RNS Number : 5152V

Ultra Electronics Holdings PLC

15 April 2021

15 April 2020

Ultra Electronics Holdings plc

("Ultra" or the "Company")

Publication of Annual Report, Sustainability Report and Notice of AGM

Further to the release of Ultra's preliminary results announcement on 9 March 2021, the Company's Annual Report and accounts for the year ended 31 December 2020 ("Annual Report and Accounts 2020"), 2020 Sustainability Report and Notice of Annual General Meeting ("AGM") 2021 have today been published on the Company's website: www.ultra.group .

Copies of the Annual Report and Accounts 2020, Notice of AGM 2021 and proxy form for the AGM will be posted to shareholders today and have been submitted to the National Storage Mechanism; https://data.fca.org.uk/#/nsm/nationalstoragemechanism where they will shortly be available for inspection.

The AGM of the Company will be held at 12.00 noon on 12 May 2021 at the Company's office: 4(th) Floor, 35 Portman Square, London W1H 6LR.

Given current Government restrictions on gatherings in relation to Covid-19, we are proposing to hold the AGM with the minimum attendance required to form a quorum, together with any other person whose attendance is necessary for the conduct of the meeting. A webcast of the AGM will be broadcast to shareholders who wish to follow the formal proceedings of the meeting. Shareholders are strongly encouraged to exercise their vote by submitting their proxies well in advance of the deadline.

The Company is taking these precautionary measures to safeguard its shareholders' and employees' health and make the AGM as safe and efficient as possible. Further details of how to register for, and access, the webcast and how to vote by proxy are contained in the Notice of AGM.

In compliance with DTR 6.3.5, the following information is extracted from the 2020 Annual Financial Report and should be read together with Ultra's Final Results announcement issued on 9 March 2019 which can be found at www.ultra.group . Together these constitute the information required to be communicated to the media in unedited full text through a Regulatory Information Service. This information is not a substitute for reading the full Annual Report and Accounts 2020.

Principal risks and uncertainties

We manage risk to support our ONE Ultra strategy

The identification and management of risk is a core element of the way we operate in Ultra's businesses. We consider risk when we evaluate the market environment, assess business opportunities and review delivery of performance against objectives.

The Board has overall responsibility for ensuring an effective system of risk management, governance and internal controls. The Board reviews risk as part of its strategy review process and, as part of standard cadence in a year, reviews the Group's key and emerging risks, and the controls and indicators to manage them.

The risk management framework underpins Ultra's approach to managing risk effectively. The framework facilitates the proactive review and management of existing and emerging risks through the identification, measurement, control and reporting of risk that can undermine the business model, future performance, solvency or liquidity of the Group. As part of this, we:

-- identify the causes and drivers of a risk and accountability for its management

-- identify the potential consequences of each risk through analysis of likelihood and consequences, before and after the impact of specific controls

-- analyse the speed to impact of risks to aid prioritisation, recognising that it is often the pace with which a risk crystallises that impairs a business's ability to mitigate and control it

-- articulate the specific controls and warning indicators in place or being strengthened to manage and mitigate a risk

Day-to-day ownership of risk sits with business and functional management, under the regular review of the Executive Team to whom the Board have delegated principal responsibility for risk oversight. As Ultra implements its transformation programmes in 2021 and beyond, risk management and effective controls are key drivers in the development of our new structures, polices and processes as we transition to ONE Ultra.

Risk assurance

Ultra's management, Audit Committee and Board receive independent assurance on our key risks and controls through Internal Audit reviews which are outsourced and conducted by PwC. Outputs of the risk process are an input to the Internal Audit plan, focusing review activity on recognised priority risks. Twice-yearly financial control reviews are conducted across all five SBUs and global shared services, chaired by the CFO with Internal Audit represented, to provide additional assurance, oversight and accountability for the management of risk and controls.

