Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2019 | |
Document And Entity Information [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q1 |
Entity Registrant Name | Nomad Foods Ltd. |
Entity Central Index Key | 0001651717 |
Current Fiscal Year End Date | --12-31 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Interim Statements of Financial Position - EUR (€) € in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Non-current assets | ||
Goodwill | € 1,861 | € 1,861 |
Intangibles | 2,085.8 | 2,087.2 |
Property, plant and equipment | 427.6 | 348.8 |
Other receivables | 2.5 | 2.6 |
Derivative financial instruments | 24.2 | 35.7 |
Deferred tax assets | 73 | 68.7 |
Total non-current assets | 4,474.1 | 4,404 |
Current assets | ||
Cash and cash equivalents | 753.2 | 327.6 |
Inventories | 339.5 | 342.5 |
Trade and other receivables | 190.6 | 173.9 |
Indemnification assets | 35.4 | 79.4 |
Derivative financial instruments | 10.9 | 13.4 |
Total current assets | 1,329.6 | 936.8 |
Total assets | 5,803.7 | 5,340.8 |
Current liabilities | ||
Trade and other payables | 574.7 | 571.6 |
Current tax payable | 206.6 | 201.2 |
Provisions | 37.8 | 44.3 |
Loans and borrowings | 40.8 | 21.4 |
Derivative financial instruments | 4 | 1.5 |
Total current liabilities | 863.9 | 840 |
Non-current liabilities | ||
Loans and borrowings | 1,855.1 | 1,742.9 |
Employee benefits | 213.9 | 200.6 |
Trade and other payables | 0.7 | 1.3 |
Provisions | 6.1 | 69.4 |
Derivative financial instruments | 27 | 35.4 |
Deferred tax liabilities | 391.3 | 392.1 |
Total non-current liabilities | 2,494.1 | 2,441.7 |
Total liabilities | 3,358 | 3,281.7 |
Net assets | 2,445.7 | 2,059.1 |
Equity attributable to equity holders | ||
Share capital | 0 | 0 |
Capital reserve | 2,094.1 | 1,748.5 |
Share based compensation reserve | 11.5 | 9.4 |
Founder Preferred Shares Dividend reserve | 370.1 | 372.6 |
Translation reserve | 89.5 | 88.8 |
Cash flow hedging reserve | 4.9 | 8.5 |
Accumulated deficit reserve | (123.5) | (167.9) |
Total equity | 2,446.6 | 2,059.9 |
Non-controlling interests | (0.9) | (0.8) |
Equity | € 2,445.7 | € 2,059.1 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Interim Statements of Profit or Loss - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Profit or loss [abstract] | ||
Revenue | € 617.8 | € 539.2 |
Cost of sales | (427.1) | (367.9) |
Gross profit | 190.7 | 171.3 |
Other operating expenses | (89.4) | (82.8) |
Exceptional items | (46.6) | (1.5) |
Operating profit | 54.7 | 87 |
Finance income | 1.6 | 6.2 |
Finance costs | (16.4) | (12.3) |
Net financing costs | (14.8) | (6.1) |
Profit before tax | 39.9 | 80.9 |
Taxation | (17.6) | (18.5) |
Profit | 22.3 | 62.4 |
Profit for the period | 22.4 | 62.4 |
Profit (loss), attributable to non-controlling interests | € (0.1) | € 0 |
Earnings per share | ||
Basic and diluted earnings per share (in euro per share) | € 0.13 | € 0.36 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Interim Statements of Comprehensive Income/(Loss) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of comprehensive income [abstract] | ||
Profit | € 22.3 | € 62.4 |
Other comprehensive (loss)/income: | ||
Actuarial losses on defined benefit pension plans | (13) | (7.1) |
Taxation credit on measurement of defined benefit pension plans | 3.7 | 2.3 |
Items not reclassified to the Statement of Profit or Loss | (9.3) | (4.8) |
Gain on investment in foreign subsidiary, net of hedge | 0.7 | 4.6 |
Effective portion of changes in fair value of cash flow hedges | (3.1) | (0.1) |
Taxation charge relating to components of other comprehensive income | (0.5) | (0.4) |
Items that may be subsequently reclassified to the Statement of Profit or Loss | (2.9) | 4.1 |
Other comprehensive loss for the period, net of tax | (12.2) | (0.7) |
Comprehensive income | 10.1 | 61.7 |
Total comprehensive income for the period | 10.2 | 61.7 |
Comprehensive income, attributable to non-controlling interests | € (0.1) | € 0 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Interim Statements of Changes in Equity - EUR (€) € in Millions | Total | Share capital | Capital reserve | Share based compensation reserve | Founder preferred shares dividend reserve | Translation reserve | Cash flow hedging reserve | Accumulated deficit reserve | Equity attributable to owners of parent [member] | Non-controlling interests [member] |
Equity attributable to owners of the parent (restated) | € 0 | € 1,623.7 | € 2.9 | € 493.4 | € 83.2 | € (3) | € (329.5) | € 1,870.7 | ||
Equity (restated) | € 1,870.7 | € 0 | ||||||||
Equity | 1,852.6 | 0 | ||||||||
Equity attributable to owners, beginning balance at Dec. 31, 2017 | 0 | 1,623.7 | 2.9 | 493.4 | 83.2 | (3) | (347.6) | 1,852.6 | ||
Fair value gain (loss) that would have been recognised in profit or loss or other comprehensive income if financial liabilities had not been reclassified as measured at amortised cost, initial application of IFRS 9 | 18.1 | 18.1 | ||||||||
Profit for the period | 62.4 | 62.4 | 62.4 | |||||||
Profit | 62.4 | |||||||||
Other comprehensive income (loss) for the year | (0.7) | 4.6 | (0.5) | (4.8) | (0.7) | |||||
Total comprehensive income for the period | 61.7 | 4.6 | (0.5) | 57.6 | 61.7 | |||||
Comprehensive income | 61.7 | 0 | ||||||||
Founder Preferred Shares Annual Dividend Amount | 120.8 | (120.8) | ||||||||
Share based payment charge | 2.2 | 2.2 | 2.2 | |||||||
Total transaction with owners, recognized directly in equity | 2.2 | 120.8 | 2.2 | (120.8) | 2.2 | |||||
Equity attributable to owners, ending balance at Mar. 31, 2018 | 0 | 1,744.5 | 5.1 | 372.6 | 87.8 | (3.5) | (271.9) | 1,934.6 | ||
Equity attributable to owners, beginning balance at Dec. 31, 2017 | 0 | 1,623.7 | 2.9 | 493.4 | 83.2 | (3) | (347.6) | 1,852.6 | ||
Fair value gain (loss) that would have been recognised in profit or loss or other comprehensive income if financial liabilities had not been reclassified as measured at amortised cost, initial application of IFRS 9 | 18.1 | |||||||||
Equity attributable to owners, ending balance at Dec. 31, 2018 | 2,059.9 | 0 | 1,748.5 | 9.4 | 372.6 | 88.8 | 8.5 | (167.9) | 2,059.9 | |
Equity | 1,934.6 | 0 | ||||||||
Equity attributable to owners of the parent (restated) | 0 | 1,748.5 | 9.4 | 372.6 | 88.8 | 8.5 | (136.6) | 2,091.2 | ||
Equity (restated) | 2,090.4 | (0.8) | ||||||||
Equity | 2,059.1 | (0.8) | ||||||||
Increase in reserves recognized of applying IFRS 16 | 31.3 | 31.3 | 31.3 | |||||||
Profit for the period | 22.4 | 22.4 | 22.4 | |||||||
Profit | 22.3 | (0.1) | ||||||||
Other comprehensive income (loss) for the year | (12.2) | 0.7 | (3.6) | (9.3) | (12.2) | |||||
Total comprehensive income for the period | 10.2 | 0.7 | (3.6) | 13.1 | 10.2 | |||||
Comprehensive income | 10.1 | (0.1) | ||||||||
Founder Preferred Shares Annual Dividend Amount | 2.5 | (2.5) | 0 | |||||||
Share based payment charge | 3.4 | 3.4 | 3.4 | |||||||
Issue of equity | 353 | 354.3 | (1.3) | 353 | ||||||
Payments for share issue costs | (11.2) | (11.2) | (11.2) | |||||||
Total transaction with owners, recognized directly in equity | 345.2 | 345.6 | 2.1 | (2.5) | 345.2 | |||||
Equity attributable to owners, ending balance at Mar. 31, 2019 | 2,446.6 | € 0 | € 2,094.1 | € 11.5 | € 370.1 | € 89.5 | € 4.9 | € (123.5) | € 2,446.6 | |
Equity | € 2,445.7 | € (0.9) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Interim Statements of Cash Flows - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Profit | € 22.3 | € 62.4 |
Adjustments for: | ||
Exceptional items | 46.6 | 1.5 |
Share based payment expense and related employer payroll tax expense | 3.4 | 2.2 |
Depreciation and amortization | 16.6 | 10 |
Loss on disposal of property, plant and equipment | 0 | 0.1 |
Finance costs | 16.4 | 12.3 |
Finance income | (1.6) | (6.2) |
Taxation | 17.6 | 18.5 |
Operating cash flow before changes in working capital, provisions and net of acquisitions | 121.3 | 100.8 |
Decrease in inventories | 6.6 | 19.6 |
Increase in trade and other receivables | (24.2) | (25.1) |
Increase/(decrease) in trade and other payables | 4.9 | (5.3) |
Increase in employee benefits and other provisions | 1.2 | 0.1 |
Cash generated from operations before tax and exceptional items | 109.8 | 90.1 |
Cash flows relating to exceptional items | (5.4) | (6) |
Profit for the period | 22.4 | 62.4 |
Tax paid | (3.6) | (2.6) |
Net cash generated from operating activities | 100.8 | 81.5 |
Cash flows from investing activities | ||
Contingent consideration for purchase of Lutosa brand | (1.5) | 0 |
Purchase of property, plant and equipment | (5.8) | (3.7) |
Purchase of intangibles | (0.4) | (1.1) |
Cash used in investing activities | (7.7) | (4.8) |
Cash flows from financing activities | ||
Proceeds from issuance of ordinary shares | 353.6 | 0 |
Share issuance costs | (11.2) | 0 |
Issuance of new loan principal | 0 | 100.4 |
Repayments of loan principal | (1.2) | 0 |
Payment of lease liabilities | (5.1) | 0 |
Cash paid related to factored receivables | (2.6) | 0 |
Proceeds on settlement of derivatives | 5 | 3.7 |
Interest paid | (8.6) | (7.1) |
Interest received | 0.8 | 0 |
Net cash provided by financing activities | 330.7 | 97 |
Net increase in cash and cash equivalents | 423.8 | 173.7 |
Cash and cash equivalents at beginning of period | 327.6 | 219.2 |
Effect of exchange rate fluctuations | 1.8 | 0.9 |
Cash and cash equivalents at end of period | € 753.2 | € 393.8 |
General information
General information | 3 Months Ended |
Mar. 31, 2019 | |
General Information About Financial Statements [Abstract] | |
General information | General information These unaudited condensed consolidated interim financial statements (“interim financial statements”) as at and for the three months ended March 31, 2019 comprise Nomad Foods Limited and its subsidiaries (together referred to as the “Company” or “Nomad”). Nomad Foods Limited (NYSE: NOMD) is a leading frozen foods company building a global portfolio of best-in-class food companies and brands within the frozen category and in the future across the broader food sector. Nomad produces, markets and distributes brands in 17 countries and has the leading market share in Western Europe. The Company’s portfolio of leading frozen food brands includes Birds Eye , Iglo , Findus , Goodfella's and Aunt Bessie's . The Company’s sales and working capital levels have historically been affected to a limited extent by seasonality. In general, sales volumes for frozen food are slightly higher in colder or winter months and variable production costs and working capital will vary depending on the harvesting and buying periods of seasonal raw materials, in particular vegetable crops. For example, stock levels typically peak in August to September just after the pea harvest and as a result, more working capital is required during those months. Nomad is a company registered in the British Virgin Islands and domiciled for tax in the United Kingdom. |
Basis of preparation
Basis of preparation | 3 Months Ended |
Mar. 31, 2019 | |
Basis Of Presentation [Abstract] | |
Basis of preparation | Basis of preparation These unaudited condensed consolidated interim financial statements for the three months ended March 31, 2019 have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the IASB and as adopted by the European Union. They do not include all the information required for a complete set of IFRS financial statements. The financial information consolidates the Company and the subsidiaries it controls and includes selected notes to explain events and transactions that are significant to an understanding of the changes in Nomad’s financial position and performance since the last annual consolidated financial statements. Therefore the unaudited condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2018 , which have been prepared in accordance with International Financial Reporting Standards as issued by the IASB and as adopted by the European Union (“IFRS”). These unaudited condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on May 8, 2019. On January 1, 2019, the Company adopted IFRS 16 Leases . which sets out the principles for the recognition, measurement, presentation and disclosure of leases and replaces IAS 17 ‘Leases’. The standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The Standard also contains enhanced disclosure requirements for lessees. Impact of adoption of IFRS 16 The Company has applied the modified retrospective approach allowed by IFRS 16 and so comparative figures have not been restated. All right-of-use assets have been measured at the amount of the lease liability on adoption (adjusted for any prepaid or accrued lease expenses). The Company has also elected to apply the practical expedients in IFRS 16 for short-term leases and leases for which the underlying asset is of low value. The weighted-average incremental borrowing rate for lease liabilities initially recognized as of January 1, 2019 was 2.9% , with the exception of the Bjuv lease which is discussed below. As a result of the adoption of this standard, the Company has capitalized eligible operating leases under the classification right-of-use assets within property, plant & equipment. The total amount capitalized on transition is €83.9 million . The discounted present value of lease payments has also been recognized as a lease payable of €120.8 million . As a consequence of transition, the onerous lease recognized in relation to a factory and cold store in Bjuv, Sweden as presented in Note 13 of €66.9 million has been released as an adjustment to equity attributable to the parent. The value of the right-of-use-asset recognized in relation to this lease has been subject to an impairment review on transition so that the value of the asset recognized is €35.6 million less than the lease payable. The net effect of these two adjustments of €31.3 million has been recognized as an increase in equity attributable to the parent. As all lease payments have become financing cash flows, the Company has seen a reduction in operating cash outflows, with a corresponding increase in financing cash outflows, based on leases in place as of the transition date. Within the Statement of Profit or Loss, a straight-line depreciation expense on the right-of-use-asset over the life of the lease and a front-loaded interest expense on the lease payable has replaced the operating lease expense. The actual impact of IFRS 16 on our profits depends not only on the lease agreements in effect at the time of adoption but also on new lease agreements entered into or terminated in 2019. The profit before tax for the three months ended March 31, 2019 has been negatively impacted by approximately €0.8 million as a result of adopting the new rules. Adjusted EBITDA has increased by approximately €4.3 million as the operating lease expenses were previously included within Adjusted EBITDA, but the depreciation on the right-of-use-asset of €4.0 million and interest on the lease liability are excluded. Summary of adjustments to the Statement of Financial Position arising from application of IFRS 16 as of January 1, 2019: Opening balance as reported Transition adjustments Opening balance IFRS 16 €m €m €m Property, plant and equipment 348.8 83.9 432.7 Current loans and borrowings (21.4 ) (20.4 ) (41.8 ) Non-current loans and borrowings (1,742.9 ) (100.4 ) (1,843.3 ) Current provisions (44.3 ) 3.6 (40.7 ) Non-current provisions (69.4 ) 63.3 (6.1 ) Trade and other payables — 1.3 1.3 Accumulated deficit reserve 167.9 (31.3 ) 136.6 Reconciliation from operating lease commitments to lease liability On adoption of IFRS 16, the group recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. €m Operating lease commitments disclosed as at December 31, 2018 181.6 Discounted using the incremental borrowing rate at January 1, 2019 (54.9 ) Less: short-term and low value leases recognized on a straight-line basis as expense (2.0 ) Less: contracts assessed as service agreements (8.1 ) Add: adjustments as a result of a different treatment of extension and termination options 4.2 Lease liability as at January 1, 2019 120.8 New accounting policy for leased assets applied from January 1, 2019, following the adoption of IFRS 16 As a result of the adoption of IFRS 16, the Company has changed its accounting policy for leases. The new policy is described below. Until the 2018 financial year, leases of property, plant and equipment where the Company, as a lessee, has substantially all the risks and rewards of ownership were classified as finance leases and all others as operating leases. The Company leases various properties, equipment and cars. On inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a contract contains a lease component, the Group has elected not to separate non-lease components and account for the lease and non-lease component as a single lease component. Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is classified within property, plant and equipment and is depreciated over the shorter of the asset's useful life or the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities are presented within loans and borrowings and include the net present value of expected lease payments, including those from extension options if the Company reasonably expects to exercise them. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Company’s incremental borrowing rate. Right-of-use assets are measured at cost comprising the amount of the lease liability, adjusted for payments made or received before the commencement date, initial direct costs and restoration costs. Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets primarily comprise IT equipment and small items of office furniture. Other changes Other than the changes required by IFRS 16 Leases , the accounting policies used by management in preparing these condensed consolidated financial statements were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2018 , except taxes on income. These are accrued based on management's estimate of the average annual effective income tax rate on profits excluding exceptional items, applied to the pre-tax income excluding exceptional items of the period. It also reflects the tax impact of exceptional items accounted for in the period. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the consolidated interim financial statements. |
Accounting estimates and judgme
Accounting estimates and judgments | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies, Changes in Accounting Estimates and Errors [Abstract] | |
