BASES AND SOURCES. In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used. 1. The financial information on ▇▇▇▇▇▇ is extracted (without material adjustment) from ▇▇▇▇▇▇’▇ Annual Report and Accounts for the year ended 30 June 2020, from ▇▇▇▇▇▇’▇ results for the three months ended 31 March 2021 and from ▇▇▇▇▇▇’▇ internal records. 2. The financial information on Meggitt is extracted (without material adjustment) from ▇▇▇▇▇▇▇’▇ Annual Report and Accounts for the year ended 31 December 2020 and from the announcement of ▇▇▇▇▇▇▇’▇ interim results for the six months ended 30 June 2021. 3. The value attributed to the existing issued and to be issued ordinary share capital of Meggitt is based upon the 781,381,883 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in issue on 30 July 2021 (except for the 9,859 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ held as treasury shares on such date) and the 8,957,944 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ which are the subject of share-settled options and awards outstanding on 30 July 2021 and those expected to be granted prior to 31 December 2021, offset by 1,782,457 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ held in ▇▇▇▇▇▇▇’▇ employee benefit trust. 4. The implied US GAAP Enterprise Value for Meggitt of £7.1 billion incorporates the value attributed to the existing issued and to be issued ordinary share capital of Meggitt set out under paragraph 3, plus total bank and other borrowings of £798.0 million, plus retirement benefit obligations relating to ▇▇▇▇▇▇▇’▇ pension and healthcare schemes of £201.1 million (adjusted for an estimated effective tax rate of 22.0 per cent., resulting in estimated tax-adjusted retirement benefit obligations relating to ▇▇▇▇▇▇▇’▇ pension and healthcare schemes of £156.9 million), less cash and cash equivalents of £139.3 million, less investments of £19.8 million. 5. The implied IFRS Enterprise Value for Meggitt of £7.3 billion incorporates the US GAAP Enterprise Value set out under paragraph 4, plus total lease liabilities of £163.9 million. 6. ▇▇▇▇▇▇▇’▇ US GAAP EBITDA of £240.6 million for the financial year ended 31 December 2020 is calculated as ▇▇▇▇▇▇▇’▇ Underlying EBITDA of £296.9 million, less capitalised R&D development costs of £41.4 million, less capitalised programme participation costs of £1.6 million, less depreciation charges for right-of-use assets in respect of ▇▇▇▇▇▇▇’▇ lease liabilities of £16.0 million, plus administrative expenses borne directly by Meggitt in relation to ▇▇▇▇▇▇▇’▇ defined benefit pension schemes of
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Sources: Cooperation Agreement
BASES AND SOURCES. In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1. The financial information on ▇▇▇▇▇▇ is extracted (without material adjustment) from ▇▇▇▇▇▇’▇ Annual Report and Accounts for the year ended 30 June 2020, from ▇▇▇▇▇▇’▇ results for the three months ended 31 March 2021 and from ▇▇▇▇▇▇’▇ internal records.
2. The financial information on Meggitt is extracted (without material adjustment) from ▇▇▇▇▇▇▇’▇ Meggitt’s Annual Report and Accounts for the year ended 31 December 2020 and from the announcement of ▇▇▇▇▇▇▇’▇ Meggitt’s interim results for the six months ended 30 June 2021.
3. The value attributed to the existing issued and to be issued ordinary share capital of Meggitt is based upon the 781,381,883 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Meggitt Shares in issue on 30 July 2021 (except for the 9,859 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Meggitt Shares held as treasury shares on such date) and the 8,957,944 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Meggitt Shares which are the subject of share-settled options and awards outstanding on 30 July 2021 and those expected to be granted prior to 31 December 2021, offset by 1,782,457 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Meggitt Shares held in ▇▇▇▇▇▇▇’▇ Meggitt’s employee benefit trust.
4. The implied US GAAP Enterprise Value for Meggitt of £7.1 billion incorporates the value attributed to the existing issued and to be issued ordinary share capital of Meggitt set out under paragraph 3, plus total bank and other borrowings of £798.0 million, plus retirement benefit obligations relating to ▇▇▇▇▇▇▇’▇ Meggitt’s pension and healthcare schemes of £201.1 million (adjusted for an estimated effective tax rate of 22.0 per cent., resulting in estimated tax-adjusted retirement benefit obligations relating to ▇▇▇▇▇▇▇’▇ Meggitt’s pension and healthcare schemes of £156.9 million), less cash and cash equivalents of £139.3 million, less investments of £19.8 million.
5. The implied IFRS Enterprise Value for Meggitt of £7.3 billion incorporates the US GAAP Enterprise Value set out under paragraph 4, plus total lease liabilities of £163.9 million.
6. ▇▇▇▇▇▇▇’▇ US GAAP EBITDA of £240.6 million for the financial year ended 31 December 2020 is calculated as ▇▇▇▇▇▇▇’▇ Underlying EBITDA of £296.9 million, less capitalised R&D development costs of £41.4 million, less capitalised programme participation costs of £1.6 million, less depreciation charges for right-of-use assets in respect of ▇▇▇▇▇▇▇’▇ lease liabilities of £16.0 million, plus administrative expenses borne directly by Meggitt in relation to ▇▇▇▇▇▇▇’▇ defined benefit pension schemes of
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