Risk appetite statement

The Group's objective to generate long-term sustainable value for all stakeholders is reflected in Ultra's appetite for risk, which is reviewed annually. Ultra has a low risk appetite in situations where its culture, reputation or financial standing may be adversely affected. However, the Group does consider taking higher risks where the opportunity is seen to outweigh the potential risks, provided that appropriate levels of mitigating controls are in place. Where safety may be compromised, Ultra has zero tolerance. The Executive Team and Board assessed specific risk appetite in relation to Ultra's key and principal risks in 2020, assessing appetite as risk tolerant (where greater risk can be effectively managed to deliver high return with established confidence), risk balanced (where additional investment in control is supported by the business case) or risk averse (where Ultra invests to minimise the risk threat, in areas such as compliance risks).

Principal risks

In line with developing guidance on risk reporting, we have focused our statement on principal risks to those that are current and/or particular to Ultra, either through the nature of our sector or business model, or because factors or circumstances have elevated more generic risks in Ultra's current business environment. In addition to the principal risks identified below, Ultra also actively manages risks assessed as a lower, but not to say insignificant, level. These potential risks are often common to listed businesses and include business interruption risks (where in 2020 Ultra demonstrated very effective management of the Covid-19 outbreak), talent retention and recruitment risks (which has also been reducing for Ultra as our ONE Ultra HR programmes roll-out) and health, safety and environment risks (which are seen as a priority for excellence rather than principal risk), which have been reported on externally in previous years.

SWOT Analysis


-- World-leading domain technology/capability

-- Specialist sub-system engineering and design expertise

-- Established customer relationships with opportunities for solution expansion and share gain

-- Long-cycle, growing defence markets

-- Business model generates high returns on capital

-- Asset-light, high capital return model with broad technology, platform and product exposure

-- Strong cash generation for re-investment


-- Historically no value-focused strategy

-- Inconsistent execution and delivery

-- Resistance to change

-- Disaggregated systems and processes

-- Historic lack of investment discipline

-- Underinvestment in people, processes and infrastructure

-- Limited collaboration

-- Technology silos and duplication/inefficient resource usage


-- Core domain expertise in customer priority areas for 'five-eyes' markets

-- Greater strategic engagement potential for improved execution

-- ONE Ultra and parenting advantage efficiency and effectiveness

-- Values differentiation


-- Political change/defence spending reduction from Covid-19 governmental refinancing

