TIDMTON
RNS Number : 8265M
Titon Holdings PLC
14 May 2020
14 May 2020
Titon Holdings Plc
Unaudited Interim Results for the six months to 31 March
2020
Titon Holdings Plc ("Titon", the "Group" or the "Company"), a
leading international manufacturer and supplier of ventilation
systems and window and door hardware, today announces its Interim
Results for the six months ended 31 March 2020
Financial Results
Six months Six months % Change
ended 31 March ended 31 March
2020 2019
Net revenue GBP11.22m GBP14.29m -22%
EBITDA GBP0.32m GBP1.17m -72%
(Loss)/ Profit before GBP(0.27)m GBP1.12m n/a
tax
(Loss)/ Earnings per
share (2.73)p 7.06p n/a
Interim dividend per 0p 1.75p n/a
share GBP3.69m GBP3.84m -4%
Cash balance
Financial highlights
-- Net Revenue decreased by 22% due to weak trading conditions
and impact of the COVID-19 pandemic
-- EBITDA fell to GBP0.32 million (2019: GBP1.17m), reflecting
lower revenues as well as one-off costs of a higher bad debt
provision and staff restructuring in response to market
conditions
-- Loss before tax of GBP0.27m after depreciation and amortisation charges of GBP542k
-- Operational cash inflows of GBP461k in the period and
positive net cash generated before dividends paid to Titon and
minority shareholders
-- Ended the period with cash of GBP3.69m and no financial indebtedness
-- In the interests of prudence and to preserve cash during the
current period of considerable uncertainty, the Board will not be
declaring an interim dividend for the period
Operational highlights
-- UK political uncertainty and subsequent widespread lockdowns
in response to the COVID-19 pandemic impacted trading in the UK and
Continental Europe in the period, where sales were down 11%
-- UK Ventilation Systems sales rose by 6.5% against 2019, but
UK Window and Door Hardware sales fell by 14%
-- European sales declined, impacted by delays to certain
customer housing projects coupled with comparative results in 2019
on account of customers stocking up before the first planned Brexit
date
-- Trading conditions in South Korea remained challenging due to
a weak housing market, and was impacted as one of the first
countries to experience the effects of COVID-19.
-- Our South Korean operations were profitable in the period and
remain the Group's largest net income generator
-- New natural ventilation product with increased filtration
ready for manufacture and sale in South Korea
Outlook and COVID-19
-- COVID-19 has created significant and open-ended global
uncertainty and economic forecasters are expecting to see a major
short-term contraction of economic activity in the UK and
Europe
-- Manufacturing was temporarily paused in March following the
implementation of the UK lockdown. Since the end of the period,
after a four week shutdown, Haverhill has now re-started limited
production, which the Group hopes to increase as global lockdown
measures are lifted
-- The Group has taken actions to preserve cash and mitigate the
impact of the pandemic on the business, including furloughing staff
under the UK Government's Coronavirus Job Retention Scheme,
reducing discretionary and capital expenditure, and all Titon
Holdings directors taking 10% salary reductions which will be
reviewed over the next six months.
-- We welcome the extension of the Coronavirus Job Retention
Scheme until October 2020, subject to the detailed terms being
published
-- There are indications that housebuilding and manufacturing
activity is gradually re-starting, but it remains to be seen when
demand will return to normal levels and it remains too early to
estimate the impact the pandemic will have on the Group's
performance
Executive Chairman Keith Ritchie said: "Clearly, this has been a
very difficult period and the Group's loss before tax for the
period reflects the challenges we have faced. Although the
coronavirus pandemic only started to affect the UK and Europe from
March 2020 onwards, it had already impacted on our operations in
South Korea. These results also include costs of redundancies that
we had already made before March as we reacted to the weaker market
conditions in the first half and additional provisions for higher
bad debts that we anticipate in the second half year."
"At all times, the health and safety of our staff and
stakeholders is our priority and we continue to follow the UK
Government's guidance on social distancing. After considerable
careful planning we have re-started operations at our factory in
Haverhill and we hope to increase activity levels as the lockdown
restrictions are lifted."
"In these very difficult times we can take comfort from the
strength of our balance sheet and the cash resources that we had at
the outset of the pandemic. We will continue to take all necessary
steps to protect Titon and the Board is confident that the business
has sufficient financial strength to trade its way through the
current disruption. The Group is well capitalised with a strong
balance sheet and no debt. We remain confident in the long-term
prospects of the business."
For further information please contact
Titon Holdings Plc
Keith Ritchie: +44 (0) 7748 146834
Shore Capital
Edward Mansfield +44 (0)20 7408 4090
Daniel Bush
Titon Holdings Plc
Interim results for the six months to 31 March 2020
Chairman's statement
I am writing this statement in the midst of the COVID-19
pandemic, which has had an unprecedented impact on the world
economy and all of our lives. In the UK we swiftly moved to working
from home, where possible, in the middle of March and then we took
the decision to close our manufacturing and despatch operations
from 24 March, following the Prime Minister's announcement of the
lockdown. This clearly impacted the trading results for March and
we remained closed for most of April before we re-started
operations on a limited basis on 21 April. Many of our customers
have not yet re-started their businesses so we are serving a small
number of customers where we can for the time being but we are
pleased to be back at work, albeit very significantly below the
normal levels for this time of year. We hope that more of our UK
customers will shortly resume operations following the Prime
Minister's address on 10 May 2020. As noted below our South Korean
business has also been affected by the pandemic.
Income Statement
In the six months to 31 March 2020, Titon's net revenue (which
excludes inter-segment activity) fell by 21.5% to GBP11.2 million
(2019: GBP14.3 million). As I noted in my AGM statement on 18
February 2020 and compounded by the impact of COVID-19, the
political and economic circumstances we have faced has made for a
very challenging six months for the Group.
Gross margin fell to 27.3% (2019: 29.3%) due to the lower
contributions from our Window and Door Hardware operations in the
UK and Europe, although it was pleasing to see that the gross
margin from our UK Ventilation Systems business was maintained.