Accounting estimates and judgments | Accounting estimates and judgments The preparation of financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise judgment in applying the accounting policies. The key areas involving a higher degree of judgment or complexity, or areas where assumptions are significant to the consolidated financial statements are highlighted under the relevant note. In preparing the condensed consolidated interim financial statements, the key sources of estimation uncertainty for the interim period ended March 31, 2019 , which were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2018 , were as follows: 3.1 Business Combinations The Company is required to recognize separately, at the acquisition date, the identifiable assets, liabilities and contingent liabilities acquired or assumed in a business combination at their fair values. This involves judgment over whether intangible assets can be separately identified as well as an estimate of fair value of all assets and liabilities acquired. Such estimates are based on valuation techniques, which require considerable judgment in forecasting future cash flows and developing other assumptions. These estimates are based on information available on the acquisition date and assumptions that have been deemed reasonable by management. The following judgments, estimates and assumptions can materially affect our financial position and profit: • The fair value of intangible and tangible assets that are subject to depreciation or amortization in future periods. • Future changes to the assumptions used in estimating the value of assets and liabilities may result in additional expenses or income. 3.2 Fair value of derivative financial instruments Note 12 includes details of the fair value of the derivative instruments that the Company holds at the end of each financial period. The fair value of derivatives is determined using forward rates at the balance sheet date, with the resulting value discounted back to present value. 3.3 Employee benefit obligation The Company operates a number of defined benefit pension schemes and post-employment benefit schemes which are valued by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. Each Scheme has an actuarial valuation performed and is dependent on a series of assumptions. See Note 14 for details of material changes, if any, to assumptions since December 31, 2018 . 3.4 Carrying value of goodwill and brands Determining whether goodwill and brands are impaired requires an estimation of the value in use of the cash generating unit to which goodwill and brands have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. A value in use calculation is carried out on an annual basis unless the Company identifies triggers that would indicate that the carrying value of these assets is impaired. 3.5 Revenue discounts and trade marketing expense Discounts given by the Company include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. Each customer has a unique agreement that is governed by a combination of observable and unobservable performance conditions. At each quarter end date, any discount incurred but not yet invoiced is estimated, based on historical trends and rebate contracts with customers, and accrued as ‘trade terms’. See Note 12, which include details of trade terms balances included within trade receivables. In certain cases the estimate for discounts requires the use of forecast information for future trading periods and so there arises a degree of estimation uncertainty. These estimates are sensitive to variances between actual results and forecasts. The current accruals reflect the Company’s best estimate of these forecasts. Trade marketing expense is comprised of amounts paid to retailers for programs designed to promote Company products. The ultimate costs of these programs will depend upon retailer performance and is the subject of significant management estimates. The Company records as an expense, the estimated ultimate cost of the program in the period during which the program occurs and is based upon the programs offered, timing of those offers, estimated retailer performance based on history, management’s experience and current economic trends. 3.6 Uncertain tax positions Where tax exposures can be quantified, an accrual for uncertain tax positions is made based on best estimates and management’s judgments with regard to the amounts expected to be paid to the relevant tax authority. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could in future periods experience adjustments to these accruals. The factors considered include the progress of discussions with the tax authorities and the level of documentary support for historical positions taken by previous owners. 3.7 Share based payments The Company at the end of each reporting period, in estimating its share-based payment charge assesses and revises its estimates of the number of interests that are expected to vest based on the non-market vesting conditions. Note 15 contains details of these assumptions and of the valuation model used. 3.8 Impairment of property, plant and equipment Items of property, plant and equipment that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to dispose and its value in use. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations1 [Abstract] | |
Acquisitions | Acquisitions (a) Goodfella’s Pizza On April 21, 2018, the Company completed its acquisition of all of the share capital of Green Isle Foods Limited (“Goodfella’s Pizza”) for £209.7 million ( €239.0 million ), including post-acquisition working capital and net debt adjustments. Goodfella’s Pizza (legal entity subsequently renamed Birds Eye Pizza Limited), is a pizza producer based in Ireland that complements our existing business model. The purchase price allocation exercise over the assets and liabilities of Birds Eye Pizza Limited at the date of acquisition and the consideration paid, was finalized on April 20, 2019 without any changes to the provisional estimates reported as at December 31, 2018. These were as follows: April 21, 2018 €m Assets: Intangible assets 158.0 Property, plant and equipment 33.2 Current assets 7.5 Inventories 10.7 Deferred tax assets 0.9 Total assets 210.3 Liabilities: Current liabilities 31.2 Deferred tax liabilities 22.6 Total liabilities 53.8 Total identifiable net assets acquired 156.5 Total purchase consideration 239.0 Total identifiable net assets acquired (156.5 ) Goodwill 82.5 Goodwill recognized on acquisition is €82.5 million , attributable mainly to the growth prospects for the business expected organically and operational synergies. (b) Toppfrys AB Effective March 2, 2018, the Company acquired a 60% stake of the outstanding share capital of Toppfrys AB, a pea processing business in Sweden that complements our existing business model. The Company paid €1.7 million (SEK 17.0 million ) for the equity share acquired and subsequently provided loans of €1.5 million (SEK 13.6 million ), bringing the total payments to €3.2 million (SEK 30.6 million ). The Company has consolidated the business and has recognized a 40% non-controlling interest as it was determined to have control based on an assessment of the acquired business. The shareholder arrangements include a put option for the non-controlling interest to sell their remaining shares from 2020 and call options for the Company to acquire the remaining shares from 2022. The purchase price allocation exercise for the acquisition was finalized on March 1, 2019, valuing the 60% stake of net liabilities acquired at €0.1 million and resulting in goodwill recognized of €1.8 million . The Company believes the future value of goodwill will be obtained through its market position in Sweden. The revenue and profit or loss since the acquisition date to December 31, 2018 were immaterial to the consolidated financial statements. On December 29, 2018, the Company increased its stake in Toppfrys AB to 81% , acquiring newly issued shares for consideration of €3.0 million (SEK 30.7 million ). The shares were settled in exchange for loans payable by the subsidiary to another wholly owned subsidiary. The Company continues to consolidate the business and has recognized a 19% non-controlling interest from this date. (c) Aunt Bessie's On July 2, 2018, the Company completed its acquisition of all the share capital of Aunt Bessie’s Limited (“Aunt Bessie's”) from William Jackson & Son Limited for a purchase price of £209.0 million ( €235.9 million ). Aunt Bessie’s is a leading frozen food company in the United Kingdom where it manufactures, distributes and sells a range of branded frozen food products. The Aunt Bessie’s brand holds number one and number two market share positions, respectively, within frozen Yorkshire puddings and frozen potatoes, which combine to represent the majority of its revenues. The preliminary assessment of the fair values of assets and liabilities of Aunt Bessie's at the date of acquisition and the consideration paid are the same as those reported as at December 31, 2018, which were as follows: July 2, 2018 €m Assets: Intangible assets 205.3 Property, plant and equipment 23.1 Current assets 19.5 Inventories 13.2 Total assets 261.1 Liabilities: Current liabilities 18.7 Deferred tax liabilities 37.6 Total liabilities 56.3 Total identifiable net assets acquired 204.8 Total purchase consideration 235.9 Total identifiable net assets acquired (204.8 ) Goodwill 31.1 The preliminary estimate of goodwill is €31.1 million . The goodwill recognized is attributable mainly to the growth prospects for the business expected organically and operational synergies. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition are identified, then the accounting for the acquisition will be revised. Indemnification assets €m Balance at January 1 79.4 Release of indemnification asset (44.0 ) Balance at March 31 35.4 As at March 31, 2019 , €29.8 million ( December 31, 2018 : €73.8 million ) of the indemnification assets relate to the acquisition of the Findus Group for which 2,063,087 shares are held in escrow and are valued at $20.45 ( €18.22 ) ( December 31, 2018 : 6,964,417 shares valued at $16.72 ( €14.62 )) each. The shares placed in escrow will be released in stages over a four-year period beginning January 2019 and each anniversary thereafter. In January 2019, 4,901,330 shares were released from escrow. As a consequence the indemnification asset was reduced by a value of €44.0 million in the three months ended March 31, 2019. The corresponding charge has been recognized within exceptional items in Note 6. The indemnification asset of €5.6 million ( December 31, 2018 : €5.6 million ) recognized in relation to the Goodfella’s Pizza acquisition relates to several contingent liabilities that arose prior to acquisition. As at March 31, 2019 , € 0.5 million ( December 31, 2018 : €0.5 million ) of the indemnification assets relate to liabilities with customers for which the seller has provided an indemnity. The remainder relates to other contingent liabilities which are covered by insurance policies taken out by the seller. A liability has also been recognized in the balance sheet to the same extent as the asset. |
Segment reporting
Segment reporting | 3 Months Ended |
Mar. 31, 2019 | |
Operating Segments [Abstract] | |
Segment reporting | Segment reporting The Chief Operating Decision Maker (“CODM”) of the Company considers there to be one reporting and operating segment, being “Frozen Foods” and is reflected in the segment presentation below for the periods presented. For the three months ended March 31, 2019 2018 Note €m €m Profit for the period 22.3 62.4 Taxation 17.6 18.5 Net financing costs 7 14.8 6.1 Depreciation 14.6 8.5 Amortization 2.0 1.5 EBITDA 71.3 97.0 Exceptional items 6 46.6 1.5 Other adjustments 4.2 4.7 Adjusted EBITDA 122.1 103.2 Other adjustments include the elimination of share-based payment expense and related employer payroll tax expense for the three months ended March 31, 2019 of €4.2 million ( 2018 : €2.2 million ) and elimination of M&A related investigation costs, professional fees, transaction costs, purchase accounting related valuations and post-close transaction costs for the three months ended March 31, 2019 of nil ( 2018 : €2.5 million ). Nomad excludes these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. No information on segment assets or liabilities is presented to the CODM. External revenue by geography For the three months ended March 31, 2019 2018 €m €m United Kingdom 179.5 109.9 Italy 114.5 115.0 Germany 87.2 88.1 Sweden 49.5 49.5 France 43.0 44.0 Norway 31.4 31.0 Austria 30.6 29.5 Spain 19.5 19.7 Rest of Europe 62.6 52.5 Total external revenue by geography 617.8 539.2 |
Exceptional items
Exceptional items | 3 Months Ended |
Mar. 31, 2019 | |
Analysis of income and expense [abstract] | |
Exceptional items | Exceptional items For the three months ended March 31, 2019 2018 €m €m Findus Group integration costs 1.8 1.5 Release of indemnification assets 44.0 — Supply chain reconfiguration (1.3 ) — Goodfella's Pizza & Aunt Bessie's integration costs 1.8 — Factory optimization 0.3 — Total exceptional items 46.6 1.5 Following the acquisition of the Findus Group in November 2015, the Company initiated a substantial integration project. Costs of €1.8 million have been incurred in the three months ended March 31, 2019 ( 2018 : €1.5 million ) which relate to the roll-out of the Nomad ERP system. We do not consider these items to be indicative of our ongoing operating performance. The charge for the release of indemnification assets relates to the partial release of shares held in escrow associated with the acquisition of the Findus Group as discussed in Note 11. We do not consider these items to be indicative of our ongoing operating performance. Supply chain reconfiguration relates to activities associated with the closure of the Bjuv manufacturing facility in Sweden which ceased production in 2017. The credit of €1.3 million for the three months ended March 31, 2019 was primarily due to the finalization of consideration received for the sale of the industrial property, which completed in 2018. We do not consider these items to be indicative of our ongoing operating performance. Following the acquisition of the Goodfella’s pizza business in April 2018 and the Aunt Bessie's business in July 2018, the Company has initiated an integration project. Expenses of €1.8 million have been incurred in the three months ended March 31, 2019. We do not consider these items to be indicative of our ongoing operating performance. In 2018, the Company initiated a three-year factory optimization program. The focus of the program is to develop a new suite of standard manufacturing and supply chain processes, that will provide a single network of optimized factories. The program is expected to provide a number of benefits, including an optimized supply chain infrastructure, benefits derived from the implementation of a standardized global manufacturing and planning processes, and an increased level of sustainable performance improvement. Costs of €0.3 million have been incurred in the year ended March 31, 2019. We do not consider these items to be indicative of our ongoing operating performance. T he tax credit impact of the exceptional items for the three months ended March 31, 2019 amounts to €0.5 million ( 2018 : €0.4 million ). Included in the Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2019 is €5.4 million ( 2018 : €6.0 million ) of cash outflows relating to exceptional items. This includes cash flows related to the above item in addition to the cash impact of the settlement of provisions brought forward from previous accounting periods. |
Finance income and costs
Finance income and costs | 3 Months Ended |
Mar. 31, 2019 | |
Analysis of income and expense [abstract] | |
Finance income and costs | Finance income and costs For the three months ended March 31, 2019 2018 €m €m Finance income Interest income 0.8 0.1 Net fair value gains on derivatives held for trading — 5.0 Net foreign exchange gains on translation of financial assets and liabilities 0.8 1.1 Total finance income 1.6 6.2 Interest expense (a) (12.9 ) (11.0 ) Interest expense on lease liabilities (1.3 ) — Net pension interest costs (0.9 ) (0.9 ) Amortization of borrowing costs (0.5 ) (0.1 ) Net fair value losses on derivatives held for trading (0.8 ) — Interest on unwinding discounted items — (0.3 ) Total finance costs (16.4 ) (12.3 ) Net finance costs (14.8 ) (6.1 ) (a) Interest expense is shown net of gains recycled from the cash flow hedge reserve on cross currency interest rate swaps. |
Taxation
Taxation | 3 Months Ended |
Mar. 31, 2019 | |
Income Taxes [Abstract] | |
Taxation | Taxation Income tax expense of €17.6 million for the three months period to March 31, 2019 ( 2018 : €18.5 million ) is accrued based on management’s estimate of the average annual effective income tax rate on profits excluding exceptional items, applied to the pre-tax income excluding exceptional items of the periods. This estimate takes into account the reduction in provisions due to resolution of certain pre-acquisition risks previously covered by escrow. It also reflects the tax impact of exceptional items accounted for in the periods. The Company’s subsidiaries, which are subject to tax, operate in many different jurisdictions and, in some of these, certain tax matters are under discussion with local tax authorities. These discussions are often complex and can take many years to resolve. Accruals for tax contingencies require management to make estimates and judgments with respect to the ultimate outcome of a tax audit, and actual results could vary from these estimates. Where tax exposures can be quantified, a provision is made based on best estimates and management’s judgment. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could in future periods experience adjustments to this provision. Management believes that the Company’s tax position on all open matters, including those in current discussion with local tax authorities, is robust and that the Company is appropriately provided. |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings per share [abstract] | |
Earnings per share | Earnings per share For the three months ended March 31, 2019 2018 Basic earnings per share Profit for the period attributable to equity owners of the parent (€m) 22.4 62.4 Weighted average Ordinary Shares and Founder Preferred Shares (basic) in millions 178.4 175.5 Basic earnings per share € 0.13 € 0.36 For the three months ended March 31, 2019 , basic earnings per share is calculated by dividing the profit for the period attributable to equity owners of the parent of €22.4 million ( 2018 : €62.4 million ) by the weighted average number of ordinary shares of 176.9 million ( 2018 : 174.0 million ) and Founder Preferred Shares of 1.5 million ( 2018 : 1.5 million ). The weighted average ordinary shares in 2019 includes the January 2, 2019 issuance of the Founder Preferred Shares Annual Dividend Amount as set out in Note 17. For the three months period ended March 31, 2019 , the number of shares in both the diluted and basic earnings per share calculation has been adjusted by 53,498 shares for the dilutive impact of the 2018 Non-Executive Restricted Stock Awards that the Company are obligated to issue in 2019. In addition to this, share awards due to be issued under the LTIP management incentive plan have been included (2016 award grant: 278,209 shares, and 2017 award grant: 85,315 shares) where contingent events have occurred and the company is obligated to issue these in January 2020 after the vesting period has been completed. Refer to Note 15 for further details. There is no adjustment to the profit for the period. For the three months ended March 31, 2019 2018 Diluted earnings per share Profit for the period attributable to equity owners of the parent (€m) 22.4 62.4 Weighted average Ordinary Shares and Founder Preferred Shares (diluted) in millions 178.4 175.5 Diluted earnings per share € 0.13 € 0.36 The Ordinary shares that could be issued to settle the Founder Preferred Shares Annual Dividend Amount are potentially dilutive, but as set out in Note 17, the Founder Preferred Shares Annual Dividend Amount is determined with reference to the Dividend Determination Period of a financial year, i.e. the last ten consecutive trading days of 2019. |
Cash and cash equivalents
