook in the UK and European economies, it is important to note that the production capacity of the UK and European brick manufacturing industry remains well balanced when set against wider demand and as an industry we still have record low inventory volumes of bricks. These sector dynamics remain supportive of our medium-term strategy, despite what is a more uncertain outlook. We have significant strength at the premium end of the brick market in the UK and Benelux regions and brick continues to be the façade material of choice due to its longevity, sustainability and energy efficient qualities in use, low cost and broad aesthetic appeal. As such, the Group continues to focus on manufacturing and delivering the highest quality brick, pre-fabricated building products and paver premium-centric products to our customers. This supports our average selling prices to be consistently at a premium to the wider market and our objective to sell all the products we make, underlining our earnings resilience. The ongoing strength and longevity of our customer relationships was also a key factor in successfully introducing the two measured forecast price increases across our portfolio at the start and middle of the year, as we looked to offset the significant increase in our input costs. The benefit of collaboratively working with clear and measured timetabled price changes underpinned consistent demand from across our customer base throughout the year.

To complement our core brick manufacturing business, we have continued to target carefully selected, value enhancing acquisitions and were delighted to announce the acquisition of FabSpeed at the end of November. FabSpeed is a manufacturer of pre-fabricated building products with a significant focus on bespoke, complex and specialist products, including chimneys, arches, canopies and dormers. We believe that the acquisition is another important step in the strategy for the Group to remain Britain's leading specialist brick manufacturer. Combining FabSpeed with our existing clay product manufacturing business will create a leading player in clay and associated pre-fabricated products, including brick cladding systems, brick clad chimneys and arches. Since completion, we have been delighted with the quality of both the people and assets within the business and are excited about the broader product offering, enhanced routes to market, the complementary customer base and distribution channels that FabSpeed has now brought to the enlarged Group.

Alongside the FabSpeed acquisition, we also took the strategic decision to review the brick making operations at Charnwood. This plant contributed less than 3% of our overall volumes and the specialised nature of the handmade brick process meant that we generated margins and returns that are significantly below our Group strategic targets. Following the review, the Board took the decision that it was the appropriate time to cease brick making operations at Charnwood in December 2022 to focus on the core growth opportunities in the Group. Customer retention was a core consideration and importantly many of the customers had already migrated to alternative Michelmersh and Freshfield Lane products prior to the cessation decision. The expertise we have generated at Charnwood is firmly embedded across the Group and we believe that the strength of our core brands means we will be better placed as a Group to continue our success as a premium brick manufacturer across our UK and European markets. Ceasing brick making operations will also release the quarry site to become surplus to requirements and, with the land already included in the local draft housing plans, we believe this represents the best opportunity to realise value for our shareholders. Going forward, we will use the vacant factory space at Charnwood in the first phase of our growth strategy for FabSpeed as we look to repurpose the site and expand the operations and reach of our acquired pre-fabricated portfolio. This build-out will operate alongside the existing manufacturing operations of our Hathern Terra Cotta range, which is set to remain on-site. This is a trusted brand and leading manufacturer of architectural terra cotta products, which we believe has a strong future in this highly specialised market.

Our 2022 financial performance and strong balance sheet have allowed us to deliver on our core business priorities and equally ensure that we can continue to invest in the Group and have highly efficient manufacturing facilities. During the year we completed the addition to our kiln drying capacity at Carlton and invested in our clamp kilns at Freshfield Lane which will support ongoing production efficiencies at these key sites. At Floren, we completed the construction of a new building to house further automated robot pallet mixing capacity. The Company will continue to invest in projects that address our strategic objectives to expand the manufacturing capacity, support continuous improvements in production efficiency, de-risk processes and deliver long-term sustainability through enhanced reporting and a deliverable sustainability roadmap.

Importantly, our year-end cash position of £10.6m (post the acquisition of FabSpeed) and the undrawn £20m bank facility continue to provide us with both financial resilience and flexibility to continue pursuing and meeting our ongoing strategic objectives.

We remain fully committed to our progressive dividend policy with a full year dividend of 4.25 pence per share underlining our confidence in the positive outlook for the business. All of this leaves us well positioned to deliver further progress in our 2023 financial year and beyond.

