Company Announcements

The following replaces the Final Results and Annual Accounts for the year ended 31 December 2023 and Notice of AGM announcement released on 25 April 2024 at 7:00 under RNS No 9318L.

As previously released the announcement contained elements of draft text and draft figures.

The full amended text is shown below.

The Tanfield Group Plc

("Tanfield" or "the Company")

Final Results and Annual Accounts for the year ended 31 December 2023 and Notice of AGM

Tanfield Group Plc, a passive investing company as defined by AIM Rules, announces its final results and annual accounts for the year ended 31 December 2023.  Posting of the Annual Report & Accounts to shareholders who have not elected to receive them electronically will take place by Friday 26 April 2024 and will be made available on the Company website at www.tanfieldgroup.com shortly.

Tanfield announces that its Annual General Meeting will be held at 4:00p.m. (UK) time on 13 June 2024 at Weightmans LLP, 1 St James' Gate, Newcastle upon Tyne, NE1 4AD. Posting to shareholders of the Notice of Annual General Meeting circular, including information on the resolutions, will take place by Friday 26 April 2024 and will be made available on the Company website at www.tanfieldgroup.com shortly.

For further information:

Tanfield Group Plc

Daryn Robinson                                                                                                    020 7220 1666

WH Ireland Limited - Nominated Advisor / Broker

James Joyce / Andrew de Andrade                                                                  020 7220 1666

HIGHLIGHTS

·      The valuation of the Company's 49% interest in Snorkel International is maintained at £19.1m.

·      The US Proceedings (described further below) are ongoing with a jury trial currently expected to take place in early 2025.

·      At 31 December 2023, after repaying all borrowings, the Company had cash of £3.5m and approximately £3.4m as at the date of this report.

STRATEGIC REPORT

CHAIRMAN'S STATEMENT

The Company's main investment, Snorkel International Holdings LLC ("Snorkel International"), continued to see an increase in sales following the decline caused by the impact of Covid-19.  Furthermore, a sizeable improvement to the gross profit margin has been noted in 2023.  The Board continues to closely monitor performance and is hopeful that 2024 will continue to see an increase in sales. 

Following Tanfield's 51% joint venture partner Xtreme Manufacturing LLC ("Xtreme"), via its subsidiary SKL Holdings LLC ("SKL") and Snorkel International, filing a Summons and Complaint (the "US Proceedings") against the Company and its subsidiary HBWP Inc ("HBWP"), the Board remains disappointed that an amicable resolution has not been possible.  The US Proceedings are therefore ongoing and the Board continues to seek advice and vigorously defend its position. 

As a result of the issues arising from the US Proceedings, it became necessary for Tanfield to issue and serve a claim against the Company's former solicitors acting for the Company at the time of the Snorkel transaction in 2013 in the English High Court (the "UK Proceedings").  In October 2022, the Board announced that the UK Proceedings had been settled on a no-fault basis which saw the Company receive £6.9m.

The investment in Smith Electric Vehicles Corp. ("Smith") continues to be held at nil value.

NON-EXECUTIVES' REVIEW

Background

The Company is defined as an investment company with two passive investments. This definition resulted from the disposal of the controlling interest in Smith in 2009 and the formation of a joint venture between Tanfield and Xtreme relating to the Snorkel division in October 2013 (the "Joint Venture").  Tanfield currently owns 5.76% of Smith and 49% of Snorkel International.

OVERVIEW

Snorkel International

Tanfield continues to retain an investment in Snorkel International (currently valued at £19.1m, 2022: £19.1m) consisting of a 49% interest and a preferred interest position, incorporating a Priority Amount and a Preferred Return (collectively the "Preferred Interest"), which it has held since the Joint Venture was established in October 2013.

Since the injection of working capital following the Joint Venture, Snorkel achieved increased year on year sales levels however, during 2020 the impact of the Covid-19 pandemic saw the first reduction of sales. A summary of sales (unaudited) and the operating profit/(loss) (unaudited), excluding depreciation is shown below:

In the first 9 months of 2023, Snorkel has seen its sales increase by 11% to $145m compared to the same period in 2022 (first 9 months of 2022: $131m), with an operating profit, excluding depreciation of $2.38m (first 9 months of 2022: loss of $8.8m).  This largely resulted from the sizeable improvement in gross profit margin to 12.9%, up from only 4.6% at the end of the first 9 months of 2022.

The Board is not aware of any market factors and have not been made aware of any specific reason why sales growth and gross profit margin improvements for the full 2023 year should not be achieved.  The Board is also not aware of any reason why the current trend should not continue in 2024.

