Rhim Rns Hy 2024
Rhim Rns Hy 2024
Rhim Rns Hy 2024
•
•
•
•
•
•
•
•
•
•
•
•
•
Condensed Consolidated Interim Financial Statements as at
30.06.2024
26 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
Condensed Consolidated Statement of Profit or Loss
for the six months ended 30 June 2024
in € million for the six months ended 30 June Note 2024 2023
in €
Earnings per share - basic 2.15 1.71
Earnings per share - diluted 2.10 1.68
R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4 27
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2024
in € million for the six months ended 30 June Note 2024 2023
Profit after income tax 110.9 83.1
28 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
Condensed Consolidated Statement of Financial Position
as at 30 June 2024
R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4 29
Condensed Consolidated Statement of Cash Flows
for the six months ended 30 June 2024
30 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
31
Group reserves
Equity
attributable
to
Additional Cash flow Defined shareholders Non-
Share Treasury paid-in Mandatory Retained hedges and benefit Currency of RHI controlling Total
in € million capital shares capital reserve earnings costs of hedging plans translation Magnesita N.V. interests equity
Note
31.12.2023 49.5 (110.7) 361.3 288.7 871.4 6.0 (101.9) (162.6) 1,201.7 161.8 1,363.5
Profit after income tax - - - - 101.6 - - - 101.6 9.3 110.9
Currency translation differences - - - - - - - (42.0) (42.0) 6.1 (35.9)
Cash flow hedges - - - - - 10.9 - - 10.9 - 10.9
Costs of hedging - - - - - (0.1) - - (0.1) - (0.1)
Defined benefit plans - - - - - - 12.2 - 12.2 (0.1) 12.1
Other comprehensive income after
income tax - - - - - 10.8 12.2 (42.0) (19.0) 6.0 (13.0)
Total comprehensive income - - - - 101.6 10.8 12.2 (42.0) 82.6 15.3 97.9
Dividends - - - - (59.0) - - - (59.0) (0.6) (59.6)
Share transfer/vested LTIP - 2.7 - - (2.7) - - - - - -
Other changes1) - - - - (1.4) - - - (1.4) (2.8) (4.2)
Share-based payment expenses - - - - 4.8 - - - 4.8 - 4.8
Hedging gains and losses included in
the initial cost of inventory purchased
in the reporting period - - - - - (0.8) - - (0.8) - (0.8)
- 2.7 - - (58.3) (0.8) - - (56.4) (3.4) (59.8)
30.06.2024 49.5 (108.0) 361.3 288.7 914.7 16.0 (89.7) (204.6) 1,227.9 173.7 1,401.6
1) This mainly comprises the effects of the acquisition of non-controlling interests of Seven Refractories’ Group as well as the final adjustments from the purchase price allocation of Seven Refractories’ Group and the update of the purchase price allocation of P-D Refractories,
both completed in 2023.