EBITDA was 73% lower at GBP0.3 million (2019: GBP1.17 million),
whilst we made an operating loss of GBP0.2 million (2019 profit:
GBP0.8 million). The income from the Group's associate, Browntech
Sales Co. Ltd (BTS) in South Korea, fell to a loss of GBP0.04
million (2019 profit: GBP0.31 million) as a result of the weaker
housing market in Korea and a provision against a property
investment. In turn, the Group made a loss before tax of GBP0.27
million (2019 profit: GBP1.12 million).
The loss per share was 2.73 pence (2019 profit: 7.06 pence) with
the apportionment of profits to minority shareholders lower at
GBP0.04 million (2019: GBP0.22 million) which reflected the lower
contribution from the Group's 51% owned subsidiary, Titon
Korea.
Accordingly, the Board has decided not to declare an interim
dividend for the period due to the unprecedented circumstances and
uncertainty that the Company faces in the near term (2019: 1.75
pence per share).
Balance sheet and cash flow
Net assets including non-controlling interests fell 7.2% or
GBP1.3 million to GBP16.3 million (31 March 2019: GBP17.6 million)
with net cash of GBP3.69 million (31 March 2019: GBP3.84 million)
which is equivalent to 22.7% of net assets (31 March 2019: 21.8%),
The impact of the adoption of IFRS 16 Leases at 1 October 2019 has
resulted in right-of-use assets being recognised in non-current
assets as at 31 March 2020 of GBP783,000 with corresponding lease
liabilities of GBP809,000 split between current and non-current
liabilities. The Group had no financial indebtedness at 31 March
2020.
During the period a further dividend of GBP0.7 million was paid
by Titon Korea to the Company in respect of our 51% shareholding,
with GBP0.67 million also being paid to our Korean partners who are
the 49% minority shareholders. As a result of this the cash held by
Titon Korea has fallen to GBP0.3 million at 31 March 2020 (31 March
2019: GBP1.01 million).
The half year saw cash generated from operations of GBP0.54
million (2019: GBP1.45 million), primarily due to working capital
components falling in line with reducing levels of activity.
Capital expenditure in the period was lower at GBP0.38 million
(2019: GBP0.52 million) as we cut back on major items of capital
equipment. Net current assets were GBP8.8 million (2019: GBP10.0
million) at 31 March 2020 with a Quick Ratio(1) of 1.97 (2019:
1.94). Asset Turn was 1.87 (2019: 2.19).
Segmental and operational review
Clearly, this has been a very difficult period and the Group
Loss before tax reflects the challenges we have faced. Although the
Coronavirus pandemic only started to affect the UK and Europe from
March 2020 onwards it had already impacted on our operations in
South Korea. These results also include costs of redundancies that
we had already made before March as we reacted to the weaker market
conditions in the first half and additional provisions for higher
bad debts that we anticipate in the second half year.
UK and Continental Europe
Trading has been difficult throughout the first half in both the
UK and Continental Europe, with revenue in the UK falling by 9.2%
to GBP7.0m (2019: GBP7.6m). As we announced in February 2020, in
the UK we suffered from the political uncertainty that extended
throughout 2019 and was only resolved in December 2019 with the
general election result and the decision to leave the European
Union on 31(st) January 2020 being confirmed. This did not lead to
an immediate expansion in trading before the COVID-19 outbreak
impacted demand from the outset of March. The pandemic ultimately
resulted in us closing our factory, for health and safety reasons,
in late March with a closure of sales operations for four weeks.
Post period end we were able to re-start limited manufacturing and
distribution but this has clearly had an impact on this period's
results. Sales in our UK Window and Door Hardware business were 14%
down on the same period last year as we suffered from increased
competition for trickle vents, lower replacement window market
sales and reduced activity in the non-domestic market. The one
bright spot in the UK was Ventilation Systems, which saw sales of
mechanical ventilation products rise by 6.5% over the same period
last year.
Export sales of Ventilation Systems products were disappointing
in the period. Sales were 33% lower than the comparative period,
which was boosted by European customers stocking up before the
first possible Brexit date of 31 March 2019. During the period
under review a number of our European customers have seen house
building projects delayed due to the weak economic performance in
Europe. However, we continue to invest resources in further
developing new products for European customers and to extending our
coverage into other countries. Export sales of Window and Door
Hardware products also struggled and were down by 11% against the
same period in 2019.
South Korea
We announced in February that activity levels in the South
Korean new-build market had continued to fall as the South Korean
Government had intervened to slow house price growth by restricting
lending. This has meant that sales have been lower than we expected
in the first half year. Of course, South Korea was one of the first
countries to be affected by COVID-19 and the effects of this have
been felt in sales for the period as economic activity has
significantly reduced. Our Korean business closed for a week at the
end of February as the virus began to impact there. As we have
previously noted, steps were taken to re-align costs with expected
sales levels during 2019 and this process has continued in 2020
with a reduction in both headcount and costs. Although the current
economic situation in South Korea may not be as difficult as that
in the UK and Europe, it still remains challenging and the business
is being managed to reflect the current market conditions. We have
worked with our South Korean colleagues to design a new natural
ventilation product with increased filtration, which is now ready
for manufacture and sale in South Korea and we will continue to
develop products for them as the market requires.
The contribution from Browntech Sales Co. Limited (BTS), the
Group's associate company, which primarily distributes ventilation
products in South Korea, was similarly affected by lower sales in
the half year. Sales were reduced due to the lower levels of house
building in the country, as noted above. Due to the weak property
market in South Korea we have also taken the decision to make a
provision against the secured loan investment that BTS made in
2016. This has contributed to BTS recording a loss after tax for
the period under review of GBP80,000, of which our share of the
loss amounts to GBP39,000.
In terms of the segmental contribution from South Korea, the two
businesses, Titon Korea and BTS are added together. The revenue,
which is solely Titon Korea (because the Company's share of BTS's
profits are accounted for as an associate) was 41% lower at GBP2.8
million (2019: GBP4.8 million). The segment profit, which includes
the pre-tax profit of Titon Korea plus 49% of the post-tax loss of
BTS, was 92% lower at GBP66,000 (2019: GBP864,000).
