STERIS Plc (Ireland) 8-K/A Consolidated Statement of Comprehensive Income

Exhibit 99.2

Synergy Health Limited (formerly Synergy Health plc) : Index to Financial Statements

Unaudited Condensed Consolidated Financial Statements for the Period Ended 27 September 2015

Condensed Consolidated Income Statement	1
Condensed Consolidated Statement of Comprehensive Income	3
Condensed Consolidated Statement of Financial Position	4
Condensed Consolidated Cash Flow Statement	5
Condensed Consolidated Statement of Changes in Equity	6
Notes to the Condensed Consolidated Financial Statements	7

Unaudited condensed consolidated income statement

For the period ended 27 September 2015
			Six months ended 27 September 2015									Six months ended 28 September 2014
	Note		Before amortisation of acquired intangibles and non-recurring items £’000			Amortisation of acquired intangibles and non-recurring items (note 7) £’000			Total £’000			Before amortisation of acquired intangibles  and non-recurring items £’000			Amortisation of acquired intangibles and non-recurring items (note 7) £’000			Total £’000
Continuing operations
Revenue		6		206,290			—			206,290			197,506			—			197,506
Cost of sales				(118,933	)		—			(118,933	)		(110,558	)		—			(110,558	)
Gross profit				87,357			—			87,357			86,948			—			86,948
Administrative expenses
– Administration expenses excluding amortisation of acquired intangibles				(54,247	)		(17,550	)		(71,797	)		(55,402	)		594			(54,808	)
– Amortisation of acquired intangibles				—			(4,364	)		(4,364	)		—			(4,298	)		(4,298	)
				(54,247	)		(21,914	)		(76,161	)		(55,402	)		(3,704	)		(59,106	)
Operating profit		6		33,110			(21,914	)		11,196			31,546			(3,704	)		27,842
Finance income				1,255			—			1,255			2,066			—			2,066
Finance costs				(4,193	)		(450	)		(4,643	)		(5,252	)		—			(5,252	)
Net finance costs				(2,938	)		(450	)		(3,388	)		(3,186	)		—			(3,186	)
Profit before tax				30,172			(22,364	)		7,808			28,360			(3,704	)		24,656
Income tax		8		(5,267	)		2,268			(2,999	)		(6,770	)		518			(6,252	)
Profit for the period				24,905			(20,096	)		4,809			21,590			(3,186	)		18,404
Attributable to:
Equity holders of the parent				25,079			(20,096	)		4,983			21,467			(3,186	)		18,281
Non-controlling interests				(174	)		—			(174	)		123			—			123
				24,905			(20,096	)		4,809			21,590			(3,186	)		18,404
Earnings per share
Basic		10								8.43p									31.02p
Diluted		10								8.27p									30.75p

1

Unaudited condensed consolidated income statement

			Period ended 29 March 2015
	Note		Before amortisation of acquired intangibles  and non-recurring items £’000			Amortisation of acquired intangibles and non-recurring items (note 7) £’000			Total £’000
Continuing operations
Revenue		6		408,824			—			408,824
Cost of sales				(233,761	)		—			(233,761	)
Gross profit				175,063			—			175,063
Administrative expenses
– Administration expenses excluding amortisation of acquired intangibles				(110,502	)		(5,812	)		(116,314	)
– Amortisation of acquired intangibles				—			(8,606	)		(8,606	)
				(110,502	)		(14,418	)		(124,920	)
Operating profit		6		64,561			(14,418	)		50,143
Finance income				4,291			—			4,291
Finance costs				(10,855	)		—			(10,855	)
Net finance costs				(6,564	)		—			(6,564	)
Profit before tax				57,997			(14,418	)		43,579
Income tax		8		(13,346	)		3,445			(9,901	)
Profit for the period				44,651			(10,973	)		33,678
Attributable to:
Equity holders of the parent				44,542			(10,973	)		33,569
Non-controlling interests				109			—			109
				44,651			(10,973	)		33,678
Earnings per share
Basic		10								56.90p
Diluted		10								56.37p