Sustainability

As a Group our strategic decision making is focused on the fundamental objective of Michelmersh representing the sustainable face of clay brick manufacturing. Twelve months on from the launch of our Sustainability Report and road map to achieving carbon neutrality, we have had a positive year with the incremental progress we set out in the report, which is monitored and measured by our Sustainability Group.

As we discussed at the half year, we were pleased to win a competitive process to partner with the UK Government on a research project investigating the potential use of hydrogen fuel in the brick manufacturing process. The programme is part of the £1 billion Net Zero Innovation Portfolio ("NZIP") which aims to provide funding for low-carbon technologies by decreasing the costs of decarbonisation. The project represents a flagship study on the feasibility of replacing natural gas with hydrogen in brick manufacturing. The first phase of the project started in the second half of 2022 and was targeted at demonstrating the viability of fuel switching using hydrogen in the clay brick production process at our Freshfield Lane site. The research and development project will continue into 2023 and demonstrates our commitment to investigating a broad range of technological opportunities that target sustainable improvements in our manufacturing processes.

Following the investment in researching the potential for hydrogen alternatives we were delighted to be awarded the "Decarbonisation Trailblazer" at the Delivering Net Zero for British Ceramics Conference. This sector conference held its inaugural event at the end of November. The event aims to highlight the most effective decarbonisation initiatives, crucial to delivering the broader ceramic industry's progress toward reaching Net Zero.

Furthermore, during the second half of the year, we commissioned new solar capacity to be added to the new building at Floren, which in addition to the capacity already in use, will deliver over 50% of the site's electricity requirements from the first quarter of 2023. We have also launched a further solar project in the UK at our Blockleys site as we look to investigate the feasibility of adding solar capacity to our existing buildings. This will continue to deliver positive changes in support of our core focus on achieving the Group's sustainability ambitions. As we look to fuel substitutions, we also received our new electric fork-lift trucks through the first half of the year as our UK operations switched from diesel to electric units.

Award Winning

We were delighted that our high-quality product portfolio was once again recognised in 2022 through our successes at the Brick Development Association ("BDA") industry awards. The 46th BDA awards saw the Group win 7 awards alongside 2 commendations.

Among our awards was recognition for Haworth Thompkins' Neptune Wharf at Fish Island Village in the Urban Regeneration category. Neptune Wharf used Freshfield Lane's clay facing bricks to create a group of mid-rise apartments with homes and workspaces, in a major brownfield regeneration project to rejuvenate a 2012 Olympic fringe area.

Further success came for one of our long-term customers, the quality new housing developer Croudace, who won the prestigious Housebuilder Category. Croudace has established itself as a private housebuilder with a long history of producing high-quality homes and first-class customer service. Croudace has used Freshfield Lane's products on several notable projects, including its Halstead and Lindfield developments, and we were delighted for the award recognition.

As Britain's Brick Specialists, the Group aims to inspire beautiful, comfortable, safe and sustainable architecture that will enhance our built environment for generations to come.

Charity

During 2022, we maintained our focus on the importance of our commitment to supporting charities which align with our culture and values and are central to our Corporate and Social Responsibility ("CSR") ethos. We have developed a strong track record of supporting charities that are important to our staff and this was the third year that we asked our staff to nominate two principal charities for the Group to support. The charities selected were The Lighthouse Construction Project, which is the only charity that provides emotional, physical and financial well-being support to construction workers and their families, and Momentum Children's Charity, which supports families whose children are facing cancer or other life changing conditions. We were delighted to support these two charities, both of whom received donations and were promoted via our social media platform. 

Alongside these two staff chosen charities, we also supported six other charities during 2022 that delivered support to organisations and projects in local areas close to our manufacturing facilities.

Supporting Education

Having supported colleges for many years, the Group officially launched its initiative 'Pledge 100' in 2020 to encourage youth training in skill-based occupations and those embarking on careers in the construction industry. With the industry facing a well-publicised shortage of skilled bricklayers, with gaps in funded support across all sectors of construction, additional assistance is vital to encourage the next generation to apply for construction-focused employment.