32
R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
Group reserves
Equity
attributable
Additional Defined to shareholders Non-
Share Treasury paid-in Mandatory Retained Cash flow benefit Currency of RHI controlling Total
in € million capital shares capital reserve earnings hedges plans translation Magnesita N.V. interests equity
Note
31.12.2022 49.5 (116.1) 361.3 288.7 620.2 31.8 (85.6) (148.6) 1,001.2 47.4 1,048.6
Profit after income tax - - - - 80.6 - - - 80.6 2.5 83.1
Currency translation differences - - - - - - - 23.9 23.9 (8.7) 15.2
Cash flow hedges - - - - - (4.3) - - (4.3) - (4.3)
Defined benefit plans - - - - - - 0.8 - 0.8 - 0.8
Other comprehensive income after
income tax - - - - - (4.3) 0.8 23.9 20.4 (8.7) 11.7
Total comprehensive income - - - - 80.6 (4.3) 0.8 23.9 101.0 (6.2) 94.8
Dividends - - - - (51.7) - - - (51.7) - (51.7)
Share transfer/vested LTIP - 4.7 - - (4.7) - - - - - -
Additions to consolidated companies and
change of non-controlling interests
without a change of control1) - - - - 149.3 - - - 149.3 128.2 277.5
Change of non-controlling interests
without a change of control1) - - - - 36.2 - - - 36.2 63.8 100.0
Change of non-controlling interests
without a change of control1) - - - - 3.2 - - - 3.2 (3.2) -
Other changes - - - - (22.0) - - - (22.0) 1.0 (21.0)
Share-based payment expenses - - - - 3.6 - - - 3.6 - 3.6
Hedging gains and losses included in the
initial cost of inventory purchased in the
reporting period - - - - - 1.2 - - 1.2 - 1.2
- 4.7 - - 113.9 1.2 - - 119.8 189.8 309.6
30.06.2023 49.5 (111.4) 361.3 288.7 814.7 28.7 (84.8) (124.7) 1,222.0 231.0 1,453.0
Basis of preparation
1. General
RHI Magnesita N.V. (the “Company”), is a public limited company incorporated under the laws of the Netherlands (naamloze vennootschap), having its official
seat (statutaire zetel) in Arnhem, the Netherlands, and its office at Kranichberggasse 6, 1120 Vienna, Austria, registered with the Dutch Trade Register under
number 68991665 and listed on the London Stock Exchange, with a secondary listing on the Vienna Stock Exchange (Wiener Börse).
The Condensed Consolidated Interim Financial Statements (“Interim Financial Statements”) of RHI Magnesita N.V. (“the Company”) and its subsidiaries
(collectively referred to as “RHI Magnesita or the Group”) for the half-year reporting period ended 30 June 2024 have been prepared in accordance with IAS 34
Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and as adopted by the European Union, applying the same
accounting principles as those used in the Company’s Annual Financial Statements for the year ended 31 December 2023.
The Interim Financial Statements do not include all information and disclosures required in the Annual Financial Statements and should therefore be read in
conjunction with RHI Magnesita’s Consolidated Financial Statements as of 31 December 2023. The Interim Financial Statements are presented in Euros and all
values are rounded to the nearest € million with one decimal, except where otherwise indicated.
The Interim Financial Statements as of 30 June 2024 were not audited but reviewed by PricewaterhouseCoopers Accountants N.V.
Going concern
In considering the appropriateness of adopting the going concern basis in preparing the Interim Financial Statements, the Directors have assessed the potential
cash generation of the Group and considered a reverse stress scenario that models a breach of the Group covenants under a very severe but possible economic
downturn. This assessment considers the period up to the subsequent financial year end, 31 December 2025, for any indicators for which the going concern
basis of preparation is not appropriate.
The reverse stress test determines how much volumes could reduce before breaching the Group’s debt covenants and adjusts for price deflation. Further
examples of mitigating actions within management control would be taken under this scenario, including fixed cost mitigation, working capital management,
SG&A reduction and deferring capital expenditure, but these were not incorporated in the downside modelling.
The Directors have also considered the Group’s current liquidity and available facilities. As of 30 June 2024, the Condensed Consolidated Statement of Financial
Position reflects cash and cash equivalents of €604.8 million (31.12.2023: €703.5 million). In addition, the Group has access to a €600.0 million (31.12.2023:
€600.0 million) Revolving Credit Facility (RCF) and a €200.0 million syndicated term loan (31.12.2023: nil) to be utilised for the intended acquisition of the
Resco Group, which are currently undrawn and not relied upon for the purpose of the going concern assessment. The Group has complied with the debt
covenants.
On the basis of the assessment performed, the Directors consider it is appropriate to continue to use the going concern basis in preparing the Interim Financial
Statements for the period ended 30 June 2024.
The amendments to IAS 7 & IFRS 7 mandate new disclosure requirements for the Group’s existing liabilities related to supply finance arrangements and their
effects on the Group’s liabilities, cash flows and exposure to liquidity risk. We have completed the identification of all supply finance arrangements subject to
these disclosure requirements and will disclose the required information in the Consolidated Financial Statements as of 31.12.2024 for the first time. The new
disclosures are not required to be provided in the 2024 Interim Financial Statements.