2

Unaudited consolidated statement of comprehensive income

For the period ended 27 September 2015

	Six months ended 27 September 2015 £’000			Six months ended 28 September 2014 £’000			Period ended 29 March 2015 £’000
Profit for the period		4,809			18,404			33,678
Other comprehensive income/(expense) for the period:
Items that are or may be reclassified to profit or loss
Exchange differences on translation of foreign operations		(11,960	)		(7,297	)		(9,838	)
Cash flow hedges – fair value movement in equity		(378	)		(758	)		(623	)
Cash flow hedges – reclassified and reported in net profit		623			830			830
Related tax movements		(49	)		(14	)		(41	)
		(11,764	)		(7,239	)		(9,672	)
Items that will never be reclassified to profit or loss
Actuarial gain/(loss) on defined benefit pension plans		3,122			(1,823	)		(6,491	)
Related tax movements		(624	)		330			1,296
		2,498			(1,493	)		(5,195	)
		(9,266	)		(8,732	)		(14,867	)
Total comprehensive income for the period		(4,457	)		9,672			18,811
Attributable to:
Equity holders of the parent		(4,234	)		9,571			18,730
Non-controlling interests		(223	)		101			81
		(4,457	)		9,672			18,811

3

Unaudited consolidated statement of financial position

At 27 September 2015

	Note		At 27 September 2015 £’000			At 28 September 2014 £’000			At 29 March 2015 £’000
Non-current assets
Goodwill				211,447			215,326			214,545
Other intangible assets				40,056			47,108			44,657
Property, plant and equipment		12		291,351			283,644			290,929
Investments				1,494			910			949
Trade and other receivables				2,029			2,842			1,940
Total non-current assets				546,377			549,830			553,020
Current assets
Inventories				14,060			14,625			12,887
Asset held for sale				3,144			2,733			3,192
Trade and other receivables				76,359			81,400			75,308
Cash and cash equivalents				28,042			38,436			36,952
Total current assets				121,605			137,194			128,339
Total assets				667,982			687,024			681,359
Capital and reserves attributable to the Group’s equity holders
Share capital				370			369			369
Share premium account				90,566			89,951			90,517
Translation reserve				2,987			17,433			14,898
Cash flow hedging reserve				(302	)		(606	)		(498	)
Merger reserve				106,757			106,757			106,757
Retained earnings				158,530			132,091			145,582
Equity attributable to equity holders of the parent				358,908			345,995			357,625
Non-controlling interests				2,507			2,446			3,256
Total equity				361,415			348,441			360,881
Current liabilities
Interest bearing loans and borrowings				135,906			2,808			3,230
Trade and other payables				85,070			81,391			78,049
Derivative financial instruments				378			758			623
Current tax liabilities				8,783			10,350			8,274
Short-term provisions		11		253			2,354			1,570
Total current liabilities				230,390			97,661			91,746
Non-current liabilities
Interest bearing loans and borrowings				48,387			208,433			194,787
Retirement benefit obligations				16,161			16,672			20,315
Deferred tax liabilities				3,460			8,245			5,307
Trade and other payables				271			852			338
Provisions		11		7,697			6,503			7,821
Deferred government grants				201			217			164
Total non-current liabilities				76,177			240,922			228,732
Total liabilities				306,567			338,583			320,478
Total equity and liabilities				667,982			687,024			681,359