United States
Sales in our US business have fallen from the same period last
year and are 22% lower at GBP397,000 (2019: GBP510,000). This is
largely due to a fall in the construction of multi-occupancy
housing requiring trickle vents, in favour of single houses not
requiring trickle vents in our key market areas and more latterly,
due to the impact of COVID-19. This is disappointing and we have
already made some changes to our US salesforce. Titon Inc. remains
profitable and we also make inter-segmental profits in our
Haverhill factory on products sold in the US.
Board
There have been no changes in personnel on the Board during the
period under review. As part of the response to the COVID-19
challenge that we face I can announce that all of the Titon
Holdings directors have taken a 10% salary reduction from 1 May
2020, which will be regularly reviewed for the next six months. I
personally, would like to thank all of my colleagues on the Board
for their hard work and counsel during these very difficult
times.
Employees
Once again, I am indebted to all of Titon's employees for their
talent and hard work and particularly in these very difficult
circumstances where a large number of them have been furloughed
under the Government's Coronavirus Job Retention Scheme. Without
them, we would not have such a high quality and diversified
business. To all of them, I offer my and the Board's sincere
thanks.
Investors
As noted above we will not be paying an interim dividend at this
time, because of the uncertainty caused by the COVID-19 pandemic.
The decision not to declare a dividend was a very difficult one as
I recognise that many shareholders depend on dividend income. As we
have previously stated, Titon's policy is to pay dividends
commensurate with the results of the business. As such, and given
the performance of the Group in the business environment that we
face due to the COVID-19 crisis, we believe that it is important
for the Company to preserve its cash at this very difficult time. I
hope that the prospects for Titon at the end of the current fiscal
period will have improved sufficiently so that we can consider
paying a final dividend for the year but, of course, this depends
on the state of the economy and the Group's performance.
We have worked closely with Shore Capital, our Nominated
Adviser, over the last few months and I noted in the 2019 Annual
Report that they had initiated research coverage on Titon. However,
the pandemic has introduced an unprecedented level of uncertainty
to the environment that the Group operates within and we announced
in March 2020 that we had withdrawn current and future guidance to
investors and the stock market. We will continue to update
investors at the appropriate time when we have any further
guidance.
Outlook
At this stage of the COVID-19 pandemic the Board is unable to
provide any formal guidance on what the outlook for Titon will be
in the second half of the fiscal year. The Board notes all economic
forecasters are expecting to see a major contraction of economic
activity in the UK and Europe as the lock down measures have come
into force and some of these economies have already posted
contractions in GDP in Q1 2020 before any major impact has been
felt. The Bank of England has forecast that the UK economy will
contract by 14% in 2020, before rebounding in 2021 by 15% but the
anticipated fall this year represents the sharpest recession on
record.
In the UK we need some more certainty as to the relaxation of
the lock down measures, which will in part determine the level of
demand for our hardware and mechanical ventilation products. A
number of house builders have announced their intentions to
re-start operations in May and this is a positive sign but it
remains to be seen when house buyers will return to the market and
when consumers will be willing to spend on replacement windows and
doors. We have announced that we have partially re-started our UK
operations while ensuring that we follow the UK Government's
guidelines for safe working and we will continue to follow these as
and when they are updated.
We also remain subject to any amendments to the current UK
building regulations for ventilation and the conservation of fuel
and power but understand that these may now be delayed until 2021
due to the Government's understandable focus on the COVID-19
pandemic.
In Europe, where there has been more progress in releasing lock
down restrictions than the UK currently, we re-started sales to our
customers when our factory re-opened in April and new orders have
also been received for our mechanical ventilation products. We very
much hope that these activities continue in the second half of
2020.
In South Korea, which was impacted earlier than Europe, I am
pleased to say there has been a return to more normal life and it
looks like the health authorities have managed to control the
virus, at least for the time being. However, there has been a major
hit to consumer confidence and the international economic situation
will also affect the economy, which is forecast to contract this
year by 0.8%, according to Focus Economics. However, they do
forecast growth of 3.2% in 2021. We are anticipating that revenues
for the remainder of the fiscal year will continue to be
significantly affected by the economic conditions in South
Korea.
In these very difficult times we can take comfort from the
strength of our balance sheet and the cash resources that we had at
the outset of the pandemic. The Board is confident that the
business has sufficient financial strength to trade its way through
the current disruption. The Group is well capitalised with a strong
balance sheet and no debt. As a result, we remain confident in the
long-term prospects of the business.
We welcome the announcement of the extension of the Coronavirus
Job Retention Scheme until October 2020, subject to the detailed
terms and conditions, which have not yet been published. Hopefully,
this will allow us to bring employees back from furlough in line
with the recovery of our revenues. Finally, we will take all
necessary steps to protect Titon and to ensure that it will survive
the market disruption that currently faces us.
Principal risk and uncertainties
The key financial and non-financial risks faced by the Group are
disclosed in the Group's Annual Report and Accounts for the year
ended 30 September 2019 within the Strategic Report (page 6)
available at www.titon.com . However, current assessments of
exposure to financial and other risks are significantly more
difficult currently given the uncertainties about the impact of
COVID-19, the extent and duration of social distancing measures,
government support measures including Job Support Relief in the UK
and deferral of VAT payments and the overall impact on the global
economy. The Board has considered the potential impact of these
matters on the Group's specific circumstances, including current
and potential cash resources, but also access to additional
financing facilities through the Government's COVID-19 loans
scheme.
The Group has considerable cash resources together with a
diverse range of customers and suppliers, across different
geographic areas and markets. As a consequence the Directors
believe that the Group is well placed to manage business risks
successfully.
The Directors have reviewed the budgets, projected cash flows,
principal risks and other relevant information for a period of 12
months from the period end date. On the basis of this review the
Directors have a reasonable expectation that the Group and Company
have adequate resources to continue in operational existence for a
period of at least twelve months and beyond. For this reason the
Directors believe it is appropriate to continue to adopt the going
concern basis in preparing the financial statements.
A list of current directors is maintained on the Group's website
www.titon.com.