-- Increasing regulation/compliance burden

-- Failure to deliver necessary wide-scale change for transformation

-- Long-term contract bid error

-- Execution error on large, long-term programmes

-- Compliance failure

-- Unknown impact on businesses of global environment change

 Defence Sector Cycle Risk                             Increased risk (medium 
  Defence spending by governments can fluctuate cyclically depending 
   on economic conditions, change of government policy or political 
   considerations, budgetary constraints, and changes to national and 
   global threats. 
   Risk appetite: 
   Potential impact 
   Lower defence spending by the Group's major customers could have 
   a material impact on the Group's future results and financial conditions. 
   Mitigation commentary/examples 
   -- The Group is geographically spread across the USA, UK and international 
   defence markets 
   -- We develop and maintain strong relationships with customers, 
   governments and stakeholders differentiating through our domain 
   -- Long-term nature of specialist defence contracts 
   -- We seek to position the Group to access the higher-growth parts 
   of the market 
   Comment, changes and outlook 
   As the key inherent risk for our chosen sector, there is a higher 
   risk tolerance recognising that we are well placed to manage risks 
   which are at the core of what we do. 
   Growth in global tensions and instability is raising defence priorities 
   for national governments in our key markets in the short term. This 
   may be offset in the medium term if, following the economic impact 
   of Covid-19, defence spending is impacted for a period in key markets 
   as governments seek to reduce Covid-19-driven deficits. This drives 
   an increasing potential risk assessment beyond 2022. 
 Geopolitical Risk                                     Reducing risk 
  With our focus on the defence sector, geopolitical factors could 
   lead to an unfavourable business climate for defence spending or 
   restrict the access of overseas suppliers to national markets. 
   Risk appetite: 
   Potential impact 
   Political change in a major end-customer country such as the USA 
   could impact revenue flows from cancellation of defence programmes 
   or reduction in future programmes for political reasons, or a change 
   of supplier selection conditions on defence contracts. 
   Mitigation commentary/examples 
   -- The Group proactively monitors the political environments affecting 
   our key markets 
   -- We develop and maintain strong relationships with customers, 
   governments and stakeholders differentiating through our domain 
   -- Diversified operations with local manufacturing in our target 
   market countries 
   -- Diversification of end customers in multiple countries 
   -- Long-term nature of defence contracts and domain expertise 
   Comment, changes and outlook 
   Balanced risk appetite, with additional controls investment where 
   As well as carrying elements of risk, changes in the geopolitical 
   and threat environment for our 'five-eyes' markets can also carry 
   opportunity as our key customers draw on areas of our domain expertise 
   in their response to a changing threat environment. 
   Uncertainty has reduced with the finalisation of the US election, 
   and while Brexit was not a key risk for Ultra, agreement on arrangements 
   for relevant trading areas post Brexit has improved the ability 
   to plan for and manage future opportunities. 
 Bid and Contract Risk                                 Reducing risk 
  Across Ultra's businesses, a major proportion of revenues are generated 
   through contracts which are long term in nature and subject to complex 
   terms and conditions. Contracts include commitments relating to 
   pricing, quality and safety, technical and customer requirements, 
   and product servicing. 
   Risk appetite: 
   Potential impact 
   A failure to fully recognise contract risks or to anticipate technical 
   challenges and estimate costs accurately or other incorrect assumptions 
   at the outset of a contract can lead to unexpected liabilities, 
   increased outturn costs and reduced profitability. 
   Mitigation commentary/examples 
   -- Business bid and contract management processes 
   -- Legal reviews of contract terms and conditions 
   -- Contract-specific risk assessments 
   -- Clear delegation of authority/escalation criteria for approvals 
   -- Reviews of contract performance 
   Comment, changes and outlook 
   Balanced risk appetite, with additional controls investment where 
   Our investment in enhancing our internal professional legal team 
   continued in 2020, improving our capability to tailor contract risk 
   reviews to Ultra's risk appetite compared with more generic external 
   legal reviews. The implementation of standardised bid and contract 
   policies and processes, and the pooling of capability and the alignment 
   of similar businesses under the ONE Ultra banner are in place and 
   will bed in during 2021. 
 Programme Risk                                        Reducing risk 
  Many of the programmes entered into by Ultra are complex and long 
   term and are subject to various performance conditions which must 
   be adhered to throughout the programme. Poor management of such 
   programmes brings risks related to: 
   -- delays in product development or launch schedules 
   -- failure to meet customer specifications or predict technical 
   -- inability to deliver to contract terms 
   -- inability to manage programme costs or forecast accurately 
   Risk appetite: 
   Risk averse 
   Potential impact 
   Ineffective programme management could result in damage to customer 
   relationships or cancellation of a contract resulting in claims 
   for loss and reputational damage. Poor performance against a contract 
   could also undermine the Group's ability to win future contracts 
   and could result in cost overruns and significantly lower returns 
   than expected. 
   Mitigation commentary/examples 
   -- Strengthened programme capability and processes 
   -- Newly implemented ONE Ultra programme management policy in 2020, 
   replacing local diverse business policies 
   -- Formal review and escalation framework 
   -- Review and approval of key programmes by SBU management teams, 
   the Executive Team and the Board 
   -- 'Lessons learned' and best practice sharing 
   -- Inspection of programmes by customers 
   Changes and outlook 
   Focus on investment in strong controls for a key enabling process; 
   risk averse. 
   The standardisation of programme management policies and tools was 
   rolled out in 2020 as part of the ONE Ultra implementation, standardising 
   our approach to programme management and its control framework. 
   Additionally, the business reorganisation effective from the start 
   of 2021 brings alignment of specialist resources and simplified 
   management and oversight. 
   We also have a successful programme of supporting our Programme 
   Managers to become accredited by the Project Management Institute. 
 Delivering Change                                     Increased risk (short 
  The ability to continuously improve and transform our business in 
   line with our ONE Ultra strategy is vital for business success. 
   Effective delivery of major or concurrent change programmes with 
   minimal effect on business as usual is a key component of Ultra's 