4

Unaudited consolidated cash flow statement

For the period ended 27 September 2015

	Six months ended 27 September 2015 £’000			Six months ended 28 September 2014 £’000			Period ended 29 March 2015 £’000
		4,809			18,404			33,678
Adjustments		38,145			22,536			62,653
Cash generated from operations		42,954			40,940			96,331
Income tax paid		(4,379	)		(2,873	)		(10,378	)
Net cash from operating activities		38,575			38,067			85,953
Cash flows from investing activities
Acquisition of subsidiaries – net of cash		(954	)		(10,624	)		(13,247	)
Disposal of subsidiaries – net of cash		(181	)		—			—
Acquisition of investments		—			—			(495	)
Purchase of property, plant and equipment (PPE)		(28,893	)		(32,087	)		(61,727	)
Purchase of intangible assets		(993	)		(1,104	)		(1,718	)
Proceeds from sale of PPE		271			1,257			1,742
Payment of pre-acquisition liabilities		—			(6,676	)		(6,676	)
Interest received		237			820			1,604
Net cash used in investing activities		(30,513	)		(48,909	)		(80,517	)
Cash flows from financing activities
Dividends paid		—			(8,372	)		(8,372	)
Dividend paid to non-controlling interest		—			(134	)		(134	)
Proceeds from borrowings		28,886			45,119			62,655
Repayment of borrowings		(40,843	)		(14,068	)		(45,504	)
Repayment of hire purchase loans and finance leases		(1,326	)		(1,631	)		(2,944	)
Interest paid		(2,804	)		(3,788	)		(7,052	)
Proceeds from issue of shares		50			43			609
Proceeds from issue of shares – non-controlling interest		509			—			416
Net cash (used in)/from financing activities		(15,528	)		17,169			(326	)
Net (decrease)/increase in cash and bank overdrafts		(7,466	)		6,327			5,110
Cash and bank overdrafts at beginning of period		36,952			32,263			32,263
Exchange differences		(1,484	)		(486	)		(421	)
Cash and bank overdrafts at end of period		28,002			38,104			36,952

	At 27 September 2015 £’000			At 28 September 2014 £’000			At 29 March 2015 £’000
Cash generated from operations
Profit for the period		4,809			18,404			33,678
Adjustments for:
– depreciation and impairments		20,344			19,805			39,532
– amortisation of intangible assets		5,036			4,817			9,677
– equity-settled share-based payments		5,102			650			2,213
– loss on sale of tangible fixed assets		373			1			931
– gain on sale of subsidiary		(100	)		—
– loss on impairment of subsidiary		139			—
– curtailment and cessation gains on defined benefit pension schemes		—			(932	)		(932	)
– finance income		(1,255	)		(2,066	)		(4,291	)
– finance costs		4,643			5,252			10,855
– income tax expense		2,999			6,252			9,901
Changes in working capital:
– inventories		(1,078	)		(956	)		(504	)
– trade and other receivables		(3,402	)		(8,545	)		(241	)
– trade, other payables and provisions		5,344			(1,742	)		(4,488	)
Cash generated from operations		42,954			40,940			96,331