In October 2019, the Board received the US Proceedings, in which Xtreme, via its subsidiary SKL and Snorkel International, allege that Tanfield has refused to comply with its contractual obligations by not agreeing to sign over its interest in Snorkel International for £nil consideration.  It is the Board's belief that the intent of Tanfield, its non-conflicted directors at the time and its shareholders, as well as the contractual terms, require that the Preferred Interest is paid to the Company before its 49% holding in Snorkel International can be acquired.  Notwithstanding that, in the Board's opinion, payment of the Preferred Interest is a clear requirement described in the Circular that was distributed to shareholders in advance of shareholders approving the transaction, Xtreme allege that this was not their intent or understanding of the transaction despite both they, and their advisers, reviewing and commenting on the Circular prior to its distribution.  They also allege that they do not believe payment of the Preferred Interest is a requirement of the contractual agreements.

The position of Xtreme, which is the premise of the US Proceedings, is that while they accept that Tanfield received a 49% interest in Snorkel International and an adjusted priority amount of $22.5m (adjusted from the headline $50m value detailed in the Circular, and with interest accruing) in exchange for contributing the entire Snorkel division, including all its assets and intellectual property, to the Joint Venture, and gave Xtreme a 51% controlling interest, they allege that because Snorkel International, under Xtreme's control, failed to achieve a 12 month EBITDA of $25m prior to 30 September 2018, that Tanfield's $22.5m adjusted Priority Amount, plus accrued interest, simply disappeared; allowing Xtreme to acquire Tanfield's 49% interest for £nil consideration.

In summary, it is alleged by Xtreme that the terms of the transaction were such that after (a) Tanfield contributed all of the assets and intellectual property of its Snorkel division to the Joint Venture, which Snorkel's own tax returns declare as having a net fair market value of $45.5m, (b) Tanfield conceded management control of the Snorkel division to Xtreme, (c) Xtreme ran the business as it saw fit for approximately 5 years and Snorkel International failed to achieve an annualized $25m EBITDA, (d) Tanfield's value disappears completely and Xtreme can take 100% ownership of Snorkel International without paying any consideration to Tanfield.

The Board vigorously deny that this was the intent of the parties, or the meaning of the contractual agreements.  It would have made no commercial sense to contribute the considerable value, trade and assets of the Snorkel division, which both parties agreed from the outset was fundamentally a viable company, while also relinquishing control of the division, to then receive no consideration for the considerable value contributed to the Joint Venture, because the controlling party failed to achieve the target. The Board therefore continues to seek advice and vigorously defend its position. 

Despite the allegations, which the Board believe are without merit, the Board is currently of the opinion that the investment in Snorkel International will result in a return to shareholders in the future but would like to draw your attention to the "Valuation of Snorkel International holding" below and the critical accounting estimates and key judgments which further explain the potential risks.

The US Proceedings have continued to progress during 2023 and a jury trial is currently expected to commence in early 2025.

Further updates in relation to progress and timing will be provided as and when appropriate.

Valuation of Snorkel International holding: £19.1 million (2022: £19.1 million)

On 30 September 2018 the fixed terms of the agreement came to an end. In summary, if the trailing 12 month EBITDA had reached $25m by 30 September 2018, this would have triggered payment of the Preferred Interest, valued at £19.1m, which once paid, would have allowed the Company to exercise its put option, compelling the purchase / sale of Tanfield's remaining holding in Snorkel International.  As a $25m trailing 12 month EBITDA was not reached by the deadline, the put option expired. Tanfield retains a 49% interest in Snorkel International and, in the Board's opinion, the Preferred Interest, but it can no longer compel Xtreme to pay the Preferred Interest and acquire its 49% interest.  The Board therefore remains of the opinion that the Preferred Interest is the minimum payment required under the terms of the contractual agreements for Xtreme to acquire Tanfield's interest and that this is therefore an appropriate basis for determining the value the investment is to be carried at.

As the US Proceedings have been brought against Tanfield, it is evident that Don Ahern, the owner of Xtreme, wishes to own 100% of Snorkel International. However, based on statements within the US Proceedings, it is evident that Don Ahern does not believe he should have to pay anything in order to acquire Tanfield's 49% of Snorkel International.  One possible outcome is that Tanfield continues to hold its 49% interest for the foreseeable future however, the Board does not believe such a scenario would be in the best interest of shareholders given the action taken by Don Ahern against the Company and, should it become necessary, would consider options that may assist in moving from this position.

Due to the risks involved with the ongoing different opinions regarding the contractual agreements, it is possible the actual realisation of value could be less, or more, than the current valuation. A number of factors could influence the valuation of Snorkel International between now and a potential realisation date, including the outcome of all relevant legal proceedings, Xtreme's negotiating stance and the exchange rate at the time of any realisation.