Impairment of property, plant and equipment, goodwill and other intangible assets
No triggers for an impairment review as of 30 June 2024 were identified.
Significant judgement: Presentation of cash flows related to investments in and divestments of special national government bonds
The Group maintains business operations in Argentina. In 2019, the Argentinian Central Bank imposed several foreign exchange restrictions on import payments,
essentially preventing the Argentinian subsidiary’s ability to honor its payment obligations to suppliers outside Argentina in the usual manner. Given a change in
legislation in December 2023, Argentinian companies are now allowed to settle their previously restricted import payment obligations by purchasing U.S. dollar-
denominated securities issued by the Central Bank of Argentina, also called BOPREAL bonds, which can be held to maturity, transferred or sold in the secondary
market. In 2024 the Group has invested €19.1 million in these BOPREAL bonds all of which have been sold or transferred before the reporting date. The cash
proceeds realised from the sales, amounting to €13.9 million, were used to settle intercompany and third-party trade liabilities. The cash flows arising from the
investment in and divestment of the BOPREAL bonds are presented within the investing category in the Condensed Consolidated Statement of Cash Flows.
Judgement is applied in determining that this presentation is appropriate.
33 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
Notes continued
Error correction
In 2023, several transactions with the shareholdings of RHI Magnesita India Ltd. took place in relation to the acquisition of Dalmia OCL Ltd. (‘DOCL’), Dalmia Seven
Refractories Ltd (‘DSR’), and other subsequent share issues.
Management identified that the Initial allocation between non-controlling interests and equity attributable to shareholders of RHI Magnesita N.V. as of 30 June
2023 was incorrect. The allocation was restated through comparative figures in the Condensed Consolidated Statement of Changes in Equity as of 30 June
2023.
This resulted in an increase of non-controlling interests by €105.5 million and a corresponding decrease of equity attributable to shareholders of RHI Magnesita
N.V. as of 30 June 2023 where the dilution gain related to the mentioned transactions was reflected.
Neither total equity, nor the Condensed Consolidated Statement of Profit or Loss (including the earnings per share) / Statement of Comprehensive Income nor
the Condensed Consolidated Statement of Cash Flows as of 30 June 2023 were affected by this correction.
3. Segmental analysis
Segment reporting by operating company division
Each reporting period the appropriateness and decision usefulness of the Group’s segment reporting structure is reassessed. This reassessment has resulted in a
change of the Group’s segment reporting structure aiming to provide a more detailed insight into the financial performance of certain operating segments which
had formed part of the former reportable segment Industrial until the previous reporting period. According to this change, the key performance measures revenue
and gross profit, are disclosed for the newly designated reportable segments, Industrial Cement & Lime, Industrial Non-Ferrous Metals and a residual category
titled, ‘all other segments’, comprising the operating segments Industrial Glass and Industrial Applications and the business activities subsumed into the business
unit, Minerals. The comparative figures have been restated in accordance with IFRS 8 to reflect the new segment reporting structure.
The following tables show the key financial information for the operating segments for the first half of 2024 and the first half of 2023:
EBIT 154.8
Net finance costs (12.2)
Profit before income tax 142.6
EBIT 162.7
Net finance costs (51.3)
Profit before income tax 111.4
34 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
Revenue in the first half of 2024 and in the first half of 2023 is classified by product groups as follows:
The foreign exchange gains in the current reporting period mainly result from the depreciation of the functional currencies of subsidiaries with a net asset foreign
currency exposure against USD and the appreciation of the functional currencies of subsidiaries with a net liability foreign currency exposure against USD.
1) Includes mainly costs associated with the trade receivables factoring programme of €5.4 million (30.06.2023 €4.8 million).