   drive to deliver our strategy and support operational improvement. 
   Risk appetite: 
   Potential impact 
   Transformation programmes may not be delivered on time, or costs 
   may increase. The expected benefits of change from programmes may 
   not be realised. Under-resourcing may lead to management distraction 
   from business as usual. Structural change may impact employee morale. 
   Mitigation commentary/examples 
   -- Change programme management policy, procedures and controls 
   -- Executive sponsorship of all major programmes 
   -- Bi-weekly Executive Team review of transformation programmes 
   -- Investment in dedicated professional transformation resource 
   and leadership 
   Changes and outlook 
   Balanced risk appetite, with additional controls investment where 
   justified; increased current investment reflects scale and scope 
   of current change activity. 
   We have strengthened capability around change management, together 
   with our methodology for measuring the amount of change required 
   by each project and the change management initiatives required to 
   effect the change. 
 Security and Cyber Risks                              Increased risk 
  As a key partner to our customers, Ultra has custody of classified 
   information. The incidence and sophistication of cyber crimes continue 
   to rise. The effective management and protection of information 
   and Ultra's security and IT systems are necessary to prevent the 
   compromise of secure information, intellectual property or our people's 
   personal data. 
   Risk appetite: 
   Risk averse 
   Potential impact 
   Reputational damage to Ultra as a highly regarded partner in the 
   event of compromise of classified information or intellectual property. 
   This could lead to loss of business opportunities with removal of 
   government approval to work on classified programmes. Regulatory 
   action or civil/contractual penalties could result from loss of 
   personal data, a partner's intellectual property or classified information. 
   Mitigation commentary/examples 
   -- Consolidation of CORVID Protect as specialist internal cyber 
   security resource 
   -- As a business-to-business provider with minimal personal data, 
   Ultra's conventional cyber risk profile for personal data loss is 
   naturally mitigated 
   -- Intellectual property is addressed in the bid and contract management 
   process, and protected through information security policies, procedures 
   and systems 
   -- Security clearance processes are in place for all employees 
   -- Established physical security processes are implemented at all 
   -- US defence business governance framework in place using US Social 
   Security Administration and Proxy Board vehicles 
   -- Independent security reviews by defence departments and customer 
   Changes and outlook 
   Focus on investment in strong controls for a key enabling capability; 
   risk averse. 
   The focus of CORVID Protect as an internal professional specialist 
   cyber resource was instrumental in enabling secure, effective remote-working 
   capabilities during Covid-19, enabling 60% or more of staff to work 
   securely from home at peak lockdown periods, despite an increased 
   general business cyber risk environment. Investment in and implementation 
   of improved, standardised secure systems through 2021 is a key enabler 
   of the ONE Ultra strategy. This will drive mitigation of the increasing 
   levels of risk in the global cyber environment. 
 Governance, Compliance & Internal Controls            Reducing risk 
  In common with other businesses in our sector, the Group operates 
   in a highly regulated environment across multiple jurisdictions 
   and is subject to a range of regulatory, governance and compliance 
   requirements. Retrospective compliance changes (for example, tax) 
   or a failure in the framework of internal controls could result 
   in penalties, liabilities or reputational damage. 
   Risk appetite: 
   Risk averse 
   Potential impact 
   Key impacts from specific relevant controls/events, all of which 
   carry the potential for reputational damage are: 
   -- Financial rules and standards compliance - failure to comply 
   in key areas such as revenue recognition could result in adjustments 
   that undermine results 
   -- Breach of defence contractor financial compliance rules in a 
   key market such as the USA or UK, could lead to financial/participation 
   penalties and/or reputational damage 
   -- Trade compliance - failure to comply with export controls or 
   defence-specific requirements such as US International Traffic in 
   Arms Regulations controls could result in regulatory action and 
   -- Anti-bribery and corruption (ABC) - failure to comply with multiple 
   jurisdiction rules in relation to public sector contracts directly 
   or through intermediaries could result in regulatory action and 
   Mitigation commentary/examples 
   -- Corporate and business-level controls policies, procedures and 
   -- Internal expert corporate teams in key functional areas 
   -- IT system controls 
   -- Controls and compliance reviews by management and independent 
   -- Specialist advisers 
   Changes and outlook 
   As an international defence supplier, investment in strong compliance 
   controls are key to our standing as a responsible and reputable 
   supplier to governments; risk averse. 
   2020 has seen continued investment in professional roles and capabilities 
   for guidance and oversight in our key industry compliance areas 
   including trade compliance, defence contractor compliance and ABC. 
   While recognising the increasing demands of the compliance environment, 
   the assessment of the net risk as reducing reflects the marked improvements 
   in our compliance controls framework. New ONE Ultra processes and 
   systems in finance and key compliance areas, with strengthened and 
   hard-wired controls, will continue to roll out in 2021 as part of 
   our transformation programmes. 
 Pensions                                              No significant change 
  The Group's UK defined benefit pension scheme needs to be managed 
   to ensure it does not become a serious liability for the Group. 
   There are a number of factors including investment returns, long-term 
   interest rate and price inflation expectations, and anticipated 
   members' longevity that can increase the liabilities of the scheme. 
   Risk appetite: 
   Risk averse 
   Potential impact 
   Any increase in the deficit may require additional cash contributions 
   and thereby reduce the available cash for the Group. 
   Mitigation commentary/examples 
   -- Annual accounting and triennial pension valuations are in place 
   and any issues that may arise are highlighted to the Board 
   -- The Pension Trustees and the Company actively consider pension 
   risk reduction activities such as liability matching, lower risk 
   investment strategy and hedging 
   -- The Board undertakes regular pension strategy reviews 
   Changes and outlook 
   Investment in the management of pension risk takes account of prudent 
   specialist advice; risk averse. Periodic professional review and 
   reports from advisers as the risk environment changes are in place 
   as indicators for this legacy cash risk. 
   The pension scheme has continued to increase the hedging of its 
   liabilities and the de-risking of its investment strategy. There 
   is no change to this risk. 