Cash and cash equivalents | 3 Months Ended |
Mar. 31, 2019 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Cash and cash equivalents | Cash and cash equivalents March 31, 2019 December 31, 2018 €m €m Cash and cash equivalents 753.1 327.5 Restricted cash 0.1 0.1 Cash and cash equivalents 753.2 327.6 ‘Cash and cash equivalents’ comprise cash balances and call deposits. There were no bank overdrafts reported in either period. Restricted cash comprises money that is primarily reserved for a specific purpose and therefore not available for immediate or general business use. |
Indemnification assets
Indemnification assets | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations1 [Abstract] | |
Indemnification assets | Acquisitions (a) Goodfella’s Pizza On April 21, 2018, the Company completed its acquisition of all of the share capital of Green Isle Foods Limited (“Goodfella’s Pizza”) for £209.7 million ( €239.0 million ), including post-acquisition working capital and net debt adjustments. Goodfella’s Pizza (legal entity subsequently renamed Birds Eye Pizza Limited), is a pizza producer based in Ireland that complements our existing business model. The purchase price allocation exercise over the assets and liabilities of Birds Eye Pizza Limited at the date of acquisition and the consideration paid, was finalized on April 20, 2019 without any changes to the provisional estimates reported as at December 31, 2018. These were as follows: April 21, 2018 €m Assets: Intangible assets 158.0 Property, plant and equipment 33.2 Current assets 7.5 Inventories 10.7 Deferred tax assets 0.9 Total assets 210.3 Liabilities: Current liabilities 31.2 Deferred tax liabilities 22.6 Total liabilities 53.8 Total identifiable net assets acquired 156.5 Total purchase consideration 239.0 Total identifiable net assets acquired (156.5 ) Goodwill 82.5 Goodwill recognized on acquisition is €82.5 million , attributable mainly to the growth prospects for the business expected organically and operational synergies. (b) Toppfrys AB Effective March 2, 2018, the Company acquired a 60% stake of the outstanding share capital of Toppfrys AB, a pea processing business in Sweden that complements our existing business model. The Company paid €1.7 million (SEK 17.0 million ) for the equity share acquired and subsequently provided loans of €1.5 million (SEK 13.6 million ), bringing the total payments to €3.2 million (SEK 30.6 million ). The Company has consolidated the business and has recognized a 40% non-controlling interest as it was determined to have control based on an assessment of the acquired business. The shareholder arrangements include a put option for the non-controlling interest to sell their remaining shares from 2020 and call options for the Company to acquire the remaining shares from 2022. The purchase price allocation exercise for the acquisition was finalized on March 1, 2019, valuing the 60% stake of net liabilities acquired at €0.1 million and resulting in goodwill recognized of €1.8 million . The Company believes the future value of goodwill will be obtained through its market position in Sweden. The revenue and profit or loss since the acquisition date to December 31, 2018 were immaterial to the consolidated financial statements. On December 29, 2018, the Company increased its stake in Toppfrys AB to 81% , acquiring newly issued shares for consideration of €3.0 million (SEK 30.7 million ). The shares were settled in exchange for loans payable by the subsidiary to another wholly owned subsidiary. The Company continues to consolidate the business and has recognized a 19% non-controlling interest from this date. (c) Aunt Bessie's On July 2, 2018, the Company completed its acquisition of all the share capital of Aunt Bessie’s Limited (“Aunt Bessie's”) from William Jackson & Son Limited for a purchase price of £209.0 million ( €235.9 million ). Aunt Bessie’s is a leading frozen food company in the United Kingdom where it manufactures, distributes and sells a range of branded frozen food products. The Aunt Bessie’s brand holds number one and number two market share positions, respectively, within frozen Yorkshire puddings and frozen potatoes, which combine to represent the majority of its revenues. The preliminary assessment of the fair values of assets and liabilities of Aunt Bessie's at the date of acquisition and the consideration paid are the same as those reported as at December 31, 2018, which were as follows: July 2, 2018 €m Assets: Intangible assets 205.3 Property, plant and equipment 23.1 Current assets 19.5 Inventories 13.2 Total assets 261.1 Liabilities: Current liabilities 18.7 Deferred tax liabilities 37.6 Total liabilities 56.3 Total identifiable net assets acquired 204.8 Total purchase consideration 235.9 Total identifiable net assets acquired (204.8 ) Goodwill 31.1 The preliminary estimate of goodwill is €31.1 million . The goodwill recognized is attributable mainly to the growth prospects for the business expected organically and operational synergies. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition are identified, then the accounting for the acquisition will be revised. Indemnification assets €m Balance at January 1 79.4 Release of indemnification asset (44.0 ) Balance at March 31 35.4 As at March 31, 2019 , €29.8 million ( December 31, 2018 : €73.8 million ) of the indemnification assets relate to the acquisition of the Findus Group for which 2,063,087 shares are held in escrow and are valued at $20.45 ( €18.22 ) ( December 31, 2018 : 6,964,417 shares valued at $16.72 ( €14.62 )) each. The shares placed in escrow will be released in stages over a four-year period beginning January 2019 and each anniversary thereafter. In January 2019, 4,901,330 shares were released from escrow. As a consequence the indemnification asset was reduced by a value of €44.0 million in the three months ended March 31, 2019. The corresponding charge has been recognized within exceptional items in Note 6. The indemnification asset of €5.6 million ( December 31, 2018 : €5.6 million ) recognized in relation to the Goodfella’s Pizza acquisition relates to several contingent liabilities that arose prior to acquisition. As at March 31, 2019 , € 0.5 million ( December 31, 2018 : €0.5 million ) of the indemnification assets relate to liabilities with customers for which the seller has provided an indemnity. The remainder relates to other contingent liabilities which are covered by insurance policies taken out by the seller. A liability has also been recognized in the balance sheet to the same extent as the asset. |
Financial instruments
Financial instruments | 3 Months Ended |
Mar. 31, 2019 | |
Financial Instruments [Abstract] | |
Financial instruments | Financial instruments The following table shows the carrying amount of each Statement of Financial Position class split into the relevant category of financial instrument as defined in IFRS 9 “Financial Instruments”. Financial assets at amortized cost Financial Assets at Fair Value through profit or loss Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total March 31, 2019 €m €m €m €m €m €m Assets Derivative financial instruments — — 1.8 33.3 — 35.1 Trade receivables 127.6 6.2 — — — 133.8 Cash and cash equivalents 671.8 81.4 — — — 753.2 Liabilities Derivative financial instruments — — — (31.0 ) — (31.0 ) Trade and other payables excluding non-financial liabilities — — — — (528.8 ) (528.8 ) Loans and borrowings — — — — (1,906.4 ) (1,906.4 ) Total 799.4 87.6 1.8 2.3 (2,435.2 ) (1,544.1 ) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €104.7 million . Following the adoption of IFRS 16 Leases on January 1, 2019, loans and borrowings now includes €115.7 million relating to lease liabilities. The Company entered into facilities with third-party banks in which the Company may sell qualifying trade debtors on a non-recourse basis. Under the terms of the agreements, the Company has transferred substantially all the credit risks and control of the receivables, which are subject to this agreement, and accordingly €45.4 million (December 31, 2018: €51.0 million ) of trade receivables has been derecognized at the period end. Loans and borrowings are stated gross of capitalized deferred borrowing costs. Financial assets at amortized cost Financial Assets at Fair Value through profit or loss Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total December 31, 2018 €m €m €m €m €m €m Assets Derivative financial instruments — — 4.6 44.5 — 49.1 Trade receivables 98.3 — — — — 98.3 Cash and cash equivalents 297.0 30.6 — — — 327.6 Liabilities Derivative financial instruments — — (0.3 ) (36.6 ) — (36.9 ) Trade and other payables excluding non-financial liabilities — — — — (534.9 ) (534.9 ) Loans and borrowings — — — — (1,775.2 ) (1,775.2 ) Total 395.3 30.6 4.3 7.9 (2,310.1 ) (1,872.0 ) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €165.1 million . Loans and borrowings are stated gross of capitalized deferred borrowing costs. The Company has determined that the carrying amount of trade receivables, trade payables and cash and cash equivalents are a reasonable approximation of fair value. Derivative financial instruments The financial instruments are not traded in an active market and so the fair value of these instruments is determined from the implied forward rate. The valuation technique utilized by the Company maximizes the use of observable market data where it is available. All significant inputs required to fair value the instrument are observable. The Company has classified its derivative financial instruments as level 2 instruments as defined in IFRS 13 “Fair value measurement”. Cross currency interest rate swaps are managed based on their net exposure to credit risks. The Company has used the exception in IFRS 13 to allow this group of derivatives to be measured on a net basis by each counterpart. Interest bearing loans and borrowings The fair value of the Senior Secured Notes is determined by reference to price quotations in the active market in which they are traded. They are classified as level 1 instruments. The fair value of the senior loans is calculated by discounting the expected future cash flows at the period’s prevailing interest rates. They are classified as level 2 instruments. The Company has outstanding Senior Loans of €558.0 million and $953.4 million respectively (the “Loans”) ( €849.5 million ). Loans are repayable on May 15, 2024. The Senior USD Loan amortizes at a rate of 1% per annum payable in principal in May each year until debt maturity. As part of the Senior Loan structure, the Group is additionally required to undertake an annual excess cashflow calculation, with any amount becoming repayable shortly thereafter. As a result of this, €12.1 million has been repaid in April 2019. An €80.0 million Revolving Credit Facility is available until May 15, 2023 and is utilized also to support the issuance of letters of credit and bank guarantees. The Company uses cross currency interest rate swaps to convert $953.4 million of Senior USD Loans into €860.8 million of EUR denominated debt with a fixed rate of interest, designated as a cash flow hedge. Additional cross currency interest rate swaps have been entered into that receive €312.9 million with fixed interest flows and pays £263.4 million with fixed interest flows. £224.7 million of these swaps have been designated as a net investment hedge of the Company's investments in Pound Sterling. These hedging instruments mirror the annual amortization payments made under the loans and are revised for repayments made under the annual excess cashflow calculation. Nomad Foods BondCo Plc has €400.0 million of 3.25% Senior Secured notes due May 15, 2024 (the “Notes”). Interest on the Notes is payable semi-annually in arrears on May 15 and November 15. The Senior Loans, Notes and any drawn balances of the Revolving Credit Facility are guaranteed on a senior basis and secured with equal ranking against assets of the Company and specified subsidiaries. Fair value Carrying value March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 €m €m €m €m Senior EUR/USD loans 1,395.2 1,347.2 1,388.9 1,372.2 Other external debt 1.8 3.0 1.8 3.0 2024 fixed rate senior secured notes 408.7 395.2 400.0 400.0 Less deferred borrowing costs — — (10.5 ) (10.9 ) 1,805.7 1,745.4 1,780.2 1,764.3 |
Provisions
Provisions | 3 Months Ended |
Mar. 31, 2019 | |
Other Provisions, Contingent Liabilities and Contingent Assets [Abstract] | |
Provisions | Provisions Restructuring Onerous/ unfavorable contracts Provisions related to other taxes Contingent consideration Other Total €m €m €m €m €m €m Balance as of January 1. 2019 12.3 68.8 5.8 1.5 25.3 113.7 Impact of transition to IFRS 16 — (66.9 ) — — — (66.9 ) Restated balance as of January 1, 2019 12.3 1.9 5.8 1.5 25.3 46.8 Additional provision in the period — — 0.1 — 1.2 1.3 Release of provision — — — — (0.2 ) (0.2 ) Utilization of provision (2.4 ) (0.2 ) — (1.5 ) (0.2 ) (4.3 ) Foreign exchange 0.1 0.1 — — 0.1 0.3 Balance at March 31, 2019 10.0 1.8 5.9 — 26.2 43.9 Analysis of total provisions: March 31, 2019 December 31, 2018 Impact of transition to IFRS 16 Restated balance as of December 31, 2018 Current 37.8 44.3 (3.6 ) 40.7 Non-current 6.1 69.4 (63.3 ) 6.1 Total 43.9 113.7 (66.9 ) 46.8 Restructuring The €10.0 million ( December 31, 2018 : €12.3 million ) provision relates to committed plans for certain restructuring activities of an exceptional nature which are due to be completed within the next 15 months . € 2.4 million has been utilized in the three months ended March 31, 2019 , which relates to the closure of the production facilities in Bjuv, Sweden and other reorganizational activities across the Company. Onerous/unfavorable contracts Of the onerous/unfavorable contracts provision reported as of December 31, 2018 , €66.9 million was held in relation to a lease for a warehouse and factory facility in Bjuv, Sweden. The factory is vacant and the Company currently anticipates the warehouse space will not be fully utilized by the Company or other third parties, so the lease was identified as being onerous. As disclosed in Note 2, upon transition to IFRS 16 Leases the full lease liability is now recognized in the Statement of Financial Position so that the provision has been released. The remaining provision of €1.8 million ( December 31, 2018 : €1.9 million ) relates to a service contract covering the same warehouse facility. Provisions related to other taxes The €5.9 million ( December 31, 2018 : €5.8 million ) provision relates to other taxes due to tax authorities after tax investigations within certain operating subsidiaries of the Nomad Group. Contingent consideration During the three months period ended March 31, 2019 , the contingent consideration provision was utilized to settle all remaining liabilities in respect of the Lutosa Brand, which is being used under license until 2020. Other Other provisions include €6.6 million ( December 31, 2018 : €6.6 million ) of contingent liabilities acquired as part of the Goodfella’s Pizza acquisition that are indemnified by the Seller’s insurance policies, €5.0 million ( December 31, 2018 : €5.0 million ) of potential obligations in Italy, €6.0 million ( December 31, 2018 : €5.9 million ) for asset retirement obligations recognized as part of the Findus acquisition, €1.8 million ( December 31, 2018 : €1.8 million ) professional fees in respect of the above mentioned tax investigations and other obligations from previous accounting periods. |
Employee benefits
Employee benefits | 3 Months Ended |
Mar. 31, 2019 | |
Employee Benefits [Abstract] | |
Employee benefits | Employee benefits The Company operates defined benefit pension plans in Germany, Italy, Sweden and Austria as well as various contribution plans in other countries. The defined benefit pension plans are partially funded in Germany and Austria and unfunded in Sweden and Italy. In addition, an unfunded post-retirement medical plan is operated in Austria. In Germany and Italy, long term service awards are in operation and various other countries provide other employee benefits. There were no changes in the nature of any schemes in the three months ended March 31, 2019 . The total net employee benefit obligations as at March 31, 2019 is as follows: €m Balance as of January 1, 2019 200.6 Service cost 1.4 Net interest expense 0.9 Actuarial loss on pension scheme valuations 13.0 Benefits paid (1.1 ) Foreign exchange differences on translation (0.9 ) Balance as of March 31, 2019 213.9 The principal assumptions applied for the valuation at March 31, 2019 were the same as those applied at December 31, 2018 , except for the German plans which are the most significant in terms of plan assets and liabilities in the Company. The discount rate applied to the German defined benefits obligations decreased from 1.75% to 1.45% . |
Share based compensation reserv
Share based compensation reserve | 3 Months Ended |