On behalf of the Board
KA Ritchie
Chairman
13 May 2020
Notes
1. The Quick Ratio measures liquidity and is calculated by
dividing Current Assets less inventories by Current Liabilities
Titon Holdings Plc
Consolidated Interim Income Statement
for the six months ended 31 March 2020
6 months 6 months Year to
to 31.3.20 to 31.3.19 30.9.19
unaudited unaudited audited
Note GBP'000 GBP'000 GBP'000
Revenue 3 11,224 14,290 27,157
Cost of sales (8,157) (10,097) (18,959)
---------------------------------------- ---- ---------- ---------- --------
Gross profit 3,067 4,193 8,198
Distribution costs (747) (728) (1,489)
Administrative expenses (2,293) (2,258) (4,415)
Research and development expenses (259) (232) (504)
Transaction related expenses - (181) (181)
Other income 5 6 20
---------------------------------------- ---- ---------- ---------- --------
Operating (loss) / profit (227) 800 1,629
Finance income 7 7 12
Finance costs (11) - -
Share of post-tax (loss) / profit
from associates (39) 313 329
---------------------------------------- ---- ---------- ---------- --------
(Loss) / profit before tax (270) 1,120 1,970
Income tax credit / (expense) 4 16 (118) (186)
(Loss) / profit after income tax (254) 1,002 1,784
---------------------------------------- ---- ---------- ---------- --------
Attributable to:
Equity holders of the parent (303) 782 1,423
Non-controlling interest 49 220 361
---------------------------------------- ---- ---------- ---------- --------
(Loss) / profit for the period (254) 1,002 1,784
---------------------------------------- ---- ---------- ---------- --------
Earnings per share attributed to equity
holders of the parent:
Basic 6 (2.73)p 7.06p 12.84p
Diluted 6 (2.73)p 6.97p 12.68p
Consolidated Interim Statement of Comprehensive Income
for the six months ended 31 March 2020
6 months 6 months Year to
to 31.3.20 to 31.3.19 30.9.19
unaudited unaudited audited
GBP'000 GBP'000 GBP'000
(Loss) / profit for the period (254) 1,002 1,784
Other comprehensive income - items
which may be reclassified to profit
or loss in subsequent periods:
Exchange difference on re-translation
of net assets of overseas operations (162) (219) (201)
--------------------------------------- ---------- ---------- -------
Total comprehensive (expense) / income
for the period (416) 783 1,583
Attributable to :
Equity holders of the parent (428) 649 1,323
Non-controlling interest 12 134 260
--------------------------------------- ---------- ---------- -------
(416) 783 1,583
--------------------------------------- ---------- ---------- -------
Titon Holdings Plc
Consolidated Interim Statement of Financial Position
at 31 March 2020
31.3.20 31.3.19 30.9.19
unaudited unaudited audited
Note GBP'000 GBP'000 GBP'000
Assets
Property, plant and equipment 2 4,432 3,853 3,799
Intangible assets 630 687 718
Investments in associates 2,753 2,831 2,894
Deferred tax assets 266 204 281
--------- --------- -------
Total non-current assets 8,081 7,575 7,692
--------- --------- -------
Inventories 4,688 5,246 4,884
Trade and other receivables 4,583 5,977 5,446
Income tax receivable 33 33 -
Cash and cash equivalents 3,695 3,839 4,587
--------- --------- -------
Total current assets 12,999 15,095 14,917
Total Assets 21,080 22,670 22,609
------------------------------ ------------- --------- --------- -------
Liabilities
Deferred tax liability - 11 83
Lease liabilities 550 - -
--------- --------- -------
Total non-current liabilities 550 11 83
--------- --------- -------
Trade and other payables 3,949 5,088 4,793
Income tax payable 14 - 12
Lease liabilities 259 - -
Total current liabilities 4,222 5,088 4,805
Total Liabilities 4,772 5,099 4,888
------------------------------ ------------- --------- --------- -------
Equity
Share capital 1,113 1,113 1,113
Share premium reserve 1,049 1,049 1,049
Capital redemption reserve 56 56 56
Treasury shares (27) (27) (27)
Foreign exchange reserve 277 369 402
Retained earnings 13,039 13,171 13,669
------------------------------ ------------- --------- --------- -------
Total Equity attributable
to the equity holders
of the parent 15,507 15,731 16,262
Non-controlling Interest 801 1,840 1,459
Total Equity 16,308 17,571 17,721
Total Liabilities and
Equity 21,080 22,670 22,609
------------------------------ ------------- --------- --------- -------
Titon Holdings Plc
Consolidated Interim Statement of Changes in Equity
at 31 March 2020
Share Share Capital Foreign Treasury Retained Total Non- Total
capital premium redemption exchange Shares earnings controlling Equity
reserve reserve reserve interest
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 30
September
2018 (as
restated) 1,113 1,049 56 502 (27) 12,728 15,421 1,706 17,127
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Accounting
policy
change IFRS
9 - - - - - (19) (19) (19) (19)
At 1 October
2018 1,113 1,049 56 502 (27) 12,709 15,402 1,687 17,089
Translation
differences
on overseas
operations - - - (133) - - (133) (86) (219)
Profit for the
period - - - - - 782 782 220 1,002
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Total
comprehensive
income for
the
period - - - (133) - 782 649 134 783
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Dividends paid - - - - - (332) (332) - (332)
Share-based
payment
credit - - - - - 31 31 - 31
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
At 31 March
2019 1,113 1,049 56 369 (27) 13,190 15,750 1,821 17,571
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Translation
differences
on overseas
operations - - - 33 - - 33 (15) 18
Profit for the
period - - - - - 641 641 141 782
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Total
comprehensive
income for
the
period - - - 33 - 641 674 126 800
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Dividends paid - - - - - (194) (194) - (194)
Dividends paid
to NCI in
subsidiary - - - - - - - (488) (488)
Share-based
payment
credit - - - - - 32 32 - 32
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
At 30
September
2019 1,113 1,049 56 402 (27) 13,669 16,262 1,459 17,721
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Accounting
policy
change IFRS
16 - - - - - (19) (19) (2) (21)
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
At 1 October
2019 1,113 1,049 56 402 (27) 13,650 16,243 1,457 17,700
Translation
differences
on overseas
operations - - - (125) - - (125) (37) (162)
Loss for the
period - - - (303) (303) 49 (254)
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Total
comprehensive
income for
the
period - - - (125) - (303) (428) 12 (416)
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Dividends paid - - - - - (332) (332) - (332)
Dividends paid
to NCI in
subsidiary - - - - - - - (668) (668)
Share-based
payment
