Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-35370

Luxfer Holdings PLC

(Exact Name of Registrant as Specified in Its Charter)


England and Wales						98-1024030
State or Other Jurisdiction of Incorporation or Organization						I.R.S. Employer Identification No.

8989 North Port Washington Road, Suite 211,

Milwaukee, WI, 53217

Address of principal executive offices

Registrant’s telephone number, including area code: +1 414-269-2419

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value £0.50 each	LXFR	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	o	Accelerated Filer	x
Non-accelerated filer	o	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The number of shares outstanding of Registrant’s only class of ordinary stock on June 30, 2024, was 27,386,677.


TABLE OF CONTENTS

Page

PART I FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Statements of (Loss) / Income (unaudited)

Condensed Consolidated Statements of Comprehensive Income (unaudited)

Condensed Consolidated Balance Sheets (unaudited)

Condensed Consolidated Statements of Cash Flows (unaudited)

Condensed Consolidated Statements of Changes in Equity (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 5.

Other Information

Item 6.

Exhibits

Signatures

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited)

LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) / INCOME (UNAUDITED)


	Second Quarter				Year-to-date
In millions, except share and per-share data	2024		2023		2024		2023
Net sales	$	99.7	$	110.4	$	189.1	$	211.7
Cost of goods sold	(77.7)		(86.2)		(148.7)		(166.4)
Gross profit	22.0		24.2		40.4		45.3
Selling, general and administrative expenses	(11.9)		(12.8)		(23.5)		(25.3)
Research and development	(1.1)		(1.0)		(2.3)		(2.2)
Restructuring charges	(1.1)		(2.5)		(1.8)		(2.8)

Acquisition and disposal related costs	(9.2)		—		(9.4)		—
Other income	5.1		—		5.3		—

Operating income	3.8		7.9		8.7		15.0
Net interest expense	(1.3)		(1.8)		(2.7)		(3.1)

Defined benefit pension credit / (charge)	0.2		0.6		0.5		(8.3)
Income before income taxes	2.7		6.7		6.5		3.6
(Provision) / credit for income taxes	(3.1)		(1.8)		(4.1)		1.8


Net (loss) / income from continuing operations	(0.4)		4.9		2.4		5.4

Loss from discontinued operations, net of tax	(0.1)		(0.2)		(0.2)		(0.2)

Net loss from discontinued operations	(0.1)		(0.2)		(0.2)		(0.2)

Net (loss) / income	$	(0.5)	$	4.7	$	2.2	$	5.2

(Loss) / earnings / per share1
Basic from continuing operations	$	(0.01)	$	0.18	$	0.09	$	0.20
Basic from discontinued operations2	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)
Basic	$	(0.02)	$	0.17	$	0.08	$	0.19

Diluted from continuing operations	$	(0.01)	$	0.18	$	0.09	$	0.20
Diluted from discontinued operations2	$	—	$	(0.01)	$	(0.01)	$	(0.01)
Diluted	$	(0.02)	$	0.17	$	0.08	$	0.19

Weighted average ordinary shares outstanding
Basic	26,831,372		26,923,804		26,826,123		26,922,528
Diluted	26,932,291		27,065,338		26,892,230		27,083,986

See accompanying notes to condensed consolidated financial statements

1 The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular period may not equal the earnings-per-share amount in total.

2 The loss per share for discontinued operations has not been diluted, since the incremental shares included in the weighted-average number of shares outstanding would have been anti-dilutive.

LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) / INCOME (UNAUDITED)


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Net (loss) / income	$	(0.5)	$	4.7	$	2.2	$	5.2

Other comprehensive (loss) / income
Net change in foreign currency translation adjustment, net of tax	(0.2)		3.4		(2.0)		6.8
Pension and post-retirement actuarial gains, net of $0.1, $0.1, $0.2 and $5.0 tax, respectively	0.1		0.2		0.4		7.0
Other comprehensive (loss) / income, net of tax	(0.1)		3.6		(1.6)		13.8

Total comprehensive (loss) / income	$	(0.6)	$	8.3	$	0.6	$	19.0

See accompanying notes to condensed consolidated financial statements

LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	June 30,		December 31,
In millions, except share and per-share data	2024		2023
Current assets
Cash and cash equivalents	$	4.3	$	2.3
Restricted cash	0.3		0.3
Accounts and other receivables, net of allowances of $0.6 and $0.7, respectively	60.9		59.9
Inventories	88.2		95.9
Current assets held-for-sale	23.4		8.9
Other current assets	1.5		1.5
Total current assets	$	178.6	$	168.8
Non-current assets
Property, plant and equipment, net	$	63.1	$	63.8
Right-of-use assets from operating leases	14.3		15.4
Goodwill	67.2		67.5
Intangibles, net	11.6		12.0
Deferred tax assets	3.5		3.9
Investments and loans to joint ventures and other affiliates	0.4		0.4
Pensions and other retirement benefits	41.1		40.3
Total assets	$	379.8	$	372.1
Current liabilities
Current maturities of long-term debt and short-term borrowing	$	0.2	$	4.6
Accounts payable	27.5		26.5
Accrued liabilities	23.2		20.9
Taxes on income	5.1		—
Current liabilities held-for-sale	9.4		3.9
Other current liabilities	9.4		8.9
Total current liabilities	$	74.8	$	64.8
Non-current liabilities
Long-term debt	$	74.0	$	67.6
Pensions and other retirement benefits	—		0.1
Deferred tax liabilities	10.2		10.2
Other non-current liabilities	14.5		16.8
Total liabilities	$	173.5	$	159.5
Commitments and contingencies (Note 16)
Shareholders' equity
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2024 and 2023; issued and outstanding 28,944,000 for 2024 and 2023	26.5		26.5

Additional paid-in capital	224.2		223.5
Treasury shares	(23.6)		(22.9)
Company shares held by ESOP	(0.8)		(0.9)
Retained earnings	99.5		104.3
Accumulated other comprehensive loss	(119.5)		(117.9)
Total shareholders' equity	206.3		212.6
Total liabilities and shareholders' equity	$	379.8	$	372.1

See accompanying notes to condensed consolidated financial statements

LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Year-to-date
In millions	2024		2023
Operating activities
Net income	$	2.2	$	5.2
Net loss from discontinued operations	0.2		0.2
Net income from continuing operations	2.4		5.4
Adjustments to reconcile net income to net cash provided / (used) by operating activities

Depreciation	4.5		6.2
Amortization of purchased intangible assets	0.4		0.4
Amortization of debt issuance costs	0.1		0.2
Share-based compensation charges	1.4		1.3
Deferred income taxes	0.3		1.5
Asset impairment charges	—		2.3
Loss on held for sale asset group	7.5		—
Defined benefit pension (credit) / charge	(0.5)		8.3
Defined benefit pension contributions	—		(2.1)
Changes in assets and liabilities
Accounts and other receivables	(7.9)		3.8
Inventories	(7.5)		(6.4)
Current assets held-for-sale	(2.5)		1.2

Accounts payable	2.4		(9.1)
Accrued liabilities	3.5		(5.9)
Current liabilities held-for-sale	2.0		(1.5)
Other current liabilities	5.8		(7.4)
Other non-current assets and liabilities	0.6		0.5
Net cash provided / (used) by operating activities - continuing	12.5		(1.3)
Net cash provided by operating activities - discontinued	0.1		0.1
Net cash provided / (used) by operating activities	12.6		(1.2)
Investing activities
Capital expenditures	(4.1)		(4.9)




Net cash used by investing activities - continuing	(4.1)		(4.9)
Net cash used by investing activities - discontinued	(0.1)		(0.1)
Net cash used by investing activities	(4.2)		(5.0)
Financing activities
Net repayment of short-term borrowings	(4.4)		(25.0)
Net drawdown of long-term borrowings	6.4		35.1




Repurchase of own shares	(1.0)		(1.6)
Share-based compensation cash paid	(0.3)		(0.3)
Dividends paid	(7.0)		(7.0)
Net cash (used) / provided by financing activities	(6.3)		1.2
Effect of exchange rate changes on cash and cash equivalents	(0.1)		0.3
Net increase / (decrease)	$	2.0	$	(4.7)
Cash, cash equivalents and restricted cash; beginning of year	2.6		12.9
Cash, cash equivalents and restricted cash; end of the second quarter	4.6		8.2

Supplemental cash flow information:
Interest payments	$	2.8	$	2.8
Income tax payments, net	0.3		2.8

See accompanying notes to condensed consolidated financial statements

LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)


In millions,	Ordinary shares		Additional paid-in capital		Treasury shares Number	Treasury shares Amount		Own shares held by ESOP Number	Own shares held by ESOP Amount		Retained earnings		Accumulated other comprehensive loss		Total equity
At January 1, 2024	$	26.5	$	223.5	(1.5)	$	(22.9)	(0.6)	$	(0.9)	$	104.3	$	(117.9)	$	212.6
Net income	—		—		—	—		—	—		2.7		—		2.7



Other comprehensive loss, net of tax	—		—		—	—		—	—		—		(1.5)		(1.5)
Dividends declared	—		—		—	—		—	—		(3.5)		—		(3.5)
Share-based compensation	—		0.6		—	—		—	—		—		—		0.6
Share buyback	—		—		—	(0.4)		—	—		—		—		(0.4)

Utilization of shares from ESOP to satisfy share based compensation	—		(0.2)		—	—		—	—		—		—		(0.2)
At March 31, 2024	26.5		223.9		(1.5)	(23.3)		(0.6)	(0.9)		103.5		(119.4)		210.3
Net loss	—		—		—	—		—	—		(0.5)		—		(0.5)

Other comprehensive loss, net of tax	—		—		—	—		—	—		—		(0.1)		(0.1)
Dividends declared	—		—		—	—		—	—		(3.5)		—		(3.5)
Share based compensation	—		0.8		—	—		—	—		—		—		0.8
Share buyback	—		—		(0.1)	(0.6)		—	—		—		—		(0.6)
Utilization of treasury shares to satisfy share based compensation	—		(0.3)		—	0.3		—	—		—		—		—
Utilization of shares from ESOP to satisfy share based compensation	—		(0.2)		—	—		—	0.1		—		—		(0.1)

At June 30, 2024	26.5		224.2		(1.6)	(23.6)		(0.6)	(0.8)		99.5		(119.5)		206.3

See accompanying notes to condensed consolidated financial statements

LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)


In millions,	Ordinary shares		Additional paid-in capital		Treasury shares Number	Treasury shares Amount		Own shares held by ESOP Number	Own shares held by ESOP Amount		Retained earnings		Accumulated other comprehensive loss		Total equity
At January 1, 2023	$	26.5	$	221.4	(1.3)	$	(20.4)	(0.7)	$	(1.0)	$	120.2	$	(139.4)	$	207.3
Net income	—		—		—	—		—	—		0.5		—		0.5

Other comprehensive loss, net of tax	—		—		—	—		—	—		—		10.2		10.2
Dividends declared	—		—		—	—		—	—		(3.5)		—		(3.5)
Share based compensation	—		0.6		—	—		—	—		—		—		0.6
Share buyback	—		—		(0.1)	(0.8)		—	—		—		—		(0.8)


Utilization of shares from ESOP to satisfy share based compensation	—		(0.3)		—	—		—	—		—		—		(0.3)
At April, 2023	$	26.5	$	221.7	(1.4)	$	(21.2)	(0.7)	$	(1.0)	$	117.2	$	(129.2)	$	214.0
Net income	—		—		—	—		—	—		4.7		—		4.7

Other comprehensive loss, net of tax	—		—		—	—		—	—		—		3.6		3.6
Dividends declared	—		—		—	—		—	—		(7.0)		—		(7.0)
Share based compensation	—		0.7		—	—		—	—		—		—		0.7
Share buyback	—		—		—	(0.8)		—	—		—		—		(0.8)

Utilization of treasury shares to satisfy share based compensation	—		(0.3)		—	0.2		—	—		—		—		(0.1)
Utilization of shares from ESOP to satisfy share based compensation	—		—		—	—		0.1	0.1		—		—		0.1
At July 2, 2023	$	26.5	$	222.1	(1.4)	$	(21.8)	(0.6)	$	(0.9)	$	114.9	$	(125.6)	$	215.2

See accompanying notes to condensed consolidated financial statements

LUXFER HOLDINGS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation and Responsibility for interim Financial Statements

We prepared the accompanying unaudited condensed consolidated financial statements of Luxfer Holdings PLC and all wholly-owned, majority owned or otherwise controlled subsidiaries on the same basis as our annual audited financial statements. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).

Our quarterly financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023. As used in this report, the terms "we," "us," "our," "Luxfer" and "the Company" mean Luxfer Holdings PLC and its subsidiaries, unless the context indicates another meaning.

In the opinion of management, our financial statements reflect all adjustments, which are only of a normal recurring nature, necessary for the fair statement of financial statements for interim periods in accordance with U.S. GAAP and with the instructions to Form 10-Q in Article 10 of Securities and Exchange Commission (SEC) Regulation S-X.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and any such differences may be material to our financial statements.

Our fiscal year ends on December 31. We report our interim quarterly periods on a 13-week quarter basis, ending on a Sunday. The Second Quarter 2024, ended on June 30, 2024, and the Second Quarter 2023, ended on July 2, 2023.

Accounting standards issued but not yet effective

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements. The new guidance requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included in the reported measure of segment profit or loss. It does not change the definition of a segment or the guidance for determining reportable segments. The new guidance is effective for the Company in the annual period beginning January 1, 2024 and in 2025 for interim periods. Adoption of this ASU will result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures in ASC 740, Income Taxes, primarily related to rate reconciliation and income taxes paid information. The ASU is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company is currently assessing the impact on its Consolidated Condensed Financial Statements and related disclosures.