R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4 35
Notes continued
6. Income tax
The tax charge for the period has been calculated by applying the effective corporate tax rate (ETR) which is expected to apply to the Group for the year ending
31 December 2024, using rates substantively enacted by 30 June 2024. The ETR is 22.3% (30.06.2023: 25.4%).
Total tax charge for the first half of 2024 in the Condensed Consolidated Statement of Profit or Loss amounted to €31.8 million (30.06.2023: €28.3 million),
which includes tax income for prior years of €2.5 million (30.06.2023: tax expense for prior years of €1.2 million).
The OECD and the G20 agreed on a minimum ETR per country of 15% that is applicable to Multinational Enterprises (“MNEs”) with annual revenues exceeding
€750m, the so-called Pillar 2 rules. The Pillar 2 rules use a standardised base and definition of taxes to identify countries in which the MNE’s ETR is below 15%.
In such cases, a so-called top-up tax is imposed in a coordinated manner to reach the minimum 15% ETR in that country. The Group is within the scope of the
OECD Pillar Two rules. In 2023 Pillar Two legislation was enacted in Austria, where the Ultimate Parent Entity of the Group is managed and tax resident and is
coming into effect for financial years starting after 31 December 2023. The temporary exception issued by the IASB in May 2023 from the accounting
requirements for deferred taxes in IAS 12 was applied and accordingly there were no deferred tax assets and liabilities recognised or disclosed.
The Group has performed a preliminary calculation of the “Transitional CbCR Safe Harbours” for Pillar Two purposes based on financial data for 2023.
“Transitional CbCR Safe Harbour” is a mechanism that relies on certain information contained in the Country-by-Country Report (“CbCR”), and that is designed
to mitigate the need for complex calculations and compliance burden for MNE’s during the initial years of implementation of the Pillar 2 rules. The safe harbour
applies if the MNE in a country meets one out of three formula-based tests. If the MNE qualifies for one of these tests, the MNE is exempt from further compliance
and is deemed not to be subject to the top up tax in that country. If none of these tests are met, the safe harbour does not apply, and further calculations and
compliance are required to determine whether top up tax is due. For those jurisdictions that do not qualify for “Transitional CbCR Safe Harbours” either (a) specific
adjustments are performed to determine the applicability of the “Transitional CbCR Safe Harbours” (e.g., if the low ETR is derived from an extraordinary/one-off
factor being specifically applicable for 2023), or (b) a simplified calculation of the effective tax rate and potential top-up tax is based on data of the first half of
2024. The country for which a potential exposure to top-up tax may exist is the United Arab Emirates. As the Group does not have significant operations there, no
significant impact of potential top-up tax is expected.
In line with the Group’s dividend policy the Board declared an interim dividend of €0.60 per share for the first half of 2024 to be paid out in September 2024.
9. Inventories
Inventories as presented in the Condensed Consolidated Statement of Financial Position consist of the following items:
1) With effect from 1 January 2024 "Other current receivables" excludes "Emission rights" which are now presented in "Inventories". Prior period comparatives have been revised
to conform with current year presentation.
Net write-down expenses on inventories amount to €3.6 million in the first half of 2024 (30.06.2023: €10.2 million).
36 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
in € million 30.06.2024 31.12.2023
1) With effect from 1 January 2024 "Other current receivables" excludes "Emission rights" which are now presented in "Inventories". Prior period comparatives have been revised
to conform with current year presentation.
The Group enters into factoring agreements and sells trade receivables to financial institutions. Trade receivables sold as of 30 June 2024 was €244.4 million
(31.12.2023: €259.4 million). These have been derecognised from the balance sheet as substantially all risks and rewards, as well as control, have been
transferred. Payments received from customers following the sale are recognised in current borrowings until repaid to the factorer.
Other current receivables mainly relate to prepayments for insurance, IT services, and, custom and import-related services and costs.
11. Borrowings
Borrowings include all interest-bearing liabilities due to financial institutions and other lenders.