credit - - - - - 24 24 - 24
At 31 March
2020 1,113 1,049 56 277 (27) 13,039 15,507 801 16,308
--------------- --------- --------- ----------- --------- --------- ---------- -------- ------------ --------
Titon Holdings Plc
Consolidated Interim Statement of Cash Flow
for the year ended 31 March 2020
6 months 6 months Year to
to 31.3.20 to 31.3.19 30.9.19
unaudited unaudited audited
Note GBP'000 GBP'000 GBP'000
Cash generated from operating activities
(Loss) / profit before tax (270) 1,120 1,970
Depreciation of property, plant &
equipment 424 266 543
Amortisation of intangible assets 118 107 228
Profit on sale of plant & equipment (20) - -
Share based payment - equity settled 24 31 63
Finance income (7) (7) (12)
Finance costs 11 - -
Share of associate's post-tax loss
/ (profit) 39 (313) (329)
--------------------
319 1,204 2,463
Decrease in inventories 180 335 690
Decrease in receivables 796 1,675 2,153
Decrease in payables and other current
liabilities (751) (1,769) (2,033)
------------------------------------------- ---- ------------------ -------------------- --------------------
Cash generated from operations 544 1,445 3,273
------------------------------------------- ---- ------------------ -------------------- --------------------
Income taxes paid (83) (175) (203)
------------------------------------------- ---- ------------------ -------------------- --------------------
Net cash generated from operating
activities 461 1,270 3,070
------------------------------------------- ---- ------------------ -------------------- --------------------
Cash flows from investing activities
Purchase of plant & equipment (349) (464) (694)
Purchase of intangible assets (30) (57) (209)
Proceeds from sale of plant & equipment 30 - 7
Finance income 7 7 12
Finance costs (11) - -
Net cash used in investing activities (353) (514) (884)
------------------------------------------- ---- ------------------ -------------------- --------------------
Cash flows from financing activities
Dividends paid to equity shareholders
of the parent 5 (332) (332) (526)
Dividends paid to Non-controlling
shareholders of a subsidiary (668) - (488)
Cash withdrawn from treasury deposit
accounts - 900 900
Net cash (used in) / generated from
operating activities (1,000) 568 (114)
------------------------------------------- ---- ------------------ -------------------- --------------------
Net (decrease) / increase in cash
(excluding movement on treasury deposits) (892) 1,324 2,072
Cash at beginning of the period (excluding
treasury deposits) 4,587 2,515 2,515
------------------------------------------- ---- ------------------ -------------------- --------------------
Cash at end of the period (excluding
treasury deposits) 3,695 3,839 4,587
------------------------------------------- ---- ------------------ -------------------- --------------------
The Group cash and cash equivalents figure on the Consolidated
Interim Statement of Financial Position includes both the cash at
31 March 2020 and the cash on treasury deposit of GBPnil (March
2019: GBPnil, September 2019: GBPnil) and totals GBP3,695,000 at 31
March 2020 (March 2019: GBP3,839,000, September 2019:
GBP4,587,000).
Notes to the Condensed Consolidated Interim Statements
at 31 March 2020
1 Accounting policies
a ) General information
Titon Holdings Plc (the 'Company') is incorporated and domiciled
in England and its shares are publicly traded on AIM. The
registered office address is 894 The Crescent, Colchester Business
Park, Colchester, Essex, CO4 9YQ. The company's registered number
is 1604952. The principal activities of the Group are as described
in Note 3.
Apart from the risks posed by the COVID-19 pandemic, which were
obviously not included in the 2019 Strategic Report the Board
considers the principal risks and uncertainties relating to the
Group for the next six months to be the same as detailed in the
last Annual Report and Financial Statements to 30 September 2019.
The Group's financial risk management objectives and policies are
consistent with those disclosed in the consolidated financial
statements as at and for the year ended 30 September 2019.
b) Basis of preparation
These condensed consolidated interim financial statements of the
Group for the six months ended 31 March 2020 comprise the Company
and its subsidiaries (together referred to as the 'Group').
The condensed consolidated interim financial statements have
been prepared in accordance with the AIM rules. Neither the six
months results for 2020 nor the six months results for 2019 have
been audited nor reviewed pursuant to guidance issued by the
Auditing Practices Board. This condensed Interim Group financial
Statements do not comprise statutory accounts within the meaning of
Section 435 of the Companies Act 2006. The comparative figures for
the year ended 30 September 2019 do not constitute statutory
accounts within the meaning of Section 435 of the Companies Act
2006, but they have been derived from the audited Report and
Accounts for that year, which have been filed with the Registrar of
Companies as amended by the restatement described. The independent
auditors' report on those accounts was unqualified, did not draw
attention to any matters by way of emphasis and did not contain a
statement under Section 498(2) or (3) of the Companies Act
2006.
This report should be read in conjunction with the Group's
Annual Report and Accounts for the year ended 30 September 2019,
which have been prepared in accordance with IFRS's as adopted by
the European Union.
These unaudited interim Group financial Statements were approved
for issue on 13 May 2020. Copies will be sent to shareholders
within the next few weeks and is available on the Group's website
at www.titonholdings.com and from the Company's registered office
at 894 The Crescent, Colchester Business Park, Colchester, Essex
CO4 9YQ.
c) Accounting policies
These condensed consolidated interim financial statements have
been prepared in accordance with the recognition and measurement
requirements of International Financial Reporting Standards as
adopted by the European Union as effective for periods beginning on
or after 1 January 2019.
In preparing these condensed consolidated interim financial
statements the Board have considered the impact of new standards
which will be applied in the 2019 Annual Report and Accounts. Other
than the adoption of IFRS 16 'Leases', Amendments to IFRS 9
'Prepayment Features with Negative Compensation ' and IFRIC 23
'Uncertainty over Income Tax Treatments ', which are effective for
accounting periods starting on or after 1 January 2019, there are
not expected to be any changes in the accounting policies compared
to those applied at 30 September 2019.