5

Unaudited condensed consolidated statement of changes in equity

For the period ended 27 September 2015

	Share capital £’000		Share premium £’000		Treasury share reserve £’000		Merger reserve £’000		Cash flow hedging reserves £’000			Translation reserve £’000			Retained earnings £’000			Total attributable to equity holders of the parent £’000			Non-controlling interest £’000			Total equity £’000
Balance at 30 March 2014		368		89,909		—		106,757		(664	)		24,708			123,025			344,103			2,473			346,576
Profit for the period		—		—		—		—		—			—			18,281			18,281			123			18,404
Other comprehensive income/(expense):
Translation of foreign operations		—		—		—		—		—			(7,275	)		—			(7,275	)		(22	)		(7,297	)
Net movements on cash flow hedges		—		—		—		—		58			—			—			58			—			58
Actuarial movement net of tax		—		—		—		—		—			—			(1,493	)		(1,493	)		—			(1,493	)
Total comprehensive income for the period		—		—		—		—		58			(7,275	)		16,788			9,571			101			9,672
Transactions with owners of the Company recognised directly in equity:
Movement in non-controlling interest (NCI)		—		—		—		—		—			—			—			—			(128	)		(128	)
Dividends paid		—		—		—		—		—			—			(8,372	)		(8,372	)		—			(8,372	)
Issue of shares		1		42		—		—		—			—			—			43			—			43
Share-based payments (net of tax)		—		—		—		—		—			—			650			650			—			650
Balance at 28 September 2014		369		89,951		—		106,757		(606	)		17,433			132,091			345,995			2,446			348,441
Profit for the period		—		—		—		—		—			—			15,288			15,288			(14	)		15,274
Other comprehensive income/(expense):
Translation of foreign operations		—		—		—		—		—			(2,535	)		—			(2,535	)		(6	)		(2,541	)
Net movements on cash flow hedges		—		—		—		—		108			—			—			108			—			108
Actuarial movement net of tax		—		—		—		—		—			—			(3,702	)		(3,702	)		—			(3,702	)
Total comprehensive income for the period		—		—		—		—		108			(2,535	)		11,586			9,159			(20	)		9,139
Transactions with owners of the Company recognised directly in equity:
Dividends paid		—		—		—		—		—			—			—			—			—			—
Movement in NCI		—		—		—		—		—			—			—			—			6			6
NCI recognised in the period		—		—		—		—		—			—			—			—			803			803
NCI recognised in the period: acquisition		—		—		—		—		—			—			—			—			21			21
Issue of shares		—		566		—		—		—			—			—			566			—			566
Share-based payments (net of tax)		—		—		—		—		—			—			1,905			1,905			—			1,905
Balance at 29 March 2015		369		90,517		—		106,757		(498	)		14,898			145,582			357,625			3,256			360,881
Profit for the period		—		—		—		—		—			—			4,983			4,983			(174	)		4,809
Other comprehensive income/(expense):
Translation of foreign operations		—		—		—		—		—			(11,911	)		—			(11,911	)		(49	)		(11,960	)
Net movements on cash flow hedges		—		—		—		—		196			—			—			196			—			196
Actuarial movement net of tax		—		—		—		—		—			—			2,498			2,498			—			2,498
Total comprehensive income for the period		—		—		—		—		196			(11,911	)		7,481			(4,234	)		(223	)		(4,457	)
Transactions with owners of the Company recognised directly in equity:
NCI recognised in the period		—		—		—		—		—			—			—			—			884			884
NCI derecognised on disposal		—		—		—		—		—			—			—			—			(1,416	)		(1,416	)
Movement in NCI		—		—		—		—		—			—			—			—			6			6
Issue of shares		1		49		—		—		—			—			—			50			—			50
Share-based payments (net of tax)		—		—		—		—		—			—			5,467			5,467			—			5,467
Balance at 27 September 2015		370		90,566		—		106,757		(302	)		2,987			158,530			358,908			2,507			361,415

The accompanying accounting policies and notes form part of these financial statements.

6

Unaudited notes to the condensed consolidated financial statements

1 General information

Synergy Health Limited (formerly Synergy Health plc) (‘the Company’) and its subsidiaries (together ‘the Group’) deliver a range of specialist outsourced services to health-related markets. The Company is registered in England and Wales under company registration number 3355631 and its registered office is Ground Floor Stella, Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, SN5 6NX.

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on 30 October 2014.

2 Summary of significant accounting policies

Basis of preparation

These condensed consolidated interim financial statements of the Group are for the six months ended 27 September 2015.

The condensed consolidated interim financial statements have been prepared on the basis of the accounting policies set out in the Group’s latest annual financial statements for the period ended 29 March 2015. These accounting policies are drawn up in accordance with the recognition and measurement requirements of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

The information for the period ended 29 March 2015 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that period has been delivered to the Registrar of Companies. The auditors’ report on those accounts was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The condensed consolidated interim financial statements for the six months to 27 September 2015 have not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.

Going concern

The Directors have reviewed the Group’s medium-term forecasts through to October 2016 along with reasonable possible changes in trading performance and foreign currencies. The Directors have also reviewed the funding arrangements put in place by STERIS to support the Group should the proposed combination proceed.

Absent the proposed combination with STERIS, elements of the Group’s committed banking facilities would fall due for renewal in July 2016. The Directors have good reasons to believe that they would be renewed.

The purpose of these reviews has been for the Directors to determine whether, with or without the proposed combination with STERIS, committed banking facilities would be available sufficient to support the Group’s projected liquidity requirements, and whether the forecast earnings would be sufficient to meet covenants associated with the banking facilities.

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and have continued to adopt the going concern basis in preparing the condensed consolidated interim financial statements.

Significant accounting policies

The condensed consolidated interim financial statements have been prepared under the historical cost convention except that derivative financial instruments are stated at their fair value. Except as described below, the accounting policies adopted in the preparation of the condensed consolidated interim financial statements are the same as those followed in the preparation of the Group’s annual financial statements for the period ended 29 March 2015.