2. Earnings per share

Basic earnings per share are computed by dividing net income or loss for the period by the weighted-average number of ordinary shares outstanding, net of treasury shares and shares held in ESOP. Diluted earnings per share are computed by dividing net income for the period by the weighted average number of ordinary shares outstanding and the dilutive ordinary shares equivalents.

Basic and diluted earnings per share were calculated as follows:


	Second Quarter				Year-to-date
In millions except share and per-share data	2024		2023		2024		2023
Basic (loss) / earnings:
Net (loss) / income from continuing operations	$	(0.4)	$	4.9	$	2.4	$	5.4
Net loss from discontinued operations	(0.1)		(0.2)		(0.2)		(0.2)
Net (loss) / income	$	(0.5)	$	4.7	$	2.2	$	5.2

Weighted average number of £0.50 ordinary shares:
For basic earnings per share	26,831,372		26,923,804		26,826,123		26,922,528
Dilutive effect of potential common stock	100,919		141,534		66,107		161,458
For diluted earnings per share	26,932,291		27,065,338		26,892,230		27,083,986

(Loss) / earnings per share using weighted average number of ordinary shares outstanding(1):
Basic (loss) / earnings per ordinary share for continuing operations	$	(0.01)	$	0.18	$	0.09	$	0.20
Basic loss per ordinary share for discontinued operations	(0.01)		(0.01)		(0.01)		(0.01)
Basic (loss) / earnings per ordinary share	$	(0.02)	$	0.17	$	0.08	$	0.19

Diluted (loss) / earnings per ordinary share for continuing operations	$	(0.01)	$	0.18	$	0.09	$	0.20
Diluted loss per ordinary share for discontinued operations	—		(0.01)		(0.01)		(0.01)
Diluted (loss) / earnings per ordinary share	$	(0.02)	$	0.17	$	0.08	$	0.19

(1) The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular period may not equal the earnings-per-share amount in total

Basic average shares outstanding and diluted average shares outstanding were the same for discontinued operations because the effect of potential shares of common stock was anti-dilutive since the Company generated a net loss from discontinued operations.

3. Net Sales

Disaggregated sales disclosures for the second quarter and year-to-date ended June 30, 2024, and July 2, 2023, are included below and in Note 15, Segmental Information.


	Second Quarter
	2024								2023
In millions	Gas Cylinders		Elektron		Graphic Arts		Total		Gas Cylinders		Elektron		Graphic Arts		Total
Defense, First Response & Healthcare	$	24.6	$	17.9	$	—	$	42.5	$	20.9	$	26.8	$	—	$	47.7
Transportation	17.2		11.1		—		28.3		18.6		12.9		—		31.5
General industrial	8.0		13.0		7.9		28.9		9.0		13.3		8.9		31.2
	$	49.8	$	42.0	$	7.9	$	99.7	$	48.5	$	53.0	$	8.9	$	110.4


	Year-to-date
	2024								2023
In millions	Gas Cylinders		Elektron		Graphic Arts		Total		Gas Cylinders		Elektron		Graphic Arts		Total
Defense, First Response & Healthcare	$	45.2	$	31.8	$	—	$	77.0	$	39.0	$	50.9	$	—	$	89.9
Transportation	36.3		20.9		—		57.2		32.5		25.7		$	—	58.2
General industrial	13.7		27.0		14.2		54.9		18.5		28.8		$	16.3	63.6
	$	95.2	$	79.7	$	14.2	$	189.1	$	90.0	$	105.4	$	16.3	$	211.7

The Company’s performance obligations are satisfied at a point in time. With the reclassification of our Superform business as discontinued operations, none of the Company's revenue from continuing operations is satisfied over time. As a result, the Company's contract receivables, contract assets and contract liabilities are included within current assets and liabilities held-for-sale.

4. Restructuring

The $1.1 million and $1.8 million restructuring charge in the second quarter and first six months, respectively, of 2024 predominantly relates to continued costs aimed at reducing our fixed cost structure and realigning our business.

The $2.5 million and $2.8 million restructuring charge in the second quarter and first half, respectively, of 2023 relates predominantly to asset impairments in relation to rationalization of our North American Gas Cylinders businesses to reduce our fixed cost base. This amounted to $2.3 million in both the second quarter and first half of the year respectively. There was an additional $0.1 million and $0.4 million of other expenses in the second quarter and first half respectively, in relation to the aforementioned rationalization.

Restructuring-related costs by reportable segment were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Severance and other costs
Gas Cylinders	$	1.1	$	0.2	$	1.6	$	0.5
Elektron	—		—		0.2		—

	$	1.1	$	0.2	$	1.8	$	0.5
Asset impairments
Gas Cylinders	$	—	$	2.3	$	—	$	2.3




Total restructuring charges	$	1.1	$	2.5	$	1.8	$	2.8

Activity related to restructuring, recorded in Other current liabilities in the consolidated balance sheets is summarized as follows:


In millions	2024
Balance at January 1,	$	3.3
Costs incurred	1.8
Cash payments and other	(1.9)
Balance at June 30,	$	3.2

5. Other income

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed US Ecology case are covered by insurance. The Company recognized $5.1 million and $5.3 million in the second quarter and first half, respectively, of 2024, in relation to these costs previously incurred by the Company. The Company received $4.5 million in the first half of 2024 with a further $0.8 million confirmed in June 2024 and received in July 2024.

The Company is still in negotiations with the insurance company with regard to final payment of previously-paid litigation costs. We are unable to reliably estimate the recoverable amount, and given the uncertainty, we have not recognized anything additional to amounts received.

6. Income Taxes

We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

The effective income tax rate on continuing operations for the first half ended June 30, 2024, was a 63.1%, tax charge compared to a 50.0% credit for the first half ended July 2, 2023. The rate was impacted by non-deductible expenses and the loss on held-for-sale asset group. 2023 was also impacted by a deferred tax credit primarily in relation to the U.S. pension buyout..

7. Acquisition and disposal related costs


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Loss on held-for-sale asset group	$	7.5	$	—	$	7.5	$	—
Disposal related costs	1.7		—		1.9		—
	$	9.2	$	—	$	9.4	$	—

The $7.5 million loss on held-for-sale asset group relates to the Graphic Arts' assets which have been revalued to the expected consideration the Company will receive.

Disposal-related costs of $1.7 million and $1.9 million in the second quarter and first half of 2024, respectively, represent professional fees incurred and accrued in relation to the planned divestiture of the Graphic Arts segment.

8. Supplementary balance sheet information


	June 30,		December 31,
In millions	2024		2023
Accounts and other receivables
Trade receivables	$	53.7	$	52.3
Related parties	0.1		0.1
Prepayments and accrued income	4.1		5.7
Derivative financial instruments	—		0.4

Other receivables	3.0		1.4
Total accounts and other receivables	$	60.9	$	59.9

Inventories
Raw materials and supplies	$	32.4	$	34.7
Work-in-process	27.8		34.8
Finished goods	28.0		26.4
Total inventories	$	88.2	$	95.9

Other current assets
Income tax receivable	1.5		1.5
Total other current assets	$	1.5	$	1.5

Property, plant and equipment, net
Land, buildings and leasehold improvements	$	51.9	$	51.0
Machinery and equipment	238.4		234.9
Construction in progress	11.6		13.6
Total property, plant and equipment	301.9		299.5
Accumulated depreciation and impairment	(238.8)		(235.7)
Total property, plant and equipment, net	$	63.1	$	63.8




Current maturities of long-term debt and short-term borrowings

Overdrafts	0.2		4.6
Total current maturities of long-term debt and short-term borrowings	$	0.2	$	4.6

Other current liabilities
Restructuring provision	$	3.2	$	3.3
Short term provision	0.1		0.1

Derivative financial instruments	0.2		—
Operating lease liability	4.0		4.7

Advance payments	1.9		0.8
Total other current liabilities	$	9.4	$	8.9

Other non-current liabilities
Contingent liabilities	$	1.8	$	1.6
Operating lease liability	12.7		15.0
Other non-current liabilities	—		0.2
Total other non-current liabilities	$	14.5	$	16.8

9. Goodwill and other identifiable intangible assets

Changes in goodwill during the first half ended June 30, 2024, were as follows:


In millions	Gas Cylinders		Elektron		Total
At January 1, 2024	$	26.2	$	41.3	$	67.5

Exchange difference	(0.2)		(0.1)		(0.3)
Net balance at June 30, 2024	$	26.0	$	41.2	$	67.2

Accumulated goodwill impairment losses in relation to continuing activities were $8.0 million as of June 30, 2024 and December 31, 2023.

Identifiable intangible assets consisted of the following:


In millions	Customer relationships		Technology and trading related		Total
Cost:


At January 1 and June 30, 2024	$	15.2	$	7.8	$	23.0

Accumulated amortization:
At January 1, 2024	$	6.6	$	4.4	$	11.0
Charge	0.2		0.2		0.4

At June 30, 2024	$	6.8	$	4.6	$	11.4

Net book values:
At January 1, 2024	$	8.6	$	3.4	$	12.0
At June 30, 2024	$	8.4	$	3.2	$	11.6

Identifiable intangible asset amortization expense was $0.4 million and $0.4 million for the first half of 2024 and 2023 respectively.

Intangible asset amortization expense during each of the following five years is expected to be approximately $0.8 million per year.

10. Debt

Debt outstanding was as follows:


	June 30,		December 31,
In millions	2024		2023


4.94% Loan Notes due 2026	$	25.0	$	25.0
Revolving credit facility	49.3		43.1
Bank overdraft	0.2		4.6
Unamortized debt issuance costs	(0.3)		(0.5)
Total debt	74.2		72.2
Less current portion	(0.2)		(4.6)
Non-current debt	$	74.0	$	67.6

The weighted-average interest rate on the revolving credit facility was 7.80% for the first half of the year and 7.70% for the full-year 2023.

10. Debt (continued)

Loan notes due and shelf facility

The Note Purchase Agreement and Private Shelf Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to June 30, 2024.

The Loan Notes due 2026, the Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York.

Senior Facilities Agreement

During the first half of 2024, we drew down net $6.4 million on the Revolving Credit Facility and the balance outstanding at June 30, 2024, was $49.3 million, and at December 31, 2023, was $43.1 million, with $75.7 million undrawn at June 30, 2024.

We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011 to June 30, 2024.

Bank Overdraft

The bank overdraft is an uncommitted facility with no expiration date, this is reviewed annually and can be cancelled by either the bank or the Company on demand.

11. Discontinued Operations

Our Superform aluminum superplastic forming business operating in the U.S. was historically included in the Gas Cylinders segment. As a result of our decision to exit non-strategic aluminum product lines, we have reflected the results of operations of this business as discontinued operations in the Condensed Consolidated Statements of Income for all periods presented. We expect the sale of our Superform business to occur in 2024.

The assets and liabilities of the Superform business have been presented within assets held-for-sale and liabilities held-for-sale in the consolidated balance sheets for 2024 and 2023.

Results of discontinued operations in the first six months of 2024 and 2023 were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023			2024		2023
Net sales	$	1.6	$	1.9		$	3.1	$	4.2
Cost of goods sold	(1.4)		(1.7)			(2.5)		(3.6)
Gross profit	0.2		0.2			0.6		0.6
Selling, general and administrative expenses	(0.4)		(0.4)			(0.8)		(0.7)
Restructuring charge	—		(0.1)			(0.1)		(0.2)

Operating loss	(0.2)		(0.3)			(0.3)		(0.3)
Tax credit	0.1		0.1			0.1		0.1
Net loss	$	(0.1)	$	(0.2)		$	(0.2)	$	(0.2)

11. Discontinued Operations (continued)

The assets and liabilities classified as held-for-sale related to discontinued operations were as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	3.7	$	3.3
Accounts and other receivables	2.1		2.3
Current assets	5.8		5.6

Right-of-use-assets	1.7		2.1
Held-for-sale assets	$	7.5	$	7.7

Held-for-sale liabilities
Accounts payable	$	0.7	$	0.9
Accrued liabilities	0.3		0.4
Other liabilities	2.4		2.6

Held-for-sale liabilities	$	3.4	$	3.9

There was $0.1m of capital expenditure in the second half of 2024 (2023: none), there was no depreciation and amortization or any other significant non-cash items.

12. Held-for-sale assets and liabilities

The total assets and liabilities classified as held-for-sale, including those that qualify as discontinued operations are as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	12.3	$	3.3
Accounts and other receivables	8.2		2.3
Current assets	20.5		5.6

Property, plant and equipment	1.2		1.2
Right-of-use-assets	1.7		2.1
Non-current assets	2.9		3.3

Total held-for-sale assets	$	23.4	$	8.9

Held-for-sale liabilities
Accounts payable	2.9		0.9
Accrued liabilities	2.9		0.4
Other liabilities	3.6		2.6
Held-for-sale liabilities	$	9.4	$	3.9

As a result of the Company’s strategic review process announced in October 2023, the Company concluded that its Graphic Arts business no longer aligns with the Company’s overall business and value proposition. In 2024, the Company initiated a sale process for its Graphic Arts business with the intention of divesting this business in 2024.

In the second quarter of 2024, the company recognized a $7.5 million loss on held-for-sale asset group recognized in continuing operations, relating to our Graphic Arts segment to reflect the the fair value of Graphic Arts. A $1.4 million accrual, also recognized within acquisition and disposal related costs in the Income Statement, has been recognized for expected costs in relation to professional fees in relation to the planned divestiture of the Graphic Arts segment.

In accordance with ASC 205-20 and ASC 360-10, our Graphic Arts business is classified as held-for-sale at June 30, 2024, however the business does not meet the criteria to be classified as a discontinued operation.

13. Share Plans

Total share-based compensation expense for the quarters ended June 30, 2024, and July 2, 2023, was as follows:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023



Total share-based compensation charges	$	0.8	$	0.7	$	1.4	$	1.3

In March 2024, we issued our annual share-based compensation grants under the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan. The total number of awards issued was approximately 155,000 and the weighted average fair value of options granted in 2024 was estimated to be $10.44 per share.