A full description of accounting policies is contained with our
2019 Annual Report and Financial Statement, which is available on
our website.
New accounting standards
The Group has adopted the following new standards (effective 1
January 2019) in these condensed consolidated interim financial
statements:
-- IFRS 16 'Leases' replaces IAS 17 'Leases' and was adopted at
1 October 2019 without restatement of comparative figures using the
modified retrospective approach. The adoption of this IFRS 16 has
resulted in the Group recognising the right-of-use assets and
related lease liabilities in connection with all former operating
leases, where applicable at 1 October 2019 and as shown below,
except for intra-group leases for property assets. In addition, for
leases with a low value assets and those with a duration of 12
months or less, the Group has elected to account for the lease
expense on a straight-line basis over the remaining lease term.
At 01 October 2019, the Group measured each lease liability at
the present value of the contractual lease payments unpaid at that
date, discounted using the interest rate implicit in the lease,
where that was rate readily available, or used its incremental
borrowing rate applying a single rate to a portfolio of leases with
reasonably similar characteristics. The incremental borrowing being
the rate the lessee would have to pay to borrow the funds necessary
to obtain an asset similar to the right-of-use asset in a similar
economic environment with similar terms, security and
conditions.
GBP000s
Right-of-use assets recognised
- see Note 2 718
Lease Liabilities recognised (739)
-------------------------------- --------------
Reduction in Retained Earnings
at 01/10/19 (21)
-------------------------------- --------------
The new Standard has been applied as at 1 October 2019 with the
cumulative effect of adopting IFRS 16 being recognised in Equity as
a reduction in Retained Earnings of GBP21,000. Prior periods have
not been restated.
-- IFRIC 23 Uncertainty over Income Tax Treatments . It may be
unclear how tax law applies to a particular transaction or
circumstance, or whether a taxation authority will accept a
company's tax treatment. IAS 12 Income Taxes specifies how to
account for current and deferred tax, but not how to reflect the
effects of uncertainty. The Board has reviewed this new standard
and does not expect there to be any significant impact on the
Group's results.
-- Amendments to IFRS 9: Prepayment Features with Negative
Compensation . The International Accounting Standard Board (IASB)
has issued these amendments to IFRS 9 Financial Instruments to aid
implementation. The amendment allows companies to measure
particular prepayable financial assets with so-called negative
compensation at amortised cost or at fair value through other
comprehensive income if a specified condition is met, instead of at
fair value through profit or loss. The Board has reviewed this new
standard and does not expect there to be any impact on the Group's
results.
The new standards issued, but effective for later reporting
periods, are under review by the Board to determine likely impact
for the Group, they have decided that early adoption is not
appropriate.
-- Amendments to IFRS 9, IAS 39 and IFRS17: Interest Rate
Benchmark Reform. In September 2019, the International Accounting
Standards Board (IASB) amended IFRS 9, IAS 39 and IFRS 7 in
response to uncertainty arising from the phasing out of
interest-rate benchmarks such as interbank offered rates
(IBORs).
-- Amendments to IAS 1 and IAS 8: Definition of Material .In
October 2018, The IASB these amendments to clarify the definition
of 'material' and to align the definition used in the Conceptual
Framework and the standards themselves.
-- Amendments to References to the Conceptual Framework in IFRS
Standards. The IASB has issued a revised Conceptual Framework for
Financial Reporting. The revised version introduces a number of new
aspects compared to the 2010 version, specifically including:
concepts on measurement, concepts on presentation and disclosure,
including when to classify income and expenses in other
comprehensive income and guidance on when assets and liabilities
are removed from financial statements.
2 Property, plant and equipment
Freehold Leasehold Plant Total
land and properties and Motor
buildings & improvements equipment vehicles
Cost GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 October 2018 3,455 64 7,432 343 11,294
Additions - 100 364 - 464
Disposals - - - - -
------------------------- ---------- --------------- ---------- ---------- -------
At 31 March 2019 3,455 164 7,796 343 11,758
Additions - 10 182 38 230
Disposals - - (6) (32) (38)
At 30 September 2019 3,455 174 7,972 349 11,950
------------------------- ---------- --------------- ---------- ---------- -------
Adjustment on transition
to IFRS 16 - 502 - 216 718
------------------------- ---------- --------------- ---------- ---------- -------
At 01 October 2019 3,455 676 7,972 565 12,668
------------------------- ---------- --------------- ---------- ---------- -------
Additions - 191 129 29 349
Disposals - (53) - (77) (130)
------------------------- ---------- --------------- ---------- ---------- -------
At 31 March 2020 3,455 814 8,101 517 12,887
------------------------- ---------- --------------- ---------- ---------- -------
Depreciation
At 1 October 2018 1,426 - 6,049 164 7,639
Charge for the year 33 - 194 39 266
Disposals - - - - -
------------------------- ---------- --------------- ---------- ---------- -------
At 31 March 2019 1,459 - 6,243 203 7,905
Charge for the year 31 10 196 40 277
Disposals - - (6) (25) (31)
At 30 September 2019 1,490 10 6,433 218 8,151
------------------------- ---------- --------------- ---------- ---------- -------
Additions 32 95 195 102 424
Disposals - (53) - (67) (120)
At 31 March 2020 1,522 52 6,628 253 8,455
Net book value
at 31 March 2020 1,933 762 1,473 264 4,432
------------------------- ---------- --------------- ---------- ---------- -------
At 01 October 2019 1,965 666 1,539 347 4,517
------------------------- ---------- --------------- ---------- ---------- -------
At 30 September 2019 1,965 164 1,539 131 3,799
------------------------- ---------- --------------- ---------- ---------- -------
At 31 March 2019 1,996 164 1,553 140 3,853
------------------------- ---------- --------------- ---------- ---------- -------
At 1 October 2018 2,029 64 1,383 179 3,655
------------------------- ---------- --------------- ---------- ---------- -------
3 Revenue and segmental information
In identifying its operating segments, management generally
follows the Group's reporting lines, which represent the main
geographic markets in which the Group operates. The segment
reporting below is shown in a manner consistent with the internal
reporting provided to the Board, which is the Chief Operating
Decision Maker (CODM). These operating segments are monitored and
strategic decisions are made on the basis of segment operating
results. The Group operates in four main business segments which
are:
Segment Activities undertaken include:
United Kingdom Sales of passive and powered ventilation products
to housebuilders, electrical contractors and
window and door manufacturers. In addition to
this, it is a leading supplier of window and
door hardware
South Korea Sales of passive ventilation products to construction
companies
North America Sales of passive ventilation products to window
and door manufacturers
All other Sales of passive and powered ventilation products
countries to distributors, window manufacturers and construction
companies
Inter-segment revenue is transacted on an arm's length basis and
charged at prevailing market prices for a specific product and
market or cost plus where no direct comparative market price is
available. Segment results include items directly attributable to a
segment as well as those that can be allocated on a reasonable
basis. Research and development entity-wide financial expenses are
allocated to the business activities for which R&D is
specifically performed. Administration Expenses are currently
allocated to operating segments in the Group's reporting to the
CODM and include central and parent company overheads relating to
Group management, the finance function and regulatory
requirements.
