Results for the year and Business Developments

Details of the results for the financial year are set out in the Consolidated Income Statement on page 132 and in the related notes forming part of the Financial Statements. The fair review of the development of the business of the Company and its subsidiaries is set out in the Strategic Report on pages 4 to 75. This includes a description of the principal activities, principal risks, uncertainties, alternative performance measures and environmental and employee matters.

Research and Development

The Group actively monitors developments in vessel design and vessel availability with an emphasis on product improvement, environmental efficiency and achievement of economies of scale. During the reporting period the Group has worked with external suppliers to adopt new technologies into its operations, both on its vessels and onshore.

Dividend and Share Buyback

The Company did not pay any dividends during financial year 2021. The Company is proposing to pay a dividend of 9.00 cent per ICG Unit on 7 July 2022 to shareholders on the register at the close of business on 10 June 2022. The cumulative payment to all shareholders is estimated at €16.5 million. Irish dividend withholding tax will be deducted where applicable.

The Company has adopted a progressive approach to returning cash to shareholders, through a combination of dividends and share buybacks. Against the background of the Covid-19 pandemic and its effects on the financial performance of the Company, no dividends have been paid during the years ended 31 December 2021 and 2020. The Company during financial year 2021 bought back 4,565,000 (2020: 570,000) of its shares, representing 2.4% (2020: 0.3%) of its issued share capital at the beginning of the financial year for a total consideration of €19.8 million (2020: €1.7 million). Further details are contained at note 20 to the financial statements.

Dividends are declarable at the discretion of the Directors, and as with buybacks, following assessment of the Company’s performance, its cash resources and distributable reserves. At 31 December 2021, the Company’s retained earnings amounted to €140.3 million all of which were considered to be distributable.

Board of Directors

The Company’s Constitution requires that one third of the Directors are required to retire from office at each AGM of the Company. However, in accordance with the provisions contained in the UK Corporate Governance Code, the Board has decided that all Directors should retire at the 2022 AGM and offer themselves for re-election. Biographical details of the Directors are set out on pages 78 to 79 of this report and the result of the annual board evaluation is set out on pages 88 to 89.

During the year Catherine Duffy and Brian O’Kelly retired from the Board on 12 May 2021 and 17 December 2021 respectively. Lesley Williams and Dan Clague joined the Board on 4 January 2021 and 26 August 2021 respectively.

Accounting Records

The Directors believe that they have complied with the requirements of Section 281 to 285 of the Companies Act 2014 with regard to maintaining adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate resources to the finance function. The accounting records of the Company are maintained at the Company’s registered office, Irish Continental Group plc, Ferryport, Alexandra Road, Dublin 1, Ireland.

Non-Financial information

The Group is not subject to the reporting requirements of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 (as amended). Notwithstanding the Group provides certain non-financial information in its Sustainability and ESG Report contained at pages 40 to 61.

Going Concern

The Financial Statements have been prepared on the going concern basis. The Directors report that, after making inquiries, they have a reasonable expectation at the time of approving the Financial Statements, that the Group and Company are going concerns, having adequate financial resources to continue in operational existence for the foreseeable future. In forming this view, the Directors have considered the future cash requirements of the Group and Company in the context of the economic environment of 2022, the principal risks and uncertainties facing the Group (pages 67 to 71), the Group’s 2022 budget plan and the medium-term strategy of the Group, including capital investment plans. The future cash requirements have been compared to bank facilities which are available to the Group and Company.

The introduction of measures in response to Covid-19 by governments in the jurisdictions in which we operate services in March 2020 and which have continued in various forms throughout the period to 31 December 2021 had a material effect on the Group’s financial results. This was particularly concentrated on our passenger business where international travel was affected resulting in a material reduction in passenger revenues compared to pre-pandemic levels. The Group has, despite the imposition of restrictions, continued to operate its passenger services on all routes in conjunction with its RoRo services. Following the ending of the Brexit transition period, the Group experienced changed travel patterns with a reduction in RoRo carryings overall but revenue losses on the Ireland - UK routes were significantly replaced with higher yielding revenues on our direct services on Ireland – France routes.