Due to these inherent uncertainties, the Board is unable to determine whether the actual outcome will be less than the current valuation of £19.1m, which it believes is underpinned by the value of the Preferred Interest, so feel the valuation of £19.1m should be maintained. This valuation has been assessed against various criteria, including exchange rate fluctuations. The Board would like to draw the reader's attention to the critical accounting estimates and key judgments which further explain the uncertainty.

Smith

In October 2014 Smith completed a restructuring exercise that saw it convert debt to equity.  As a result of this, they informed the Company that its equity shareholding had reduced from 24% to 5.76% (excluding warrants).

Since then, Smith has sought to raise funds which would allow it to implement its strategic plan.  To date, no significant fundraise has been completed and the Board of Tanfield does not foresee this happening in the immediate future.

Valuation of Smith holding

In 2015, the Board of Directors carried out a review of the investment in Smith resulting in a decision to impair the investment value to £nil.

The Board understand that Smith has not been trading in recent years and as Smith are unable to provide any certainty on its future, the Board maintains its opinion that the investment value should be held at £nil.

Strategy of Tanfield Board of Directors in relation to its Investments

The Board believes its investment in Snorkel International will result in a return of value to shareholders but cannot predict the timeframe for such a return. With regard to Smith, due to the ongoing uncertainty, the Board is unable to say, at this time, whether it will result in a return of value to shareholders. The Directors will update shareholders should this view change.

The strategy of the Company in relation to these investments is to return as much as possible of any realised value to shareholders as events occur and circumstances allow, subject to compliance with any legal requirements associated with such distributions.  The Board will continue to fulfil its obligation to its shareholders in seeking to optimise the value of its investments. 

The investments are defined as passive investments and in line with this definition as Tanfield does not hold Board seats in either Snorkel International or Smith. There is no limit on the amount of time the existing investments may be held by the Company.

Finance expense and income

Interest and borrowing costs of £nil was incurred in the period (2022: £565k) and interest income of £123k (2022: £16k) was received on bank balances.

Profit/loss from operations

The loss from operations was £454k (2022: profit £5,495k).  The main difference being the £6.9m no-fault settlement received, net of associated legal costs, in 2022 which related to the UK Proceedings.

Profit/loss per share

Loss per share from continuing operations was 0.20 pence (2022: profit 3.04 pence).  No dividend has been declared (2022: £nil).

Cash

At 31 December 2023, the Company had cash of £3.5m (2022: £3.8m) and approximately £3.4m as at the date of this report.

Risks and uncertainties                                                                  

There is no guarantee if and when a realisation of value from one of the investments will happen, or of the costs associated in securing a realisation, and the Board will closely monitor progress. It recognises that its investments have a level of risk associated with them and is somewhat reliant on their continued performance within their markets.  However, the Board believes that the Company has sufficient cash reserves to fully defend its position in the US Proceedings. 

Section 172: Companies Act Statement

The Board takes seriously its duties towards a wide range of stakeholders and acts in a way to ensure that its decision making promotes the success of the Company for the benefit of these stakeholders in accordance with Section 172. The Board's ability to do this is as a result of the Company status - as an investment Company it has no employees or customers and its activities have no impact on the wider community and environment. The statements below provide further information as to how the directors have had regard to the relevant matters.

The likely consequences of decisions in the long term.  As discussed earlier in this report, the sole aim of the Board is to maximise the return to shareholders through its investment holdings.  This is of necessity a short-term focus, and the financial outcome will determine the future position and strategy of the Company.

The need to foster the Company's business relationships with suppliers and the desirability of the Company to maintain a reputation for high standards of business conduct.  Engagement with suppliers is a key part of the business as the Board looks to bring a resolution to its investment position. Therefore, we are selective in the suppliers we choose to work with, demonstrating the Board's commitment to maintaining high standards of business conduct and professionalism.

The Annual General Meeting is the principal forum for shareholders, and we encourage all shareholders to attend and participate.  The notice of the meeting is sent at least 21 days before the meeting. The Chairman of the Board and other directors, where possible, are present and are available to answer questions raised by shareholders. The Board ensure regular communications are made to all shareholders via periodic RNS announcements.

KPI's

The Board do not use any KPI's to monitor the performance of the business.

Approved by the Board of Directors and signed on behalf of the Board

Daryn Robinson

Chairman

24 April 2024

DIRECTORS' REPORT

The directors submit their report and the financial statements of Tanfield Group Plc for the year ended 31 December 2023. Tanfield Group Plc is a public listed company incorporated and domiciled in England and quoted on AIM.