The measurement policies the Group uses for segment reporting
under IFRS 8 are the same as those used in its financial
statements.
The Group recognises revenue at a single point in time in its UK
and US subsidiary. The nature of business practice at its South
Korean subsidiary means that the Group recognises revenue there
over time, this being at first fix and second fix stages. As
invoicing for both first fix and second fix components usually
takes place at the first fix stage, the revenue on the second fix
products is deferred in the Financial Statements until the point
that those second fix products are accepted by the customer.
The total assets for the segments represent the consolidated
total assets attributable to these reporting segments. Parent
company results and consolidation adjustments reconciling the
segmental results and total assets to the consolidated financial
statements are included within the United Kingdom segment figures
stated.
3 Revenue and segmental information (continued)
Operating segment United South North All other Total
Kingdom Korea America countries
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
6 months ended 31 March
2020
Segment revenue 7,139 2,819 397 1,033 11,388
Inter-segment revenue (164) - - - (164)
------------------------------------- --------- -------- --------- ----------- --------
Total Revenue 6,975 2,819 397 1,033 11,224
------------------------------------- --------- -------- --------- ----------- --------
Segment (loss) / profit (203) 66 27 (160) (270)
Income tax credit 16
------------------------------------- --------- -------- --------- ----------- --------
Loss for the period (254)
------------------------------------- --------- -------- --------- ----------- --------
Depreciation and amortisation 370 21 - - 391
------------------------------------- --------- -------- --------- ----------- --------
Depreciation of Right-of-use-assets 77 74 - - 151
------------------------------------- --------- -------- --------- ----------- --------
Total assets 14,837 6,046 197 - 21,080
------------------------------------- --------- -------- --------- ----------- --------
Total assets include:
Investments in associates 2.528 - - - 2,528
Additions to non-current
assets (other than financial
instruments and deferred
tax assets) 139 240 - - 379
------------------------------------- --------- -------- --------- ----------- --------
The South Korean Segment profit includes the Group's share of
the post-tax profit from the Group's associate undertaking,
Browntech Sales Co. Ltd. Sales to Browntech Sales Co. Ltd. of
GBP2.8 million represent 25% of Group Revenue. There are no other
concentrations of revenue above 10% during the year. (see Note 7 -
Related party transactions).'
IFRS 8 requires entity-wide disclosures to be made about the
regions in which it earns its revenues and holds its non-current
assets which are shown below.
6 months ended 31 March United Europe North Asia All other Total
2020 Kingdom America regions
Revenues GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
by entities' country of
domicile 8,008 - 397 2,819 - 11,224
by country from which
derived 6,962 1,029 397 2,819 17 11,224
------------------------- --------- -------- --------- -------- ---------- --------
Non-current assets
By entities' country of
domicile 4,934 - 39 3,108 - 8,081
------------------------- --------- -------- --------- -------- ---------- --------
3 Revenue and segmental information (continued)
Operating segment United South North All other Total
Kingdom Korea America countries
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
6 months ended 31 March
2019
Segment revenue 7,819 4,769 510 1,449 14,547
Inter-segment revenue (257) - - - (257)
------------------------------- --------- -------- --------- ----------- --------
Total Revenue 7,562 4,769 510 1,449 14,290
------------------------------- --------- -------- --------- ----------- --------
Segment profit / (loss) 280* 864 (12) (12) 1,120
Income tax expense (118)
------------------------------- --------- -------- --------- ----------- --------
Profit for the period 1,002
------------------------------- --------- -------- --------- ----------- --------
Depreciation and amortisation 334 39 - - 373
------------------------------- --------- -------- --------- ----------- --------
Total assets 14,034 8,246 381 - 22,670
------------------------------- --------- -------- --------- ----------- --------
Total assets include:
Investments in associates 2,831 - - - 2,831
Additions to non-current
assets (other than financial
instruments and deferred
tax assets) 521 - - - 521
------------------------------- --------- -------- --------- ----------- --------
* Costs charged to the United Kingdom segment include GBP181,000
of transaction related costs.
The South Korean Segment profit includes the Group's share of
the post-tax profit from the Group's associate undertaking,
Browntech Sales Co. Ltd. Sales to Browntech Sales Co. Ltd. of
GBP4.8 million represent 33% of Group Revenue. There are no other
concentrations of revenue above 10% during the year. (see Note 7 -
Related party transactions).'
IFRS 8 requires entity-wide disclosures to be made about the
regions in which it earns its revenues and holds its non-current
assets which are shown below.