In March 2024, the Group successfully raised a €200.0 million syndicated term loan with a tenor of five years. Loan proceeds will be used for the intended
acquisition of the Resco Group. The term loan remains fully undrawn per 30 June 2024.
In April 2024, the Group prepaid €100.0 million from a €150.0 million bilateral term loan, which matures in April 2026, to optimise the Group’s capital structure
and maturity profile and reduce excess cash.
Resulting from the Group’s strong EcoVadis ESG rating upgrade in June 2024, with an improvement by four points and an achieved score of 76, the margin
payable on the Group’s ESG-linked financings amounting to €2,003 million (including the fully undrawn €600.0 million RCF) was reduced by 3bps, leading
to €0.5 million savings in interest cost on an annual basis, ceteris paribus.
Net debt excluding lease liabilities/Adjusted EBITDA is the key financial covenant of the loan agreements. Compliance with the covenants is measured on a
semi-annual basis. In line with the covenant requirements, net debt excluding lease liabilities/ Adjusted EBITDA cannot exceed 3.5x. Breach of covenants leads
to an anticipated maturity of loans. During the first half of 2024, the Group met all covenant requirements.
The calculation of the key financial covenant is presented in the following table:
Net debt to Adjusted EBITDA excluding IFRS 16 lease liabilities 2.25x 2.03x
R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4 37
Notes continued
The disclosures in this section include certain Alternative Performance Measures (APMs). The key performance indicator for net debt in the RHI Magnesita Group
is the Group leverage, which reflects the ratio of net debt to Adjusted EBITDA, including lease liabilities. The Adjusted EBITDA is calculated on a trailing twelve-
month basis, considering the last six months of 2023 and the first six months of 2024.
Alternative Performance Measures (APMs) are non-IFRS measures which enable investors and other readers to review alternative measurements of financial
performance, but they should not be used in isolation from the main financial statements. Adjusted EBITA and adjusted EBITDA are key non-IFRS measures that
the Executive Management Team and Directors use internally to assess the underlying performance of the Group. Adjusted EBITDA is defined as EBIT, as
presented in the Condensed Consolidated Statement of Profit or Loss, before amortisation, depreciation, and excluded Items. Adjusted EBITA is determined
consistently with Adjusted EBITDA, but includes depreciation expense of property, plant and equipment to reflect the wear and tear cost and future replacement
of productive assets on the Group. Excluded items are other income, other expenses and restructuring expenses as reflected on the Statement of Consolidated
Profit or Loss, as well as gains and losses within interest income, interest expenses and other net financial expenses that are non-recurring in nature and not
reflective of the underlying operational performance of the business. Excluded items include restructuring related provisions and other non-recurring costs.
As of 30 June 2024, a net defined plan liability of €217.0 million was recognised compared to €241.5 million at 31 December 2023. The remeasurement
comprises primarily actuarial gains which were reported in other comprehensive income, and which are mainly driven by changes in the actuarial interest rates,
which are as follows: 11.0 % (31.12.2023: 10.1 %) in Brazil, 10.2% (31.12.2023: 9.2 %) in Mexico, 5.3 % (31.12.2023: 4.8 %) in the US, and 3.6 % (31.12.2023: 3.3 %)
in the Euro zone.
Provisions for contract obligations of €12.3 million as of 30 June 2024 (31.12.2023: €15.1 million) include mainly the current portion of the Oberhausen contract
obligation amounting to €10.0 million as of 30 June 2024 (31.12.2023: €10.6 million).
Other provisions consist mainly of obligations related to warranty claims and other similar obligations from the sale of refractory products.
Trade payables include an amount of €102.9 million (31.12.2023: €84.1 million) for raw material purchases subject to supply chain finance arrangements.
Other current liabilities include liabilities from accrued interest in the amount of €13.6 million (31.12.2023: 15.3 million) as well as a deferred income amount of
€7.2 million (31.12.2023: €8.6 million).