PRINCIPAL ACTIVITIES

The Company's principal activity is that of an investment company.

INVESTING POLICY

The holdings in Snorkel International Holdings LLC and Smith Electric Vehicles Corp. are passive investments. It is the intention that where distributions or realisations of such holdings are made (or there is a receipt of marketable securities) that these are distributed to shareholders, subject to compliance with any legal requirements associated with such distributions. There is presently no anticipated limit on the amount of time the holdings are to be held by the Company. The Company does not have and will not make any cross holdings and does not have a policy on gearing.

RESULTS AND DIVIDENDS

The financial result for the year to 31 December 2023 reflects the principal activity of the company being that of an investment company.

Turnover for the year was £nil (2022: £nil). The loss from operations in the year of £454k (2022: profit £5,495k) arose from operating costs.

The statement of financial position shows total assets at the end of the year of £22.6m (2022: £23.0m). Net Current Assets were £3.5m (2022: £3.8m) with cash balances of £3.5m (2022: £3.8m). The directors believe that the Company has sufficient cash to allow it to continue for a period of more than 12 months from the date of this report.

No dividend has been paid or proposed for the year (2022: £nil). The loss of £331k (2022: profit £4,946k) has been transferred to reserves.

FINANCIAL INSTRUMENTS

The Company's financial instruments comprise cash, non-current investments, current receivables and current payables arising from its operations. The principal financial instruments used by the Company during the year are cash balances. The Company has not established a formal policy on the use of financial instruments but assesses the risks faced by the Company as economic conditions and the Company's operations develop.

DIRECTORS

The present membership of the Board is set out on the company website.

The directors' do not currently have a right to acquire shares in the company via the exercise of options as all past options have either been exercised or lapsed.  Details of the directors' remuneration and incentives are set out in the Directors' Remuneration Report.

POLICY ON PAYMENT OF CREDITORS

It is Company policy to agree and clearly communicate the terms of payment as part of the commercial arrangements negotiated with suppliers and then to pay according to those terms based on the timely receipt of an accurate invoice.  The Company supports the CBI Prompt Payers Code.  A copy of the code can be obtained from the CBI at Centre Point, 103 New Oxford Street, London WC1A 1DU.

Trade creditor days based on trade payables at 31 December 2023 were 12 days (2022: 3 days).

SUBSTANTIAL SHAREHOLDINGS

On 31 December 2023 the following held substantial shares in the company.  No other person has reported an interest of more than 3% in the ordinary shares.

DIRECTORS' INTEREST IN CONTRACTS

No director had a material interest at any time during the year in any contract of significance, other than a service contract, with the Company or any of its subsidiary undertakings.

AUDITOR

A resolution to reappoint RSM UK Audit LLP as auditor will be put to the members at the annual general meeting. RSM UK Audit LLP has indicated its willingness to continue in office.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR

The directors in office on the date of approval of the financial statements have confirmed that, as far as they are aware, there is no relevant audit information of which the auditor is unaware. Each of the directors has confirmed that they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.

DIRECTORS INDEMNITY

Every Director shall be indemnified by the Company out of its own funds.

Approved by the Board of Directors and signed on behalf of the Board

Daryn Robinson

Chairman

24 April 2024

CORPORATE GOVERNANCE

All members of the board believe strongly in the value and importance of good corporate governance and in our accountability to all of Tanfield's stakeholders, including shareholders and suppliers.

The corporate governance framework which the company operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the board believes are proportional to the size, risks, complexity and operations of the business and is reflective of the company's values. Of the two widely recognised formal codes, we have adopted the Quoted Companies Alliance's (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26).

The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the board judges these to be appropriate in the circumstances.

Principle 1

Business Model and Strategy

Tanfield Group is a passive investment Company with investments in Snorkel International and Smith.  As a passive investment Company, we do not have operational control or input into these investments. It is the intention that where distributions or realisations are made that these are distributed to shareholders, subject to compliance with any legal requirements associated with such distributions.

Principle 2

Understanding Shareholder Needs and Expectations

The Board is committed to maintaining good communication with its shareholders and the Company endeavours to keep shareholders informed via its public announcements. The Board believes that it has successfully engaged with shareholders to date, keeping them abreast of the Company's strategy and progress.

Principle 3

Stakeholder and Social Responsibilities

As a passive investment Company, the Board recognises that its stakeholders are limited to external stakeholders (which includes its investments), with the exception of the Directors, and are therefore not as extensive as many operational businesses.  The Company maintains a dialogue with its external stakeholders as appropriate and as the need arises. Whilst we are a passive investment Company, we still consider it important that our behaviour is socially responsible and we will endeavour to be accountable for our actions, be transparent about our activities, operate in an ethical, professional and responsible manner, be mindful of our stakeholder interests, respect the rule of law and respect human rights in whatever we do.