3 Statement of compliance

These condensed consolidated interim financial statements have been prepared and approved by the Directors in accordance with International Accounting Standard (IAS) 34 ‘Interim

7

Financial Reporting’ as adopted by the EU (adopted IAS 34) and with the Disclosure and Transparency Rules of the UK Financial Services Authority. These condensed consolidated interim financial statements have not been audited or reviewed by the Group’s auditors in accordance with International Standard on Review Engagements 2410 issued by the Auditing Practices Board. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the period ended 29 March 2015.

4 Financial risk management

The primary risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. These risks and the Group’s financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the period ended 29 March 2015.

5 Estimates (continued)

The preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Except as described below, in preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those that applied to the consolidated financial statements as at and for the period ended 29 March 2015.

During the 6 months ended 27 September 2015, management reassessed its estimates in respect of actuarial assumptions in relation to the Group’s defined benefit pension schemes using professional advice and relevant market benchmark data for discount rates and inflation.

6 Segmental information

The Group is organised into three operating segments: Applied Sterilisation Technologies and Laboratory Services (‘AST’), Healthcare Services (‘HS’), and Healthcare Solutions (‘HCS’).

Information on these segments is reported to the chief operating decision maker (‘CODM’) for the purposes of resource allocation and assessment of performance. The chief operating decision maker has been identified as the Board of Directors. The CODM monitors the performance of the operating segments based on adjusted operating profit, being operating profit excluding the impact of amortisation on acquired intangibles and non-recurring items. Segment information is presented below.

Six month period ended 27 September 2015	AST 2015 £’000		HS 2015 £’000		HCS 2015 £’000		Total 2015 £’000
Revenue from external customers		70,733		92,111		43,446		206,290
Segment profit		25,162		8,719		2,950		36,831
Segment depreciation		9,350		3,714		7,280		20,344
Segment assets		425,498		148,689		93,795		667,982
Six month period ended 28 September 2014	AST 2014 £’000		HS 2014 £’000		HCS 2014 £’000		Total 2014 £’000
Revenue from external customers		67,031		82,956		47,519		197,506
Segment profit		23,272		8,704		3,450		35,426
Segment depreciation		9,026		3,048		7,731		19,805
Segment assets		446,592		142,155		98,277		687,024
Period ended 29 March 2015	AST 2015 £’000		HS 2015 £’000		HCS 2015 £’000		Total 2015 £’000
Revenue from external customers		137,496		175,832		95,496		408,824
Segment profit		47,294		18,351		6,575		72,220
Segment depreciation		17,963		6,086		15,483		39,532
Segment assets		435,501		151,373		94,485		681,359

8

The table below reconciles the total segment profit above, to the Group’s operating profit and profit before tax:

	Six month period ended 27 September 2015 £’000			Six month period ended 28 September 2014 £’000			Period ended 29 March 2015 £’000
Total segment profit		36,831			35,426			72,220
Unallocated amounts:
– Corporate expenses		(3,721	)		(3,880	)		(7,659	)
– Non-recurring costs		(17,550	)		594			(5,812	)
Amortisation of acquired intangibles		(4,364	)		(4,298	)		(8,606	)
Operating profit		11,196			27,842			50,143
Net finance costs		(3,388	)		(3,186	)		(6,564	)
Profit before tax		7,808			24,656			43,579

6 Segmental information continued

IFRS 8 Operating Segments requires the Group to disclose information about the extent of its reliance on its major customers. The Group has no single customer making up more than 10% of total revenue.

The table below analyses the Group’s revenue from external customers, and non-current assets other than financial instruments, investment properties, and deferred taxation, by geography.

	Six month period ended 27 September 2015 £’000 Revenue		Non- current assets		Six month period ended 28 September 2014 £’000 Revenue		Non- current assets		Period ended 29 March 2015 £’000 Revenue		Non- current assets
UK		81,289		146,662		78,762		146,101		160,610		144,360
Netherlands		35,264		100,340		41,982		110,642		82,306		100,042
USA		46,750		52,922		37,348		42,964		82,702		48,969
Rest of World		42,987		246,453		39,414		250,123		83,206		259,649
		206,290		546,377		197,506		549,830		408,824		553,020