Mar. 31, 2019 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Share based compensation reserve | Share based compensation reserve During 2015, the Company established a discretionary share award scheme, the Long-term Incentive Plan ("LTIP"), which enables the Company’s Compensation Committee to make grants (“Awards”) in the form of rights over ordinary shares, to any Director, Non-Executive Director or employee of the Company. The Compensation Committee currently awards grants to Senior Management, including those that are Directors and Non-Executive Directors. All Awards are to be settled by physical delivery of shares. Director and Senior Management Share Awards As part of its long term incentive initiatives, the Company has awarded 4,462,899 restricted shares to the management team (the “Management Share Awards”) as of the following three award dates. January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Total Number of awards outstanding at January 1, 2019 3,025,953 1,015,000 583,700 4,624,653 Forfeitures in the period (35,439) (20,000) (21,000) (76,439) Awards vested and issued in period — (85,315) — (85,315) Number of awards outstanding at March 31, 2019 2,990,514 909,685 562,700 4,462,899 A revision in the first quarter 2019 to the January 1, 2016, 2017 and 2018 awards schemes occurred, resulting in changes to the EBITDA Performance Target Conditions, benchmark market share price targets and the timing of when the conditions vest. Relevant to each grant, the vesting of such awards is subject to the following performance conditions: up to one-half of such award will vest if the Company achieves one of a range of benchmark market share price performance targets over a revised four or five year period (the "Share Price Performance Condition") and up to one-half of such award will vest upon the Company achieving one of a range of cumulative EBITDA performance targets over a four-year period (the "EBITDA Performance Condition"). If the Share Price Performance Condition is satisfied, up to 50% of the shares subject to the Share Price Performance Condition will vest in the initial two-year period following the grant and up to 50% of the shares subject to the Share Price Performance Condition will vest over the subsequent two or three-year period following the grant, depending on the award. • For the 2016 award, the initial two -year period is through to January 1, 2018 and the subsequent three -year period is through to January 1, 2021. • For the 2017 award, the initial two -year period is through to January 1, 2019 and the subsequent two -year period is through to January 1, 2021. • For the 2018 award, the initial two -year period is through to January 1, 2020 and the subsequent three -year period is through to January 1, 2023. With respect to each such award, if the respective EBITDA Performance Condition is satisfied, up to 50% of such award subject to the EBITDA Performance Condition will vest on January 1, 2020, 2021 and 2022, respectively, as the case may be. The incremental fair value granted as a result of the modifications made to the January 1, 2016 and 2017 awards was $9.9 million ( €8.7 million ), $1.1 million ( €1.0 million ), respectively. There was no incremental fair value on modification for the January 1, 2018 award. In September 2018, 294,810 restricted shares granted as part of the 2016 Management Share Awards vested at a share price of $20.72 , resulting in the issuance of 181,054 ordinary shares to participants in the LTIP in October 2018 (net of 113,756 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares). In January 2019, 85,315 restricted shares granted as part of the 2017 Management Share Awards vested at a share price of $17.11 , resulting in the issuance of 51,932 ordinary shares to participants in the LTIP (net of 33,383 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares). The stock compensation charge reported within the Consolidated Statement of Profit or Loss for the three months ended March 31, 2019 related to the Director and Senior Management Share Awards is €3.2 million ( Three months ended March 31, 2018 : €2.1 million ). The Company calculates the cost of the Management Share Awards based upon their fair value using the Monte Carlo Model, which is considered to be the most appropriate methodology considering the restricted shares only vest once the market performance conditions have been satisfied, as well as expected exercise period and the payment of dividends by the Company. Following the revision to the January 1, 2016, 2017 and 2018 awards schemes, the inputs and assumptions underlying the Monte Carlo models for all awards outstanding as of valuation date are now as follows: January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Revised grant date price $ 16.72 $ 16.72 $ 16.72 Exercise price $ — $ — $ — Expected life of restricted share 1.00 – 2.00 years 2.00 years 1.5 – 4.00 years Expected volatility of the share price 22.6 % 22.6 % 22.7 % Dividend yield expected — % — % — % Risk free rate 2.65 % 2.65 % 2.55 % Employee exit rate 6.0 % 14.0 % 14.0 % EBITDA Performance Target Conditions 93.0 % 72.0 % 35.0 % The expected volatility of the share price inputs above were estimated by referencing selected quoted companies which are considered to exhibit some degree of comparability with the Company, as the Company has only been listed for approximately four years. Based on the revised assessment in the current period of fair value and the number of shares expected to vest, the total fair value in respect of the Restricted Shares are: • 2016 award - $28.2 million ( €24.7 million ) • 2017 award - $5.2 million ( €4.6 million ) • 2018 award - $1.6 million ( €1.3 million ) Non-Executive Director Restricted Share Awards In accordance with the Board approved independent Non-Executive Director compensation guidelines, each independent Non-Executive Director is granted $100,000 of restricted shares annually on the date of the annual general meeting, valued at the closing market price for such shares on this date. The restricted shares vest on the earlier to occur of the date of the Company’s annual meeting of shareholders or thirteen months from the date of grant. On June 14, 2018, after the Company's annual general meeting of shareholders, the current Non-Executive Directors were granted a 44,272 restricted share award at a share price of $18.07 . The total charge within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2019 related to Non-Executive Directors stock compensation awards is €0.2 million . The total charge within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2018 was €0.1 million . Share based compensation reserve Total Share based €m Balance as of January 1, 2019 9.4 Non-Executive Director restricted share awards charge 0.2 Directors and Senior Management share awards charge - January 1, 2016 2.8 Directors and Senior Management share awards charge - January 1, 2017 0.3 Directors and Senior Management share awards charge - January 1, 2018 0.1 Shares issued upon vesting of 2017 Award (1.3 ) Balance as of March 31, 2019 11.5 Founder Preferred Shares Dividend Reserve Nomad has issued Founder Preferred Shares to its Founder Entities. Holders of the Founder Preferred Shares are entitled to receive annual dividend amounts subject to certain performance conditions (the “Founder Preferred Shares Annual Dividend Amount”). The Founder Preferred Shares Annual Dividend Amount is structured to provide a dividend based on the future appreciation of the market value of the ordinary shares, thus aligning the interests of the Founders with those of the investors on a long term basis. The Preferred Shares Annual Dividend Amount is determined with reference to the Dividend Determination Period of a financial year, i.e. the last 10 consecutive trading days and calculated as 20% of the increase in the volume weighted average share price of the Company’s ordinary shares across the determination period compared to the highest price previously used in calculating the Founder Preferred Share Annual Dividend Amounts ( $16.6516 ) multiplied by 140,220,619 shares (the “Preferred Share Dividend Equivalent”). The conditions of the Founder Preferred Shares Annual Dividend Amount for 2018 were met and issued on January 2, 2019. The Company issued a share dividend of 171,092 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2017 dividend price of $16.6516 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $16.7538 (calculated based upon the volume weighted average price for the last ten consecutive trading days of 2018). Accordingly, the balance of the Founder Preferred Shares Dividend Reserve as at March 31, 2019 decreased to €370.1 million ( December 31, 2018 : €372.6 million ). The Founder Preferred Shares Annual Dividend Amount is paid for so long as the Founder Preferred Shares remain outstanding. The Founder Preferred Shares automatically convert on the last day of the seventh full financial year following completion of the acquisition of the Iglo Group or upon a change of control, unless in the case of a change of control, the independent Directors determine otherwise. The amounts used for the purposes of calculating the Founder Preferred Shares Annual Dividend Amount and the Preferred Share Dividend Equivalent are subject to such adjustments for share splits, share dividends and certain other recapitalization events as the Directors in their absolute discretion determine to be fair and reasonable in the event of a consolidation or sub-division of the ordinary shares in issue, as determined in accordance with Nomad’s Memorandum and Articles of Association. |
Share Capital and Capital reser
Share Capital and Capital reserve | 3 Months Ended |
Mar. 31, 2019 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Share Capital and Capital reserve | Share Capital and Capital reserve Ordinary Shares On January 2, 2019, the Company issued a share dividend of 171,092 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2017 dividend price of $16.6516 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $16.7538 (calculated based upon the volume weighted average price for the last ten consecutive trading days of 2018). On March 22, 2019 the Company issued 20,000,000 ordinary shares in a public offering at $20.00 per share for aggregate gross proceeds of $400.0 million ( €353.6 million ). Directly attributed transaction costs of €11.2 million were incurred. Shares March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 €m €m Authorized Share Capital: Unlimited number of Ordinary Shares with $nil nominal value issued at $10.00 per share n/a n/a n/a n/a Unlimited number of Founder Preferred Shares with $nil nominal value issued at $10.00 per share n/a n/a n/a n/a Issued and fully paid: Ordinary Shares 194,452,075 174,229,051 2,108.5 1,751.7 Founder Preferred Shares 1,500,000 1,500,000 10.6 10.6 Total share capital and capital reserve 2,119.1 1,762.3 Listing and share transaction costs (25.0 ) (13.8 ) Total net share capital and capital reserve 2,094.1 1,748.5 |
Founder Preferred Shares Divide
Founder Preferred Shares Dividend Reserve | 3 Months Ended |
Mar. 31, 2019 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Founder Preferred Shares Dividend Reserve | Share based compensation reserve During 2015, the Company established a discretionary share award scheme, the Long-term Incentive Plan ("LTIP"), which enables the Company’s Compensation Committee to make grants (“Awards”) in the form of rights over ordinary shares, to any Director, Non-Executive Director or employee of the Company. The Compensation Committee currently awards grants to Senior Management, including those that are Directors and Non-Executive Directors. All Awards are to be settled by physical delivery of shares. Director and Senior Management Share Awards As part of its long term incentive initiatives, the Company has awarded 4,462,899 restricted shares to the management team (the “Management Share Awards”) as of the following three award dates. January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Total Number of awards outstanding at January 1, 2019 3,025,953 1,015,000 583,700 4,624,653 Forfeitures in the period (35,439) (20,000) (21,000) (76,439) Awards vested and issued in period — (85,315) — (85,315) Number of awards outstanding at March 31, 2019 2,990,514 909,685 562,700 4,462,899 A revision in the first quarter 2019 to the January 1, 2016, 2017 and 2018 awards schemes occurred, resulting in changes to the EBITDA Performance Target Conditions, benchmark market share price targets and the timing of when the conditions vest. Relevant to each grant, the vesting of such awards is subject to the following performance conditions: up to one-half of such award will vest if the Company achieves one of a range of benchmark market share price performance targets over a revised four or five year period (the "Share Price Performance Condition") and up to one-half of such award will vest upon the Company achieving one of a range of cumulative EBITDA performance targets over a four-year period (the "EBITDA Performance Condition"). If the Share Price Performance Condition is satisfied, up to 50% of the shares subject to the Share Price Performance Condition will vest in the initial two-year period following the grant and up to 50% of the shares subject to the Share Price Performance Condition will vest over the subsequent two or three-year period following the grant, depending on the award. • For the 2016 award, the initial two -year period is through to January 1, 2018 and the subsequent three -year period is through to January 1, 2021. • For the 2017 award, the initial two -year period is through to January 1, 2019 and the subsequent two -year period is through to January 1, 2021. • For the 2018 award, the initial two -year period is through to January 1, 2020 and the subsequent three -year period is through to January 1, 2023. With respect to each such award, if the respective EBITDA Performance Condition is satisfied, up to 50% of such award subject to the EBITDA Performance Condition will vest on January 1, 2020, 2021 and 2022, respectively, as the case may be. The incremental fair value granted as a result of the modifications made to the January 1, 2016 and 2017 awards was $9.9 million ( €8.7 million ), $1.1 million ( €1.0 million ), respectively. There was no incremental fair value on modification for the January 1, 2018 award. In September 2018, 294,810 restricted shares granted as part of the 2016 Management Share Awards vested at a share price of $20.72 , resulting in the issuance of 181,054 ordinary shares to participants in the LTIP in October 2018 (net of 113,756 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares). In January 2019, 85,315 restricted shares granted as part of the 2017 Management Share Awards vested at a share price of $17.11 , resulting in the issuance of 51,932 ordinary shares to participants in the LTIP (net of 33,383 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares). The stock compensation charge reported within the Consolidated Statement of Profit or Loss for the three months ended March 31, 2019 related to the Director and Senior Management Share Awards is €3.2 million ( Three months ended March 31, 2018 : €2.1 million ). The Company calculates the cost of the Management Share Awards based upon their fair value using the Monte Carlo Model, which is considered to be the most appropriate methodology considering the restricted shares only vest once the market performance conditions have been satisfied, as well as expected exercise period and the payment of dividends by the Company. Following the revision to the January 1, 2016, 2017 and 2018 awards schemes, the inputs and assumptions underlying the Monte Carlo models for all awards outstanding as of valuation date are now as follows: January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Revised grant date price $ 16.72 $ 16.72 $ 16.72 Exercise price $ — $ — $ — Expected life of restricted share 1.00 – 2.00 years 2.00 years 1.5 – 4.00 years Expected volatility of the share price 22.6 % 22.6 % 22.7 % Dividend yield expected — % — % — % Risk free rate 2.65 % 2.65 % 2.55 % Employee exit rate 6.0 % 14.0 % 14.0 % EBITDA Performance Target Conditions 93.0 % 72.0 % 35.0 % The expected volatility of the share price inputs above were estimated by referencing selected quoted companies which are considered to exhibit some degree of comparability with the Company, as the Company has only been listed for approximately four years. Based on the revised assessment in the current period of fair value and the number of shares expected to vest, the total fair value in respect of the Restricted Shares are: • 2016 award - $28.2 million ( €24.7 million ) • 2017 award - $5.2 million ( €4.6 million ) • 2018 award - $1.6 million ( €1.3 million ) Non-Executive Director Restricted Share Awards In accordance with the Board approved independent Non-Executive Director compensation guidelines, each independent Non-Executive Director is granted $100,000 of restricted shares annually on the date of the annual general meeting, valued at the closing market price for such shares on this date. The restricted shares vest on the earlier to occur of the date of the Company’s annual meeting of shareholders or thirteen months from the date of grant. On June 14, 2018, after the Company's annual general meeting of shareholders, the current Non-Executive Directors were granted a 44,272 restricted share award at a share price of $18.07 . The total charge within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2019 related to Non-Executive Directors stock compensation awards is €0.2 million . The total charge within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2018 was €0.1 million . Share based compensation reserve Total Share based €m Balance as of January 1, 2019 9.4 Non-Executive Director restricted share awards charge 0.2 Directors and Senior Management share awards charge - January 1, 2016 2.8 Directors and Senior Management share awards charge - January 1, 2017 0.3 Directors and Senior Management share awards charge - January 1, 2018 0.1 Shares issued upon vesting of 2017 Award (1.3 ) Balance as of March 31, 2019 11.5 Founder Preferred Shares Dividend Reserve Nomad has issued Founder Preferred Shares to its Founder Entities. Holders of the Founder Preferred Shares are entitled to receive annual dividend amounts subject to certain performance conditions (the “Founder Preferred Shares Annual Dividend Amount”). The Founder Preferred Shares Annual Dividend Amount is structured to provide a dividend based on the future appreciation of the market value of the ordinary shares, thus aligning the interests of the Founders with those of the investors on a long term basis. The Preferred Shares Annual Dividend Amount is determined with reference to the Dividend Determination Period of a financial year, i.e. the last 10 consecutive trading days and calculated as 20% of the increase in the volume weighted average share price of the Company’s ordinary shares across the determination period compared to the highest price previously used in calculating the Founder Preferred Share Annual Dividend Amounts ( $16.6516 ) multiplied by 140,220,619 shares (the “Preferred Share Dividend Equivalent”). The conditions of the Founder Preferred Shares Annual Dividend Amount for 2018 were met and issued on January 2, 2019. The Company issued a share dividend of 171,092 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2017 dividend price of $16.6516 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $16.7538 (calculated based upon the volume weighted average price for the last ten consecutive trading days of 2018). Accordingly, the balance of the Founder Preferred Shares Dividend Reserve as at March 31, 2019 decreased to €370.1 million ( December 31, 2018 : €372.6 million ). The Founder Preferred Shares Annual Dividend Amount is paid for so long as the Founder Preferred Shares remain outstanding. The Founder Preferred Shares automatically convert on the last day of the seventh full financial year following completion of the acquisition of the Iglo Group or upon a change of control, unless in the case of a change of control, the independent Directors determine otherwise. The amounts used for the purposes of calculating the Founder Preferred Shares Annual Dividend Amount and the Preferred Share Dividend Equivalent are subject to such adjustments for share splits, share dividends and certain other recapitalization events as the Directors in their absolute discretion determine to be fair and reasonable in the event of a consolidation or sub-division of the ordinary shares in issue, as determined in accordance with Nomad’s Memorandum and Articles of Association. |
Related parties
Related parties | 3 Months Ended |
Mar. 31, 2019 | |
Related Party [Abstract] | |
Related parties | Related parties Mariposa Capital, LLC, an affiliate of Mr Franklin, and TOMS Capital LLC, an affiliate of Mr Gottesman, perform advisory services on behalf of the Company. The total fees and expenses incurred by them in the course of their duties for the Three months ended March 31, 2019 and 2018 were €0.5 million and €0.5 million , respectively. In addition to the fees above, as discussed in Note 17, the conditions of the Founder Preferred Shares Annual Dividend Amount for 2018 were met and a share dividend of 171,092 ordinary shares was issued on January 2, 2019. Key management personnel comprise the Directors and Executive Officers. The Executive Officers continue to be remunerated for their services to the Company through their employment contracts. Non-executive Directors continue to receive fees for their services as board members and to certain committees and are settled through payroll. Director fees are payable quarterly in arrears. Total non-executive Director fees and expenses for the Three months ended March 31, 2019 and 2018 were €0.1 million and €0.1 million respectively. In addition, certain non-executive Directors received grants under the LTIP as discussed in Note 15. |