Principle 4

Risk Management

The Board is mindful of and monitors its corporate risks. The main risks the business faces are that the investments may not achieve their operational goals, resulting in no realisation event and the potential for disputes with the controlling shareholders as to the terms of a realisation event should one occur. As a passive investment company, the Board is not able to influence the decision making or strategy of the investment companies and so its ability to mitigate some risks Is limited.

Principle 5

Board Structure

The Company operates as a passive investment company and has put in place a board structure that can best provide the strategic advice, leadership and continuity required. The board structure consists of two non-executive directors, Daryn Robinson and Martin Groak, both sitting on the PLC Board. During the year there were four board meetings, all fully attended, that took place.

Principle 6

Board Composition, Experience and Dynamics

The Board considers the Board composition in terms of skills, experience and balance. Its committees seek external expertise and advice where required. With only two Board members, due to the limited activities of the Company, Board cohesion is paramount and this is regularly reviewed. The Board members have held roles and directorships in other publicly listed companies where they have gained a wealth of financial and public market experience which collectively has provided them with the balance of skills and expertise to deliver the business strategy.

Principle 7

Board Evaluation

The Board considers evaluation of its committees and individual directors to be an integral part of corporate governance to ensure it has the necessary skills, experience and abilities to fulfil its responsibilities. To ensure the skills and knowledge of the Board are kept up to date, it works with its Nominated Advisor & Broker, Auditor and Solicitor to ensure that any relevant new or amended accounting standards and interpretations, AIM rules or Companies Act legislation are fully understood and implemented.

Principle 8

Corporate Culture

The Board recognises that a corporate culture based on sound ethical values and behaviours is an asset. In accordance with the Company's stated social responsibilities it endeavours to conduct its business in an ethical, professional and responsible manner. As the Company has no control over operational matters relating to its investments, it is unable to influence the values and behaviours directly but it supports a culture of dealings with both shareholders and investee companies with integrity and respect.

Principle 9

Governance Structure

The PLC Board, which as a passive investment Company consists of two non-executive directors, have the responsibility of monitoring the Company investments to ensure that, where distributions or realisations are made, these can be distributed to shareholders, subject to compliance and any legal requirements associated with such distributions. Due to the nature of the business, executive directors and an operational Board are not deemed necessary and therefore the non-executive directors are deemed not to be independent.

Principle 10

Stakeholder Communication

The Board is committed to maintaining good communication and having constructive dialogue with all of its stakeholders, including shareholders, providing them with access to information to enable them to come to informed decisions about the Company. The Company's website provides all required regulatory information as well as additional information shareholders may find helpful.

An explanation of the approach taken in relation to each of the QCA Code principles can also be found on the Company's website www.tanfieldgroup.com/about#governance.

The board considers that it does not depart from any of the principles of the QCA Code.

Going Concern

The directors are satisfied that the Company has sufficient cash to continue for a period of 12 months from the date of this report.  For this reason, they continue to adopt the going concern basis in preparing the financial statements. 

Daryn Robinson

Chairman

24 April 2024

DIRECTORS' REMUNERATION REPORT

Remuneration committee

The company has established a Remuneration Committee which is constituted in accordance with the recommendations of the QCA Code.  The members of the committee during the year were D Robinson and M Groak and the committee was chaired by D Robinson.

Remuneration policy

There were four main elements of the remuneration packages for directors:

·      Basic annual salary (including directors' fees) and benefits;

·      Annual bonus payments;

·      Share option incentives; and

·      Pension arrangements.

Basic salary

The basic salary of the directors is reviewed annually having regard to the commitment of time required and the level of fees in similar companies. Non-Executive Directors are employed on renewable fixed term contracts not exceeding three years.

Annual bonus

The committee established the objectives which must be met for each financial year if a cash bonus was to be paid. The purpose of the bonus was to reward directors for achieving above average performance which also benefits shareholders.

Share options

The directors had options granted to them under the terms of the Share Option Scheme which, as at the date of this report, have expired. No new share options have been granted as at the date of this report.

Pension arrangements

One director was a member of a money purchase pension scheme to which the company contributed.

Directors interests

The interests of directors holding office at the year end in the company's ordinary 5p shares at 31 December 2023 and 31 December 2022 are shown below:

The directors, as a group, beneficially own 0.6% of the company's shares.