In June 2024, we issued our annual share-based compensation grants under the Luxfer Holdings PLC Non-Executive Directors' Equity Incentive Plan. The total number of awards issued was 47,012 and the weighted-average fair value of options granted was estimated to be $10.53 per share.

The following table illustrates the assumptions used in deriving the fair value of share options granted during 2024 and the year-ended December 31, 2023:


	2024	2023
Dividend yield (%)	3.15 - 3.32	3.15 - 3.32
Expected volatility range (%)	31.54 - 43.49	31.54 - 43.49
Risk-free interest rate (%)	3.67 - 5.16	3.67 - 5.16
Expected life of share options range (years)	1.00 - 4.00	1.00 - 4.00
Forfeiture rate (%)	5.00	5.00
Weighted average exercise price ($)	$1.00	$1.00
Model used	Black-Scholes & Monte-Carlo	Black-Scholes & Monte-Carlo

The expected life of the share options is based on historical data and current expectations, and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.

14. Shareholders' Equity

Dividends paid and proposed


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Dividends declared and paid / accrued during the year:
Interim dividend declared January 3, 2023 and paid February 1, 2023 ($0.130 per ordinary share)	$	—	$	—	$	—	$	3.5
Interim dividend declared April 3, 2023 and paid May 3, 2023 ($0.130 per ordinary share)	—		3.5		—		3.5
Interim dividend declared June 29, 2023 and paid August 2, 2023 ($0.130 per ordinary share)	—		3.5		—		3.5
Interim dividend declared January 19, 2024 and paid February 7, 2024 ($0.130 per ordinary share)	—		—		3.5		—
Interim dividend declared April 9, 2024 and paid May 8, 2024 ($0.130 per ordinary share)	3.5		—		3.5		—


	$	3.5	$	7.0	$	7.0	$	10.5


In millions	2024		2023
Dividends declared and paid after the quarter end (not recognized as a liability at the quarter end):
Interim dividend declared July 8, 2024 and paid August 7, 2024 ($0.130 per ordinary share)	$	3.5	$	—
	$	3.5	$	—

15. Segmental Information

We classify our operations into business segments, based primarily on shared economic characteristics for the nature of the products and services; the nature of the production processes; the type or class of customer for their products and services; the methods used to distribute their products or provide their services; and the nature of the regulatory environment. The Company has five identified business units, which aggregate into three reportable segments within continuing operations, and one within discontinued operations. Luxfer Gas Cylinders forms the Gas Cylinders segment, and Luxfer MEL Technologies and Luxfer Magtech aggregate into the Elektron segment. As of December 31, 2023, it was determined that the Luxfer Graphic Arts reporting segment no longer met the criteria, specifically, similar economic characteristics, to be aggregated within the Elektron segment for 2023. As a result, Luxfer Graphic Arts has been disaggregated from the Elektron segment and is being reported separately as the Graphic Arts segment. The Elektron segment's results for 2023 have been adjusted to exclude Graphic Arts' results. Our Superform business unit used to aggregate into the Gas Cylinders segment but is now recognized within discontinued operations. A summary of the operations of the segments within continuing operations is provided below:

Gas Cylinders segment

Our Gas Cylinders segment manufactures and markets specialized highly-engineered cylinders, using composites and aluminum alloys, including pressurized cylinders for use in various applications including self-contained breathing apparatus ('SCBA') for firefighters, containment of oxygen and other medical gases for healthcare, alternative fuel ('AF') vehicles, and general industrial applications.

Elektron segment Our Elektron segment focuses on specialty materials based primarily on magnesium and zirconium, with key product lines including advanced lightweight magnesium alloys with a variety of uses across a variety of industries; magnesium powders for use in countermeasure flares, as well as heater meals; and high-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advances ceramics, fiber-optic fuel cells, and many other performance products.

Graphic Arts segment

Our Graphic Arts segment provides a full range of pre-sensitized magnesium, copper and zinc plates, along with associated chemicals, for the production of foil-stamping and embossing dies. In addition, non-sensitized polished brass and magnesium plates are also manufactured for computer numerical control ('CNC') engraving. The segment also advises on turnkey engraving operations, complete with etching machines, computer-to-plate ('CtP') machines, exposure units and film setters.

Other

Other, as used below, primarily represents unallocated corporate expense and includes non-service related defined benefit pension credit / charge.

Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated by the chief operating decision maker, the CEO, who is responsible for allocating resources and assessing performance of the operating segments, using adjusted EBITA(1) and adjusted EBITDA, which is defined as segment income, and is based on operating income adjusted for share-based compensation charges; restructuring charges; acquisitions and disposals costs; and depreciation and amortization.

Unallocated assets and liabilities include those which are held on behalf of the Company and cannot be allocated to a segment, such as taxation, investments, cash, retirement benefits obligations, bank and other loans and holding company assets and liabilities.

Financial information by reportable segment for the Second Quarter and first half ended June 30, 2024, and July 2, 2023, is included in the following summary:


	Net sales								Adjusted EBITDA
	Second Quarter				Year-to-date				Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	49.8	$	48.5	$	95.2	$	90.0	$	4.9	$	4.9	$	9.0	$	7.4
Elektron segment	42.0		53.0		79.7		105.4		12.4		9.5		18.8		19.0
Graphic Arts segment	7.9		8.9		14.2		16.3		0.1		—		(1.6)		(0.7)
Consolidated	$	99.7	$	110.4	$	189.1	$	211.7	$	17.4	$	14.4	$	26.2	$	25.7

(1) Adjusted EBITA is adjusted EBITDA less depreciation and loss on disposal of property, plant and equipment.

15. Segmental Information (continued)


	Depreciation and amortization								Restructuring charges
	Second Quarter				Year-to-date				Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	0.9	$	1.0	$	1.7	$	2.1	$	1.1	$	2.5	$	1.6	$	2.8
Elektron segment	1.6		1.8		3.2		3.5		—		—		0.2		—
Graphic Arts segment	—		0.5		—		1.0		—		—		—		—
Consolidated	$	2.5	$	3.3	$	4.9	$	6.6	$	1.1	$	2.5	$	1.8	$	2.8


	Total assets				Capital expenditures
	June 30,		December 31,		Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	136.7	$	131.0	$	1.3	$	0.3	$	2.1	$	0.6
Elektron segment	167.7		162.4		1.4		2.3		2.1		3.9
Graphic Arts segment	14.7		19.6		0.1		0.4		0.1		0.5
Other	53.2		51.3		—		—		—		—
Discontinued operations	7.5		7.8		—		0.2		—		0.1
Consolidated	$	379.8	$	372.1	$	2.8	$	3.2	$	4.3	$	5.1


	Property, plant and equipment, net
	June 30,		December 31,
In millions	2024		2023
U.S.	$	26.8	$	26.8
United Kingdom	32.0		32.8
Canada	3.0		2.9
Rest of Europe	1.0		1.0
Asia Pacific	0.3		0.3
	$	63.1	$	63.8

The following table presents a reconciliation of Adjusted EBITDA to net income before income taxes, from continuing operations:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Adjusted EBITDA	$	17.4	$	14.4	$	26.2	$	25.7
Other share-based compensation charges	(0.8)		(0.7)		(1.4)		(1.3)

Depreciation and amortization	(2.5)		(3.3)		(4.9)		(6.6)


Restructuring charges	(1.1)		(2.5)		(1.8)		(2.8)

Acquisition and disposal related costs	(9.2)		—		(9.4)		—


Defined benefits pension credit / (charge)	0.2		0.6		0.5		(8.3)

Interest expense, net	(1.3)		(1.8)		(2.7)		(3.1)

Net income before income taxes from continuing operations	$	2.7	$	6.7	$	6.5	$	3.6

15. Segmental Information (continued)

The following tables present certain geographic information by geographic region for the Second Quarter ended June 30, 2024, and July 2, 2023:


	Net Sales(1)
	Second Quarter								Year-to-date
	2024				2023				2024				2023
	$M		Percent		$M		Percent		$M		Percent		$M		Percent
United States	$	57.3	57.6	%	$	67.8	61.5	%	$	110.5	58.4	%	$	125.5	59.3	%
Germany	7.2		7.2	%	3.8		3.4	%	12.6		6.7	%	10.1		4.8	%
United Kingdom	6.3		6.3	%	5.2		4.7	%	10.6		5.6	%	10.8		5.1	%
Japan	5.0		5.0	%	6.3		5.7	%	9.0		4.8	%	10.8		5.1	%
Canada	2.8		2.8	%	3.4		3.1	%	6.5		3.4	%	5.2		2.5	%
Top five countries	78.6		78.9	%	86.5		78.4	%	149.2		78.9	%	162.4		76.7	%
Rest of Europe	12.3		12.3	%	11.7		10.6	%	24.4		13.0	%	24.7		11.7	%
Asia Pacific	6.7		6.7	%	8.3		7.5	%	10.3		5.4	%	17.3		8.2	%
Other (2)	2.1		2.1	%	3.9		3.5	%	5.2		2.7	%	7.3		3.4	%
	$	99.7			$	110.4			$	189.1			$	211.7

(1) Net sales are based on the geographic destination of sale.

(2) Other includes South America, Latin America and Africa.

16. Commitments and Contingencies

Committed and uncommitted banking facilities

The Company had committed banking facilities of $125.0 million at June 30, 2024 and December 31, 2023. Of these committed facilities, $49.3 million was drawn at June 30, 2024 and $43.1 million at December 31, 2023. The Company also had an additional $25.0 million of uncommitted facilities through an accordion provision at June 30, 2024 and December 31, 2023.


	Uncommitted Facilities
	June 30, 2024				December 31, 2023
	Facility		Drawn		Facility		Drawn
Bond and Guarantees	$	0.6	$	0.1	$	0.6	$	0.2
Letters of Credit	$	4.0	$	2.2	$	4.0	$	2.2
Overdraft	$	7.8	$	0.2	$	7.8	$	4.6
	$	12.4	$	2.5	$	12.4	$	7.0

Contingencies

In November 2018, an alleged explosion occurred at a third-party waste disposal and treatment site in Grand View, Idaho, reportedly causing property damage, personal injury, and one fatality. The Company had contracted with a service company for removal and disposal of certain waste resulting from the magnesium powder manufacturing operations at the Reade facility in Manchester, New Jersey. The Company believes this service company, in turn, contracted with the third-party disposal company, at whose facility the explosion occurred, for treatment and disposal of the waste. In November 2020, we were named as a defendant in three lawsuits in relation to the incident – one by the third-party disposal company, one by the estate of the decedent, and one by an injured employee of the third-party disposal company. The three lawsuits were administratively consolidated and, to date, two lawsuits remain ongoing. The Company believes that we are not liable for the incident, have asserted such, and, in conjunction with our insurers, continue to fully defend the Company against these lawsuits. Therefore, we do not currently expect any eventual outcome in these matters to have a material impact on the Company's financial position or results of operations.

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed US Ecology case are covered by insurance. The Company recognized $5.1 million and $5.3 million in the second quarter and first half, respectively, of 2024, in relation to recovery of these costs previously incurred by the Company. The Company received $4.5 million in the first half of 2024 with a further $0.8 million received in July 2024.

The Company are still in negotiations with the insurance company with regard to final payment of litigation costs. We are unable to reliably estimate the recoverable amount, and given the uncertainty, we have not recognized anything additional to amounts received.

17. Pension Settlement

In the first quarter of 2023, there was a $9.2 million charge in relation to the sale of the U.S. pension plan liability to an insurer, which included $2.3 million cash and $6.9 million in relation to the derecognition of the U.S. pension liability and reallocation of accumulated actuarial losses from other comprehensive income. This was partially offset by a $0.3 million defined benefit credit on the U.K. pension plan.

18. Subsequent Events

Other than those disclosed elsewhere in the note to the financial statements, no material subsequent events to report.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Information regarding forward-looking statements

This Interim Report on Form 10-Q contains certain statements, statistics and projections that are, or may be, forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The accuracy and completeness of all such statements, including, without limitation, statements regarding our future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as "believes," "intends," "expects," "anticipates," "estimates," "may," "will," "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified in "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," or elsewhere in this Interim Report, as well as:

•general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;

•worldwide economic and business conditions and conditions in the industries in which we operate;

•our ability to execute a turnaround plan in our Graphic Arts business to safeguard revenues and reduce costs;

•post-pandemic impact of COVID-19 and future pandemics;

•fluctuations in the cost and / or availability of raw materials, labor and energy, as well as our ability to pass on cost increases to customers;

•currency fluctuations and other financial risks;

•our ability to protect our intellectual property;

•the amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;

•relationships with our customers and suppliers;

•increased competition from other companies in the industries in which we operate;

•changing technology;

•our ability to execute and integrate new acquisitions;

•claims for personal injury, death or property damage arising from the use of products produced by us;

•the occurrence of accidents or other interruptions to our production processes;

•changes in our business strategy or development plans, and our expected level of capital expenditure;

•our ability to attract and retain qualified personnel;

•restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;

•climate change regulations and the potential impact on energy costs;

•regulatory, environmental, legislative and judicial developments; and

•our intention to pay dividends.

Please read the sections "Business" and "Risk factors" included within the 2023 Annual Report on Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Risk factors" of this Interim Report on Form 10-Q for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.

About Luxfer

Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") is a global industrial company innovating niche applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and general industrial applications.

Luxfer is a global industrial company innovating niche applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high-performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and general industrial applications.

Key trends and uncertainties regarding our existing business

Uncertainty of demand in certain end-markets

Macro-economic conditions have continued to impact our general industrial end-market with demand softening for our products across all segments. We have also experienced variability of demand for certain products in our defense, first response & healthcare end-market, particularly defense applications, including countermeasure flares and flameless ration heaters. We have been able to navigate these challenges through productivity and cost management initiatives resulting in improved margins. Legal recoveries and inventory management contributed to solid cash conversion and reduced net debt levels.

