Elementis plc (ELM) Earnings Call Transcript & Summary

Good morning all, and thank you for joining us on today's Elementis company announcement. My name is Drew, and I'll be the operator on today's call. [Operator Instructions] It's now my pleasure to hand over to Luc van Ravenstein, Chief Executive Officer, to begin. Please go ahead, when you're ready.

Good morning, everyone, and thank you for joining us today. I'm Luc van Ravenstein, CEO of Elementis, and I'm joined by our CFO, Ralph Hewins. We'll run through a short presentation summarizing today's announcement, and then we'd be happy to take your questions. I've been in the role for 1 month, but I've been with the company for 13 years now. So I know this business really well. And one of my first priorities on taking on this role was to complete this strategic review. So I'm really pleased to be making today's announcement so soon. Today is about the sale of Talc as a key step in repositioning Elementis. And I also want to reiterate my excitement at the opportunity we have here, and I look forward to sharing more details in due course. Let's move to the next slide, please. Before we proceed, I want to draw your attention to the usual disclaimer here. And let's move then to Slide 3, please. So as you know, we launched the strategic review of the Talc business in August 2024 to determine whether its full potential would be best delivered as part of Elementis or via a divestment. And following a thorough review of all the options and considering the best interest of Elementis and the Talc business, we announced today the simultaneous signing and completion of the sale of the business to IMI Fabi, a global talc manufacturer based in Valmalenco, Italy. The transaction values the Talc business at $121 million, and we'll realize net cash proceeds after transaction costs of $55 million. Importantly, it delivers certainty and clarity, and it allows us to have a clean break with all assets and liabilities fully transferred to IMI Fabi. The sale marks a significant milestone in our journey and helps to reposition Elementis as a focused, high-margin specialty chemicals business with leading market positions in coatings and personal care. And supported by our robust balance sheet and positive outlook for the business, today, we also announced our intention to start Elementis' first share buyback program of $50 million, using the net proceeds from the sale and more on this shortly. Let me now hand you over to Ralph who will take you through the details of the transaction and its financial impact. Ralph, over to you.

Thanks very much, Luc, and hello, everyone. So as Luc mentioned just now, the transaction values the Talc business at $121 million. Now we've agreed with the buyer to transfer all assets and liabilities to enable a clean exit of the business. This includes rehabilitation and closure costs of $40 million as well as $17 million of other debt and debt-like items. There will be approximately $9 million of transaction costs, which means that our net cash proceeds from the sale will be $55 million. There'll be no tax on disposal and the effective tax rate for the group will remain at 26%. Moving on to Slide 5. Let me now turn to the impact of the transaction on the financial shape of the group. And to reiterate what Luc has mentioned, the transaction really does reposition the business towards a really high-quality portfolio focused on high-value specialty additives in the coatings and personal care markets. The table on this slide illustrates the pro forma impact of the sale of the Talc business in respect of our recently published full year results for the 12 months ended 31st of December '24. As you can see, using the pro forma '24 figures, the sale improves our group adjusted operating profit margin by 240 basis points and the return on capital employed, excluding goodwill, improves by over 600 basis points. Looking at the pro forma effect of the transaction on our net debt and leverage ratio, you could see in the last 2 rows of this table that this transaction reduces our pro forma leverage ratio by 0.2x to 0.8x. Turning to the next slide. As Luc has mentioned, as part of our commitment to improving shareholder returns and in recognition of our robust balance sheet and confidence in the outlook of the business, we were pleased to announce this morning the return of $50 million by way of a share buyback program, the first for Elementis and which is expected to commence very soon. Our strong cash generation and balance sheet position enables us to have a significant optionality on our capital allocation program going forward. And the deal reduces our CapEx intensity from around 5% of sales to around 3% to 4% of sales. And our progressive dividend policy, which saw dividends reinstated last year, remains unchanged. Let me now pass you back to Luc to discuss the shape of the group going forward.

Thank you, Ralph. For Elementis, selling the Talc business indeed firmly repositions us as a pure-play specialty chemicals business. We benefit from strong market positions in coatings and personal care based on deep expertise and science and on our truly differentiated long-life resource in hectorite. The sale means we have lower capital intensity as well as removing the liabilities associated with the Talc business, which is an excellent outcome. We will now fully focus on growing our high-value core businesses, coatings and personal care, and generating strong returns. As we announced today, and as you can see on the chart on the right-hand side here, the sale of the Talc business is accretive to our margins and return on capital. It also helps us to accelerate the delivery of our 2026 targets. Returning the majority of proceeds via buyback is the right decision, and it demonstrates our commitment to rewarding our shareholders. In closing, we strongly believe this transaction is in the best interest of Elementis and represents a major step forward in our evolution. The future is bright. And we have a really exciting opportunity here to take Elementis to the next level. We're well positioned to continue to grow and deliver attractive value for our shareholders, and I look forward to updating you on my plans in due course, starting at the interims in July. And thank you very much, and we're happy to take your questions now.

[Operator Instructions] And our first question today comes from Kevin Fogarty from Deutsche Numis.