As at the date of this report, no director has any remaining right to acquire shares in the company via the exercise of options granted under the terms of their service contracts, copies of which may be inspected by shareholders upon written application to the company secretary.

Daryn Robinson

Chairman

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year.  Under that law and the AIM Rules of the London Stock Exchange the directors have elected to prepare the financial statements of the company in accordance with applicable law and UK-adopted International Accounting Standards.

The financial statements are required by law and UK-adopted International Accounting Standards to present fairly the financial position and performance of the company. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.  

In preparing the financial statements, the directors are required to:

a.        select suitable accounting policies and then apply them consistently;

b.        make judgements and accounting estimates that are reasonable and prudent;

c.         state whether they have been prepared in accordance with UK-adopted International Accounting Standards;

d.        prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Tanfield Group Plc website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

a The share premium account represents amounts subscribed for share capital in excess of nominal value, net of directly attributable share issue costs.

b The merger reserve has arisen on the legal acquisition of subsidiary companies.

c The special reserve relates to a previous reclassification of the share premium account.

d The retained earnings represents the accumulated retained profits and losses less dividend payments.

ACCOUNTING POLICIES

(i)   Basis of preparation of the financial statements

Tanfield Group Plc is a public company incorporated in England and quoted on AIM. These financial statements have been prepared on the going concern basis in accordance with applicable law and UK-adopted International Accounting Standards. The financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and liabilities measured at fair value.

The financial statements present the company accounts only and have not been consolidated as the company is deemed to be an investment entity under IFRS 10. The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest thousand.

The preparation of the financial statements requires management to exercise its judgement in the process of applying the company's accounting policies.  The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below in "Critical accounting estimates and key judgements".

The financial information does not include all information required for full annual financial statements and therefore does not constitute statutory accounts within the meaning of section 435(1) and (2) of the Companies Act 2006 or contain sufficient information to comply with the disclosure requirements of UK-adopted International Accounting Standards. These should be read in conjunction with the Financial Statements of the Group for the year ended 31 December 2023 which were approved by the Board of Directors on 24 April 2024. The report of the auditors for the year ended 31 December 2023 was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

(ii) Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future. At 31 December 2023 the Company had cash balances of £3.5m (2022: £3.8m) and approximately £3.4m as at the date of this report.

The Board believes that it has sufficient cash funds to continue for more than 12 months from the date of this report.  While there is no guarantee if and when a realisation of value from one of the investments will happen, the Board believes it has sufficient cash funds to see the US Proceedings reach a conclusion at some point in the future.  Having taken the uncertainties into account the Board believes it is appropriate to prepare the financial statements on the going concern basis.

(iii) Foreign currencies

Transactions in currencies other than sterling, the functional currency of the company, are recorded at the rates of exchange prevailing on the dates of the transactions. At each statement of financial position date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the statement of financial position date.

Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.

Gains and losses arising on retranslation are included in the income statement for the period, except for exchange differences on non-monetary assets and liabilities, which are recognised directly in retained earnings.

(iv) Retirement benefit cost

The company operates a defined contribution pension scheme and pays contributions to an externally administered pension plan. The company has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense in the period in which they fall due.

(v) Financial instruments

Recognition of financial assets and financial liabilities

Financial assets and financial liabilities are recognised on the Company's statement of financial position when the Company has become a party to the contractual provisions of the instrument.

Financial assets

Investments

Investments in equity instruments are included at fair value with fair value gains and losses recognised in profit or loss.

Trade and other receivables

Financial assets within trade and other receivables are initially recognised at fair value, which is usually the original invoiced amount and are subsequently carried at amortised cost less provisions made for impairment.

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

An impairment loss is recognised for the expected credit losses on receivables when there is an increased probability that the counterparty will be unable to settle an instrument's contractual cash flows on the contractual due dates, a reduction in the amounts expected to be recovered, or both.

Impairment losses and any subsequent reversals of impairment losses are adjusted against the carrying amount of the receivable and are recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand less short-term bank overdrafts.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds received.

Trade and other payables

Financial liabilities within trade and other payables are initially recorded at fair value, which is usually the original invoiced amount, and subsequently carried at amortised cost.

(vi) Segmental reporting

In accordance with IFRS 8 operating segments are determined on the basis of information reported to the chief operating decision-maker for decision-making purposes.  The Company considers that it only has one segment and that the role of chief operating decision-maker is performed by the Tanfield Group Plc's board of directors.

Accounting standards, interpretations and amendments to published accounts

During the year ended 31 December 2023, the Company has not adopted any new IFRS, IAS or amendments issued by the IASB, and interpretations by the IFRS Interpretations Committee, which have had a material impact on the Company's financial statements.