Subsequent events after the Sta
Subsequent events after the Statement of Financial Position date | 3 Months Ended |
Mar. 31, 2019 | |
Events After Reporting Period [Abstract] | |
Subsequent events after the Statement of Financial Position date | Subsequent events after the Statement of Financial Position date None. |
Basis of preparation IFRS 16 Le
Basis of preparation IFRS 16 Leases accounting policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Basis Of Presentation [Abstract] | |
Disclosure of changes in accounting policies, accounting estimates and errors [text block] | New accounting policy for leased assets applied from January 1, 2019, following the adoption of IFRS 16 As a result of the adoption of IFRS 16, the Company has changed its accounting policy for leases. The new policy is described below. Until the 2018 financial year, leases of property, plant and equipment where the Company, as a lessee, has substantially all the risks and rewards of ownership were classified as finance leases and all others as operating leases. The Company leases various properties, equipment and cars. On inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a contract contains a lease component, the Group has elected not to separate non-lease components and account for the lease and non-lease component as a single lease component. Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is classified within property, plant and equipment and is depreciated over the shorter of the asset's useful life or the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities are presented within loans and borrowings and include the net present value of expected lease payments, including those from extension options if the Company reasonably expects to exercise them. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Company’s incremental borrowing rate. Right-of-use assets are measured at cost comprising the amount of the lease liability, adjusted for payments made or received before the commencement date, initial direct costs and restoration costs. Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets primarily comprise IT equipment and small items of office furniture. Other changes Other than the changes required by IFRS 16 Leases , the accounting policies used by management in preparing these condensed consolidated financial statements were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2018 , except taxes on income. These are accrued based on management's estimate of the average annual effective income tax rate on profits excluding exceptional items, applied to the pre-tax income excluding exceptional items of the period. It also reflects the tax impact of exceptional items accounted for in the period. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the consolidated interim financial statements. |
Accounting estimates and judg_2
Accounting estimates and judgments (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies, Changes in Accounting Estimates and Errors [Abstract] | |
Business Combinations | Business Combinations The Company is required to recognize separately, at the acquisition date, the identifiable assets, liabilities and contingent liabilities acquired or assumed in a business combination at their fair values. This involves judgment over whether intangible assets can be separately identified as well as an estimate of fair value of all assets and liabilities acquired. Such estimates are based on valuation techniques, which require considerable judgment in forecasting future cash flows and developing other assumptions. These estimates are based on information available on the acquisition date and assumptions that have been deemed reasonable by management. The following judgments, estimates and assumptions can materially affect our financial position and profit: • The fair value of intangible and tangible assets that are subject to depreciation or amortization in future periods. • Future changes to the assumptions used in estimating the value of assets and liabilities may result in additional expenses or income. |
Fair value of derivative financial instruments | Fair value of derivative financial instruments Note 12 includes details of the fair value of the derivative instruments that the Company holds at the end of each financial period. The fair value of derivatives is determined using forward rates at the balance sheet date, with the resulting value discounted back to present value. |
Employee benefit obligation | Employee benefit obligation The Company operates a number of defined benefit pension schemes and post-employment benefit schemes which are valued by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. Each Scheme has an actuarial valuation performed and is dependent on a series of assumptions. |
Carrying value of goodwill and brands | Carrying value of goodwill and brands Determining whether goodwill and brands are impaired requires an estimation of the value in use of the cash generating unit to which goodwill and brands have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. A value in use calculation is carried out on an annual basis unless the Company identifies triggers that would indicate that the carrying value of these assets is impaired. |
Revenue discounts | Discounts given by the Company include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. Each customer has a unique agreement that is governed by a combination of observable and unobservable performance conditions. At each quarter end date, any discount incurred but not yet invoiced is estimated, based on historical trends and rebate contracts with customers, and accrued as ‘trade terms’. |
Trade marketing expense | In certain cases the estimate for discounts requires the use of forecast information for future trading periods and so there arises a degree of estimation uncertainty. These estimates are sensitive to variances between actual results and forecasts. The current accruals reflect the Company’s best estimate of these forecasts. Trade marketing expense is comprised of amounts paid to retailers for programs designed to promote Company products. The ultimate costs of these programs will depend upon retailer performance and is the subject of significant management estimates. The Company records as an expense, the estimated ultimate cost of the program in the period during which the program occurs and is based upon the programs offered, timing of those offers, estimated retailer performance based on history, management’s experience and current economic trends. |
Uncertain tax positions | Uncertain tax positions Where tax exposures can be quantified, an accrual for uncertain tax positions is made based on best estimates and management’s judgments with regard to the amounts expected to be paid to the relevant tax authority. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could in future periods experience adjustments to these accruals. The factors considered include the progress of discussions with the tax authorities and the level of documentary support for historical positions taken by previous owners. |
Share based payments | Share based payments The Company at the end of each reporting period, in estimating its share-based payment charge assesses and revises its estimates of the number of interests that are expected to vest based on the non-market vesting conditions. |
Impairment of assets | Items of property, plant and equipment that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to dispose and its value in use. |
Basis of preparation (Tables)
Basis of preparation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Basis Of Presentation [Abstract] | |
Disclosure of expected impact of initial application of new standards or interpretations [text block] | Summary of adjustments to the Statement of Financial Position arising from application of IFRS 16 as of January 1, 2019: Opening balance as reported Transition adjustments Opening balance IFRS 16 €m €m €m Property, plant and equipment 348.8 83.9 432.7 Current loans and borrowings (21.4 ) (20.4 ) (41.8 ) Non-current loans and borrowings (1,742.9 ) (100.4 ) (1,843.3 ) Current provisions (44.3 ) 3.6 (40.7 ) Non-current provisions (69.4 ) 63.3 (6.1 ) Trade and other payables — 1.3 1.3 Accumulated deficit reserve 167.9 (31.3 ) 136.6 |
Disclosure of initial application of standards or interpretations [text block] | On adoption of IFRS 16, the group recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. €m Operating lease commitments disclosed as at December 31, 2018 181.6 Discounted using the incremental borrowing rate at January 1, 2019 (54.9 ) Less: short-term and low value leases recognized on a straight-line basis as expense (2.0 ) Less: contracts assessed as service agreements (8.1 ) Add: adjustments as a result of a different treatment of extension and termination options 4.2 Lease liability as at January 1, 2019 120.8 |
Acquisitions Aunt Bessie's (Tab
Acquisitions Aunt Bessie's (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of detailed information about business combination [line items] | |
Disclosure of detailed information about business combinations [text block] | Aunt Bessie's On July 2, 2018, the Company completed its acquisition of all the share capital of Aunt Bessie’s Limited (“Aunt Bessie's”) from William Jackson & Son Limited for a purchase price of £209.0 million ( €235.9 million ). Aunt Bessie’s is a leading frozen food company in the United Kingdom where it manufactures, distributes and sells a range of branded frozen food products. The Aunt Bessie’s brand holds number one and number two market share positions, respectively, within frozen Yorkshire puddings and frozen potatoes, which combine to represent the majority of its revenues. The preliminary assessment of the fair values of assets and liabilities of Aunt Bessie's at the date of acquisition and the consideration paid are the same as those reported as at December 31, 2018, which were as follows: July 2, 2018 €m Assets: Intangible assets 205.3 Property, plant and equipment 23.1 Current assets 19.5 Inventories 13.2 Total assets 261.1 Liabilities: Current liabilities 18.7 Deferred tax liabilities 37.6 Total liabilities 56.3 Total identifiable net assets acquired 204.8 Total purchase consideration 235.9 Total identifiable net assets acquired (204.8 ) Goodwill 31.1 The preliminary estimate of goodwill is €31.1 million . The goodwill recognized is attributable mainly to the growth prospects for the business expected organically and operational synergies. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition are identified, then the accounting for the acquisition will be revised. Acquisitions (a) Goodfella’s Pizza On April 21, 2018, the Company completed its acquisition of all of the share capital of Green Isle Foods Limited (“Goodfella’s Pizza”) for £209.7 million ( €239.0 million ), including post-acquisition working capital and net debt adjustments. Goodfella’s Pizza (legal entity subsequently renamed Birds Eye Pizza Limited), is a pizza producer based in Ireland that complements our existing business model. The purchase price allocation exercise over the assets and liabilities of Birds Eye Pizza Limited at the date of acquisition and the consideration paid, was finalized on April 20, 2019 without any changes to the provisional estimates reported as at December 31, 2018. These were as follows: April 21, 2018 €m Assets: Intangible assets 158.0 Property, plant and equipment 33.2 Current assets 7.5 Inventories 10.7 Deferred tax assets 0.9 Total assets 210.3 Liabilities: Current liabilities 31.2 Deferred tax liabilities 22.6 Total liabilities 53.8 Total identifiable net assets acquired 156.5 Total purchase consideration 239.0 Total identifiable net assets acquired (156.5 ) Goodwill 82.5 Goodwill recognized on acquisition is €82.5 million , attributable mainly to the growth prospects for the business expected organically and operational synergies. €m Balance at January 1 79.4 Release of indemnification asset (44.0 ) Balance at March 31 35.4 |
Acquisitions Goodfella's (Table
Acquisitions Goodfella's (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of detailed information about business combination [line items] | |
Disclosure of detailed information about business combinations [text block] | Aunt Bessie's On July 2, 2018, the Company completed its acquisition of all the share capital of Aunt Bessie’s Limited (“Aunt Bessie's”) from William Jackson & Son Limited for a purchase price of £209.0 million ( €235.9 million ). Aunt Bessie’s is a leading frozen food company in the United Kingdom where it manufactures, distributes and sells a range of branded frozen food products. The Aunt Bessie’s brand holds number one and number two market share positions, respectively, within frozen Yorkshire puddings and frozen potatoes, which combine to represent the majority of its revenues. The preliminary assessment of the fair values of assets and liabilities of Aunt Bessie's at the date of acquisition and the consideration paid are the same as those reported as at December 31, 2018, which were as follows: July 2, 2018 €m Assets: Intangible assets 205.3 Property, plant and equipment 23.1 Current assets 19.5 Inventories 13.2 Total assets 261.1 Liabilities: Current liabilities 18.7 Deferred tax liabilities 37.6 Total liabilities 56.3 Total identifiable net assets acquired 204.8 Total purchase consideration 235.9 Total identifiable net assets acquired (204.8 ) Goodwill 31.1 The preliminary estimate of goodwill is €31.1 million . The goodwill recognized is attributable mainly to the growth prospects for the business expected organically and operational synergies. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition are identified, then the accounting for the acquisition will be revised. Acquisitions (a) Goodfella’s Pizza On April 21, 2018, the Company completed its acquisition of all of the share capital of Green Isle Foods Limited (“Goodfella’s Pizza”) for £209.7 million ( €239.0 million ), including post-acquisition working capital and net debt adjustments. Goodfella’s Pizza (legal entity subsequently renamed Birds Eye Pizza Limited), is a pizza producer based in Ireland that complements our existing business model. The purchase price allocation exercise over the assets and liabilities of Birds Eye Pizza Limited at the date of acquisition and the consideration paid, was finalized on April 20, 2019 without any changes to the provisional estimates reported as at December 31, 2018. These were as follows: April 21, 2018 €m Assets: Intangible assets 158.0 Property, plant and equipment 33.2 Current assets 7.5 Inventories 10.7 Deferred tax assets 0.9 Total assets 210.3 Liabilities: Current liabilities 31.2 Deferred tax liabilities 22.6 Total liabilities 53.8 Total identifiable net assets acquired 156.5 Total purchase consideration 239.0 Total identifiable net assets acquired (156.5 ) Goodwill 82.5 Goodwill recognized on acquisition is €82.5 million , attributable mainly to the growth prospects for the business expected organically and operational synergies. €m Balance at January 1 79.4 Release of indemnification asset (44.0 ) Balance at March 31 35.4 |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Operating Segments [Abstract] | |
Segment As Adjusted EBITDA | The Chief Operating Decision Maker (“CODM”) of the Company considers there to be one reporting and operating segment, being “Frozen Foods” and is reflected in the segment presentation below for the periods presented. For the three months ended March 31, 2019 2018 Note €m €m Profit for the period 22.3 62.4 Taxation 17.6 18.5 Net financing costs 7 14.8 6.1 Depreciation 14.6 8.5 Amortization 2.0 1.5 EBITDA 71.3 97.0 Exceptional items 6 46.6 1.5 Other adjustments 4.2 4.7 Adjusted EBITDA 122.1 103.2 |
External Revenue by Geography | External revenue by geography For the three months ended March 31, 2019 2018 €m €m United Kingdom 179.5 109.9 Italy 114.5 115.0 Germany 87.2 88.1 Sweden 49.5 49.5 France 43.0 44.0 Norway 31.4 31.0 Austria 30.6 29.5 Spain 19.5 19.7 Rest of Europe 62.6 52.5 Total external revenue by geography 617.8 539.2 |
Exceptional items (Tables)
Exceptional items (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Analysis of income and expense [abstract] | |
Schedule of Exceptional Items | For the three months ended March 31, 2019 2018 €m €m Findus Group integration costs 1.8 1.5 Release of indemnification assets 44.0 — Supply chain reconfiguration (1.3 ) — Goodfella's Pizza & Aunt Bessie's integration costs 1.8 — Factory optimization 0.3 — Total exceptional items 46.6 1.5 |
Finance income and costs (Table
Finance income and costs (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Analysis of income and expense [abstract] | |
Schedule of Finance income and costs | For the three months ended March 31, 2019 2018 €m €m Finance income Interest income 0.8 0.1 Net fair value gains on derivatives held for trading — 5.0 Net foreign exchange gains on translation of financial assets and liabilities 0.8 1.1 Total finance income 1.6 6.2 Interest expense (a) (12.9 ) (11.0 ) Interest expense on lease liabilities (1.3 ) — Net pension interest costs (0.9 ) (0.9 ) Amortization of borrowing costs (0.5 ) (0.1 ) Net fair value losses on derivatives held for trading (0.8 ) — Interest on unwinding discounted items — (0.3 ) Total finance costs (16.4 ) (12.3 ) Net finance costs (14.8 ) (6.1 ) |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings per share [abstract] | |
Schedule of Earnings per Share | For the three months ended March 31, 2019 2018 Basic earnings per share Profit for the period attributable to equity owners of the parent (€m) 22.4 62.4 Weighted average Ordinary Shares and Founder Preferred Shares (basic) in millions 178.4 175.5 Basic earnings per share € 0.13 € 0.36 |
Schedule of Diluted Earnings per Share | For the three months ended March 31, 2019 2018 Diluted earnings per share Profit for the period attributable to equity owners of the parent (€m) 22.4 62.4 Weighted average Ordinary Shares and Founder Preferred Shares (diluted) in millions 178.4 175.5 Diluted earnings per share € 0.13 € 0.36 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Summary of Cash and Cash Equivalents | March 31, 2019 December 31, 2018 €m €m Cash and cash equivalents 753.1 327.5 Restricted cash 0.1 0.1 Cash and cash equivalents 753.2 327.6 |
Indemnification assets (Tables)
Indemnification assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations1 [Abstract] | |