While the outlook remains uncertain there are some signs of recovery within the industrial and defense end-markets within our Elektron segment, which we are well-placed to capitalize on.

Operating objectives and trends

In 2024, we expect the following operating objectives and trends to impact our business:

•Addressing general macro uncertainty and building resilience into the outlook, especially in our General Industrial end-market;

•Execution of actions identified upon completion of the recently-announced expanded and accelerated strategic review, including the divestiture of Graphic Arts;

•Completion of long-term agreement renewals in Gas Cylinders enabling pass through of inflationary costs;

•Ongoing focus on cost control, new product launches and productivity improvements across the business;

•Execution of selected capital investment projects to support our strategy of profitable growth while maintaining our infrastructure;

•Continued emphasis on operating cash generation and maintaining strong working capital performance;

•Further improvements in ESG standing through focus on sustainability and on our values of teamworking and accountability; and

•Focus on recruiting, developing and maintaining talent, including our new leadership development programs, while driving a high-performance culture.

CONSOLIDATED RESULTS OF OPERATIONS

The consolidated results of operations for the second quarter of 2024 and 2023 of Luxfer were as follows:


	Second Quarter						% / point change
In millions	2024			2023				2024 v 2023
Net sales	$	99.7		$	110.4			(9.7)	%
Cost of goods sold	(77.7)			(86.2)				(9.9)	%
Gross profit	$	22.0		$	24.2			(9.1)	%
% of net sales	22.1		%	21.9		%		0.2
Selling, general and administrative expenses	(11.9)			(12.8)				(7.0)	%
% of net sales	11.9		%	11.6		%		0.3
Research and development	(1.1)			(1.0)				10.0	%
% of net sales	1.1		%	0.9		%		0.2
Restructuring charges	(1.1)			(2.5)				(56.0)	%
% of net sales	1.1		%	2.3		%		(1.2)


Acquisition and disposal related costs	(9.2)			—				n/a
% of net sales	9.2		%	—		%		9.2
Other income	5.1			—				n/a
% of net sales	(5.1)		%	—		%		(5.1)
Operating income	$	3.8		$	7.9			(51.9)	%
% of net sales	3.8		%	7.2		%		(3.4)
Net interest expense	(1.3)			(1.8)				(27.8)	%
% of net sales	1.3		%	1.6		%		(0.3)
Defined benefit pension credit	0.2			0.6				(66.7)	%
% of net sales	0.2		%	0.5		%		(0.3)
Income before income taxes	$	2.7		$	6.7			(59.7)	%
% of net sales	2.7		%	6.1		%		(3.4)
Provision for income taxes	(3.1)			(1.8)				72.2	%
Effective tax rate	114.8		%	26.9		%		87.9




Net (loss) / income from continuing activities	$	(0.4)		$	4.9			(108.2)	%
% of net sales	(0.4)		%	4.4		%		(4.8)

The consolidated results of operations for the first six months of 2024 and 2023 of Luxfer were as follows:


	Year-to-date						% / point change
In millions	2024			2023			2024 v 2023
Net sales	$	189.1		$	211.7		(10.7)	%
Cost of goods sold	(148.7)			(166.4)			(10.6)	%
Gross profit	40.4			45.3			(10.8)	%
% of net sales	21.4		%	21.4		%	—
Selling, general and administrative expenses	(23.5)			(25.3)			(7.1)	%
% of net sales	12.4		%	12.0		%	0.4
Research and development	(2.3)			(2.2)			4.5	%
% of net sales	1.2		%	1.0		%	0.2
Restructuring charges	(1.8)			(2.8)			(35.7)	%
% of net sales	1.0		%	1.3		%	(0.3)


Acquisition and disposal related costs	(9.4)			—			n/a
% of net sales	5.0		%	—		%	5.0
Other income	5.3			—			n/a
% of net sales	(2.8)		%	—		%	(2.8)
Operating income	$	8.7		$	15.0		(42.0)	%
% of net sales	4.6		%	7.1		%	(2.5)
Net interest expense	(2.7)			(3.1)			(12.9)	%
% of net sales	1.4		%	1.5		%	(0.1)
Defined benefit pension credit / (charge)	0.5			(8.3)			n/a
% of net sales	0.3		%	(3.9)		%	4.2
Income from continuing operations	$	6.5		$	3.6		80.6	%
% of net sales	3.4		%	1.7		%	1.7
(Provision) / credit for income taxes	(4.1)			1.8			n/a
Effective tax rate	63.1		%	(50.0)		%	n/a




Net income from continuing operations	$	2.4		$	5.4		(55.6)	%
% of net sales	1.3		%	2.6		%	(1.3)

Net sales

Adjusting for a foreign exchange headwind of $0.3 million and a tailwind of $0.4 million in the Second Quarter and first six months of 2024, respectively, net sales have decreased by 9.4% and 10.9% respectively.

Revenue was negatively impacted in the quarter from:

•Decreased demand for photo-engraving plates, particularly outside the North American market due to competitive pressure from increased raw material costs;

•Subdued sales of magnesium alloys, especially those used in aerospace and automotive applications;

•Reduction in sales of magnesium powders for both commercial and military use;

•Significant decrease in MRE and chemical response kit sales in our Magtech division; and

•Lower sales for our AF cylinders, off the back of strong comparative performance, coupled with weaker demand for our industrial cylinders.

These decreases were partially offset by:

•Increased sales of SCBA cylinders;

•Improved sales of SoluMag® in the Oil and Gas industry;

Further to the above, the first six months of the year were also affected by:

•Strong performance for our AF cylinders in the first quarter;

Gross profit

The 0.2 percentage point increase in gross profit as a percentage of sales in the second quarter of 2024 from 2023 was primarily the result of contract renegotiation and manufacturing efficiencies having a positive impact on margins within the Gas Cylinders and Elektron Divisions respectively. This has been partially offset by adverse volume and mix. Gross profit as a percentage of sales for the first half of 2024 remained flat against the first half of 2023 with contract renegotiations and manufacturing efficiencies being offset by adverse volume and mix..

Selling, general and administrative expenses ("SG&A")

SG&A costs as a percentage of sales in 2024 from 2023 has increased by 0.3 percentage points and 0.4 percentage points in the quarter and first six months respectively, primarily due to reduced revenue. SG&A costs in the second quarter and first half of 2024 have actually decreased by 7.0% and 7.1%, respectively, compared to the same periods in 2023. The SG&A costs in 2023 included $1.2 million and $2.3 million, respectively, in legal fees which did not re-occur in 2024, these predominantly related to the case described in Note 16 - Commitments and Contingencies.

Research and development costs

Research and development costs as a percentage of sales increased by 0.2 percentage points in the second quarter and first six months of 2024 respectively. The slight increase is a result of the reduction in sales as absolute expenditures remained relatively flat.

Restructuring charges

The $1.1 million and $1.8 million restructuring charge in the second quarter and first six months respectively of 2024 predominantly relates to the execution of cost savings initiatives affecting our North American Gas Cylinders business. This amounted to $0.6 million and $1.0 million in the second quarter and first six months of the year respectively. There was a further $0.5 million and $0.6 million in the second quarter and first six months of the year primarily relating to site clean-up costs associated with the closure of Luxfer Gas Cylinders France, which ceased operations in 2019. Additionally, there were clean-up costs of $0.2 million in the first six months of the year within our Elektron Division relating to the consolidation of production facilities in the Magnesium Powders operations.

The $2.5 million and $2.8 million restructuring charge in the second quarter and first six months of 2023 relates predominantly to asset impairments in relation to rationalization of our North American Gas Cylinders businesses to reduce our fixed cost base. This amounted to $2.3 million in both the second quarter and first half of the year respectively. There was an additional $0.1 million and $0.4 million of other expenses in the second quarter and first half respectively, in relation to the aforementioned rationalization.

Acquisition and disposal related costs

Acquisition and disposal related costs of $9.2 million and $9.4 million in the second quarter and first six months respectively of 2024 were incurred in relation to the divestiture of our Graphic Arts segment. $7.5 million represents a loss on held-for-sale asset group and $1.7 million and $1.9 million respectively, represents professional fees incurred and accrued in relation to the planned divestiture of the Graphic Arts segment. No acquisition and disposal related costs were incurred during 2023.

Other Income

Other Income of $5.3 million and $5.1 million in the second quarter and first six months of 2024 relate to the recovery of legal costs from our insurer related to the previously disclosed US Ecology case.

Net Interest Expense

Net interest expense of $1.3 million in the Second Quarter of 2024 decreased 27.8% from $1.8 million in the Second Quarter of 2023, due to a decrease in drawings. Interest expense of $2.7 million in the first six months of 2024 was also lower than the $3.1 million in the first six months of 2023.

Defined benefit pension credit

There was a defined benefit credit of $0.2 million and $0.5 million in the second quarter and first six months respectively for the U.K. plan, consistent with 2023. 2023 was also impacted by the sale of the U.S. pension plan liability to an insurer, which included $2.3 million cash and $6.9 million in relation to the derecognition of the U.S. pension liability and reallocation of accumulated actuarial losses from other comprehensive income. In the second quarter of 2023, we received a $0.2 million contribution refund, resulting in a net cash outflow of $2.1 million and a half year charge of $9.0 million.

Provision for income taxes

The movement in the year to date statutory effective tax rate from negative 50.0% in 2023, to 63.1% in 2024, was primarily due to non-deductible expenses and deferred tax credit, predominantly in relation to the previously mentioned pension buy-out and impairment charges. When stripping out the impact of this, as well as other less significant adjusting items, the adjusted effective tax rate has increased to 23.7% in 2024 from 22.0% in 2023, largely as a result of the statutory tax rate increase in the U.K. from 19% to 25%, which came into effect in April 2023.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

The following tables of non-GAAP summary financial data presents a reconciliation of net income from continuing operations and diluted earnings per ordinary share from continuing operations to adjusted net income from continuing operations, adjusted EBITA from continuing operations, adjusted income from continuing operations before income taxes, adjusted EBITDA from continuing operations, adjusted earnings per ordinary share from continuing operations, adjusted provision for income taxes and adjusted effective tax rate from continuing operations, for the periods presented, being the most comparable GAAP measures. Management believes that adjusted net income, adjusted earnings per share, adjusted EBITA and adjusted EBITDA are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. In addition, Luxfer's CEO and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider adjusted net income from continuing operations, adjusted earnings per share from continuing operations, adjusted EBITA from continuing operations and adjusted EBITDA from continuing operations in isolation as an alternative to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability. In 2024, the Company initiated a process to divest the Graphic Arts business. While Graphic Arts does not meet the 'strategic shift' criteria outlined in ASC 205-20 for it to be classified as a discontinued operation, we believe that given the expectation that divestiture will be completed in the current year, it is appropriate in the the tables below to separate out the results of Graphic Arts in order to provide a more complete financial summary for the period.


	Second Quarter
In millions except per share data	2024						2023
	Continuing operations		Graphic Arts		Adjusted Total		Continuing operations		Graphic Arts		Adjusted Total
Net (loss) / income	$	(0.4)	$	(9.0)	$	8.6	$	4.9	(0.5)		$	5.4
Accounting charges relating to acquisitions and disposals of businesses:

Amortization on acquired intangibles	0.2		—		0.2		0.2		—		0.2
Acquisition and disposal related charge	9.2		9.1		0.1		—		—		—
Defined benefit pension credit	(0.2)		—		(0.2)		(0.6)		—		(0.6)
Restructuring charge	1.1		—		1.1		2.5		—		2.5


Share-based compensation charge	0.8		0.1		0.7		0.7		—		0.7


Income tax on adjusted items	(0.2)		(0.1)		(0.1)		(0.3)		—		(0.3)
Adjusted net income / (loss)	$	10.5	$	0.1	$	10.4	$	7.4	$	(0.5)	$	7.9
Adjusted earnings / (loss) per ordinary share (1)
Diluted (loss) / earnings per ordinary share	$	(0.01)	$	(0.33)	$	0.32	$	0.18	$	(0.02)	$	0.20
Impact of adjusted items	0.40		0.33		0.07		0.09		—		0.09
Adjusted diluted earnings / (loss) per ordinary share	$	0.39	$	—	$	0.39	$	0.27	$	(0.02)	$	0.29


	Year-to-date
In millions except per share data	2024						2023
	Continuing operations		Graphic Arts		Adjusted Total		Continuing operations		Graphic Arts		Adjusted Total
Net income / (loss)	$	2.4	$	(10.6)	$	13.0	$	5.4	(1.5)		$	6.9
Accounting charges relating to acquisitions and disposals of businesses:

Amortization on acquired intangibles	0.4		—		0.4		0.4		—		0.4
Acquisition and disposal related charge	9.4		9.3		0.1		—		—		—
Defined benefit pension (credit) / charge	(0.5)		—		(0.5)		8.3		—		8.3
Restructuring charge	1.8		—		1.8		2.8		—		2.8


Share-based compensation charge	1.4		0.2		1.2		1.3		—		1.3
Tax impact of defined benefit settlement	—		—		—		(4.9)		—		(4.9)

Income tax on adjusted items	(0.4)		(0.1)		(0.3)		(0.5)		—		(0.5)
Adjusted net income / (loss)	$	14.5	$	(1.2)	$	15.7	$	12.8	$	(1.5)	$	14.3
Adjusted earnings / (loss) per ordinary share (1)
Diluted earnings / (loss) per ordinary share	$	0.09	$	(0.39)	$	0.48	$	0.20	$	(0.06)	$	0.25
Impact of adjusted items	0.45		0.35		0.10		0.27		—		0.28
Adjusted diluted earnings / (loss) per ordinary share	$	0.54	$	(0.04)	$	0.58	$	0.47	$	(0.06)	$	0.53

(1) For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares outstanding during the financial year has been adjusted for the dilutive effects of all potential ordinary shares and share options granted to employees, except where there is a loss in the period, then no adjustment is made.