ONE Ultra ONE Safety:

Think Safe, Act Safe, be Ultra Safe

As the Group transforms itself to ONE Ultra, our approach to the management of health and safety risks is moving from a localised model to one with ONE Ultra ONE Safety at its heart. Programmes, developed through consultation with our businesses in 2020, will roll out in 2021 to align our management of safety risk with a unified management system and global toolset. While Ultra's operating environment is relatively benign from a health and safety perspective, it is our aim to seize the opportunity to develop a true safety culture, aligned to our ASPIRE values, where every individual recognises their ownership, and the contribution they can make to achieving excellence in safety, reflecting Ultra's zero tolerance to safety risk.

Global Environment Risk

Ultra recognises that a compliance-focused approach to environmental risks is neither appropriate nor will it fit with our CSR priorities. In line with our newly launched ASPIRE values, environmental priorities are a key pillar of our sustainability plan to be the best environmental custodians we can be, as part of an opportunity to differentiate ourselves for all our stakeholders through our values as well as wider business capability and performance. While environmental factors are not yet recognised as a current principal risk, they feature on our wider risk radar. We see here an opportunity for excellence and anticipate that they will become an emergent key risk in coming years as we commit to environmental targets and support global initiatives on climate change and environmental improvement.

Related party transactions

Remuneration of key management personnel

The remuneration of key management personnel, which includes the Directors of the Group, is set out below in aggregate for each of the categories specified in IAS 24: Related Party Disclosures. Further information about the remuneration of individual Directors is provided in the audited part of the Directors' Remuneration Report on page 92.