Summary of Indemnification Assets | Aunt Bessie's On July 2, 2018, the Company completed its acquisition of all the share capital of Aunt Bessie’s Limited (“Aunt Bessie's”) from William Jackson & Son Limited for a purchase price of £209.0 million ( €235.9 million ). Aunt Bessie’s is a leading frozen food company in the United Kingdom where it manufactures, distributes and sells a range of branded frozen food products. The Aunt Bessie’s brand holds number one and number two market share positions, respectively, within frozen Yorkshire puddings and frozen potatoes, which combine to represent the majority of its revenues. The preliminary assessment of the fair values of assets and liabilities of Aunt Bessie's at the date of acquisition and the consideration paid are the same as those reported as at December 31, 2018, which were as follows: July 2, 2018 €m Assets: Intangible assets 205.3 Property, plant and equipment 23.1 Current assets 19.5 Inventories 13.2 Total assets 261.1 Liabilities: Current liabilities 18.7 Deferred tax liabilities 37.6 Total liabilities 56.3 Total identifiable net assets acquired 204.8 Total purchase consideration 235.9 Total identifiable net assets acquired (204.8 ) Goodwill 31.1 The preliminary estimate of goodwill is €31.1 million . The goodwill recognized is attributable mainly to the growth prospects for the business expected organically and operational synergies. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition are identified, then the accounting for the acquisition will be revised. Acquisitions (a) Goodfella’s Pizza On April 21, 2018, the Company completed its acquisition of all of the share capital of Green Isle Foods Limited (“Goodfella’s Pizza”) for £209.7 million ( €239.0 million ), including post-acquisition working capital and net debt adjustments. Goodfella’s Pizza (legal entity subsequently renamed Birds Eye Pizza Limited), is a pizza producer based in Ireland that complements our existing business model. The purchase price allocation exercise over the assets and liabilities of Birds Eye Pizza Limited at the date of acquisition and the consideration paid, was finalized on April 20, 2019 without any changes to the provisional estimates reported as at December 31, 2018. These were as follows: April 21, 2018 €m Assets: Intangible assets 158.0 Property, plant and equipment 33.2 Current assets 7.5 Inventories 10.7 Deferred tax assets 0.9 Total assets 210.3 Liabilities: Current liabilities 31.2 Deferred tax liabilities 22.6 Total liabilities 53.8 Total identifiable net assets acquired 156.5 Total purchase consideration 239.0 Total identifiable net assets acquired (156.5 ) Goodwill 82.5 Goodwill recognized on acquisition is €82.5 million , attributable mainly to the growth prospects for the business expected organically and operational synergies. €m Balance at January 1 79.4 Release of indemnification asset (44.0 ) Balance at March 31 35.4 |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Financial Instruments [Abstract] | |
Disclosure of Financial Assets | Financial assets at amortized cost Financial Assets at Fair Value through profit or loss Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total March 31, 2019 €m €m €m €m €m €m Assets Derivative financial instruments — — 1.8 33.3 — 35.1 Trade receivables 127.6 6.2 — — — 133.8 Cash and cash equivalents 671.8 81.4 — — — 753.2 Liabilities Derivative financial instruments — — — (31.0 ) — (31.0 ) Trade and other payables excluding non-financial liabilities — — — — (528.8 ) (528.8 ) Loans and borrowings — — — — (1,906.4 ) (1,906.4 ) Total 799.4 87.6 1.8 2.3 (2,435.2 ) (1,544.1 ) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €104.7 million . Following the adoption of IFRS 16 Leases on January 1, 2019, loans and borrowings now includes €115.7 million relating to lease liabilities. The Company entered into facilities with third-party banks in which the Company may sell qualifying trade debtors on a non-recourse basis. Under the terms of the agreements, the Company has transferred substantially all the credit risks and control of the receivables, which are subject to this agreement, and accordingly €45.4 million (December 31, 2018: €51.0 million ) of trade receivables has been derecognized at the period end. Loans and borrowings are stated gross of capitalized deferred borrowing costs. Financial assets at amortized cost Financial Assets at Fair Value through profit or loss Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total December 31, 2018 €m €m €m €m €m €m Assets Derivative financial instruments — — 4.6 44.5 — 49.1 Trade receivables 98.3 — — — — 98.3 Cash and cash equivalents 297.0 30.6 — — — 327.6 Liabilities Derivative financial instruments — — (0.3 ) (36.6 ) — (36.9 ) Trade and other payables excluding non-financial liabilities — — — — (534.9 ) (534.9 ) Loans and borrowings — — — — (1,775.2 ) (1,775.2 ) Total 395.3 30.6 4.3 7.9 (2,310.1 ) (1,872.0 ) |
Disclosure of Financial Liabilities | Fair value Carrying value March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 €m €m €m €m Senior EUR/USD loans 1,395.2 1,347.2 1,388.9 1,372.2 Other external debt 1.8 3.0 1.8 3.0 2024 fixed rate senior secured notes 408.7 395.2 400.0 400.0 Less deferred borrowing costs — — (10.5 ) (10.9 ) 1,805.7 1,745.4 1,780.2 1,764.3 Financial assets at amortized cost Financial Assets at Fair Value through profit or loss Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total March 31, 2019 €m €m €m €m €m €m Assets Derivative financial instruments — — 1.8 33.3 — 35.1 Trade receivables 127.6 6.2 — — — 133.8 Cash and cash equivalents 671.8 81.4 — — — 753.2 Liabilities Derivative financial instruments — — — (31.0 ) — (31.0 ) Trade and other payables excluding non-financial liabilities — — — — (528.8 ) (528.8 ) Loans and borrowings — — — — (1,906.4 ) (1,906.4 ) Total 799.4 87.6 1.8 2.3 (2,435.2 ) (1,544.1 ) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €104.7 million . Following the adoption of IFRS 16 Leases on January 1, 2019, loans and borrowings now includes €115.7 million relating to lease liabilities. The Company entered into facilities with third-party banks in which the Company may sell qualifying trade debtors on a non-recourse basis. Under the terms of the agreements, the Company has transferred substantially all the credit risks and control of the receivables, which are subject to this agreement, and accordingly €45.4 million (December 31, 2018: €51.0 million ) of trade receivables has been derecognized at the period end. Loans and borrowings are stated gross of capitalized deferred borrowing costs. Financial assets at amortized cost Financial Assets at Fair Value through profit or loss Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total December 31, 2018 €m €m €m €m €m €m Assets Derivative financial instruments — — 4.6 44.5 — 49.1 Trade receivables 98.3 — — — — 98.3 Cash and cash equivalents 297.0 30.6 — — — 327.6 Liabilities Derivative financial instruments — — (0.3 ) (36.6 ) — (36.9 ) Trade and other payables excluding non-financial liabilities — — — — (534.9 ) (534.9 ) Loans and borrowings — — — — (1,775.2 ) (1,775.2 ) Total 395.3 30.6 4.3 7.9 (2,310.1 ) (1,872.0 ) |
Provisions (Tables)
Provisions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Provisions, Contingent Liabilities and Contingent Assets [Abstract] | |
Summary of Provisions | Restructuring Onerous/ unfavorable contracts Provisions related to other taxes Contingent consideration Other Total €m €m €m €m €m €m Balance as of January 1. 2019 12.3 68.8 5.8 1.5 25.3 113.7 Impact of transition to IFRS 16 — (66.9 ) — — — (66.9 ) Restated balance as of January 1, 2019 12.3 1.9 5.8 1.5 25.3 46.8 Additional provision in the period — — 0.1 — 1.2 1.3 Release of provision — — — — (0.2 ) (0.2 ) Utilization of provision (2.4 ) (0.2 ) — (1.5 ) (0.2 ) (4.3 ) Foreign exchange 0.1 0.1 — — 0.1 0.3 Balance at March 31, 2019 10.0 1.8 5.9 — 26.2 43.9 Analysis of total provisions: March 31, 2019 December 31, 2018 Impact of transition to IFRS 16 Restated balance as of December 31, 2018 Current 37.8 44.3 (3.6 ) 40.7 Non-current 6.1 69.4 (63.3 ) 6.1 Total 43.9 113.7 (66.9 ) 46.8 |
Employee benefits (Tables)
Employee benefits (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Employee Benefits [Abstract] | |
Schedule of Net Employee Benefit Obligations | The total net employee benefit obligations as at March 31, 2019 is as follows: €m Balance as of January 1, 2019 200.6 Service cost 1.4 Net interest expense 0.9 Actuarial loss on pension scheme valuations 13.0 Benefits paid (1.1 ) Foreign exchange differences on translation (0.9 ) Balance as of March 31, 2019 213.9 |
Share based compensation rese_2
Share based compensation reserve (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Summary of Management Share Awards | As part of its long term incentive initiatives, the Company has awarded 4,462,899 restricted shares to the management team (the “Management Share Awards”) as of the following three award dates. January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Total Number of awards outstanding at January 1, 2019 3,025,953 1,015,000 583,700 4,624,653 Forfeitures in the period (35,439) (20,000) (21,000) (76,439) Awards vested and issued in period — (85,315) — (85,315) Number of awards outstanding at March 31, 2019 2,990,514 909,685 562,700 4,462,899 |
Summary of Management Share Award Inputs and Assumptions | Following the revision to the January 1, 2016, 2017 and 2018 awards schemes, the inputs and assumptions underlying the Monte Carlo models for all awards outstanding as of valuation date are now as follows: January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Revised grant date price $ 16.72 $ 16.72 $ 16.72 Exercise price $ — $ — $ — Expected life of restricted share 1.00 – 2.00 years 2.00 years 1.5 – 4.00 years Expected volatility of the share price 22.6 % 22.6 % 22.7 % Dividend yield expected — % — % — % Risk free rate 2.65 % 2.65 % 2.55 % Employee exit rate 6.0 % 14.0 % 14.0 % EBITDA Performance Target Conditions 93.0 % 72.0 % 35.0 % |
Schedule of Reserves within Equity | Share based compensation reserve Total Share based €m Balance as of January 1, 2019 9.4 Non-Executive Director restricted share awards charge 0.2 Directors and Senior Management share awards charge - January 1, 2016 2.8 Directors and Senior Management share awards charge - January 1, 2017 0.3 Directors and Senior Management share awards charge - January 1, 2018 0.1 Shares issued upon vesting of 2017 Award (1.3 ) Balance as of March 31, 2019 11.5 |
Share Capital and Capital res_2
Share Capital and Capital reserve (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Schedule of Share Capital and Capital Reserve | Shares March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 €m €m Authorized Share Capital: Unlimited number of Ordinary Shares with $nil nominal value issued at $10.00 per share n/a n/a n/a n/a Unlimited number of Founder Preferred Shares with $nil nominal value issued at $10.00 per share n/a n/a n/a n/a Issued and fully paid: Ordinary Shares 194,452,075 174,229,051 2,108.5 1,751.7 Founder Preferred Shares 1,500,000 1,500,000 10.6 10.6 Total share capital and capital reserve 2,119.1 1,762.3 Listing and share transaction costs (25.0 ) (13.8 ) Total net share capital and capital reserve 2,094.1 1,748.5 |
General information (Details)
General information (Details) | Mar. 31, 2019country |
General Information About Financial Statements [Abstract] | |
Number of countries in which entity operates | 17 |
Basis of preparation - Impact o
Basis of preparation - Impact of adoption of IFRS 16 (Details) - EUR (€) € in Millions | Jan. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | ||||
Property, plant and equipment | € 427.6 | € 348.8 | ||
Other provisions | 43.9 | 113.7 | ||
Accumulated deficit reserve | (123.5) | € (167.9) | ||
Profit (loss) before tax | 39.9 | € 80.9 | ||
EBITDA | 71.3 | € 97 | ||
IFRS 16 | ||||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | ||||
Weighted average lessee's incremental borrowing rate applied to lease liabilities recognised at date of initial application of IFRS 16 | 2.90% | |||
Property, plant and equipment | € 432.7 | |||
Lease liabilities | 120.8 | |||
Impairment loss | 35.6 | |||
Accumulated deficit reserve | (136.6) | |||
Profit (loss) before tax | 0.8 | |||
EBITDA | 4.3 | |||
Depreciation on the right-of-use assets | € 4 | |||
IFRS 16 | Increase (decrease) due to changes in accounting policy required by IFRSs | ||||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | ||||
Property, plant and equipment | 83.9 | |||
Accumulated deficit reserve | € 31.3 | |||
Bjuv Facility | Onerous contracts - leases | Sweden | ||||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | ||||
Other provisions | € 66.9 | |||
Bjuv Facility | Onerous contracts - leases | Sweden | IFRS 16 | ||||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | ||||
Other provisions | € 66.9 |
Basis of preparation - Statemen
Basis of preparation - Statement of Financial Position arising from application of IFRS 16 (Details) - EUR (€) € in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |||
Property, plant and equipment | € 427.6 | € 348.8 | |
Current loans and borrowings | (40.8) | (21.4) | |
Non-current loans and borrowings | (1,855.1) | (1,742.9) | |
Current provisions | (37.8) | (44.3) | |
Non-current provisions | (6.1) | (69.4) | |
Trade and other payables | (0.7) | (1.3) | |
Accumulated deficit reserve | € 123.5 | 167.9 | |
Opening balance as reported | |||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |||
Property, plant and equipment | 348.8 | ||
Current loans and borrowings | (21.4) | ||
Non-current loans and borrowings | (1,742.9) | ||
Current provisions | (44.3) | ||
Non-current provisions | (69.4) | ||
Trade and other payables | 0 | ||
Accumulated deficit reserve | € 167.9 | ||
IFRS 16 | |||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |||
Property, plant and equipment | € 432.7 | ||
Current loans and borrowings | (41.8) | ||
Non-current loans and borrowings | (1,843.3) | ||
Current provisions | (40.7) | ||
Non-current provisions | (6.1) | ||
Trade and other payables | 1.3 | ||
Accumulated deficit reserve | 136.6 | ||
IFRS 16 | Transition adjustments | |||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |||
Property, plant and equipment | 83.9 | ||
Current loans and borrowings | (20.4) | ||
Non-current loans and borrowings | (100.4) | ||
Current provisions | 3.6 | ||
Non-current provisions | 63.3 | ||
Trade and other payables | 1.3 | ||
Accumulated deficit reserve | € (31.3) |
Basis of preparation - Reconcil
Basis of preparation - Reconciliation from operating lease commitments to lease liability (Details) € in Millions | Jan. 01, 2019EUR (€) |
IFRS 16 | |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |
Lease liability as at January 1, 2019 | € 120.8 |
Opening balance as reported | |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |
Operating lease commitments disclosed as at December 31, 2018 | 181.6 |
Increase (decrease) due to changes in accounting policy required by IFRSs | IFRS 16 | |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |
Discounted using the incremental borrowing rate at January 1, 2019 | (54.9) |
Less: short-term and low value leases recognized on a straight-line basis as expense | (2) |
Less: contracts assessed as service agreements | (8.1) |
Add: adjustments as a result of a different treatment of extension and termination options | € 4.2 |
Acquisitions (Details)
Acquisitions (Details) € in Millions, £ in Millions, kr in Millions | 3 Months Ended | 9 Months Ended | ||||||||||
Mar. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2019EUR (€) | Dec. 31, 2018EUR (€) | Dec. 29, 2018SEK (kr) | Dec. 29, 2018EUR (€) | Jul. 02, 2018GBP (£) | Jul. 02, 2018EUR (€) | Apr. 21, 2018GBP (£) | Apr. 21, 2018EUR (€) | Mar. 02, 2018SEK (kr) | Mar. 02, 2018EUR (€) | |
Disclosure of detailed information about business combination [line items] | ||||||||||||
Assets | € 5,803.7 | € 5,340.8 | ||||||||||
Liabilities | € 3,358 | € 3,281.7 | ||||||||||
Toppfrys AB | ||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||
Percentage of voting equity interests acquired | 81.00% | 81.00% | 60.00% | 60.00% | ||||||||
Consideration transferred | kr 30.7 | € 3 | kr 17 | € 1.7 | ||||||||
Investments in subsidiaries | 13.6 | 1.5 | ||||||||||
Proportion of voting rights held by non-controlling interests | 19.00% | 40.00% | ||||||||||
Identifiable assets acquired (liabilities assumed) | (0.1) | |||||||||||
Goodwill expected to be deductible for tax purposes | 1.8 | |||||||||||
Goodfella's Pizza | ||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||
Identifiable intangible assets recognised as of acquisition date | € 158 | |||||||||||
Property, plant and equipment recognised as of acquisition date | 33.2 | |||||||||||
Current assets recognised as of acquisition date | 7.5 | |||||||||||
Inventory recognised as of acquisition date | 10.7 | |||||||||||
Deferred tax assets recognised as of acquisition date | 0.9 | |||||||||||
Assets | 210.3 | |||||||||||
Current liabilities recognised as of acquisition date | 31.2 | |||||||||||
Deferred tax liabilities recognised as of acquisition date | 22.6 | |||||||||||
Liabilities | 53.8 | |||||||||||
Consideration transferred | 239 | |||||||||||
Cash transferred | £ 209.7 | 239 | ||||||||||
Identifiable assets acquired (liabilities assumed) | 156.5 | |||||||||||
Goodwill expected to be deductible for tax purposes | € 82.5 | |||||||||||
Aunt Bessie's | ||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||
Identifiable intangible assets recognised as of acquisition date | € 205.3 | |||||||||||
Property, plant and equipment recognised as of acquisition date | 23.1 | |||||||||||
Current assets recognised as of acquisition date | 19.5 | |||||||||||
Inventory recognised as of acquisition date | 13.2 | |||||||||||
Assets | 261.1 | |||||||||||
Current liabilities recognised as of acquisition date | 18.7 | |||||||||||
Deferred tax liabilities recognised as of acquisition date | 37.6 | |||||||||||
Liabilities | 56.3 | |||||||||||
Consideration transferred | 235.9 | |||||||||||
Cash transferred | £ 209 | 235.9 | ||||||||||
Identifiable assets acquired (liabilities assumed) | 204.8 | |||||||||||
Goodwill expected to be deductible for tax purposes | € 31.1 | |||||||||||
Toppfrys AB | Toppfrys AB | ||||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||||
Investments in subsidiaries | kr 30.6 | € 3.2 |
Segment reporting - Segment as
Segment reporting - Segment as Adjusted EBITDA (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of operating segments [line items] | ||
Profit | € 22.3 | € 62.4 |
Taxation | 17.6 | 18.5 |
Net financing costs | 14.8 | 6.1 |
Depreciation | 14.6 | 8.5 |
Amortization | 2 | 1.5 |
EBITDA | 71.3 | 97 |
Exceptional items | 46.6 | 1.5 |
Material reconciling items | ||
Disclosure of operating segments [line items] | ||
Exceptional items | 46.6 | 1.5 |
Other adjustments | 4.2 | 4.7 |
Adjusted EBITDA | € 122.1 | € 103.2 |
Segment reporting - Additional
Segment reporting - Additional Information (Details) - EUR (€) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating Segments [Abstract] | ||
adjustments for share based payments including employer tax | € 4,200,000 | |
Share based payments expense | 3,400,000 | € 2,200,000 |
Acquisition related costs | € 0 | € 2,500,000 |
Segment reporting - Geographica
Segment reporting - Geographical information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of geographical areas [line items] | ||
Revenue | € 617.8 | € 539.2 |
United Kingdom | ||
Disclosure of geographical areas [line items] | ||
Revenue | 179.5 | 109.9 |
Italy | ||
Disclosure of geographical areas [line items] | ||
Revenue | 114.5 | 115 |
Germany | ||
Disclosure of geographical areas [line items] | ||
Revenue | 87.2 | 88.1 |
Sweden | ||
Disclosure of geographical areas [line items] | ||
Revenue | 49.5 | 49.5 |
France | ||
Disclosure of geographical areas [line items] | ||
Revenue | 43 | 44 |
Norway | ||
Disclosure of geographical areas [line items] | ||
Revenue | 31.4 | 31 |
Austria | ||
Disclosure of geographical areas [line items] | ||
Revenue | 30.6 | 29.5 |
Spain | ||
Disclosure of geographical areas [line items] | ||
Revenue | 19.5 | 19.7 |