We have continued this commitment to training the next generation of bricklayers by donating over 100,000 bricks through our "Pledge 100" initiative. Supporting industry education and training, including bricklayers and architectural design courses, remains one of our core commitments.

Throughout 2022 we supported eleven institutions across the UK through the provision of bricks they need to ensure students can learn the appropriate skills necessary to fulfil their training as bricklayers of the future.

In addition to offering product for students to learn with in practical lessons, we also continued to supply hundreds of copies of the 'Guide to Successful Brickwork', to vocational training courses.

Group Results

As a result of the positive trading performance across the business, the Group delivered strong growth for the 2022 financial year. This was mainly driven by the strength of the organic business but we also benefitted from the five weeks of trading activity following the acquisition of FabSpeed from 23 November 2022.

Financial Highlights

*The Directors believe that adjusted measures provide a more useful comparison of business trends and performance. Adjusted results exclude exceptional items which include costs associated with acquisitions and the amortisation of acquired intangibles. The term adjusted is not defined under IFRS and may not be comparable with similarly titled measures used by other companies. Adjusted performance results are reconciled with statutory results in the table below.

1 EBITDA is defined as earnings before interest, tax, depreciation, and amortisation

The strong revenue performance over the year was predominantly due to two price increases implemented across the portfolio at the start of the year and in July as we looked to offset the significant increase in our input costs, whilst maintaining production volumes in line with our expectations. The acquisition of FabSpeed added £0.7m of revenue and £0.1m of operating profit which was in line with our expectations and continues to perform as we expected.

As a result of the strong revenue growth, operating profit of £11.6m was up 17.2% on 2021 (FY21: £9.9m), and profit before tax of £11.4m was up 17.5% (FY21: £9.7m). As we highlighted at our half year announcement, the impact of the inflationary environment, and most specifically elevated utility costs, impacted our profit margins by around 200 basis points in the first half but, as expected, we ended the year at 24.4%, in line with 2021. The Group's policy is to manage our input costs on a risk-based approach and this process underpinned the visibility of our input costs with over 90% of our energy requirements fixed for the financial year facilitating our ability to manage our profit expectations. We have continued to secure our expected forecast energy volumes and have entered contracts which are again in place for over 90% of our expected requirements in 2023, with further contracts into 2024 and 2025 in line with this approach. These results and strategy underline the Company's continuing success of managing our operational efficiency to maximise our financial returns, whilst importantly maintaining and prioritising a close relationship with our loyal customers.

Additionally, our positive profit and earnings metrics reflect the increased depreciation costs of £0.3m in FY22, which is a result of the increased value of our well-invested manufacturing facilities and the investment made in new electric fork-lifts across our sites. The benefit of paying down the last of our borrowings, with the final payment of £0.8m in the first half of this financial year, maintained finance costs of £0.2m (FY21: £0.2m) despite the higher interest rate environment across the financial year. 

On a reported basis, the results include the impact of the amortisation of acquired intangibles and, on an adjusted basis to remove the impact of these items, adjusted EBITDA of £16.7m (FY21: £14.7m) is ahead by 13.6% against FY21. This was at an adjusted EBITDA margin of 24.4%, reflecting the successful management of the impact from the volatile utility cost environment to deliver a margin in line with 2021.

After a tax charge of £2.5m (FY21: £3.6m), the Group recorded a profit for the year after tax of £8.9m (FY21: £6.1m). The tax rate of 22% (FY21: 36.8%) reflects our blended effective Group tax rate for the full year as we operate in the UK (19%) and Belgium (25%). The reduction from 36.8% from 2021 is as a result of 2021 including the impact from the adjustment of the Group's net deferred tax liabilities following the change announced in the 2021 Budget that will increase the standard rate of UK corporation tax from 19% to 25% effective from 1 April 2023. 

Basic earnings per share increased by 44.8% to 9.41p (FY21: 6.50p).