38 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
15. Cash generated from/(used in) operations
in € million for the six months ended 30 June 2024 2023
R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4 39
Notes continued
30.06.2024 31.12.2023
Measurement
category Carrying Carrying
in € million IFRS 91) Level amount Fair value amount Fair value
1) FVPL: Financial assets/financial liabilities measured at fair value through profit or loss
FVOCI: Financial assets measured at fair value through other comprehensive income
AC: Financial assets/financial liabilities measured at amortised cost
In the Group, marketable securities, derivative financial instruments and shares are measured at fair value. Interests in subsidiaries not consolidated are recognised
at cost, which due to materiality reasons, is considered a reasonable approximation of fair value. Fair value is defined as the amount for which an asset could be
exchanged, or a liability settled, between market participants in an arm's length transaction on the day of measurement. When the fair value is determined it is
assumed that the transaction in which the asset is sold or the liability is transferred takes place either in the main market for the asset or liability, or in the most
favorable market if there is no main market. RHI Magnesita considers the characteristics of the asset or liability to be measured which a market participant would
consider in pricing. It is assumed that market participants act in their best economic interest.
The Group takes into account the availability of observable market prices in an active market and uses the following hierarchy to determine fair value:
40 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
The fair value of securities and shares is based on price quotations at the reporting date (Level 1), where such quotations exist. In other cases, a valuation model
(Level 3) would be used for such instruments with an exception if such instruments are immaterial to the Group, in which case cost serves as an approximation of
fair value.
The fair value of interest derivatives in a hedging relationship (interest rate swaps) is determined by calculating the present value of future cash flows based on
current yield curves, taking into account the corresponding terms (Level 2).
The fair value of foreign currency derivative contracts corresponds to the market value of the forward exchange contracts and the embedded derivatives in open
orders denominated in a currency other than the functional currency. These derivatives are measured using quoted forward rates that are currently observable
(Level 2). The fair value of commodity swaps for natural gas reflects the difference between the fixed contract price and the closing quotation of the natural gas
price (EEX Base) as of the respective due date of the transaction. The closing price on the stock exchange is used as the input (Level 2).
Liabilities to financial institutions and other financial liabilities are carried at amortised cost in the Condensed Consolidated Statement of Financial Position.
Liabilities related to fixed-term or puttable non-controlling interests based on a fixed consideration are recognised at amortised cost whereas those liabilities
based on a variable consideration are recognised at fair value. The fair values of the liabilities to financial institutions are only disclosed in the Notes and calculated
at the present value of the discounted future cash flows using yield curves that are currently observable (Level 2). The carrying amount of other financial liabilities
approximate their fair value at the reporting date.
The carrying amounts of other financial assets approximately correspond to their fair value. Due to the low amounts recognised no material deviation between
the fair value and the carrying amount is assumed and the credit default risk is accounted for by forming valuation allowances.
Trade and other current receivables and liabilities as well as cash and cash equivalents are predominantly short-term. Therefore, the carrying amounts of these
items approximate fair value at the reporting date.
No contractual netting agreement of financial assets and liabilities were in place as at 30 June 2024 and 31 December 2023.
Individual administrative proceedings and lawsuits which result from ordinary activities are pending as of 30 June 2024 or can potentially be exercised against
RHI Magnesita in the future. The related risks were analysed with a view to their probability of occurrence.
Taxation contingencies
The calculation of income taxes is based on the tax laws applicable in the individual countries in which the Group operates. Due to their complexity, the tax items
presented in the Consolidated Financial Statements may be subject to different interpretations by local finance authorities. In this context it should be noted that
a tax provision is generally recognised when the Group has a present obligation as a result of a past event, and when it is considered probable that there will be a
future outflow of funds.
The Group is continually adapting its global presence to improve customer service and maintain its competitive advantage, accordingly, it leads open discussions
with tax authorities about, e.g., transfer of functions and related profit between related parties and exit taxation. In this regard, disputes may arise, where the Group’s
management understanding differs from the positions of the local authorities. In such cases, when an appeal is available, management’s judgements are based
on a likely outcome approach, taking into consideration advice from professional firms and previous experiences when assessing the risks.