New and amended standards and interpretations effective from 1 January 2024 not yet adopted by the Company.

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures, Supplier Finance Arrangements.  The amendments add disclosures requirements to enhance the transparency of supplier finance arrangements and their effects on a company's liabilities, cash flows and exposure to liquidity risk.

Amendments to IAS 1 Presentation of Financial Statements: 

Classification of Liabilities as Current or Non-Current (issued on 23 January 2020), including Deferral of Effective Date Amendment (issued on 15 July 2020).  Clarifies existing requirements on the classification of debt and other liabilities as current or non-current for debt and other liabilities with an uncertain settlement date and for debt a company might settle by converting it into equity. Classification is based on the right, at the end of the reporting period, to defer settlement of the liability for at least twelve months and is unaffected by the likelihood that the entity will exercise its right.

Non-current Liabilities with Covenants (issued on 31 October 2022).  Specifies that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Requires disclosures about these covenants to enable users to understand the risk that liabilities could become repayable within twelve months after the reporting period.

Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued 22 September 2022). Adds subsequent measurement requirements for sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale, so the seller-lessee does not recognise any gain or loss that relates to the right of use it retains but is not prevented from recognising in profit or loss any gain or loss relating to the partial or full termination of a lease. 

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Company.

CRITICAL ACCOUNTING ESTIMATES AND KEY JUDGEMENTS

The preparation of financial statements in conformity with UK-adopted IAS requires the use of accounting estimates and assumptions.  It also requires management to exercise judgement in the process of applying the Company's accounting policies.  We continually evaluate our estimates, assumptions and judgements based on the most up to date information available.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Investments

Smith

The status of the Company's holding in Smith Electric Vehicles US Corp was reviewed during the year. The Board previously advised that the company had ceased operations and did not feel that Smith had made sufficient progress towards achieving its plan of obtaining a public listing to maintain the previous valuation and had therefore decided to impair the investment in Smith to £nil. Subsequently, no progress has since been made that gives rise to an expectation of a realisation in value. As such, the Board is maintaining its view that the investment currently has £nil value.

Nevertheless, the Board acknowledges that there is a chance the investment could result in a return to Shareholders and will continue to monitor the investment.  Should progress be made in the future the valuation of the investment will be revisited.

Snorkel International

The status of the Company's holding in Snorkel International Holdings LLC was reviewed during the year. The Board has concluded that, while Tanfield continues to retain an investment in Snorkel International (currently carried at £19.1m), consisting of a 49% interest and the Preferred Interest, under the terms of the Joint Venture, they are unable to exercise significant influence over the activities and strategic direction of Snorkel International and therefore holding the investment as a trade investment, as opposed to applying equity accounting, continues to be the correct treatment.

Since the injection of working capital following the Joint Venture, Snorkel achieved increased year on year sales levels however, during 2020 the impact of the Covid-19 pandemic saw the first reduction of sales. A summary of sales (unaudited) and the operating profit/(loss) (unaudited), excluding depreciation is shown below:

In the first 9 months of 2023, Snorkel has seen its sales increase by 11% to $145m compared to the same period in 2022 (first 9 months of 2022: $131m), with an operating profit, excluding depreciation of $2.38m (first 9 months of 2022: loss of $8.8m).  This largely resulted from the sizeable improvement in gross profit margin to 12.9%, up from only 4.6% at the end of the first 9 months of 2022.

The Board is not aware of any market factors and have not been made aware of any specific reason why sales growth for the full 2023 year should not be achieved.  The Board is also not aware of any reason why the sales growth should not continue in 2024.

Under the terms of the Joint Venture, the level of financial information available to the Board to assess the fair value of the investment in Snorkel International is limited to quarterly historical financial information, incorporating a consolidated operating statement, balance sheet and cashflow.

In 2018, the Board impaired Tanfield's investment value in Snorkel International down to £19.1m, from the previous valuation of £36.3m.  The valuation of £19.1m is based on the value of the Preferred Interest which is made up of the priority amount, set in 2013 based upon the assets of the Snorkel division contributed to the Joint Venture, plus the preferred return, being interest accruing on the priority amount.  This is the basis of valuation that was set out in the Circular issued to Shareholders at the time of the Joint Venture.  The Board have not included the effect of discounting for the timing of a future realisation as they do not believe this materially impacts on the valuation.