Well done on the transaction today. Just in terms of -- I appreciate it's very early days, but going forward, what do you think we can expect from the remaining 2 kind of segments in the business now? And just in terms of strategic direction for those and just touching on the sort of capital intensity, you pointed to a lower capital intensity going forward for the business. But I guess in terms of how you kind of allocate capital internally going forward, should we see sort of any increase in investments to grow the other 2 businesses? Or what might that look like, please?

Thank you, Kevin, for those questions. First of all, in terms of strategic direction, as we just mentioned, the sale of Talc allows us now to fully focus on personal care and coatings and growing those businesses that are the core of Elementis, focusing on these high-value additives like hectorite and rheology. And your second question, the capital allocation, as we just discussed, we expect this to go down to about 4%, but still sufficient space to invest in these businesses to grow them as well as potentially looking for some bolt-ons technologies. But this is going to be our key focus going forward, growing these core businesses, high value, high margin businesses.

Great. So sort of organic investments effectively to a large degree with some bolt-ons?

Yes. I mean there's a lot of space to grow these businesses organically by fully focusing on them, again with relatively low capital investment. And if there's a technology out there that we can easily bolt on to our network, we have a global network with great global coverage, we'd be happy to bolt it on. But it's mostly just a great opportunity to focus on these businesses and grow from there.

[Operator Instructions] Our second question today comes from Sebastian Bray from Berenberg.

Congratulations on concluding the acquisition, the divestment, I should say, so quickly. I'd have 3, please. The first is just an accounting one. Is there any tangible amortization associated with Talc left? And what is the underlying total D&A that exits the business as a result of selling it? My second question is on the structure of the legal liabilities. So are there any circumstances imaginable in which anybody is able to sue Elementis for the business that has been divested related to either European use restrictions or U.S. class action litigation? How strong is the firewall? And my third question is on trading. How has that been doing relative to the start of the year? Any improvement in top line or is this still a unit margin expansion story?

Thank you, Sebastian, for those questions. Look, today, we didn't comment on trading. We're very happy to discuss with you in due course in July, obviously. In terms of the legal liabilities, they're transitioning to the buyer. So we're very happy and pleased with this deal, which is really a clean exit, also noting, signing and closing at the same day, which is quite unique. In terms of your first question, amortization, Ralph, do you mind chipping in there?

Yes, let me have a go at that. So Sebastian, the depreciation of the Talc business last year was something in the order of $20 million, of which amortization of intangibles was something like $4 million. We had no goodwill, pure goodwill left on the business after the impairments. And in terms of liabilities litigation, but I'd say never, but we feel this is one of the cleanest breaks we could have hoped for in terms of all of the environmental liabilities that are in the balance sheet have transferred. That's about $40 million, which accounts for the large part of the delta between enterprise value and the net cash proceeds. And the second thing is, there was a contingent liability in new accounts relating to Talc and that is also -- that liability is also transferred to the buyer. So we're very pleased with not only the commercial part of the deal, but also the clean break nature of the deal. And I would say also the fact that we've done a simultaneous SPA and completion, means that any risk between signing and completion has -- isn't appropriate in this case. So we're very happy to have taken all the risk and any future transaction costs as well out of the picture. So I think the clean break nature of this is a very important point.

That's helpful. Could I just double check on the depreciation figure. So underlying the business is doing about -- was doing about $40 million a year of underlying D&A. If I exclude the $4 million amortization figure, which I assume was basically part of the time when this used to be an independent business and then was acquired and those intangibles were appropriately valued. The underlying D&A business drops from about $40 million to $25 million. Is that right?

Yes, I think that's about right, Sebastian, yes. The future CapEx of the business will be 3% to 4% versus 5%. So you would expect future depreciation levels to reflect that? So basically, the capital intensity is significantly reduced and the depreciation significantly reduced as well.

I believe we have one written question that the team will read. [Operator Instructions] And we have one further written question submitted by Vanessa Jeffriess. Given the strong balance sheet, is there now any appetite for M&A in the near future? And the second question is, how long do you expect the entire buyback will take to execute? .

Thank you, Vanessa, for those questions. I'll take the first one. I mean, first of all, we're very excited about the opportunity to grow this business organically. If you look at our core businesses, personal care, coatings, these high-value additives that you all know, this is what Elementis is great at. And selling Talc enabled us to focus on those areas. And an organic opportunity is really, really significant. In terms of M&A, we'll be cautious, but we continuously look at the market for technologies that fit very, very well with these technologies that Elementis is very, very strong at. But I'm looking at that really more from a bolt-on technology perspective. Second question Ralph, do you mind taking that one?

Yes. Sure. I mean, Vanessa, the buyback depends on liquidity and daily trading, we have a fairly modest level of liquidity in daily trading. But I think we would expect it to be done by the end of the year or largely done by the end of the year. It could be a matter of several months or it could be a little bit longer than that. But I'm hoping by the end of the year, a large part of it will be done. But we'll update on how we're doing on that as we go along.

Perfect. And with that, we don't have any further questions on today's call. So that will conclude the call. You may now disconnect your lines. Thank you ever so much for joining.