	Second Quarter
In millions except per share data	2024						2023
	Continuing operations		Graphic Arts		Adjusted Total		Continuing operations		Graphic Arts		Adjusted Total
Adjusted net income from continuing operations	$	10.5	$	0.1	$	10.4	$	7.4	$	(0.5)	$	7.9
Add back:
Income tax on adjusted items	0.2		0.1		0.1		0.3		—		0.3
Provision / (credit) for income taxes	3.1		(0.1)		3.2		1.8		—		1.8

Net finance costs	1.3		—		1.3		1.8		—		1.8
Adjusted EBITA	15.1		0.1		15.0		11.3		(0.5)		11.8

Depreciation	2.3		—		2.3		3.1		0.5		2.6
Adjusted EBITDA	17.4		0.1		17.3		14.4		—		14.4


	Year-to-date
In millions except per share data	2024						2023
	Continuing operations		Graphic Arts		Adjusted Total		Continuing operations		Graphic Arts		Adjusted Total
Adjusted net income from continuing operations	$	14.5	$	(1.2)	$	15.7	$	12.8	$	(1.5)	$	14.3
Add back:
Income tax on adjusted items	0.4		0.1		0.3		0.5		—		0.5
Provision / (credit) for income taxes	4.1		(0.5)		4.6		(1.8)		(0.2)		(1.6)
Tax impact of defined benefit pension settlement	—		—		—		4.9		—		4.9
Net finance costs	2.7		—		2.7		3.1		—		3.1
Adjusted EBITA	21.7		(1.6)		23.3		19.5		(1.7)		21.2

Depreciation	4.5		—		4.5		6.2		1.0		5.2
Adjusted EBITDA	26.2		(1.6)		27.8		25.7		(0.7)		26.4

The following table presents a reconciliation for the adjusted effective tax rate, adjusted income before income taxes and adjusted provision for income taxes all of which are non-GAAP measures that management believes are KPIs used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results.


	Second Quarter
In millions except per share data	2024									2023
	Continuing operations			Graphic Arts			Adjusted Total			Continuing operations			Graphic Arts			Adjusted Total
Adjusted net income / (loss) from continuing operations	$	10.5		$	0.1		$	10.4		$	7.4		$	(0.5)		$	7.9
Add back:
Income tax on adjusted items	0.2			0.1			0.1			0.3			—			0.3

Provision / (credit) for income taxes	3.1			(0.1)			3.2			1.8			—			1.8
Adjusted income / (loss) from continuing operations before income taxes	13.8			0.1			13.7			9.5			(0.5)			10.0
Adjusted provision for income taxes	3.3			—			3.3			2.1			—			2.1
Adjusted effective tax rate from continuing operations	23.9		%	—		%	24.1		%	22.1		%	—		%	21.0		%


	Year-to-date
In millions except per share data	2024									2023
	Continuing operations			Graphic Arts			Adjusted Total			Continuing operations			Graphic Arts			Adjusted Total
Adjusted net income / (loss) from continuing operations	$	14.5		$	(1.2)		$	15.7		$	12.8		$	(1.5)		$	14.3
Add back:
Income tax on adjusted items	0.4			0.1			0.3			0.5			—			0.5
Tax impact of defined benefit pension settlement	—			—			—			4.9			—			4.9
Provision / (credit) for income taxes	4.1			(0.5)			4.6			(1.8)			(0.2)			(1.6)
Adjusted income / (loss) from continuing operations before income taxes	19.0			(1.6)			20.6			16.4			(1.7)			18.1
Adjusted provision / (credit) for income taxes	4.5			(0.4)			4.9			3.6			(0.2)			3.8
Adjusted effective tax rate from continuing operations	23.7		%	25.0		%	23.8		%	22.0		%	11.8		%	21.0		%

SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of each of our three reportable segments (Gas Cylinders, Elektron and Graphic Arts). The three segments comprise various product offerings that serve multiple end-markets.

During 2023, the Graphic Arts reporting segment has been disaggregated from the Elektron segment and is being reported separately as the Graphic Arts segment. The Elektron segment's results for 2023 has been adjusted to strip out Graphic Arts' results.

Adjusted EBITDA represents operating income adjusted for share based compensation charges; restructuring charges; acquisition and disposal related gains and costs; depreciation and amortization. A reconciliation to net income and taxes can be found in Note 15 to the condensed consolidated financial statements.

GAS CYLINDERS

The net sales and adjusted EBITDA for Gas Cylinders were as follows:


	Second Quarter						% / point change	Year-to-date						% / point change
In millions	2024			2023			2024 v 2023	2024			2023			2024 v 2023
Net sales	$	49.8		$	48.5		2.7%	$	95.2		$	90.0		5.8%
Adjusted EBITDA	4.9			4.9			—%	9.0			7.4			21.6%
% of net sales	9.8		%	10.1		%	(0.3)	9.5		%	8.2		%	1.3

Net sales

The 2.7% increase in Gas Cylinders sales in the second quarter of 2024 from 2023 was primarily the result of increased sales of SCBA cylinders which benefited from pricing agreed through contract renegotiation. These increases have been partially offset by reduced sales of industrial and alternative fuel cylinders.

The 5.8% increase in sales for the first six months of the year was primarily the benefit from renegotiated contracts, which previously constrained inflationary cost pass through in the first six months of 2023. These increases have been partially offset by reduced sales of aluminum cylinders used in our general industrial end market.

Adjusted EBITDA

The 0.3 percentage point decrease in adjusted EBITDA for Gas Cylinders as a percentage of net sales in the second quarter of 2024 relative to 2023 is predominantly the result of adverse sales mix and productivity partially offset by pricing improvements from new sales contracts . For the first six months there has been a 1.3 percentage point increase in adjusted EBITDA primarily due to the impact of new sales contracts, partially offset by adverse productivity, volume and mix.

ELEKTRON

The net sales and adjusted EBITDA for Elektron were as follows:


	Second Quarter						% / point change	Year-to-date						% / point change
In millions	2024			2023			2024 v 2023	2024			2023			2024 v 2023
Net sales	$	42.0		$	53.0		(20.8)%	$	79.7		$	105.4		(24.4)%
Adjusted EBITDA	12.4			9.5			30.5%	18.8			19.0			(1.1)%
% of net sales	29.5		%	17.9		%	11.6	23.6		%	18.0		%	5.6

Net sales

The 20.8% and 24.4% decrease in Elektron sales in the second quarter and first six months of 2024 from 2023 was primarily the result of:

•Subdued sales of magnesium alloys, especially those used in aerospace and automotive applications;

•Reduction in sales of magnesium powders for both commercial and defense; and

•Significant decrease in sales of MRE and chemical response kits in our Magtech division compared to an unusually strong prior year quarter;

These decreases were partially offset by increased sales of SoluMag® in the Oil and Gas industry.

Adjusted EBITDA

The 11.6 and 5.6 percentage point increase in adjusted EBITDA for Elektron as a percentage of net sales in the second quarter and first six months respectively of 2024 from 2023 was a result of the net recovery from the previously disclosed US Ecology case in 2024 of $5.1 million and $5.3 million, compared to the net cost of $1.2 million and $2.3 million in 2023.This was partially offset by adverse movement in volume and mix and $0.8m unfavorable FX in the first six months of 2024.

GRAPHIC ARTS

The net sales and adjusted EBITDA for Graphic Arts were as follows:


	Second Quarter						% / point change	Year-to-date						% / point change
In millions	2024			2023			2024 v 2023	2024			2023			2024 v 2023
Net sales	$	7.9		$	8.9		(11.2)%	$	14.2		$	16.3		(12.9)%
Adjusted EBITDA	0.1			—			n/a	(1.6)			(0.7)			128.6%
% of net sales	1.3		%	—		%	1.3	(11.3)		%	(4.3)		%	(7.0)

Net sales

The 11.2% decrease in Graphic Arts sales in the second quarter of 2024 from 2023 was primarily the result of decreased demand for photo-engraving plates, particularly outside the North American market.

Adjusted EBITDA

Graphic Arts made a small, positive EBITDA of $0.1 million for the second quarter of 2024, compared to breaking even in the second quarter of 2023. For the first six months of 2024 there was an increased EBITDA loss of $1.6 million, compared to a $0.7 million loss in the first six months of 2023, the reason being the result of lower volumes coupled with elevated cost of magnesium, linked to historic purchases. Given recent reductions in the magnesium purchase price, material cost is expected to reduce as we progress through the current year, consistent with the sequential improvement in adjusted EBITDA in the second quarter of 2024.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity requirements arise primarily from obligations under our indebtedness, capital expenditures, acquisitions, the funding of working capital and the funding of hedging facilities to manage foreign exchange and commodity purchase price risks. We meet these requirements primarily through cash flows from operating activities, cash deposits and borrowings under the Revolving Credit Facility and accompanying ancillary hedging facilities and the Loan Note due in 2026. Our principal liquidity needs are:

•funding acquisitions, including deferred contingent consideration payments;

•capital expenditure requirements;

•payment of shareholder dividends;

•servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement;

•working capital requirements, particularly in the short term as we aim to achieve organic sales growth; and

•hedging facilities used to manage our foreign exchange risks and aluminum purchase price risks.

We believe that, in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales. Also, our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.

We have been in compliance with the covenants under the Loan Notes and the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to June 30, 2024.

Luxfer conducts all of its operations through its subsidiaries, joint ventures and affiliates. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.

Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee that we will generate sufficient cash flows from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.

Cash Flows

Operating activities

Cash generated by operating activities was $12.5 million inflow and $1.3 million outflow for the first six months in 2024 and 2023 respectively. It was primarily related to net income from operating activities, net decreases in working capital, and net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit; loss on held-for-sale asset group and net changes to assets and liabilities. Cash flow was impacted by the $4.5 million receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case, the first six months in 2023 had an equivalent outflow of $2.3 million. Also impacting the 2023 cash flow was the $2.1 million contribution the Company made in relation to the sale of the U.S. pension plan to an insurer.

Investing activities

Net cash used by investing activities was $4.1 million for the first six months of 2024, compared to net cash used by investing activities of $4.9 million in 2023, as a result of reduced capital expenditure in the quarter.

Financing activities

In the first six months of 2024, net cash used by financing activities was $6.3 million, (2023: $1.2 million provided by financing activities). We made a net drawdown on our banking facilities of $2.0 million, having drawn $6.4 million on our revolving credit facility and paid back $4.4 million of short term debt (2023: $10.1 million drawdown). Dividend payments of $7.0 million (2022: $7.0 million), equating to $0.260 per ordinary share respectively and we paid out $0.3 million, (2023: $0.3 million) in settling share based compensation and $1.0 million, (2023: $1.6 million) in repurchasing our own shares as part of the share buyback program which equates to approximately 100,000 shares (2023: 100,000 shares).

Capital Resources

Dividends

We paid year-to-date dividends in 2024 of $7.0 million and declared an additional $3.5 million (2023: $10.5 million declared year-to-date and $7.0 million paid year-to-date), or $0.260 per ordinary share (2023: $0.260).

Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and IFRS as adopted by the E.U., which differ in some respects from GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.

Authorized shares

Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share.

Contractual obligations

The following summarizes our significant contractual obligations that impact our liquidity:


	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		3 – 5 years		After 5 years
	(in $ million)
Contractual cash obligations

Loan Notes due 2026	25.0		—		25.0		—		—
Revolving credit facility	49.3		—		49.3		—		—
Overdraft facility	0.2		0.2		—		—		—
Obligations under operating leases	22.8		4.5		7.6		2.4		8.3
Capital commitments	2.3		2.3		—		—		—
Interest payments	11.3		4.7		6.6		—		—
Total contractual cash obligations	$	110.9	$	11.7	$	88.5	$	2.4	$	8.3

Off-balance sheet measures

At June 30, 2024, we had no off-balance sheet arrangements other than the bonding facilities disclosed in Note 16.

NEW ACCOUNTING STANDARDS

See Note 1 of the Notes to Condensed Consolidated Financial Statements for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future.

CRITICAL ACCOUNTING POLICIES

We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our 2023 Annual Report on Form 10K, filed with the SEC on February 27, 2024, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements.

Item 3. Quantitative and qualitative disclosures about market risk

There have been no material changes in our market risk during the first half ended June 30, 2024. For additional information, refer to Item 7A of our 2023 Annual Report on Form 10-K, filed with the SEC on February 27, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter ended March 31, 2024 ,pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the six months or quarter ended June 30, 2024, because of the material weakness described in Item 9A of the Form 10-K filed with the SEC on February 27, 2024 not having been fully remediated by the second quarter of 2024.

Ongoing Remediation of Material Weakness

During the first six months of 2024, we undertook efforts to develop and design enhanced risk assessment procedures to identify and analyze changes in the business that could have a significant impact on financial reporting and determine actions necessary to mitigate new or evolving risks. We have also implemented a new period-end control over the recording of inventory in-transit and enhanced other post-closing controls. However, the material weakness will not be considered fully remediated until management has operated the new risk assessment process for a sufficient period of time and have concluded, through testing, that these controls are operating effectively.

Notwithstanding the material weakness in internal control over financial reporting, management, including our Chief Executive Officer and our Chief Financial Officer, believes and has concluded that, the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

Other than the changes related to the ongoing remediation activities related to the material weakness noted above, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the six months or quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is a defendant in various lawsuits and is subject to various claims that arise in the normal course of business, the most significant of which are summarized in Note 16 (commitments and contingencies) to the consolidated financial statements in ITEM 1. In the opinion of management, the likelihood that the ultimate disposition of these matters will have a material adverse impact is remote.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A. of our 2023 Annual Report on Form 10-K filed with the SEC on February 27, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 5. Other Information

Director and Officer Trading Arrangements

None of Luxfer’s directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this Report.