6 months ended 31 March United Europe North Asia All other Total
2019 Kingdom America regions
Revenues GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
by entities' country of
domicile 9,011 - 510 4,769 - 14,290
by country from which
derived 7,530 1,479 510 4,769 2 14,290
------------------------- --------- -------- --------- -------- ---------- --------
Non-current assets
By entities' country of
domicile 4,585 - 30 2,960 - 7,575
------------------------- --------- -------- --------- -------- ---------- --------
3 Revenue and segmental information (continued)
For the year ended United South North All other
30 September 2019 Kingdom Korea America countries Consolidated
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Segment revenue 15,567 8,329 983 2,774 27,653
Inter-segment revenue (496) - - - (496)
------------------------------ -------- ------- -------- ---------- ------------------------------
Total Revenue 15,071 8,329 983 2,774 27,157
------------------------------ -------- ------- -------- ---------- ------------------------------
Segment profit 878 1,186 - (94) 1,970
Tax expense (186)
------------------------------ -------- ------- -------- ---------- ------------------------------
Profit for the year 1,784
------------------------------ -------- ------- -------- ---------- ------------------------------
Depreciation and amortisation 706 65 - - 771
------------------------------ -------- ------- -------- ---------- ------------------------------
Total assets 14,459 7,846 304 - 22,609
------------------------------ -------- ------- -------- ---------- ------------------------------
Total assets include:
Investments in associates 2,669 - - - 2,669
Additions to non-current
assets
(other than financial
instruments
and deferred tax
assets) 867 36 - - 903
------------------------------ -------- ------- -------- ---------- ------------------------------
The South Korea Segment profit includes the Group's share of the
profits from Browntech Sales Co. Ltd., (BTS), the Group's associate
undertaking in South Korea, of GBP329,000. Sales to BTS of GBP8.33m
represented 31% of Group Revenue (2018: GBP11.39m - 38%). There are
no other concentrations of revenue above 10% during the year (see
Note 7 - Related party transactions).
IFRS 8 requires entity wide disclosures to be made about the
regions in which it earns its revenues and holds its non-current
assets which are shown below.
For the year ended United Europe USA and South All other Total
30 September 2019 Kingdom Canada Korea regions
Revenues GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
By entities' country
of domicile 17,845 - 983 8,329 - 27,157
By country from which
derived 15,073 2,742 983 8,329 30 27,157
---------------------- -------- ------- ------- ------- --------- -------
Non-current assets
By entities' country
of domicile 4,642 - 30 3,020 - 7,692
---------------------- -------- ------- ------- ------- --------- -------
4 Taxation
6 months 6 months Year to
to 31.3.20 to 31.3.19 30.9.19
Current income tax: GBP'000 GBP'000 GBP'000
Corporation tax expense (52) - (73)
Adjustment in respect of prior years - - -
---------- ---------- -------
(52) - (73)
---------- ---------- -------
Deferred tax:
Origination and reversal of temporary
differences 68 (118) (113)
Income tax credit / (expense) 16 (118) (186)
-------------------------------------- ---------- ---------- -------
Taxation for the interim period is credited at 5.9% (six months
to 31 March 2019: charged at 10.5%) representing the best estimate
of the average annual income tax rate for the full financial
year.
5 Dividends
No interim dividend will be payable for the six months ended 31
March 2020.
The following dividends have been recognised and paid by the
Company:
6 months 6 months Year
to
to 31.3.20 to 31.3.19 30.9.19
Date Pence
Paid per GBP'000 GBP'000 GBP'000
share
Final in respect of the
year end 30.09.18 27.02.19 3.00 - 332 332
Interim in respect of the
year end 30.09.19 21.06.19 1.75 - - 194
Final in respect of the
year end 30.09.19 21.02.20 3.00 332 - -
---------- ---------- ---------
332 332 526
---------- ---------- ---------
6 Loss / earnings per ordinary share
Basic earnings per share has been calculated by dividing the
loss / profit attributable to shareholders of Titon Holdings Plc by
the weighted average number of ordinary shares in issue during the
period, being 11,083,750 (six months ended 31 March 2019:
11,083,750; year ended 30 September 2019: 11,083,750).
Diluted earnings per share (EPS) is calculated by dividing the
profits or losses attributable to shareholders by the weighted
average number of ordinary shares and potential dilutive ordinary
shares during the period, being 11,200,107 at 31 March 2020, except
that at this date, when the inclusion of potential ordinary shares
(POSs) in the calculation would increase the EPS, or decrease the
loss per share, from continuing operations, then these POSs are
anti-dilutive and are ignored in diluted EPS. Potential dilutive
ordinary shares at: six months ended 31 March 2019: 11,225,961 and
year ended 30 September 2019: 11,226,310.
7 Related party transactions
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note. Transactions between subsidiary companies
and the associate company, which is a related party, were as
follows:
Sale of goods Amount owed by related
party
6 months 6 months Year 6 months 6 months Year
to 31.3.20 to 31.3.19 to to 31.3.20 to 31.3.19 to
to 30.9.19 to 30.9.19
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Browntech Sales
Co. Ltd 2,819 4,769 8,329 827 1,118 1,975
------------ ------------ ------------ ------------ ------------ ------------
There have been no additional significant or unusual related
party transactions to those disclosed in the Group's Annual Report
for 30 September 2019.
8 Liability statement
Neither the Group nor the Directors accept any liability to any
person in relation to the interim statement except to the extent
that such liability could arise under English Law. Accordingly, any
liability to a person who has demonstrated reliance on any untrue
or misleading statement or omission shall be determined in
accordance with section 90A of the Financial Services and Markets
Act 2000.
Directors and Advisors
Directors
Executive
KA Ritchie (Chairman)
D A Ruffell (Chief Executive)
T N Anderson
T D Gearey
Non-executive
J N Anderson (Deputy Chairman)
K Sargeant
N C Howlett
B Ratzke
Secretary and registered office
D A Ruffell
894 The Crescent
Colchester Business Park
Colchester
Essex CO4 9YQ
COMPANY REGISTRATION NUMBER
1604952 (Registered in England & Wales)
WEBSITE
www.titon.com
auditors
BDO LLP
55 Baker Street
London
W1U 7EU
NOMINATED ADVISOR
Shore Capital and Corporate Ltd
Cassini House
57-58 St. James's Street
London
SW1A 1LD
BROKER
Shore Capital and Corporate Ltd
Cassini House
57-58 St. James's Street
London
SW1A 1LD
REGISTRARS AND TRANSFER OFFICE
Link Market Services Ltd
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR AJMATMTABBIM
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