The table below (Adjusted Performance measures) provides a clear reconciliation of the adjusted performance to the reported numbers.

a Includes adjustments to exclude amortisation of acquired intangibles

Net Cash and Working Capital

Cash generated from operations for the year was £19.7m, compared to £15.8m in 2021, benefiting from the consistent positive trading through the year and maintaining our regular and efficient working capital cycle. Operating cash conversion from adjusted EBITDA was 117.9% compared to 107.5% in 2021 once again reflecting the consistent quality of the fundamental cash generating ability of the business. 

At the year end the Group had net cash before lease liabilities of £10.6m (2021: £8.5m; debt of £0.8m). As we indicated during our half year results, the Group repaid the remaining Group borrowings with the early repayment of the final £0.8m of debt in Floren which was the remaining portion of debt from the 2019 acquisition. In addition to our growing cash position, our £20.0m Sterling and Euro denominated bank facility remains undrawn (2021: £20.0m) and is committed to 22 December 2025, following the exercise in November of the first of our two 1-year extension options.

As we enter 2023, the cash generating fundamentals of the Group, its net cash position and strong balance sheet provide us with the capacity to continue to invest in the business to support both capital initiatives and our commitment to maintaining our progressive dividend policy. Importantly, the strength of our balance sheet provides us with significant confidence in our financial stability as we continue to trade in a more uncertain economic environment.

Our long-term policy is to maintain a strong financial position and keep the ratio of net debt to adjusted EBITDA comfortably under two times.

Purchase of own shares

At the end of 2021, we announced our programme to fund the purchase of our own shares, through an 'Employee Benefit Trust' ("EBT"), in order to meet the future obligations of the LTIP and SAYE schemes and during the year we have purchased 1,335,114 shares for total consideration of £1.5m. Alongside, we launched a share buyback programme at the end of November to reduce the share capital of the Group in order to return value to shareholders; as at 31 December 2022 the Group had purchased 60,000 shares for a total consideration of £0.05m.

Acquisition and integration of FabSpeed

We completed the acquisition of FabSpeed on 23 November for a total cash consideration of £6.4m, comprised of £6.25m of initial consideration after adjusting for the level of working capital at completion of £0.15m. There is potential for an additional deferred consideration of up to £2m, payable in cash, based on achieving future adjusted EBITDA growth targets over the two financial years following completion.

Property, plant and equipment

Capital expenditure in the year highlights our commitment and focus in maintaining efficient manufacturing facilities whilst focusing on delivering against our sustainable road map. The principal expenditure was focused on the completion of our kiln drying capacity at Carlton which will support ongoing production efficiency at this key site. Alongside, we have invested in our clamp kilns at Freshfield Lane to improve operational efficiency. Additionally, whilst we completed the new road at Telford in 2021 to facilitate the release of the remaining mineral reserves at Blockleys to support the long-term operations, we have completed some ancillary drainage works to enable the release of some of the land for alternative use; selling surplus investment land remains an important pillar of our lifetime revenue sources. At Floren, we completed the construction of a building to house automated robot pallet mixing equipment and importantly the roof will be utilised to add additional solar capacity at the start of 2023. Reflecting this broader focus on sustainability we continued to roll-out our new fleet of electric fork-lifts across our sites as we prioritise switching to sustainable solutions where the current available technology provides viable alternatives.

Dividend

The Board is pleased to continue to commit to our progressive dividend policy reflecting a balanced approach to generating and returning value to our shareholders, and as such, the Board is recommending a final dividend of 2.95 pence per share (FY21: 2.50 pence per share), which, together with the 1.30 pence per share interim dividend (FY21: 1.15 pence per share), gives a total dividend of 4.25 pence per share (FY21: 3.65 pence per share), up 16.4% on last year. The proposed dividend will be paid on 12 July 2023 to members on the register on 9 June 2023 with shares being marked ex-div on 8 June 2023. 

Outlook

We are proud of our track record of consistently delivering against our strategic targets of overseeing well-maintained and efficient operations that manufacture the highest quality premium brick products for our customers. Our resilient medium-term outlook is underpinned by the quality of our product portfolio and the strength of our customer and distributor relationships and, as a result, we enter 2023 with a high-quality forward order book, deliberately covering a breadth of end market channels from RMI, housing to commercial, social and specification projects, now further expanded by FabSpeed.