Item 6. Exhibits

3.1 Articles of Association of Luxfer Holdings PLC, initially filed with the SEC on December 2, 2011 and as amended on May 22, 2018, May 15, 2019, and July 29, 2022 (filed herewith)

10.10 Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, as amended and restated on June 6, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-35370), filed with the Commission on June 11, 2024)

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith)

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith)

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS The financial statements from the Company’s Interim Report on Form 10-Q for the quarter ended June 30, 2024, formatted in inline XRBL: (i) Condensed Consolidated Statements of Income; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Changes in Equity; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. The instance document does not appear in the Interactive Data File because its XRBL tags are embedded within the Inline XRBL document

101.SCH Inline XRBL Taxonomy Extension Schema Document

101.CAL Inline XRBL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XRBL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XRBL Taxonomy Extension Label Linkbase Document

101.PRE Inline XRBL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XRBL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Luxfer Holdings plc

(Registrant)

/s/Andrew Butcher

Andrew Butcher

Chief Executive Officer

(Duly Authorized Officer)

July 30, 2024

Company Number 03690830 ARTICLES OF ASSOCIATION OF LUXFER HOLDINGS PLC (Adopted by Special Resolution passed on 8 June 2022 and effective as of 29 July 2022) INTERPRETATION 1. EXCLUSION OF OTHER REGULATIONS OR ARTICLES No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the company. 2. DEFINITIONS 2.1 In these articles unless the context otherwise requires: “address” includes a number or address used for the purposes of sending or receiving documents or information by electronic means; “these articles” means these articles of association as altered from time to time and the expression "this article" shall be construed accordingly; “the auditors” means the auditors from time to time of the company or, in the case of joint auditors, any one of them; “the board” means the board of directors from time to time of the company or the directors present at a meeting of the directors at which a quorum is present; “certificated share” means a share which is not an uncertificated share and references in these articles to a share being held in certificated form shall be construed accordingly; “chair” means the chair of the board from time to time; “clear days” in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect; “Companies Acts” means every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the company; “the holder” in relation to any shares means the person whose name is entered in the register as the holder of those shares; “member” means a member of the company; “office” means the registered office from time to time of the company; “Operator” means a person approved under the Uncertificated Securities Regulations 2001 as operator of a relevant system;

2 “ordinary shares” means ordinary shares of £0.50 each in the share capital of the company; “paid up” means paid up or credited as paid; “participating class” means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system; “person entitled by transmission” means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register; “register” means the register of members of the company; “relevant system” means a computer-based system which allows units of securities without written instruments to be transferred and endorsed pursuant to the uncertificated securities rules; “seal” means a common or official seal that the company may be permitted to have under the Companies Acts; “the secretary” means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the company and includes an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary; “uncertificated securities rules” means any provision of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision; “uncertificated share” means a share of a class which is at the relevant time a participating class, title to which is recorded on the register as being held in uncertificated form and references in these articles to a share being held in uncertificated form shall be construed accordingly; and “United Kingdom” means Great Britain and Northern Ireland. 2.2 References to a document being executed, signed or to signature include references to its being executed or signed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. 2.3 References to writing and to any form of written communication include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. 2.4 Words or expressions to which a particular meaning is given by the Companies Acts in force when these articles or any part of these articles are adopted bear (if not inconsistent with the subject matter or context) the same meaning in these articles or that part (as the case may be) save that the word “company” shall include any body corporate. 2.5 References to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person. 2.6 Headings are included only for convenience and shall not affect meaning.

3 3. LIMITED LIABILITY The liability of members of the company is limited to the amount, if any, unpaid on the shares in the company held by them. 4. CHANGE OF NAME The company may change its name by resolution of the board. SHARE CAPITAL 5. RIGHTS ATTACHED TO SHARES Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the board may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles. 6. REDEEMABLE SHARES Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued which is to be redeemed or is liable to be redeemed at the option of the company or the holder. The board may determine the terms, conditions, and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles. 7. VARIATION OF RIGHTS Subject to the provisions of the Companies Acts, all or any of the rights attached to any existing class of shares may from time to time (whether or not the company is being wound up) be varied either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of these articles as to general meetings of the company shall, with any necessary modifications, apply to any such separate general meeting, but so that the necessary quorum shall be two persons entitled to vote and holding or representing by proxy not less than one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares), (but so that at any adjourned meeting one holder entitled to vote and present in person or by proxy (whatever the number of shares held by such person) shall be a quorum), that every holder of shares of the class present in person or by proxy and entitled to vote shall be entitled on a poll to one vote for every share of the class held by such person (subject to any rights or restrictions attached to any class of shares) and that any holder of shares of the class present in person or by proxy and entitled to vote may demand a poll. The foregoing provisions of this article shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied. For the purposes of this article, where a person is present by proxy or proxies, such person is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights. 8. PART PASSU ISSUES The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pan passu with them.

4 9. SHARES Subject to the provisions of the Companies Acts, to the provisions of these articles and to any resolution passed by the company and without prejudice to any rights attached to existing shares, the board may offer, allot, grant options over or otherwise deal with or dispose of shares in the company, or grant rights to subscribe for or convert any securities into shares in the company, to such persons, at such times and for such consideration and upon such terms as the board may decide. 10. PAYMENT OF COMMISSION The company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other. 11. TRUSTS NOT RECOGNISED Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the company as holding any share upon any trust and the company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share or (except only as by these articles or by law otherwise provided) any other right in respect of any share other than an absolute right to the whole of the share in the holder. 12. SUSPENSION OF RIGHTS WHERE NON-DISCLOSURE OF INTEREST 12.1 Where the holder of any shares in the company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the company may give the holder of those shares a further notice (a “restriction notice”) to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other provision of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (c) of the definition of "relevant restrictions", the board may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice and to keep them in certificated form for as long as the board requires. The notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the notice, the board may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form. 12.2 If after the service of a restriction notice in respect of any shares the board is satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the company shall, within seven days, cancel the restriction notice. The company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm's length sale. 12.3 Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as such person may direct.

5 12.4 Any new shares in the company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the board may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued. 12.5 Any holder of shares on whom a restriction notice has been served may at any time request the company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the company shall give that information accordingly. 12.6 Where a person appearing to be interested in shares has been served with a statutory notice and the shares in which such person appears to be interested are held by an Approved Depositary, this article applies only to those shares which are held by the Approved Depositary in which that person appears to be interested and not (so far as that person's apparent interest is concerned) to any other shares held by the Approved Depositary. 12.7 Where a member who is an Approved Depositary has been served with a statutory notice, the obligations of that member will be limited to disclosing to the company information relating to any person who appears to be interested in the shares held by it which has been recorded by it in accordance with the arrangement under which it was appointed as an Approved Depositary. 12.8 If a statutory notice is given by the company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice. 12.9 This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the company arising from any failure by any person to give any information required by a statutory notice within the time specified in it. For the purpose of this article, a statutory notice need not specify the relevant period and may require any information to be given before the expiry of the relevant period. 12.10 In this article: a sale is an “arm's length sale” if the board is satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose, an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares; “person appearing to be interested” in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the company by a member as being so interested or shown in any register or record kept by the company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the company, any person whom the company knows or has reasonable cause to believe is or may be so interested; “person with a 0.25 per cent. interest” means a person who holds, or is shown in any register or record kept by the company under the Companies Acts as having an interest in, shares in the company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the company (calculated exclusive of any shares held as treasury

6 shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice; “relevant period” means a period of 14 days following service of a statutory notice; “relevant restrictions” mean in the case of a restriction notice served on a person with a 0.25 per cent. interest that: (a) the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings; (b) the board may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend; and (c) the board may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm's length sale, and in any other case mean only the restriction specified in sub-paragraph (a) of this definition; and “statutory notice” means a notice served by the company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares. 13. UNCERTIFICATED SHARES 13.1 Pursuant and subject to the uncertificated securities rules, the board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The board may also, subject to compliance with the uncertificated securities rules, determine at any time that title tom any class of shares may from a date specified by the board no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. 13.2 In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with: (a) the holding of shares of that class in uncertificated form; (b) the transfer of title to shares of that class by means of a relevant system; and (c) any provision of the uncertificated securities rules, and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.

7 13.3 Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules. 13.4 If, under these articles or the Companies Acts, the company is entitled to sell, transfer, or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to: (a) require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires; (b) appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as they had been taken by the registered holder of that share; and (c) take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. 13.5 Unless the board otherwise determines, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However, shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights. 13.6 Unless the board otherwise determines or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. 13.7 The company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). 14. RIGHT TO SHARE CERTIFICATES Every person (except a person to whom the company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within the time limits prescribed by the Companies Acts (or, if earlier, within any prescribed time limit or within a time specified when the shares were issued) one certificate for all those shares of any one class. In the case of a certificated share held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who transfers some but not all of the shares comprised in a certificate shall be entitled to a certificate for the balance without charge to the extent the balance is to be held in certificated form.

8 15. REPLACEMENT OF SHARE CERTIFICATES If a share certificate is defaced, worn out, stolen, lost, or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity as the board may decide and, where it is defaced or worn out, after delivery of the old certificate to the company. Any two or more certificates representing shares of any one class held by any member shall at their request be cancelled and a single new certificate for such shares issued in lieu. Any certificate representing shares of any one class held by any member may at their request be cancelled and two or more certificates for such shares may be issued instead. The board may require the payment of any exceptional out-of-pocket expenses of the company incurred in connection with the issue of any certificates under this article. Any one of two or more joint holders may request replacement certificates under this article. 16. SHARE CERTIFICATES SENT AT HOLDER'S RISK Every share certificate sent in accordance with these articles will be sent at the risk of the member or other person entitled to the certificate. The company will not be responsible for any share certificate lost or delayed in the course of delivery. 17. EXECUTION OF SHARE CERTIFICATES Every share certificate shall be executed under a seal or in such other manner as the board, having regard to the terms of issue and any listing requirements, may authorise and shall specify the number and class of the shares to which it relates, and the amount or respective amounts paid up on the shares. The board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. LIEN 18. COMPANY'S LIEN ON SHARES NOT FULLY PAID The company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the company (whether presently or not) in respect of that share. The company's lien on a share shall extend to every amount payable in respect of it. The board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article. 19. ENFORCING LIEN BY SALE The company may sell, in such manner as the board may decide, any share on which the company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale the board may authorise some person to execute an instrument of transfer of the share sold to or in accordance with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money, nor shall their title to the share be affected by any irregularity or invalidity in relation to the sale. 20. APPLICATION OF PROCEEDS OF SALE The net proceeds, after payment of the costs, of the sale by the company of any share on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the

9 sale and upon surrender, if required by the company, for cancellation of the certificate for the share sold) be paid to the person who was entitled to the share at the time of the sale. CALLS ON SHARES 21. CALLS Subject to the terms of issue, the board may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the company serving upon such person at least 14 clear days' notice specifying when and where payment is to be made) pay to the company as required by the notice the amount called on their shares. A call may be made payable by instalments. A call may be revoked or postponed, in whole or in part, as the board may decide. A person upon whom a call is made shall remain liable jointly and severally with the successors in title to their shares for all calls made upon such person notwithstanding the subsequent transfer of the shares in respect of which the call was made. 22. TIMING OF CALLS A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed. 23. LIABILITY OF JOINT HOLDERS The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. 24. INTEREST DUE ON NON-PAYMENT If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate, not exceeding 15 per cent. per annum, as the board may decide, and all expenses that have been incurred by the company by reason of such non- payment, but the board shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part. 25. SUMS DUE ON ALLOTMENT TREATED AS CALLS Any amount which becomes payable in respect of a share on allotment or on any other date fixed by or in accordance with the terms of issue, whether in respect of the nominal amount of the share or by way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not paid, all the provisions of these articles shall apply as if the sum had become due and payable by virtue of a call. 26. POWER TO DIFFERENTIATE The board may on or before the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment. 27. PAYMENT OF CALLS IN ADVANCE The board may, if it thinks fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by such person and on all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, not exceeding (unless the company by ordinary resolution shall otherwise direct) 15 per cent. per annum, as the board may decide.

10 FORFEITURE OF SHARES 28. NOTICE IF CALL OR INSTALMENT NOT PAID If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the board may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued, and any expenses incurred by the company by reason of such non-payment. 29. FORM OF NOTICE The notice shall name a further day (not being less than 14 clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call has been made or instalment is payable will be liable to be forfeited. 30. FORFEITURE FOR NON-COMPLIANCE WITH NOTICE If the notice is not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest and expenses due in respect of it have been made, be forfeited by a resolution of the board to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. The board may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender. 31. NOTICE AFTER FORFEITURE When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share, but no forfeiture shall be invalidated by any omission or neglect to give notice. 32. SALE OF FORFEITED SHARES Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the company and may be sold or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the board shall decide. The board may for the purposes of the disposal authorise some person to execute an instrument of transfer to the designated transferee. The company may receive the consideration (if any) given for the share on its disposal. At any time before a sale or disposition the forfeiture may be cancelled by the board on such terms as the board may decide. 33. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE 33.1 A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the company all moneys which at the date of the forfeiture were payable by such person to the company in respect of those shares with interest thereon at the rate of 15 per cent. per annum (or such lower rate as the board may decide) from the date of forfeiture until payment, and the company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal.