Rest of Europe | ||
Disclosure of geographical areas [line items] | ||
Revenue | € 62.6 | € 52.5 |
Exceptional items (Details)
Exceptional items (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Analysis of income and expense [abstract] | ||
Findus Group integration costs | € 1.8 | € 1.5 |
Release of indemnified provision | (44) | 0 |
Supply chain reconfiguration | (1.3) | |
Goodfella's Pizza and Aunt Bessie's Integration Related Costs | 1.8 | |
Factory Optimization | 0.3 | |
Exceptional items | € 46.6 | € 1.5 |
Exceptional items - Additional
Exceptional items - Additional Information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Analysis Of Income And Expense [Line Items] | ||
Findus Group integration costs | € 1.8 | € 1.5 |
Release of indemnified provision | (44) | 0 |
Supply chain reconfiguration | (1.3) | |
Goodfella's Pizza and Aunt Bessie's Integration Related Costs | 1.8 | |
Factory Optimization | 0.3 | |
Tax credit impact of exceptional items | 0.5 | 0.4 |
Cash outflow relating to exceptional items | € 5.4 | € 6 |
Finance income and costs (Detai
Finance income and costs (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Analysis of income and expense [abstract] | ||
Interest income | € 0.8 | € 0.1 |
Net fair value gains on derivatives held for trading | 0 | 5 |
Net foreign exchange gains on translation of financial assets and liabilities | 0.8 | 1.1 |
Total finance income | 1.6 | 6.2 |
Interest expense | (12.9) | (11) |
Interest expense on lease liabilities | (1.3) | 0 |
Net pension interest costs | (0.9) | (0.9) |
Amortization of borrowing costs | (0.5) | (0.1) |
Net fair value losses on derivatives held for trading | (0.8) | 0 |
Interest on unwinding discounted items | 0 | (0.3) |
Finance costs | 16.4 | 12.3 |
Net financing costs | € (14.8) | € (6.1) |
Taxation (Details)
Taxation (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes [Abstract] | ||
Tax expense | € 17.6 | € 18.5 |
Earnings per share (Details)
Earnings per share (Details) - EUR (€) € / shares in Units, € in Millions, shares in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic earnings per share | ||
Profit for the period | € 22.4 | € 62.4 |
Weighted average Ordinary Shares and Founder Preferred Shares | 178.4 | 175.5 |
Diluted earnings per share | ||
Profit for the period | € 22.4 | € 62.4 |
Weighted average Ordinary Shares and Founder Preferred Shares | 178.4 | 175.5 |
Diluted earnings per share | € 0.13 | € 0.36 |
Earnings per share - Additional
Earnings per share - Additional Information (Details) - EUR (€) € in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Entity Information [Line Items] | |||
Profit for the period | € 22.4 | € 62.4 | |
Weighted average number of ordinary shares outstanding | 176,900,000 | 174,000,000 | |
Weighted average number of Founder Preferred Shares outstanding | 1,500,000 | 1,500,000 | |
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days | 10 days | 10 days |
Non-Executive Directors Award | |||
Entity Information [Line Items] | |||
Adjusted shares for dilutive impact of 2017 non-executive restricted stock awards (in shares) | 53,498 | ||
Management Award 2016 [Member] | |||
Entity Information [Line Items] | |||
Adjusted shares for dilutive impact of 2017 non-executive restricted stock awards (in shares) | 278,209 | ||
Management Award 2017 [Member] | |||
Entity Information [Line Items] | |||
Adjusted shares for dilutive impact of 2017 non-executive restricted stock awards (in shares) | 85,315 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - EUR (€) € in Millions | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Subclassifications of assets, liabilities and equities [abstract] | ||||
Cash and cash equivalents | € 753.1 | € 327.5 | ||
Restricted cash | 0.1 | 0.1 | ||
Cash and cash equivalents | € 753.2 | € 327.6 | € 393.8 | € 219.2 |
Indemnification assets (Details
Indemnification assets (Details) - EUR (€) € in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Disclosure of detailed information about business combination [line items] | |||
Contingent Consideration Arrangements And Indemnification Assets Recognised As Of Acquisition Date, Acquisitions | € 5.6 | € 5.6 | |
Indemnification assets, start of the period | 79.4 | ||
Release of indemnified provision | (44) | € 0 | |
Indemnification assets, end of the period | 35.4 | ||
Findus | |||
Disclosure of detailed information about business combination [line items] | |||
Indemnification assets, start of the period | 73.8 | ||
Release of indemnified provision | 44 | ||
Indemnification assets, end of the period | 29.8 | ||
Goodfella's Pizza | |||
Disclosure of detailed information about business combination [line items] | |||
Indemnification assets, start of the period | 0.5 | ||
Indemnification assets, end of the period | € 0.5 |
Indemnification assets - Additi
Indemnification assets - Additional Information (Details) € / shares in Units, € in Millions | 3 Months Ended | ||||||
Mar. 31, 2019EUR (€) | Mar. 31, 2018EUR (€) | Mar. 31, 2019$ / shares | Mar. 31, 2019EUR (€)€ / sharesshares | Jan. 01, 2019shares | Dec. 31, 2018$ / shares | Dec. 31, 2018EUR (€)€ / sharesshares | |
Disclosure of detailed information about business combination [line items] | |||||||
Indemnification assets | € 35.4 | € 79.4 | |||||
Release of indemnified provision | € (44) | € 0 | |||||
Findus | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Indemnification assets | € 29.8 | € 73.8 | |||||
Shares held in escrow as a result of indemnification asset | shares | 2,063,087 | 4,901,330 | 6,964,417 | ||||
Value of shares held in escrow as a result of indemnification asset (price per share) | (per share) | $ 20.45 | € 18.22 | $ 16.72 | € 14.62 | |||
Release of indemnified provision | € 44 | ||||||
Goodfella's Pizza | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Indemnification assets | € 0.5 | € 0.5 |
Financial instruments - Categor
Financial instruments - Categories of financial instruments (Details) - EUR (€) € in Millions | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at amortized cost | € 753.2 | € 327.6 | € 393.8 | € 219.2 |
Financial assets at amortised cost | 799.4 | 395.3 | ||
Loans and receivables | 87.6 | 30.6 | ||
Financial liabilities at amortised cost | (2,435.2) | (2,310.1) | ||
Financial assets (liabilities) at fair value through profit or loss | 1.8 | 4.3 | ||
Financial assets (liabilities) at fair value through other comprehensive income | 2.3 | 7.9 | ||
Total | (1,544.1) | (1,872) | ||
Contract liabilities | 104.7 | 165.1 | ||
Derivative financial instruments | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at amortized cost | 0 | 0 | ||
Loans and receivables | 0 | 0 | ||
Financial assets at fair value through profit or loss | 1.8 | 4.6 | ||
Derivative financial assets held for hedging | 33.3 | 44.5 | ||
Financial assets | 35.1 | 49.1 | ||
Trade receivables | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at amortised cost | 127.6 | 98.3 | ||
Financial assets at fair value through profit or loss | 6.2 | 0 | ||
Financial assets at fair value through other comprehensive income | 0 | 0 | ||
Financial assets | 133.8 | 98.3 | ||
Cash and cash equivalents | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at amortised cost | 671.8 | 297 | ||
Financial assets at fair value through profit or loss | 81.4 | 30.6 | ||
Financial assets at fair value through other comprehensive income | 0 | 0 | ||
Financial assets | 753.2 | 327.6 | ||
Derivative financial instruments | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial liabilities at fair value through profit or loss | 0 | (0.3) | ||
Financial liabilities at fair value through other comprehensive income | (31) | (36.6) | ||
Financial liabilities at amortised cost | 0 | 0 | ||
Financial liabilities | (31) | (36.9) | ||
Trade and other payables excluding non-financial liabilities | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial liabilities at fair value through profit or loss | 0 | 0 | ||
Financial liabilities at fair value through other comprehensive income | 0 | 0 | ||
Financial liabilities at amortised cost | (528.8) | (534.9) | ||
Financial liabilities | (528.8) | (534.9) | ||
Loans and borrowings | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial liabilities at fair value through profit or loss | 0 | 0 | ||
Financial liabilities at fair value through other comprehensive income | 0 | 0 | ||
Financial liabilities at amortised cost | (1,906.4) | (1,775.2) | ||
Financial liabilities | € (1,906.4) | € (1,775.2) |
Financial Instruments - Interes
Financial Instruments - Interest bearing loans and borrowings (Details) £ in Millions | 3 Months Ended | |||||||
Mar. 31, 2019EUR (€) | Mar. 31, 2019GBP (£) | Mar. 31, 2019EUR (€) | Dec. 31, 2018EUR (€) | Sep. 30, 2018EUR (€) | Jun. 15, 2018USD ($) | Jun. 15, 2018EUR (€) | May 03, 2017EUR (€) | |
Senior EURO Debt [Member] | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Notional amount | € 558,000,000 | |||||||
Senior USD Debt [Member] | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Loan repayment percentage | 1.00% | |||||||
Repayments of non-current borrowings | € 12,100,000 | |||||||
Notional amount | $ 953,400,000 | € 849,500,000 | ||||||
Revolving Credit Facility1 [Member] | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity1 | € 80,000,000 | |||||||
2024 fixed rate senior secured notes | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Notional amount | € 400,000,000 | |||||||
Borrowings, interest rate | 3.25% | |||||||
Loans and Borrowings | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Fair value | 1,805,700,000 | € 1,745,400,000 | ||||||
Carrying value | 1,780,200,000 | 1,764,300,000 | ||||||
Loans and Borrowings | Senior EUR/USD loans | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Carrying value | 1,388,900,000 | 1,372,200,000 | ||||||
Loans and Borrowings | Other borrowings [Domain] | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Fair value | 1,800,000 | 3,000,000 | ||||||
Carrying value | 1,800,000 | 3,000,000 | ||||||
Loans and Borrowings | 2024 fixed rate senior secured notes | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Carrying value | 400,000,000 | 400,000,000 | ||||||
Loans and Borrowings | Level 2 | Senior EUR/USD loans | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Fair value | 1,395,200,000 | 1,347,200,000 | ||||||
Loans and Borrowings | Level 1 | 2024 fixed rate senior secured notes | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Fair value | 408,700,000 | 395,200,000 | ||||||
Deferred borrowing costs | Loans and Borrowings | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Fair value | 0 | 0 | ||||||
Carrying value | (10,500,000) | € (10,900,000) | ||||||
Cash flow hedges [member] | Derivatives [member] | Swap contract [member] | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Notional amount | £ 263.4 | € 860,800,000 | € 312,900,000 | |||||
Hedges of net investment in foreign operations [member] | Derivatives [member] | Swap contract [member] | ||||||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||||||
Notional amount | £ | £ 224.7 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - EUR (€) | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | May 03, 2017 | |
Disclosure of detailed information about borrowings [line items] | |||
Recognised assets representing continuing involvement in derecognised financial assets | € 45,400,000 | € 51,000,000 | |
Liability relating to IFRS 16 [Member] | |||
Disclosure of detailed information about borrowings [line items] | |||
Lease liabilities | € 115,700,000 | ||
Senior USD Debt | |||
Disclosure of detailed information about borrowings [line items] | |||
Loan repayment percentage | 1.00% | ||
Repayments of non-current borrowings | € 12,100,000 | ||
Revolving Credit Facility | |||
Disclosure of detailed information about borrowings [line items] | |||
Line of credit facility, maximum borrowing capacity | € 80,000,000 | ||
2024 fixed rate senior secured notes | |||
Disclosure of detailed information about borrowings [line items] | |||
Interest rate | 3.25% |
Provisions (Details)
Provisions (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Disclosure of other provisions [line items] | ||
Increase (decrease) through transfers and other changes, other provisions | € (66.9) | |
Contingent liabilities recognised in business combination | 6.6 | € 6.6 |
Other provisions | 113.7 | |
Additional provision in the period | 1.3 | |
Release of provision | (0.2) | |
Utilization of provision | (4.3) | |
Foreign exchange | 0.3 | |
Other provisions | 43.9 | |
Provisions (Restated) | 46.8 | |
Current | 37.8 | 44.3 |
Adjustment to current provisions on adoption of IFRS 16 | (3.6) | |
Current Provisions (Restated) | 40.7 | |
Non-current | 6.1 | 69.4 |
Adjustment to non current provisions on adoption of IFRS 16 | (63.3) | |
Non-Current Provisions (Restated) | 6.1 | |
Other Provisions Restated | 46.8 | |
Provisions | 43.9 | 113.7 |
Total adjustment to provisions on adoption of IFRS 16 | (66.9) | |
Restructuring | ||
Disclosure of other provisions [line items] | ||
Other provisions | 12.3 | |
Additional provision in the period | 0 | |
Release of provision | 0 | |
Utilization of provision | (2.4) | |
Foreign exchange | 0.1 | |
Other provisions | 10 | |
Other Provisions Restated | 12.3 | |
Onerous/ unfavorable contracts | ||
Disclosure of other provisions [line items] | ||
Increase (decrease) through transfers and other changes, other provisions | (66.9) | |
Other provisions | 68.8 | |
Additional provision in the period | 0 | |
Release of provision | 0 | |
Utilization of provision | (0.2) | |
Foreign exchange | 0.1 | |
Other provisions | 1.8 | |
Other Provisions Restated | 1.9 | |
Provisions related to other taxes | ||
Disclosure of other provisions [line items] | ||
Other provisions | 5.8 | |
Additional provision in the period | 0.1 | |
Release of provision | 0 | |
Utilization of provision | 0 | |
Foreign exchange | 0 | |
Other provisions | 5.9 | |
Other Provisions Restated | 5.8 | |
Contingent consideration | ||
Disclosure of other provisions [line items] | ||
Other provisions | 1.5 | |
Additional provision in the period | 0 | |
Release of provision | 0 | |
Utilization of provision | (1.5) | |
Foreign exchange | 0 | |
Other provisions | 0 | |
Other Provisions Restated | 1.5 | |
Other | ||
Disclosure of other provisions [line items] | ||
Other provisions | 25.3 | |
Additional provision in the period | 1.2 | |
Release of provision | (0.2) | |
Utilization of provision | (0.2) | |
Foreign exchange | 0.1 | |
Other provisions | € 26.2 | |
Other Provisions Restated | € 25.3 |
Provisions - Additional Informa
Provisions - Additional Information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Disclosure of other provisions [line items] | ||
Total adjustment to provisions on adoption of IFRS 16 | € (66.9) | |
Adjustment to non current provisions on adoption of IFRS 16 | (63.3) | |
Adjustment to current provisions on adoption of IFRS 16 | (3.6) | |
Other provisions | € 43.9 | 113.7 |
Utilization of provision | 4.3 | |
Restructuring | ||
Disclosure of other provisions [line items] | ||
Other provisions | € 10 | 12.3 |
Estimated completion of activities | 15 months | |
Utilization of provision | € 2.4 | |
Provisions related to other taxes | ||
Disclosure of other provisions [line items] | ||
Other provisions | 5.9 | 5.8 |
Utilization of provision | 0 | |
Contingent consideration | ||
Disclosure of other provisions [line items] | ||
Other provisions | 0 | 1.5 |
Utilization of provision | 1.5 | |
Other | ||
Disclosure of other provisions [line items] | ||
Other provisions | 26.2 | 25.3 |
Utilization of provision | 0.2 | |
Miscellaneous other provisions, professional fees related to tax investigations and other obligations | ||
Disclosure of other provisions [line items] | ||
Other provisions | 1.8 | 1.8 |
Italy | Other | ||
Disclosure of other provisions [line items] | ||
Other provisions | 5 | 5 |
Bjuv Facility | Sweden | Onerous contracts - leases | ||
Disclosure of other provisions [line items] | ||
Other provisions | 66.9 | |
Bjuv Facility | Sweden | Onerous contracts - service contracts | ||
Disclosure of other provisions [line items] | ||
Other provisions | 1.8 | 1.9 |
Findus | Provision for decommissioning, restoration and rehabilitation costs [member] | ||
Disclosure of other provisions [line items] | ||
Other provisions | € 6 | € 5.9 |
Employee Benefits (Details)
Employee Benefits (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Employee Benefits [Abstract] | ||
Net defined benefit liability (asset) | € 200.6 | |
Service cost | 1.4 | |
Net interest expense | 0.9 | |
Actuarial loss on pension scheme valuations | 13 | |
Benefits paid | (1.1) | |
Foreign exchange differences on translation | (0.9) | |
Net defined benefit liability (asset) | € 213.9 | |
Germany | ||
Disclosure of defined benefit plans [line items] | ||
Actuarial assumption of discount rates | 1.45% | 1.75% |
Share based compensation rese_3
Share based compensation reserve (Details) $ / shares in Units, € in Millions | Jun. 14, 2018USD ($)shares | Mar. 31, 2019USD ($)shares$ / shares | Mar. 31, 2019EUR (€)shares | Mar. 31, 2018EUR (€) | Dec. 31, 2018shares$ / shares | Mar. 22, 2019$ / shares | Jan. 01, 2018USD ($) | Jan. 01, 2018EUR (€) | Jan. 01, 2017USD ($) | Jan. 01, 2017EUR (€) | Jan. 01, 2016USD ($) | Jan. 01, 2016EUR (€) |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Shares Issued, Price Per Share1 | $ / shares | $ 20 | |||||||||||
Key management personnel compensation | € | € 3.2 | € 2.1 | ||||||||||
Grant date fair value | $ 1,600,000 | € 1.3 | $ 5,200,000 | € 4.6 | $ 28,200,000 | € 24.7 | ||||||
Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Number of other equity instruments outstanding (in shares) | 4,462,899 | 4,624,653 | ||||||||||
LTIP vesting 1 [Member] [Domain] | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Number of other equity instruments vested (shares) | 51,932 | 51,932 | 181,054 | |||||||||
Management Award 2016 [Member] | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Number of other equity instruments vested (shares) | 85,315 | 85,315 | 294,810 | |||||||||
Shares Issued, Price Per Share1 | $ / shares | $ 17.11 | $ 20.72 | ||||||||||
Liabilities From Share-based Payment Transactions, Shares | 33,383 | 33,383 | 113,756 | |||||||||
Non-Executive Director | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Value of shares granted to each Non-Executive Director annually | $ | $ 100,000 | |||||||||||
New awards granted in the period (in shares) | 44,272 | |||||||||||
Exercise price of other equity awards granted | $ | $ 18.07 | |||||||||||
Expense from share-based payment transactions with employees | € | € 0.2 | € 0.1 | ||||||||||
Key management personnel of entity or parent | 50% vested after year 4 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting percentage | 50.00% | 50.00% | ||||||||||
January 1, 2016 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Revised grant date price | $ / shares | $ 16.72 | |||||||||||
Number of other equity instruments outstanding (in shares) | 2,990,514 | 3,025,953 | ||||||||||
Exercise price | $ / shares | $ 0 | |||||||||||
Expected volatility of the share price | 22.60% | 22.60% | ||||||||||
Dividend yield expected | 0.00% | 0.00% | ||||||||||
Risk free rate | 2.65% | 2.65% | ||||||||||
Employee exit rate | 6.00% | 6.00% | ||||||||||