                                2020   2019 
                                GBPm   GBPm 
-----------------------------  -----  ----- 
Short-term employee benefits     5.5    5.1 
-----------------------------  -----  ----- 
Post-employment benefits         0.3    0.4 
-----------------------------  -----  ----- 
Termination benefits             0.4    0.2 
-----------------------------  -----  ----- 
Share-based payments             3.1    4.3 
-----------------------------  -----  ----- 
                                 9.3   10.0 
-----------------------------  -----  ----- 

Statement of going concern

The Directors have a reasonable expectation that the Group has adequate resources for a period of at least 12 months from the date of approval of the financial statements and have therefore assessed that the going concern basis of accounting is appropriate in preparing the financial statements, and that there are no material uncertainties to disclose.

Ultra's net debt at 31 December 2020 was GBP85.8m (2019: GBP154.8m) including GBP37.7m (2019: GBP41.2m) of lease liability. The Group's committed lending facilities amount to GBP401.2m in total and comprise loan notes in issue to Pricoa of GBP50m and $70m, and a revolving credit facility (RCF) of GBP300m that is denominated in Sterling, US Dollars, Canadian Dollars, Australian Dollars or Euros. The RCF is provided by a group of eight international banks and, in certain acquisition scenarios, permits an additional GBP150m 'accordion' which is uncommitted and subject to lender consent. The Group also has access to GBP5.0m and $2.5m net overdrafts. The financing facilities are used for balance sheet and operational needs, including the funding of day-to-day working capital requirements. The maturity profile for the Group's committed lending facilities is as follows:

Facility       Expiry 
-------------  ------------- 
RCF GBP50m     November 2023 
-------------  ------------- 
RCF GBP250m    November 2024 
-------------  ------------- 
Pricoa GBP50m  October 2025 
-------------  ------------- 
Pricoa $40m    January 2026 
-------------  ------------- 
Pricoa $30m    January 2029 
-------------  ------------- 

Though global macro-economic conditions remain uncertain with continued uncertainty arising from impacts of the Covid-19 pandemic (detail on the potential risks to the Group associated with this are set out on pages 55-57), the Group's ability to continue trading successfully in 2020 during the pandemic, the long-term nature of Ultra's business and its positioning in attractive sectors of its markets, taken together with the Group's forward order book, provide a satisfactory level of confidence in respect of trading in the year to come.

Directors' responsibility statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors are required to prepare the Group financial statements in accordance with IFRSs as adopted by the European Union and Article 4 of the International Accounting Standards Regulation (IAS) and have elected to prepare the Company's financial statements in accordance with UK Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) including FRS 101. Under company law, the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs and of the profit or loss of the Company, as well as the undertakings included in the consolidation for that period.

In preparing the Company's financial statements, the Directors are required to:

-- Select suitable accounting policies and then apply them consistently

-- Make judgements and accounting estimates that are reasonable and prudent

-- State whether applicable UK Accounting Standards have been followed subject to any material departures disclosed and explained in the financial statements

-- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will not continue in business

In preparing the Group financial statements, International Accounting Standard 1 requires that Directors:

-- Properly select and apply accounting policies

-- Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information

-- Provide additional disclosures, when compliance with the specific requirements in IFRS are insufficient, to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance

-- Make an assessment of the Company's ability to continue as a going concern

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website www.ultra.group. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

We confirm that, to the best of our knowledge, taken as a whole:

-- The financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole

-- The strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation, together with a description of the principal risks and uncertainties that they face

-- The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position, performance, business model and strategy

By order of the Board

Louise Ruppel

General Counsel and Company Secretary


 Ultra Electronics Holdings plc 
 Gabby Colley, Head of Investor    07891 206239 
  Relations                         Investor.relations@ultra-electronics.com 
 MHP Communications                020 3128 8570 
 Tim Rowntree / James Bavister 
  / Pete Lambie 

About Ultra:

Ultra provides application-engineered solutions in the key elements of mission critical and intelligent systems. Through innovative problem solving, using sustainable capabilities, and evolving technologies, we deliver outstanding solutions to our customers' most complex problems in defence, security, critical detection and control environments.


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April 15, 2021 02:00 ET (06:00 GMT)