11 34. STATUTORY DECLARATION AS TO FORFEITURE A statutory declaration that the declarant is a director of the company or the secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money (if any) nor shall their title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, or disposal. TRANSFER OF SHARES 35. TRANSFER 35.1 Subject to such of the restrictions of these articles as may be applicable: (a) any member may transfer all or any of their uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and (b) any member may transfer all or any of their certificated shares by an instrument of transfer in any usual form or in any other form which the board may approve. 35.2 The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it. 36. EXECUTION OF TRANSFER The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee. All instruments of transfer, when registered, may be retained by the company. 37. RIGHTS TO DECLINE REGISTRATION OF PARTLY PAID SHARES The board may, in its absolute discretion and without giving any reason for so doing, decline to register any transfer of any share which is not a fully paid share. 38. OTHER RIGHTS TO DECLINE REGISTRATION 38.1 Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. 38.2 The board may decline to register any transfer of a certificated share unless: (a) the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the board to be exempt from stamp duty and is left at the office or such other place as the board may from time to time determine accompanied (save in the case of a transfer by a person to whom the company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the person executing the instrument of transfer to make the transfer and, if the instrument of transfer is executed by some other person on their behalf, the authority of that person so to do;

12 (b) the instrument of transfer is in respect of only one class of share; and (c) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four. 38.3 For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the board shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer. 39. NO FEE FOR REGISTRATION No fee shall be charged by the company for registering any transfer, document or instruction relating to or affecting the title to any share or for making any other entry in the register. 40. UNTRACED SHAREHOLDERS 40.1 The company can sell any certificated shares at the best price reasonably obtainable at the time of the sale if: (a) during the 12 years before the notice referred to in (b) below, the shares have been in issue either in certificated or uncertificated form, at least three cash dividends have become payable on the shares and no dividend has been cashed during that period; (b) after the 12 year period, the company has sent a notice to the last known address the company has for the relevant member, stating that it intends to sell the shares. Before sending such a notice to a member, the company must have used reasonable efforts to trace the member; and (c) during the 12 year period and for three months after sending the notice referred to in (b) above, the company has not heard from the member, or any person entitled to the shares by law. 40.2 To sell any shares in this way, the board can appoint anyone to transfer the shares. This transfer will be just as effective as if it had been signed by the holder, or by a person who is entitled to the shares by law. The person to whom the shares are transferred will not be bound to concern himself as to what is done with the purchase moneys, nor will their ownership be affected even if the sale is irregular or invalid in any way. 40.3 The proceeds of sale will be forfeited and will belong to the company and the company will not be liable in any respect to the person who would have been entitled to the shares by law for the proceeds of sale. The company can use the money for such good causes as the directors decide. TRANSMISSION OF SHARES 41. TRANSMISSION ON DEATH If a member dies, the survivor or survivors, where such member was a joint holder, and such person's personal representatives, where such member was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the company as having any title to such person's shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by such person solely or jointly with other persons.

13 42. ENTRY OF TRANSMISSION IN REGISTER Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the board, the board shall within two months after proof cause the entitlement of that person to be noted in the register. 43. ELECTION OF PERSON ENTITLED BY TRANSMISSION Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by such person registered as the holder. If such person elects to be registered himself such person shall give notice to the company to that effect. If such person elects to have another person registered, and the share is a certificated share, such person shall execute an instrument of transfer of the share to that person. If such person elects to have himself or another person registered and the share is an uncertificated share, such person shall take any action the board may require (including, without limitation, the signing of any document and the giving of any instruction by means of a relevant system) to enable himself or that person to be registered as the holder of the share. The board may at any time require the person to elect either to be registered himself or to transfer the share and if the requirements are not complied with within 60 days of being issued the board may withhold payment of all dividends and other moneys payable in respect of the share until the requirements have been complied with. All the provisions of these articles relating to the transfer of, and registration of transfers of, shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member. 44. RIGHTS OF PERSON ENTITLED BY TRANSMISSION Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as such person would have had if such person were the holder of it save that, until such person becomes the holder, such person shall not be entitled in respect of the share (except with the authority of the board) to receive notice of, or to attend or vote at, any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings. ALTERATION OF SHARE CAPITAL 45. SUB-DIVISION Any resolution authorising the company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others. 46. FRACTIONS Whenever as a result of a consolidation, consolidation and sub-division or sub-division of shares any holders would become entitled to fractions of a share, the board may deal with the fractions as it thinks fit including by ignoring fractions altogether or by aggregating and selling them or by dealing with them in some other way. For the purposes of effecting any such sale, the board may arrange for the shares representing the fractions to be entered in the register as certificated shares. The board may sell shares representing fractions to any person, including the company and may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are

14 transferred or delivered shall not be bound to see to the application of the purchase money nor shall such person's title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. NOTICE OF GENERAL MEETINGS 47. OMISSION OR NON-RECEIPT OF NOTICE 47.1 The accidental omission to give any notice of a meeting or the accidental omission to send or supply any document or other information relating to any meeting to, or the non-receipt (even if the company becomes aware of such non-receipt) of any such notice, document or other information by, any person entitled to receive the notice, document or other information shall not invalidate the proceedings at that meeting. 47.2 A member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting. 48. POSTPONEMENT OF GENERAL MEETINGS 48.1 If the board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, it may postpone or move the general meeting to another date, time and/or place. The board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these articles not less than 48 hours before the time appointed for holding the rearranged meeting. The board may also postpone or move the rearranged meeting under this article. PROCEEDINGS AT GENERAL MEETINGS 49. QUORUM 49.1 No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chair of the meeting which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes. A shareholder which is a company is to be considered present if it is represented by a duly authorised representative. 49.2 If the directors so determine, any or all members (or their proxies) may participate in a general meeting by means of a conference telephone, video teleconference equipment or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. A meeting which takes place by conference telephone, video teleconference or other such communication equipment will be treated as taking place at the place where the chair is. 50. PROCEDURE IF QUORUM NOT PRESENT If within thirty minutes (or such longer time not exceeding one hour as the chair of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:

15 (a) if convened by or upon the requisition of members, shall be dissolved; and (b) in any other case, it shall stand adjourned to such other day (being not less than ten days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened) and at such other time or place as the chair of the meeting may decide. At any adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by such person) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by such person) shall be a quorum. 51. SECURITY ARRANGEMENTS The board may take any action and may put in place any arrangements, both before and during any meeting, that they consider appropriate for the proper and orderly conduct of the general meeting and the safety of people attending it. This authority includes power to refuse entry to, or to remove from meetings, any person who fails to comply with such arrangements. 52. CHAIR OF GENERAL MEETING The chair (if any) of the board or, in their absence, the deputy chair (if any) shall preside as chair at every general meeting. If there is no chair or deputy chair, or if at any meeting neither the chair nor any deputy chair is present within thirty minutes after the time appointed for the commencement of the meeting, or if neither the chair nor any deputy chair is willing to act as chair, the directors present shall choose one of their number to act, or if one director only is present such person shall preside as chair of the meeting if willing to act. If no director is present, or if each of the directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chair of the meeting. Nothing in these articles shall restrict or exclude any of the powers or rights of a chair of a meeting which are given by law. 53. ORDERLY CONDUCT The chair of the meeting shall take such action or give directions for such action to be taken as such person thinks fit to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting. The chair's decision on points of order, matters of procedure or arising incidentally from the business of the meeting shall be final as shall be such person's determination as to whether any point or matter is of such a nature. 54. ENTITLEMENT TO ATTEND AND SPEAK Each director shall be entitled to attend and speak at any general meeting of the company. The chair of the meeting may invite any person to attend and speak at any general meeting of the company where such person considers that this will assist in the deliberations of the meeting. 55. ADJOURNMENTS The chair of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to such person that (a) the members entitled to vote and wishing to attend cannot be conveniently accommodated in the place appointed for the meeting (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the chair of the meeting may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the

16 time and place for the adjourned meeting shall be fixed by the board. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. Any meeting may be adjourned more than once. 56. NOTICE OF ADJOURNMENT If the continuation of an adjourned meeting is to take place three months or more after it was adjourned or if business is to be transacted at an adjourned meeting the general nature of which was not stated in the notice of the original meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this article, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting. AMENDMENTS 57. AMENDMENTS TO RESOLUTIONS In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the company at its office or the chair of the meeting in their absolute discretion decides that it may be considered or voted upon. With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote. 58. AMENDMENTS RULED OUT OF ORDER If an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chair of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. VOTING 59. VOTES OF MEMBERS Subject to any special terms as to voting upon which any shares may be issued or may at the relevant time be held and to any other provisions of these articles, members shall be entitled to vote at a general meeting as provided in the Companies Acts. Where a proxy is given discretion as to how to vote on a show of hands this will be treated as an instruction by the relevant shareholder to vote in the way in which the proxy decides to exercise that discretion. 60. METHOD OF VOTING 60.1 At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded. Subject to the Companies Acts, a poll may be demanded by: (a) the chair of the meeting; or (b) at least five members present in person or by proxy and entitled to vote on the resolution; or

17 (c) any member or members present in person or by proxy and representing in the aggregate not less than one tenth of the total voting rights of all the members having the right to attend and vote on the resolution; or (d) any member or members present in person or by proxy and holding shares conferring a right to attend and vote on the resolution, being shares on which there have been paid up sums in the aggregate equal to not less than one tenth of the total sum paid up on all the shares conferring that right. 60.2 The chair of the meeting can also demand a poll before a resolution is put to the vote on a show of hands. 60.3 Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chair of the meeting that a resolution on a show of hands has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution. 61. PROCEDURE IF POLL DEMANDED If a poll is properly demanded, it shall be taken in such manner as the chair of the meeting shall direct. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 62. WHEN POLL TO BE TAKEN A poll demanded on the election of a chair of the meeting, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not later than 30 days after the date of the demand) and at such time and place as the chair of the meeting shall direct. It shall not be necessary (unless the chair of the meeting otherwise directs) for notice to be given of a poll. 63. CONTINUANCE OF OTHER BUSINESS AFTER POLL DEMAND The demand for a poll (other than on the election of a chair of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chair of the meeting at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made. 64. VOTES OF JOINT HOLDERS In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding. 65. VOTING ON BEHALF OF INCAPABLE MEMBER A member in respect of whom an order has been made by any competent court or official on the ground that such person is or may be suffering from mental disorder or is otherwise incapable of managing their affairs may vote at any general meeting of the company and may exercise any other right conferred by membership in relation to general meetings or upon a poll by or through any person authorised in such circumstances to do so on their behalf (and that person may vote by proxy), provided that evidence to the satisfaction of the board of the authority of the person claiming to exercise the right to vote or such other right has been

18 received by the company not later than the last time at which proxy forms should have been received in order to be valid for use at that meeting or on the holding of that poll. 66. NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES No member shall, unless the board otherwise decides, be entitled in respect of any share held by such person to attend or vote (either personally or by proxy) at any general meeting of the company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by such person in respect of that share have been paid. 67. OBJECTIONS OR ERRORS IN VOTING If: (a) any objection shall be raised to the qualification of any voter, or (b) any votes have been counted which ought not to have been counted or which might have been rejected, or (c) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or poll at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the chair decides that the same may have affected the decision of the meeting. The decision of the chair on such matters shall be conclusive. APPROVED DEPOSITARIES 68. MEANING OF APPROVED DEPOSITARY 68.1 In these articles, unless the context otherwise requires, “Approved Depositary” means a person approved by the board and appointed: (a) to hold the company's shares or any rights or interests in any of the company's shares; and (b) to issue securities, documents of title or other documents which evidence that the holder of them owns or is entitled to receive the shares, rights or interests held by the Approved Depository, and shall include a nominee acting for a person appointed to do these things. 68.2 The trustees of any scheme or arrangements for or principally for the benefit of employees of the company and its associated companies will be deemed to be an Approved Depositary for the purposes of these articles unless the board resolves otherwise. 68.3 References in these articles to an Approved Depositary or to shares held by it refer only to an Approved Depositary and to its shares held in its capacity as an Approved Depositary. 69. APPOINTMENT OF APPOINTED PROXIES Subject to these articles and to applicable law, an Approved Depositary may appoint as its proxy or proxies in relation to any ordinary shares which it holds, anyone it thinks fit and may determine the manner and terms of any such appointment. Each appointment must state the

19 number and class of shares to which it relates and the total number of shares of each class in respect of which appointments exist at any one time, which must not exceed the total number of shares of each such class registered in the name of the Approved Depositary or its nominee (the "Depositary Shares") at that time. 70. REGISTER OF APPOINTED PROXIES 70.1 The Approved Depositary must keep a register (the “Proxy Register”) of each person it has appointed as a proxy under Article 69 (an “Appointed Proxy”) and the number of Depositary Shares (such person's “Appointed Number”) to which the appointment relates. The directors will determine the requisite information to be recorded in the Proxy Register relating to each Appointed Proxy. 70.2 Any person authorised by the company may inspect the Proxy Register during usual business hours and the Approved Depositary will give such person any information which such person requests as to the contents of the Proxy Register. 71. APPROVED DEPOSITARIES' ATTENDANCE AT GENERAL MEETINGS 71.1 An Appointed Proxy may only attend a general meeting if such person provides the company with written evidence of their appointment as such. This must be in a form agreed between the directors and the Approved Depositary. 71.2 Subject to applicable law and to these articles, and so long as the Approved Depositary or a nominee of the Approved Depositary holds at least their Appointed Number of shares, an Appointed Proxy is entitled to attend a general meeting which holders of that class of shares are entitled to attend, and such person is entitled to the same rights, and subject to the same obligations, in relation to their Appointed Number of Depositary Shares as if such person had been validly appointed in accordance with Articles 74 to 77 by the registered holder of these shares as its proxy in relation to those shares. 72. PROXIES OF APPOINTED PROXIES An Appointed Proxy may appoint another person as their proxy for their Appointed Number of Depositary Shares, provided the appointment is made and deposited in accordance with Articles 74 to 77. These articles apply to that appointment and to the person so appointed as though those Depositary Shares were registered in the name of the Appointed Proxy and the appointment was made by such person in that capacity. The directors may require such evidence as they think appropriate to decide that such appointment is effective. 73. IDENTIFYING APPOINTED PROXIES 73.1 For the purposes of determining who is entitled as an Appointed Proxy to exercise the rights conferred by Articles 71 and 72 and the number of Depositary Shares in respect of which a person is to be treated as having been appointed as an Appointed Proxy for these purposes, the Approved Depositary may decide that the Appointed Proxies who are so entitled are the persons entered in the Proxy Register at a time and on a date (a “Record Time”) agreed between the Approved Depositary and the company. 73.2 When a Record Date is decided for a particular purpose: (a) an Appointed Proxy is to be treated as having been appointed for that purpose for the number and class of shares appearing against their name in the Proxy Register as at the Record Time; and (b) changes to entries in the Proxy Register after the Record Time will be ignored for this purpose.