7 Non-recurring items and acquisition-related costs

In the period to 27 September 2015, non-recurring items of £18 million have been charged in arriving at operating profit. The table and accompanying notes provide further details:

	£’000
Transaction costs incurred on the proposed combination with STERIS		11,810
Share-based payment costs accelerated by the proposed combination with STERIS		6,191
Gain on settlement of insurance claim		(638	)
Restructuring costs		109
Other acquisition related transaction fees		78
2015 non-recurring charge		17,550
Accelerated amortisation of financing arrangement fees		450
		18,000

In the period to 28 September 2014, non-recurring items of £594,000 were credited in arriving at operating profit. This included costs of £285,000 related to acquisition transaction fees and a £932,000 cessation gain on a component of the Group’s retirement benefit obligations.

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In the year to 29 March 2015, non-recurring items of £5,812,000 were charged in arriving at operating profit. £4,515,000 related to acquisition transaction fees. The most significant component of this cost was £2,900,000 relating to the proposed combination with STERIS. Operational and restructuring costs were £2,510,000, primarily relating to the settlement of prior period claims and facility closure costs in the Dutch Linen business.

8 Tax

	Six month period ended 28 September 2014 £’000			Six month period ended 29 September 2013 £’000			Period ended 30 March 2014 £’000
Current tax:
UK tax		1,459			2,191			4,775
Overseas tax		3,473			4,300			9,576
Adjustment in respect of prior periods		—			—			(2,285	)
Total current tax		4,932			6,491			12,066
Deferred tax:
Origination and reversal of temporary differences		(1,933	)		(239	)		(2,235	)
Adjustment in respect of prior periods		—			—			70
Effect of rate change		—			—			—
Total deferred tax		(1,933	)		(239	)		(2,165	)
Total tax in income statement		2,999			6,252			9,901

The Group’s effective tax rate for the period on earnings before non-recurring items and the amortisation of acquired intangibles is 17.5% (2014: 23.9%). The reduction in the rate compared to the prior period is due to the completion of a tax audit, with no material adjustment required. Excluding the impact of the tax audit the recurring tax rate over the full year would have been 23.4% (2014: 23.9%). UK corporation tax is calculated at 20% (2014: 21%) of the estimated assessable profit for the year. Taxation for overseas operations is calculated at the local prevailing rates.

Tax credits of £2.2m arose in respect of amortisation of acquired intangibles and non-recurring items (2014: £0.5m). This represents an effective overall tax rate (after amortisation of acquired intangibles and non-recurring costs) of 38.4% (2014: 25.4%). This increase in overall effective tax rate is due to some of the non-recurring costs related to the recommended combination between Synergy Heath and STERIS not being deductible for tax.

A number of changes to the UK corporation tax system were announced in the Chancellor’s Budget on 8 July 2015. These include reductions to the main rate of corporation tax to reduce the rate to 19% from 1 April 2017 and to 18% from 1 April 2020. As the changes had not been substantively enacted at the balance sheet date their effects are not included in these financial statements. The changes are not expected to have a material impact on the Group’s deferred tax balances.

9 Dividends

	Six month period ended 27 September 2015 £’000		Six month period ended 28 September 2014 £’000		Period ended 29 March 2015 £’000
Amounts recognised as distributions to equity holders in the period:
Final dividend for the period ended 30 March 2014 of 14.20p (2013: 12.80p) per share		—		8,372		8,372

No dividend (interim or final) was paid for the year ended 29 March 2015. On 20 October 2015 the Directors paid an interim dividend for the year ending 3 April 2016 of 15.80 pence (2014: nil).