January 1, 2016 | Key management personnel of entity or parent | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Incremental fair value granted, modified share-based payment arrangements | $ 9,900,000 | € 8.7 | ||||||||||
January 1, 2016 | Key management personnel of entity or parent | 50% vested after year 4 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 3 years | 3 years | ||||||||||
January 1, 2016 | Key management personnel of entity or parent | 50% vested after year 2 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 2 years | 2 years | ||||||||||
January 1, 2017 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Revised grant date price | $ / shares | $ 16.72 | |||||||||||
Number of other equity instruments outstanding (in shares) | 909,685 | 1,015,000 | ||||||||||
Number of other equity instruments vested (shares) | 85,315 | 85,315 | ||||||||||
Exercise price | $ / shares | $ 0 | |||||||||||
Expected volatility of the share price | 22.60% | 22.60% | ||||||||||
Dividend yield expected | 0.00% | 0.00% | ||||||||||
Risk free rate | 2.65% | 2.65% | ||||||||||
Employee exit rate | 14.00% | 14.00% | ||||||||||
January 1, 2017 | Key management personnel of entity or parent | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Incremental fair value granted, modified share-based payment arrangements | $ 1,100,000 | € 1 | ||||||||||
January 1, 2017 | Key management personnel of entity or parent | 50% vested after year 4 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 2 years | 2 years | ||||||||||
January 1, 2017 | Key management personnel of entity or parent | 50% vested after year 2 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 2 years | 2 years | ||||||||||
January 1, 2018 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Revised grant date price | $ / shares | $ 16.72 | |||||||||||
Number of other equity instruments outstanding (in shares) | 562,700 | 583,700 | ||||||||||
Exercise price | $ / shares | $ 0 | |||||||||||
Expected volatility of the share price | 22.70% | 22.70% | ||||||||||
Dividend yield expected | 0.00% | 0.00% | ||||||||||
Risk free rate | 2.55% | 2.55% | ||||||||||
Employee exit rate | 14.00% | 14.00% | ||||||||||
January 1, 2018 | Key management personnel of entity or parent | 50% vested after year 4 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 3 years | 3 years | ||||||||||
January 1, 2018 | Key management personnel of entity or parent | 50% vested after year 2 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 2 years | 2 years | ||||||||||
Top of range [member] | January 1, 2016 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Expected life of restricted share | 2 years | 2 years | ||||||||||
EBITDA Performance Target Conditions | 0.90% | 0.90% | ||||||||||
Top of range [member] | January 1, 2017 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Expected life of restricted share | 2 years | 2 years | ||||||||||
EBITDA Performance Target Conditions | 72.00% | 72.00% | ||||||||||
Top of range [member] | January 1, 2018 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Expected life of restricted share | 4 years | 4 years | ||||||||||
EBITDA Performance Target Conditions | 35.00% | 35.00% | ||||||||||
Bottom of range [member] | January 1, 2016 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Expected life of restricted share | 1 year | 1 year | ||||||||||
EBITDA Performance Target Conditions | 93.00% | 93.00% | ||||||||||
Bottom of range [member] | January 1, 2017 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Expected life of restricted share | 2 years | 2 years | ||||||||||
EBITDA Performance Target Conditions | 72.00% | 72.00% | ||||||||||
Bottom of range [member] | January 1, 2018 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Expected life of restricted share | 1 year 6 months | 1 year 6 months | ||||||||||
EBITDA Performance Target Conditions | 35.00% | 35.00% |
Share based compensation rese_4
Share based compensation reserve - Summary of Awards (Details) $ / shares in Units, € in Millions | Jun. 14, 2018USD ($)shares | Mar. 31, 2019USD ($)shares$ / shares | Mar. 31, 2019EUR (€)shares | Dec. 31, 2018shares$ / shares | Mar. 22, 2019$ / shares |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Shares Issued, Price Per Share1 | $ / shares | $ 20 | ||||
Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of other equity instruments outstanding (in shares) | 4,624,653 | 4,624,653 | |||
Forfeitures in the period (in shares) | (76,439) | (76,439) | |||
Number of other equity instruments outstanding (in shares) | 4,462,899 | 4,462,899 | 4,624,653 | ||
LTIP vesting 1 [Member] [Domain] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of other equity instruments exercised or vested in share-based payment arrangement | (51,932) | (51,932) | (181,054) | ||
January 1, 2016 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Revised grant date price | $ / shares | $ 16.72 | ||||
Number of other equity instruments outstanding (in shares) | 3,025,953 | 3,025,953 | |||
Forfeitures in the period (in shares) | (35,439) | (35,439) | |||
Number of other equity instruments outstanding (in shares) | 2,990,514 | 2,990,514 | 3,025,953 | ||
Exercise price | $ / shares | $ 0 | ||||
Expected volatility of the share price | 22.60% | 22.60% | |||
Dividend yield expected | 0.00% | 0.00% | |||
Risk free rate | 2.65% | 2.65% | |||
Employee exit rate | 6.00% | 6.00% | |||
January 1, 2017 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Revised grant date price | $ / shares | $ 16.72 | ||||
Number of other equity instruments outstanding (in shares) | 1,015,000 | 1,015,000 | |||
Forfeitures in the period (in shares) | (20,000) | (20,000) | |||
Number of other equity instruments outstanding (in shares) | 909,685 | 909,685 | 1,015,000 | ||
Number of other equity instruments exercised or vested in share-based payment arrangement | (85,315) | (85,315) | |||
Exercise price | $ / shares | $ 0 | ||||
Expected volatility of the share price | 22.60% | 22.60% | |||
Dividend yield expected | 0.00% | 0.00% | |||
Risk free rate | 2.65% | 2.65% | |||
Employee exit rate | 14.00% | 14.00% | |||
January 1, 2018 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Revised grant date price | $ / shares | $ 16.72 | ||||
Number of other equity instruments outstanding (in shares) | 583,700 | 583,700 | |||
Forfeitures in the period (in shares) | (21,000) | (21,000) | |||
Number of other equity instruments outstanding (in shares) | 562,700 | 562,700 | 583,700 | ||
Exercise price | $ / shares | $ 0 | ||||
Expected volatility of the share price | 22.70% | 22.70% | |||
Dividend yield expected | 0.00% | 0.00% | |||
Risk free rate | 2.55% | 2.55% | |||
Employee exit rate | 14.00% | 14.00% | |||
Management Award 2016 [Member] | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of other equity instruments exercised or vested in share-based payment arrangement | (85,315) | (85,315) | (294,810) | ||
Liabilities From Share-based Payment Transactions, Shares | 33,383 | 33,383 | 113,756 | ||
Shares Issued, Price Per Share1 | $ / shares | $ 17.11 | $ 20.72 | |||
Non-Executive Director | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
New awards granted in the period (in shares) | 44,272 | ||||
Exercise price of other equity awards granted | $ | $ 18.07 | ||||
Top of range [member] | January 1, 2016 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Expected life of restricted share | 2 years | 2 years | |||
EBITDA Performance Target Conditions | 0.90% | 0.90% | |||
Top of range [member] | January 1, 2017 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Expected life of restricted share | 2 years | 2 years | |||
EBITDA Performance Target Conditions | 72.00% | 72.00% | |||
Top of range [member] | January 1, 2018 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Expected life of restricted share | 4 years | 4 years | |||
EBITDA Performance Target Conditions | 35.00% | 35.00% | |||
Bottom of range [member] | January 1, 2016 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Expected life of restricted share | 1 year | 1 year | |||
EBITDA Performance Target Conditions | 93.00% | 93.00% | |||
Bottom of range [member] | January 1, 2017 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Expected life of restricted share | 2 years | 2 years | |||
EBITDA Performance Target Conditions | 72.00% | 72.00% | |||
Bottom of range [member] | January 1, 2018 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Expected life of restricted share | 1 year 6 months | 1 year 6 months | |||
EBITDA Performance Target Conditions | 35.00% | 35.00% | |||
Key management personnel of entity or parent [member] | January 1, 2016 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Incremental fair value granted, modified share-based payment arrangements | $ 9,900,000 | € 8.7 | |||
Key management personnel of entity or parent [member] | January 1, 2017 | Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Incremental fair value granted, modified share-based payment arrangements | $ 1,100,000 | € 1 |
Share based compensation rese_5
Share based compensation reserve - Summary of Valuation Inputs and Assumptions (Details) $ / shares in Units, € in Millions | Jun. 14, 2018shares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2019EUR (€) | Mar. 31, 2018EUR (€) | Jan. 01, 2018USD ($) | Jan. 01, 2018EUR (€) | Jan. 01, 2017USD ($) | Jan. 01, 2017EUR (€) | Jan. 01, 2016USD ($) | Jan. 01, 2016EUR (€) |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Key management personnel compensation | € | € 3.2 | € 2.1 | ||||||||
Weighted average fair value at measurement date, other equity instruments granted | $ 1,600,000 | € 1.3 | $ 5,200,000 | € 4.6 | $ 28,200,000 | € 24.7 | ||||
Restricted shares | January 1, 2016 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Revised grant date price | $ 16.72 | |||||||||
Exercise price | $ 0 | |||||||||
Expected volatility of the share price | 22.60% | 22.60% | ||||||||
Dividend yield expected | 0.00% | 0.00% | ||||||||
Risk free rate | 2.65% | 2.65% | ||||||||
Employee exit rate | 6.00% | 6.00% | ||||||||
Restricted shares | January 1, 2017 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Revised grant date price | $ 16.72 | |||||||||
Exercise price | $ 0 | |||||||||
Expected volatility of the share price | 22.60% | 22.60% | ||||||||
Dividend yield expected | 0.00% | 0.00% | ||||||||
Risk free rate | 2.65% | 2.65% | ||||||||
Employee exit rate | 14.00% | 14.00% | ||||||||
Restricted shares | January 1, 2018 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Revised grant date price | $ 16.72 | |||||||||
Exercise price | $ 0 | |||||||||
Expected volatility of the share price | 22.70% | 22.70% | ||||||||
Dividend yield expected | 0.00% | 0.00% | ||||||||
Risk free rate | 2.55% | 2.55% | ||||||||
Employee exit rate | 14.00% | 14.00% | ||||||||
Restricted shares | Bottom of range | January 1, 2016 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Expected life of restricted share | 1 year | 1 year | ||||||||
EBITDA Performance Target Conditions | 93.00% | 93.00% | ||||||||
Restricted shares | Bottom of range | January 1, 2017 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Expected life of restricted share | 2 years | 2 years | ||||||||
EBITDA Performance Target Conditions | 72.00% | 72.00% | ||||||||
Restricted shares | Bottom of range | January 1, 2018 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Expected life of restricted share | 1 year 6 months | 1 year 6 months | ||||||||
EBITDA Performance Target Conditions | 35.00% | 35.00% | ||||||||
Restricted shares | Top of range | January 1, 2016 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Expected life of restricted share | 2 years | 2 years | ||||||||
EBITDA Performance Target Conditions | 0.90% | 0.90% | ||||||||
Restricted shares | Top of range | January 1, 2017 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Expected life of restricted share | 2 years | 2 years | ||||||||
EBITDA Performance Target Conditions | 72.00% | 72.00% | ||||||||
Restricted shares | Top of range | January 1, 2018 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Expected life of restricted share | 4 years | 4 years | ||||||||
EBITDA Performance Target Conditions | 35.00% | 35.00% | ||||||||
Key management personnel of entity or parent [member] | Restricted shares | January 1, 2016 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Incremental fair value granted, modified share-based payment arrangements | $ 9,900,000 | € 8.7 | ||||||||
Key management personnel of entity or parent [member] | Restricted shares | January 1, 2017 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Incremental fair value granted, modified share-based payment arrangements | $ 1,100,000 | € 1 | ||||||||
Key management personnel of entity or parent [member] | Share-based Compensation Award, Tranche Two1 [Member] | Restricted shares | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights, Percentage1 | 50.00% | 50.00% | ||||||||
Key management personnel of entity or parent [member] | Share-based Compensation Award, Tranche One1 [Member] | Restricted shares | January 1, 2016 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Period2 | 2 years | 2 years | ||||||||
Key management personnel of entity or parent [member] | Share-based Compensation Award, Tranche One1 [Member] | Restricted shares | January 1, 2017 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Period2 | 2 years | 2 years | ||||||||
Key management personnel of entity or parent [member] | Share-based Compensation Award, Tranche One1 [Member] | Restricted shares | January 1, 2018 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Period2 | 2 years | 2 years | ||||||||
Share-based Compensation Award, Tranche Two1 [Member] | Key management personnel of entity or parent [member] | Restricted shares | January 1, 2016 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Period2 | 3 years | 3 years | ||||||||
Share-based Compensation Award, Tranche Two1 [Member] | Key management personnel of entity or parent [member] | Restricted shares | January 1, 2017 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Period2 | 2 years | 2 years | ||||||||
Share-based Compensation Award, Tranche Two1 [Member] | Key management personnel of entity or parent [member] | Restricted shares | January 1, 2018 | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Period2 | 3 years | 3 years | ||||||||
Key Management Personnel Of Entity Or Parent, Non-Executive Director [Member] | Restricted shares | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Value of shares granted to each Non-Executive Director annually | $ | $ 100,000 | |||||||||
New awards granted in the period (in shares) | shares | 44,272 | |||||||||
Expense from share-based payment transactions with employees | € | € 0.2 | € 0.1 |
Share based compensation rese_6
Share based compensation reserve - Reserve Summary (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of reserves within equity [line items] | ||
Reserve of share-based payments | € 9.4 | |
Share award charge | 3.4 | € 2.2 |
Reserve of share-based payments | 11.5 | |
Stock Vested During Period, Value, Restricted Stock Award, Gross1 | (1.3) | |
Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Reserve of share-based payments | 9.4 | |
Reserve of share-based payments | 11.5 | |
Non-Executive Director | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0.2 | |
January 1, 2016 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 2.8 | |
January 1, 2017 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0.3 | |
January 1, 2018 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | € 0.1 |
Share Capital and Capital res_3
Share Capital and Capital reserve (Details) $ / shares in Units, € in Millions, $ in Millions | Mar. 22, 2019USD ($)$ / sharesshares | Mar. 22, 2019EUR (€)shares | Jan. 02, 2019shares | Mar. 31, 2019EUR (€)shares | Mar. 31, 2018$ / shares | Dec. 31, 2018EUR (€)$ / sharesshares | Dec. 31, 2017$ / shares |
Disclosure of classes of share capital [line items] | |||||||
Percentage increase in dividend price | 20.00% | 20.00% | |||||
Dividends recognised as distributions to owners per share (in dollars per share) | $ / shares | $ 16.7538 | $ 16.6516 | |||||
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days | 10 days | 10 days | ||||
Total share capital and capital reserve | € 2,119.1 | $ 1,762.3 | |||||
Listing and share transaction costs | (25) | (13.8) | |||||
Total net share capital and capital reserve | 2,094.1 | 1,748.5 | |||||
Increase (decrease) in number of ordinary shares issued | shares | 20,000,000 | 20,000,000 | |||||
Shares Issued, Price Per Share1 | $ / shares | $ 20 | ||||||
Proceeds from issuing shares | $ 400 | € 353.6 | |||||
Share issue related cost | € 11.2 | ||||||
Ordinary shares | |||||||
Disclosure of classes of share capital [line items] | |||||||
Total share capital and capital reserve | 2,108.5 | 1,751.7 | |||||
Founder Preferred shares | |||||||
Disclosure of classes of share capital [line items] | |||||||
Total share capital and capital reserve | € 10.6 | $ 10.6 | |||||
Founder Entities | Ordinary shares | |||||||
Disclosure of classes of share capital [line items] | |||||||
Founder preferred shares annual dividend amount (in shares) | shares | 171,092 | ||||||
Issued Capital and Capital Reserve | Ordinary shares | |||||||
Disclosure of classes of share capital [line items] | |||||||
Par value per share (in usd per share) | $ / shares | $ 10 | 10 | |||||
Issued and fully paid (in shares) | shares | 194,452,075 | 174,229,051 | |||||
Issued Capital and Capital Reserve | Founder Preferred shares | |||||||
Disclosure of classes of share capital [line items] | |||||||
Par value per share (in usd per share) | $ / shares | $ 10 | $ 10 | |||||
Issued and fully paid (in shares) | shares | 1,500,000 | 1,500,000 |
Founder Preferred Shares Divi_2
Founder Preferred Shares Dividend Reserve (Details) € in Millions | Jan. 02, 2019shares | Mar. 31, 2019EUR (€) | Mar. 31, 2018EUR (€) | Dec. 31, 2018EUR (€)$ / shares | Dec. 31, 2017EUR (€)$ / shares |
Disclosure of classes of share capital [line items] | |||||
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days | 10 days | 10 days | ||
Percentage increase in dividend price | 20.00% | 20.00% | |||
Dividends recognised as distributions to owners per share (in dollars per share) | $ / shares | $ 16.7538 | $ 16.6516 | |||
Preferred share dividend equivalent (in shares) | 140,220,619 | ||||
Equity | € 2,445.7 | € 1,934.6 | $ 2,059.1 | $ 1,852.6 | |
Founder Entities | Ordinary shares | |||||
Disclosure of classes of share capital [line items] | |||||
Founder preferred shares annual dividend amount (in shares) | shares | 171,092 | ||||
Founder preferred shares dividend reserve | Founder Preferred shares | |||||
Disclosure of classes of share capital [line items] | |||||
Equity | € 370.1 | $ 372.6 |
Related parties (Details)
Related parties (Details) - EUR (€) € in Millions | Jan. 02, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Non-Executive Director | |||
Disclosure of transactions between related parties [line items] | |||
Fees and expenses | € 0.1 | € 0.1 | |
Ordinary shares | Founder Entities | |||
Disclosure of transactions between related parties [line items] | |||
Founder preferred shares annual dividend amount (in shares) | 171,092 | ||
Mariposa Capital and TOMS Capital | Affiliate of Founder Entities | |||
Disclosure of transactions between related parties [line items] | |||
Fees and expenses | € 0.5 | € 0.5 |