Despite the ongoing challenging market conditions, we remain well placed at the premium end of the brick market in the UK and Benelux markets. The long-term fundamentals of these markets are positive, with brick continuing to be the façade material of choice due to its longevity, sustainability and energy efficient qualities in use, low cost and broad aesthetic appeal, whilst equally, available brick stocks remain at historic lows.

Importantly, the strength of our balance sheet provides us with financial resilience and also flexibility to pursue further acquisition opportunities where they meet our commercial and financial criteria as we target attractive opportunities that complement our existing portfolio.

As we enter 2023, the ongoing higher inflation environment continues to provide an uncertain backdrop as we look to manage our supply chain and input costs. Given the high energy requirements for brick manufacturing, our energy price hedging policy remains incredibly important to ensure that we are well placed to manage the impact of utility price volatility over the medium term, with our requirements again materially hedged at over 90% for 2023 with further contracts into 2024 and 2025. We remain focused on mitigating these risks through maintaining appropriate portfolio pricing, and in collaboration with our customers we introduced our standard timetabled price increase at the start of January 2023.

Following the acquisition in November, FabSpeed will be earnings accretive in its first full financial year being part of the Group with expected revenue and profit in line with its historic performance before we move into the first phase of our growth strategy commencing with the build-out of the existing space at our Charnwood facility. Given FabSpeed's historically lower profit margins the Group will see some EBITDA margin percentage dilution over the short term as we work in collaboration with our customers to ensure robust forward demand in our core end markets and move to prioritise targeting earnings growth over the medium term to balance the requirements of our stakeholders.

The Group continues to prioritise a quality forward order book derived from our diverse and broad loyal customer and distributor relationships supported by demand from across the social and specification housing, RMI and commercial sectors. With elevated inflation and higher interest rates potentially impacting demand for our products, we believe the quality fundamentals in our business will provide resilience and we are well placed to continue our strategic progress through 2023 and beyond.

Frank Hanna and Peter Sharp

Joint Chief Executive Officers

Consolidated Income Statement

for the year ended 31 December 2022

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2022

Consolidated Balance Sheet

as at 31 December 2022

for the year ended 31 December 2022

Consolidated Statement of Cash Flows

for the year ended 31 December 2022

NOTES TO GROUP PRELIMINARY STATEMENT

1. Accounting Policies

The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under accounting standards as adopted for use in the UK.

The consolidated financial statements are presented in sterling and all values are rounded to the nearest thousand ("£000") except where otherwise indicated.

2. Financial Information

The financial information set out in this Preliminary Announcement does not constitute the Group's statutory financial statements for the years ended 31 December 2022 or 2021. The financial information has been extracted from the Group's statutory financial statements for the years ended 31 December 2022 and 2021. The auditors have reported on those financial statements; their report was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

The statutory accounts for the year ended 31 December 2022 will be filed with the Registrar of Companies following the Company's Annual General Meeting. The statutory accounts for the year ended 31 December 2021 have been filed with the Registrar of Companies. The report of the auditors on those statutory accounts was also unqualified, and also did not contain a statement under section 498(2) or (3) of the Act.

3. Earnings Per Share

Basic

The calculation of earnings per share from continuing operations based upon the profit for the year of £8,877,000 (2021: £6,129,000) and 94,467,688 (2021: 94,305,964) weighted average number of ordinary shares.

Diluted

The calculation of diluted earnings per share from continuing operations based upon the profit for the year of £8,877,000 (2021: £6,129,000) and 96,444,459 (2021: 97,684,101) weighted average number of ordinary shares.

4. Dividend

The Board has recommended a final dividend for the year of 2.95 pence per share, to be paid on 12 July 2023 to shareholders whose names appear of the register of members at the close of business on 9 June 2023. 

5. Annual Report and Accounts

Copies of this announcement are available and the Annual Report will be available in due course on the Group's website www.mbhplc.co.uk and from the Company's registered office at Freshfield Lane, Danehill, Haywards Heath, West Sussex RH17 7HH.