Notwithstanding the downturn in profitability due to reduced passenger revenues, the Group’s RoRo, LoLo, chartering and port stevedoring services operated largely in line with expectations and the Group generated cash from operations of €66.0 million (2020: €51.2 million) in financial year 2021, with free cash flow after maintenance capital expenditures of €43.3 million (2020: €35.3 million). The Group retained cash balances and committed undrawn facilities at 31 December 2021 of €118.9 million. From 1 January 2022 maximum leverage covenants have reverted to the previous contracted levels of 3 times EBITDA. The leverage covenant level at 31 December 2021 calculated in accordance with the lending agreements, was within maximum permitted levels at 2.6 times EBITDA.

Government imposed travel restrictions have been largely removed from the beginning of 2022 for passengers who are fully vaccinated and passenger volumes have increased over the prior year levels. However there remains a risk of a resurgence of Covid infections and the possibility of re-imposition of restrictions in the future. All other revenue streams are performing satisfactorily up to the date of the approval of the financial statements.

In making their going concern assessment, the Directors have considered a number of trading scenarios including a re-imposition of travel restrictions. This modelling assumed a full schedule of services of the conventional ferry fleet and cash management within the terms of the Group’s existing financing arrangements. Based on this modelling, the Directors believe the Group retains sufficient liquidity to operate for at least the period up to March 2023.

Viability Statement

The Directors have assessed ICG’s viability over a timeframe of five years which the Directors believe reflects an appropriate timeframe for performing realistic assessments of future performance given the dynamic nature of our markets as regards the competitive landscape, economic activity, long-life assets and the continued capital investment commitments related to our operations.

In making their assessment, the Directors took account of ICG’s current financial and operational positions and contracted capital expenditure. These positions were then rolled forward based on a set of assumptions on expected outcomes to arrive at a base projection. Sensitivity analysis was then performed on the base projection against potential financial and operational impacts, in severe but plausible scenarios, of the principal risks and uncertainties and the likely degree of effectiveness of current and available mitigating actions as set out on pages 67 to 71. It was further assumed that functioning financial markets exist throughout the assessment period with bank lending available to the Group on normal terms and covenants. The process, which was performed by management, was subject to examination and challenge by the Audit Committee and the Board.

Based on this assessment, the Directors have a reasonable expectation that the Company and the Group will be able to continue in operation and meet all their liabilities as they fall due over the five year assessment period.

Directors’ Compliance Statement

The Directors acknowledge that they are responsible for securing compliance by the Company with its Relevant Obligations as defined by the Companies Act 2014 (the Relevant Obligations).

The Directors confirm that they have drawn up and adopted a compliance policy statement setting out the Company’s policies that, in the Directors’ opinion, are appropriate to the Company with respect to compliance with its Relevant Obligations.

The Directors further confirm the Company has put in place appropriate arrangements or structures that are, in the Directors’ opinion, designed to secure material compliance with its Relevant Obligations. For the year ended 31 December 2021, the Directors have reviewed the effectiveness of these arrangements and structures during the financial year to which this Report relates.

In discharging its obligations under the Companies Act 2014, as set out above, the Directors have relied on the advice of persons employed by the Company or retained by it under a contract for services, who the Directors believe to have the requisite knowledge and experience to advise the Company on compliance with its Relevant Obligations.

Disclosure of Information to Statutory Auditors

In accordance with the provisions of Section 330 of the Companies Act 2014, each Director of the Company at the date of approval of this report individually confirms that;

• So far as they are aware, there is no relevant audit information, as defined in the Companies Act 2014, of which the Statutory Auditor is unaware; and
• They have taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information (as defined) and to ensure that the Statutory Auditor is aware of such information.

International Financial Reporting Standards

ICG presents its Financial Statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for accounting periods beginning on 1 January 2021 and that have been adopted by the European Union.

Principal Risks and Uncertainties

The Group has a risk management structure in place which is designed to identify, manage and mitigate the threats to the business. The key risks facing the Group include strategic, operational, financial and information technology and cyber risks arising in the ordinary course of business. Further details of risks and uncertainties are set out on pages 67 to 71.