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10 Earnings per share

	Six month period ended 27 September 2015 £’000			Six month period ended 28 September 2014 £’000			Period ended 29 March 2015 £’000
Earnings
Earnings for the purposes of basic earnings per share being net profit attributable to equity holders of the parent		4,983			18,281			33,569
	Shares ‘000			Shares ‘000			Shares ‘000
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share		59,132			58,940			58,998
Effect of dilutive potential ordinary shares:
Share options		1,109			495			554
Weighted average number of ordinary shares for the purposes of diluted earnings per share		60,241			59,435			59,552
Earnings per ordinary share
Basic		8.43p			31.02p			56.90p
Diluted		8.27p			30.75p			56.37p
	£’000			£’000			£’000
Adjusted earnings per share
Operating profit		11,196			27,842			50,143
Amortisation of acquired intangible assets		4,364			4,298			8,606
Non-recurring items		17,550			(594	)		5,812
Adjusted operating profit		33,110			31,546			64,561
Net finance costs, excluding acquisition-related finance costs		(2,938	)		(3,186	)		(6,564	)
Adjusted profit on ordinary activities before taxation		30,172			28,360			57,997
Taxation on adjusted profit on ordinary activities		(5,267	)		(6,770	)		(13,346	)
Non-controlling interest		174			(123	)		(109	)
Adjusted net profit attributable to equity holders of the parent		25,079			21,467			44,542
Adjusted basic earnings per share		42.41p			36.42p			75.50p
Adjusted diluted earnings per share		41.63p			36.12p			74.80p

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11 Provisions

	Cobalt disposal costs £’000			Other provisions £’000			Total £’000
At 30 March 2014		5,877			4,349			10,226
Additional provision in the period		—			—			—
Unwinding of discounting		20			190			210
Utilised in the period		—			(2,412	)		(2,412	)
Reclassification to other non-current liabilities		—			969			969
Exchange differences		(54	)		(82	)		(136	)
At 28 September 2014		5,843			3,014			8,857
Additional provision in the period		241			627			868
Unwinding of discounting		(20	)		(190	)		(210	)
Utilised in the period		(144	)		(6	)		(150	)
Reclassification to other non-current liabilities		—			38			38
Exchange differences		42			(54	)		(12	)
At 29 March 2015		5,962			3,429			9,391
Additional provision in the period		12			24			36
Unwinding of discounting		—			—			—
Utilised in the period		(116	)		(1,302	)		(1,418	)
Exchange differences		(52	)		(7	)		(59	)
At 27 September 2015		5,806			2,144			7,950
Included in current liabilities								253
Included in non-current liabilities								7,697
								7,950

The cobalt disposal provision recognises a potential decommissioning liability in respect of certain types of cobalt used in some of the Group’s AST sites. It is anticipated that the provision will be utilised as the cobalt to which the provision relates reaches the end of its useful economic life. Other provisions include provisions against vacated properties and other restructuring costs.

12 Property, plant and equipment

During the period ended 27 September 2015, the Group purchased assets with a total cost of approximately £31.2 million (28 September 2014: £32.9 million).

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13(a) Prior period acquisition of subsidiary – Bioster

On 15 May 2014, the Group acquired the entire issued share capital of Bioster S.p.A. and associated companies (‘Bioster’).

Bioster Group operates ethylene oxide and electron beam sterilisation facilities in Italy, Slovakia, and the Czech Republic, providing sterilisation services to the medical device, pharmaceutical and packaging industries. In addition, it operates a hospital sterilisation services (‘HSS’) business in Italy.

The fair value of the net assets acquired and the related consideration were as follows:

	Fair value £’000
Property, plant and equipment		15,845
Intangible assets		3,351
Investments		9
Inventories		80
Trade and other receivables		11,871
Cash and cash equivalents		280
Borrowings due within one year		(3,517	)
Trade and other payables		(14,952	)
Corporation tax payable		(122	)
Bank overdraft		(1,902	)
Borrowings due after one year		(4,073	)
Other provisions		(1,007	)
Deferred taxation liabilities		(1,892	)
Fair value of assets acquired		3,971
Cash consideration		9,020
Goodwill arising on acquisition		5,049

The goodwill arising on the acquisition of the business is attributable to the assembled workforce and the synergies generated following the integration of Bioster into the Group.

In accordance with IFRS 3 (revised) Business Combinations management have made adjustments to the local book values of net assets acquired to arrive at the fair value disclosed above. The most significant of these adjustments include the recognition of intangible assets (customer lists), the recognition of deferred taxation liabilities, and the application of IFRS to the recognition of assets under finance leases and the associated finance lease liabilities.

Total transaction costs of £530,000 were incurred in the acquisition of Bioster Group and were expensed within non-recurring items and acquisition-related costs.