The Group is party to several tax proceedings in Brazil which involve estimated contingent liabilities amounting to €215.4 million (31.12.2023: €271.8 million).
These tax proceedings are as follows:
In the first half of 2024, two of the three proceedings have reached the final outcome under Brazilian Federal Administrative Courts. As a result, the contingent
liability is reduced by €112.1 million. The first proceeding has been formally notified, whilst the second proceeding has been published but is yet to be formally
notified. The third proceeding is expected to conclude within one to three years.
The exposure in cash as of 30 June 2024 is €54.4 million (31.12.2023: €177.2 million).
Royalties
The Group is party to 38 proceedings where the Brazilian Mining Authorities (“ANM”) challenged the criteria used for calculating and paying the Financial
Compensation for Exploration of Mineral Resources (“CFEM”), which are mining royalties payable by every mining company. The authorities have mainly disputed
the basis of production costs estimates used in the determination of the royalties that are payable. The claims relate to fiscal years up to 2017, following which the
legislation for royalties was changed. The Group, together with its technical and legal advisors continues to challenge ANM assessments. Most of the procedures
are ongoing within the ANM administrative courts. Final decisions of the first cases are expected within four to five years. As of 30 June 2024, the potential risk
amounts to €29.6 million, including interest and penalties (31.12.2023: €31.5 million).
R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4 41
Notes continued
Other minor proceedings and lawsuits in which subsidiaries are involved have no significant impact on the financial position and performance of the Group.
In October 2023 the Group completed the acquisition of P-D Refractories. The purchase price allocation is still preliminary and does not materially differ from
the purchase price allocation disclosed in the last year’s Consolidated Financial Statements.
Related companies
No material transactions took place between the Group and related companies and persons.
Related persons
There is a non-remunerated consultancy agreement in place between RHI Magnesita and a close relative of a Non-Executive Director to advise the Group in
respect of political and/or strategic analysis in countries outside the European Union and Brazil.
42 R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4
Statement of the Board of Directors
Statement pursuant to Article 5:25d, paragraph 2, subsection c. of the Dutch Financial Markets Supervision Act (“Wet op het financieel toezicht”).
The Interim Financial Statements for the six-month period ended 30 June 2024, have been prepared in accordance with IAS 34 'Interim Financial Reporting' as
issued by the IASB and interpretations issued by the IFRIC, and as endorsed by the European Union (EU).
To our knowledge,
- The Interim Financial Statements referred to above, give a true and fair view of the assets, liabilities, financial position, and profit of RHI Magnesita N.V.
and the undertakings included in the consolidation as a whole; and
- The Interim Report for the six-month period ended 30 June 2024 as presented in the report on unaudited half year results includes a fair view of the
information required pursuant to article 5:25d paragraphs 8 and 9 of the Dutch Financial Markets Supervision Act (“Wet op het financieel toezicht”).
Executive Directors
Non-Executive Directors
Michael Schwarz
R H I M AG N E S I TA H A L F - Y E A R R E P O R T 2 0 2 4 43
Independent auditor’s review report
Introduction
We have reviewed the accompanying condensed consolidated interim financial information for the six-month period ended 30 June 2024 (the 'interim financial
information’) of RHI Magnesita N.V., Arnhem, which comprises the condensed consolidated statement of financial position as at 30 June 2024, the condensed
consolidated statement of profit or loss, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes
in equity, the condensed consolidated statement of cash flows for the period then ended and the selected explanatory notes. The board of directors is responsible
for the preparation and presentation of this interim financial information in accordance with IAS 34, ‘Interim Financial Reporting’ as adopted by the European
Union. Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope
We conducted our review in accordance with Dutch law including standard 2410, Review of Interim Financial Information Performed by the Independent Auditor
of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and
consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we
do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information
for the six-month period ended 30 June 2024 is not prepared, in all material respects, in accordance with IAS 34, ‘Interim Financial Reporting’ as adopted by the
European Union.
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