The previous valuation of £36.3m was originally calculated in 2013 and assumed the $25m EBITDA trigger, compelling the payment of the Preferred Interest and the purchase of Tanfield's interest in Snorkel International by Xtreme, would be reached within the predefined period ending 30 September 2018. As Snorkel International, under Xtreme's control, failed to achieve the EBITDA trigger, Tanfield retains a 49% interest in Snorkel International and the Preferred Interest, but it can no longer compel Xtreme to pay the Preferred Interest and acquire its 49% interest.

In November 2018, the Board received a call option notice in which Xtreme, via its subsidiary SKL, requested to exercise a call option to acquire Tanfield's interest in Snorkel International.  In the request, SKL stated that the option price to acquire Tanfield's holding was $0 (nil) and that payment of the Preferred Interest was not required. 

The Board did not agree with this statement and does not believe that the contractual agreements, or the Circular distributed to shareholders to fully explain the terms of the transaction - and thereby seek their authority to enter into the transaction - allow for a call option whereby Xtreme can acquire Tanfield's interest in Snorkel International for a nil value. The Board therefore rejected the call option notice and sought to amicably resolve the dispute with Tanfield's 51% joint venture partner, Xtreme. As announced on 22 October 2019, Xtreme (via its subsidiary SKL and Snorkel International) filed the US Proceeding against Tanfield and its subsidiary HBWP.

As the US Proceedings have been brought against Tanfield, it is evident that Don Ahern, the owner of Xtreme, wishes to own 100% of Snorkel International. However, based on statements within the US Proceedings, it is evident that Don Ahern does not believe he should have to pay anything in order to acquire Tanfield's 49% interest in Snorkel International.  One possible outcome is that Tanfield continues to hold its 49% interest for the foreseeable future however, the Board do not believe such a scenario would be in the best interest of shareholders and, should it become necessary, would consider options that may assist in moving from this position.

The Board has reviewed the historic financial information, along with the global industrial and aerial work platform market conditions and has concluded it is appropriate to value Tanfield's investment in Snorkel International based on what the Board understands are the contractual arrangements and so at an amount based on the Preferred Interest amount of £19.1m.

This valuation has been assessed against various criteria, including past performance (including but not limited to a growth in sales, bill of material costs and improved operating profitability), production capacity, market conditions, the capability of the business to increase output and exchange rate fluctuations. In coming to this opinion, the Board has considered the trends within the business and their consistency; in particular:

·      the rate of sales growth being more or less than that recently achieved by Snorkel International.

·      the level of operating profitability improvement being more or less than that recently achieved by Snorkel International.

·      The impact of exchange rate movements given that any proceeds will be received in USD, considering current, historic and average exchange rates.

Between 1 January 2023 to 31 December 2023, the range of the GBP to USD exchange rate has a low of 1.1840 and a high of 1.3098, the average being 1.2438. If £19.1m is assumed to represent the average exchange rate, then based on the low of 1.1840 the valuation increases by approximately 5% to £20.1m and based on the high of 1.3098 the valuation reduces by approximately 5% to £18.1m giving a potential movement of 10% in the valuation. Whilst the Board is not in a position to mitigate any potential exchange rate variation, until such time as the realisation of the Snorkel International investment is known, it will continue to consider such means as may be possible to maximise the GBP return to shareholders.

If the assumption is made that both the progress within Snorkel International and the wider global market conditions will continue to improve, then the Board note that the valuation could potentially increase beyond the £19.1m which is underpinned by the Preferred Interest element.  However, the Board has considered various Snorkel International trading scenarios, based around historic sales growth trends and does not believe the valuation is likely to materially increase from £19.1m in the near future.

The Board, however, caveat that a number of factors could influence the valuation and performance of Snorkel International between now and a potential realisation date, including Xtreme's opinion of the contractual agreements which has resulted in the US Proceedings (see Strategic Report for further information).  Due to the risks involved with the ongoing different opinions regarding the contractual agreements, it is possible the actual realisation of value could be less than the current valuation, potentially as low as £nil as alleged by Xtreme and depending on the outcome of ongoing US Proceedings.

Given the risks, the Board has considered whether a further impairment loss should be recognised but have concluded that based on their understanding of the contractual agreements in place, no further impairment is required at this time.

Whilst the timing and quantum of realisation of the investment remains unclear, the Board is currently of the opinion that the investment in Snorkel International will result in a return to shareholders in the future, that the current value of the investment of £19.1m remains appropriate and there is not an alternative, more reliable valuation of the investment than the current estimate.

Liquidity risk management

The Company is exposed to liquidity risk arising from having insufficient funds to meet the Company's future financing needs.  The Company's liquidity management process includes projecting cash flows and considering the level of liquid assets available to meet future cash requirements along with monitoring statement of financial position liquidity.  The Board reviews forecasts, including cash flow forecasts on a quarterly basis.