During the period, the Bioster Group contributed £8,238,000 to revenue and £1,212,000 to operating profit.

Summary of cash flows:

	£’000
Cash consideration		9,020
Net overdraft acquired with business		1,622
Acquisition of subsidiaries – net of cash		10,642

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13(b) Prior period acquisition of subsidiary – IDtek

On 3 November 2014, the Group acquired 70% of the issued share capital of IDtek Track-and-Trace SA (‘IDtek’), a company incorporated in Switzerland, gaining control of the company and its subsidiaries. IDtek provides RFID-led solutions to a wide range of industries including energy and automotive sectors, and it is our intention to utilise its expertise and intellectual property to develop new services for the healthcare market.

The provisional fair value of the net assets acquired and the related consideration were as follows:

	Fair value £’000
Property, plant and equipment		13
Intangible assets		730
Inventories		33
Trade and other receivables		533
Cash and cash equivalents		288
Trade and other payables		(497	)
Corporation tax payable		(53	)
Deferred taxation liabilities		(146	)
Long-term payables		(202	)
Minority interest		(396	)
Fair value of assets acquired		303
Cash consideration		2,286
Deferred consideration		419
Total consideration		2,705
Goodwill arising on acquisition		2,402

The goodwill arising on the acquisition of the business is attributable to the synergies generated following the integration of IDtek into the Group, and has been allocated to the HS segment.

In accordance with IFRS 3 (revised) ‘Business combinations’, management have made adjustments to the book value of net assets acquired to arrive at the fair values disclosed above.

Total transaction costs of £111,000 were incurred in the acquisition and were expensed within non-recurring items and acquisition-related costs.

Summary of cash flows:

Summary of cash flows:

	£’000
Cash consideration		2,286
Cash acquired with business		(288	)
Acquisition of subsidiaries – net of cash		1,998

Summary of deferred consideration

	£’000
At 29 March 2015		458
Amounts paid		(440	)
Adjustments		(7	)
Exchange differences		(11	)
As at 27 September 2015		—

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14 Post balance sheet events

On 2 October the shareholders of Synergy Health Limited voted to approve the combination of Synergy and STERIS Corp.

On 20 October 2015 the Directors paid an interim dividend for the year ending 3 April 2016 of 15.80 pence (2014: nil).

On 26 October all outstanding Synergy share options vested, and for non-SAYE options were exercised and converted to Synergy shares on the same day, according to the option-holders’ instructions. Also on the 26 October, trading on the London Stock Exchange in Synergy shares was suspended.

On 28 October, a hearing took place at the High Court where all outstanding Synergy shares were cancelled, barring only the one share held by New STERIS Limited.

There were no other material events subsequent to the year end and up to 30 October 2015, the date of approval of the Financial Statements by the Board.

Forward-looking statements

Certain information included in this announcement is forward-looking and involves risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements. Forward-looking statements cover all matters which are not historical facts and include, without limitation, projections relating to results of operations and financial conditions and the Company’s plans and objectives for future operations, including, without limitation, discussions of expected future revenue, financing plans, expected expenditures, risks associated with changes in economic conditions, the strength of the markets in the jurisdictions in which the Group operates, and changes in exchange and interest rates. Forward-looking statements can be identified by the use of forward-looking terminology including terms such as “believes”, “estimates”, “anticipates”, “expects”, “forecasts”, “intends”, “plans”, “projects”, “goal”, “target”, “aim”, “may”, “will”, “would”, “could”, or “should” or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are not guarantees of future performance. All forward-looking statements in this announcement are based upon information known to the Company on the date of this announcement. Accordingly, no assurance can be given that any particular expectation will be met and readers are cautioned not to place undue reliance on forward-looking statements, which speak only at their respective dates. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

Statement of Directors’ Responsibilities

We confirm that to the best of our knowledge:

• the condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU; and,

• the interim management report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

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This report has been approved by the Board of Directors and signed on its behalf by:

Richard Steeves

Chief Executive

30 October 2015

Registered office:Synergy Health Limited, Ground Floor Stella, Windmill Hill Business Park, Swindon, Wiltshire SN5 6NX Website:www.synergyhealthplc.com

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