Substantial Shareholdings

The latest notifications of interests of 3 per cent or more in the share capital of the Company received by the Company on or before 9 March 2022 and as at 31 December 2021 were as follows:

Directors, Secretary and their Interests

The interests of the Directors and Secretary of the Company and their spouses and minor children in the share capital of the Company at 31 December 2021 and 1 January 2021 all of which were beneficial, were as follows:

Note: Lesley Williams was appointed to the Board on 4 January 2021. Dan Clague was appointed to the Board on 26 August 2021. Catherine Duffy resigned on 12 May 2021 and Brian O’Kelly resigned on 17 December 2021.

ICG Units are explained on page 208 of this report.

Auditors

As required under Section 381(1)(b) of the Companies Act 2014, the AGM agenda will include a resolution authorising the Directors to fix the remuneration of the auditors.

Section 383 of the Companies Act 2014 provides for the automatic re-appointment of the auditor of an Irish company at a company’s AGM, unless the auditor has given notice in writing of his unwillingness to be re-appointed or a resolution has been passed at that meeting appointing someone else or providing expressly that the incumbent auditor shall not be re-appointed.

As outlined in the Audit Committee Report on page 98, the company replaced its auditor Deloitte Ireland LLP (“Deloitte”) following a competitive tender process. Deloitte acted as auditor in relation to the financial statements for the year ended 31 December 2020. Deloitte was not eligible for re-appointment due to the length of its tenure as auditor to the Company. KPMG were appointed auditor by the shareholders voting on an ordinary resolution tabled at the AGM held on 12 May 2021.

Corporate Governance

The Group applies the principles and provisions of The UK Corporate Governance Code (2018) as adopted by Euronext Dublin and the UK Financial Conduct Authority and of the Irish Corporate Governance Annex (the Irish Annex) issued by Euronext Dublin. A Corporate Governance Report is set out on pages 80 to 93 and is incorporated into this Report by cross reference.

The Group has established an Audit Committee whose Report is included at pages 94 to 99.

Key Performance Indicators

The Group uses a set of headline Key Performance Indicators (KPIs) to measure the performance of its operations. These KPIs are set out on pages 20 to 21 and are incorporated into this report by cross reference.

Future Developments

We look forward to a recovery of our passenger markets as Covid-19 with the easing of travel restrictions and the introduction of the third vessel on the new Dover – Calais service. We expect continued growth in the RoRo freight market and a gradual return of traffic from the direct continental routes to landbridge.

Despite another difficult year for the Group and in particular the Ferries Division, we take comfort from the continued strength of our balance sheet, the high quality and performance of our asset base and improving the level of service provided to our customers on the Dover – Calais service with the introduction of a third vessel on the route. We see a continued strong demand for capacity in 2022 in our container shipping services operated by Eucon. The opening of Dublin Ferryport Inland Depot at the Dublin Inland Port has provided the opportunity to expand our empty depot business while at the same time increase the capacity at Dublin Ferryport Terminal. At our Belfast Container Terminal facility in Belfast, we continue working on the completion of the £40m re-investment project with Belfast Harbour and assisting in the delivery of additional terminal capacity to the market.

The post pandemic increase in global trade has given rise to cost pressures particularly increased ships charter and fuel costs will be passed through the logistics chain in the form of increased rates. Nevertheless, we look forward to continuing the growth trend in EBIT which is testament to our investment in the business in driving efficiencies and nurturing close customer relationships.

The Group notes the ever increasing expectations and regulatory requirements to reduce the effects of its operational footprint on the environment. While the Group acknowledges that its operations have an inevitable effect on the environment, reducing this effect is embedded within the Group’s strategy through achievement of efficiencies and reflected in our capital investment program.

Events after the Reporting Period

No events have occurred between 31 December 2021 and the date of approval of these Financial Statements which require to be separately reported.

Annual Report and Financial Statements

This Annual Report together with the Financial Statements for the financial year ended 31 December 2021 was approved by the Directors on 9 March 2022. The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

Annual General Meeting

Notice of the AGM, which will be held on 11 May 2022, will be notified to shareholders in April 2022.

On behalf of the Board

9 March 2022

Registered Office: Ferryport, Alexandra Road, Dublin 1, Ireland.