20 73.3 Except for recognising the rights given in relation to General Meetings by appointments made by Appointed Proxies pursuant to Article 72, the company is entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the Approved Depositary) who has any interest in the Depositary Shares in respect of which the Appointed Proxy has been appointed. 73.4 At a general meeting, the chair has the final decision as to whether any person has the right to vote or exercise any other right relating to any Depositary Shares. In any other situation, the directors have the final decision as to whether any person has the right to exercise any right relating to any Depositary Shares. PROXIES 74. APPOINTMENT OF PROXIES 74.1 The appointment of a proxy shall be in writing signed by the appointor or their duly authorized attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting. If a member appoints more than one proxy, such person must ensure that no more than one proxy is appointed in relation to any share. 74.2 Receipt of Proxies (a) The appointment of a proxy must: (i) (in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the company for the receipt of appointments of proxy in hard copy form) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote together with (if required by the board) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board; (ii) in the case of an appointment made in electronic form, be received at the address specified by the company for the receipt of appointments of proxy by electronic means not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board, must, if required by the board, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the company for the receipt of such documents) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; (iii) in the case of an appointment delivered by an Approved Depositary (except in respect of a proxy appointed in accordance with Article 69) be delivered to the

21 appropriate place referred to in (i) or (ii) above, as appropriate, depending on whether the appointment is made in hard copy or electronic form; (iv) in the case of a poll taken more than 48 hours subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than 24 hours (or such shorter time as the board may determine) before the time appointed for the taking of the poll; and (v) in the case of a poll taken not more than 48 hours subsequently to the date of the meeting or adjourned meeting, be received as aforesaid by the time at which the poll was demanded (or at such later time as the board may determine), and an appointment of a proxy which is not, or in respect of which the authority or copy thereof is not, received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these articles, but because of a technical problem it cannot be read by the recipient. 74.3 The board may at its discretion determine that in calculating the periods referred to in this article no account shall be taken of any part of a day that is not a working day. 75. MAXIMUM VALIDITY OF PROXY No appointment of a proxy shall be valid after 12 months have elapsed from the date of its receipt save that, unless the contrary is stated in it, an appointment of a proxy shall be valid for use at an adjourned meeting or a poll after a meeting or an adjourned meeting even after 12 months if it was valid for the original meeting. 76. FORM OF PROXY The appointment of a proxy shall be in any usual form or in such other form as the board may approve. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to, or any other business which may properly come before, the meeting for which it is given as the proxy thinks fit The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates. 77. CANCELLATION OF PROXY'S AUTHORITY A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the company at the office (or such other place or address as was specified by the company for the receipt of appointments of proxy) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll demanded.

22 CLASS MEETINGS 78. SEPARATE GENERAL MEETINGS The provisions of these articles relating to general meetings shall apply, with any necessary modifications to any separate general meeting of the holders of shares of a class convened otherwise than in connection with the variation or abrogation of the rights attached to the shares of that class. For this purpose, a general meeting at which no holder of a share other than an ordinary share may, in their capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares. APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 79. NUMBER OF DIRECTORS Unless otherwise determined by ordinary resolution of the company, the number of directors (disregarding alternate directors) shall be not less than two and not more than ten. 80. DIRECTORS' SHAREHOLDING QUALIFICATION No shareholding qualification for directors shall be required. 81. POWER OF COMPANY TO APPOINT DIRECTORS Subject to the provisions of these articles and the Companies Acts, the company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles. 82. POWER OF BOARD TO APPOINT DIRECTORS Subject to the provisions of these articles, the board may appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles. Any director so appointed shall retire at the next annual general meeting and shall then be eligible for re-appointment. A director who retires in this way is then eligible for re-appointment but is not taken into account when deciding which directors should retire by rotation at the annual general meeting. 83. RETIREMENT OF DIRECTORS BY ROTATION At every annual general meeting at least one third of the current directors must retire as directors by rotation. Where the number of directors is not three or a number divisible by three, the minimum number of directors to retire will be the number which is nearest to and less than one third. If there are fewer than three directors, each director will retire. 84. FILLING VACANCIES Subject to the provisions of these articles, at the meeting at which a director retires the company can pass an ordinary resolution to re-appoint the director or to elect some other eligible person in their place. 85. POWER OF REMOVAL BY SPECIAL RESOLUTION In addition to any power of removal conferred by the Companies Acts, the company may by special resolution remove any director before the expiration of their period of office and may (subject to these articles) by ordinary resolution appoint another person who is willing to act to be a director in their place.

23 86. PERSONS ELIGIBLE AS DIRECTORS No person other than a director retiring at the general meeting shall be appointed or re- appointed a director at any general meeting unless: (a) such person is recommended by the board; or (b) not less than seven nor more than 42 days before the day appointed for the meeting, notice in writing by a member qualified to vote at the meeting (not being the person to be proposed) has been given to the secretary of the intention to propose that person for appointment or re-appointment together with confirmation in writing by that person of their willingness to be appointed or re-appointed. 87. POSITION OF RETIRING DIRECTORS A director who retires at an annual general meeting (whether by rotation or otherwise) may, if willing to continue to act, be re-appointed. If such person is re-appointed such person is treated as continuing in office throughout. If such person is not re-appointed, such person shall retain office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in their place or when a resolution to re-appoint the director is put to the meeting and lost. 88. VACATION OF OFFICE BY DIRECTORS Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these articles, the office of a director shall be vacated if: (a) such person resigns their office by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board; or (b) by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, such person offers to resign and the board resolves to accept such offer; or (c) by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, their resignation is requested by all of the other directors and all of the other directors are not less than three in number; or (d) such person is or has been suffering from mental ill health and the board resolves that their office is vacated; or (e) such person is absent without the permission of the board from meetings of the board (whether or not an alternate director appointed by such person attends) for six consecutive months and the board resolves that their office is vacated; or (f) such person becomes bankrupt or makes an arrangement or composition with their creditors generally; or (g) such person is prohibited by law from being a director; or (h) such person ceases to be a director by virtue of the Companies Acts or is removed from office pursuant to these articles. If the office of a director is vacated for any reason, such person shall cease to be a member of any committee or sub-committee of the board.

24 89. EXECUTIVE DIRECTORS The board or any committee authorised by the board may from time to time appoint one or more directors to hold any employment or executive office with the company for such period and upon such other terms as the board or any committee authorised by the board may in its discretion decide and may revoke or terminate any appointment so made. Any revocation or termination of the appointment shall be without prejudice to any claim for damages that the director may have against the company, or the company may have against the director, for any breach of any contract of service between such director and the company which may be involved in the revocation or termination. A director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may decide, and either in addition to or in lieu of their remuneration as a director. FEES, REMUNERATION, EXPENSES AND PENSIONS 90. DIRECTORS' FEES Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board provided that the aggregate of all fees so paid to directors (excluding amounts payable under any other provision of these articles but including any fees in respect of board committee work) shall not exceed £500,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the company. 91. ADDITIONAL REMUNERATION Any director who performs services which in the opinion of the board or any committee authorised by the board go beyond the ordinary duties of a director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may in its discretion decide in addition to any remuneration provided for by or pursuant to any other article. 92. EXPENSES Each director may be paid their reasonable traveling, hotel, and incidental expenses of attending and returning from meetings of the board or committees of the board or general meetings of the company or any other meeting which as a director such person is entitled to attend and shall be paid all other costs and expenses properly and reasonably incurred by such director in the conduct of the company's business or in the discharge of their duties as a director. The company may also fund a director's or former director's expenditure for the purposes permitted under the Companies Acts and may do anything to enable a director or former director to avoid incurring such expenditure as provided in the Companies Acts. 93. PENSIONS AND GRATUITIES FOR DIRECTORS The board or any committee authorised by the board may exercise all the powers of the company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any director or former director or the relations, or dependents of, or persons connected to, any director or former director. No director or former director shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.

25 DIRECTORS' INTERESTS 94. CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION 94.1 The board may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a director breaching their duty under the Companies Acts to avoid conflicts of interest (“Conflict”). 94.2 A director seeking authorisation in respect of a Conflict shall declare to the board the nature and extent of their interest in a Conflict as soon as is reasonably practicable. The director shall provide the board with such details of the relevant matter as are necessary for the board to decide how to address the Conflict together with such additional information as may be requested by the board. 94.3 Any director (including the relevant director) may propose that the relevant director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the board shall be effected in the same way that any other matter may be proposed to and resolved upon by the board under the provisions of these articles save that: (a) the relevant director and any other director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and (b) the relevant director and any other director with a similar interest may, if the other members of the board so decide, be excluded from any board meeting while the Conflict is under consideration. 94.4 Where the board gives authority in relation to a Conflict, or where any of the situations described in Article 95.2 apply in relation to a director (“Relevant Situation”): (a) the board may (whether at the relevant time or subsequently) (a) require that the relevant director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the board or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine; (b) the relevant director will be obliged to conduct himself in accordance with any terms imposed by the board in relation to the Conflict or Relevant Situation; (c) the board may provide that where the relevant director obtains (otherwise than through their position as a director of the company) information that is confidential to a third party, the director will not be obliged to disclose that information to the company, or to use or apply the information in relation to the company's affairs, where to do so would amount to a breach of that confidence; (d) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and (e) the board may revoke or vary such authority at any time, but this will not affect anything done by the relevant director prior to such revocation in accordance with the terms of such authority.

26 95. OTHER CONFLICTS OF INTEREST 95.1 If a director is in any way directly or indirectly interested in a proposed contract with the company or a contract that has been entered into by the company, such person must declare the nature and extent of that interest to the directors in accordance with the Companies Acts. 95.2 Provided such person has declared the nature and extent of their interest in accordance with Article 95.1, a director may: (a) be party to, or otherwise interested in, any contract with the company or in which the company has a direct or indirect interest; (b) hold any other office or place of profit with the company (except that of auditor) in conjunction with their office of director for such period and upon such terms, including as to remuneration, as the board may decide; (c) act by himself or through a firm with which such person is associated in a professional capacity for the company or any other company in which the company may be interested (otherwise than as auditor); (d) be or become a director or other officer of, or employed by or otherwise be interested in any holding company or subsidiary company of the company or any other company in which the company may (directly or indirectly) be interested; and (e) be or become a director of any other company in which the company does not have a direct or indirect interest, and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of their appointment as a director of that other company. 96. BENEFITS A director shall not, by reason of their office or of the fiduciary relationship thereby established, be liable to account to the company or the members for any remuneration, profit or other benefit realised by reason of their having any type of interest authorised under Article 94.1 or permitted under Article 95.2 and no contract shall be liable to be avoided on the grounds of a director having any type of interest authorised under Article 94.1 or permitted under Article 95.2. 97. QUORUM AND VOTING REQUIREMENTS 97.1 A director shall not vote on or be counted in the quorum in relation to any resolution of the board concerning their own appointment, or the settlement or variation of the terms or the termination of their own appointment, as the holder of any office or place of profit with the company or any other company in which the company is interested. 97.2 Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more directors to offices or places of profit with the company or any other company in which the company is interested, a separate resolution may be put in relation to each director and in that case each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns their own appointment or the settlement or variation of the terms or the termination of their own appointment or the appointment of another director to an office or place of profit with a company in which the company is interested and the director seeking to vote or be counted in the quorum has a Relevant Interest in it. 97.3 A director shall not vote on, or be counted in the quorum in relation to, any resolution of the board in respect of any contract in which such person has an interest and, if such person shall do so, their vote shall not be counted, but this prohibition shall not apply to any resolution

27 where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters: (a) the giving to such director of any guarantee, indemnity, or security in respect of money lent or obligations undertaken by such director or by any other person at the request of or for the benefit of the company or any of its subsidiary undertakings; (b) the giving to a third party of any guarantee, indemnity, or security in respect of a debt or obligation of the company or any of its subsidiary undertakings for which such person himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; (c) the giving to such director of any other indemnity where all other directors are also being offered indemnities on substantially the same terms; (d) the funding by the company of their expenditure on defending proceedings or the doing by the company of anything to enable such director to avoid incurring such expenditure where all other directors are being offered substantially the same arrangements; (e) where the company or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to participate; (f) any contract in which such person is interested by virtue of their interest in shares or debentures or other securities of the company or by reason of any other interest in or through the company; (g) any contract concerning any other company (not being a company in which the director has a Relevant Interest) in which such person is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever; (h) any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme, share incentive scheme or employees' share scheme (including in respect of any employee benefit trust established by the company or any of its subsidiary undertakings) which relates to directors and employees of the company or of any of its subsidiary undertakings and which gives the director benefits which are also generally given to employees to whom the scheme relates; (i) any contract for the benefit of employees of the company or of any of its subsidiary undertakings under which such person benefits in a similar manner to the employees and which does not accord to any director as such any privilege or advantage not accorded to the employees to whom the contract relates; and any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any director or directors or for, or for the benefit of, persons who include directors. 97.4 A company shall be deemed to be one in which a director has a “Relevant Interest” if and so long as (but only if and so long as) such person is to their knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of their appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.

28 97.5 Where a company in which a director has a Relevant Interest is interested in a contract, such person also shall be deemed interested in that contract. 97.6 If any question shall arise at any meeting of the board as to the interest of a director (other than the chair of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any director (other than the chair of the meeting) to vote or be counted in the quorum and the question is not resolved by their voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chair of the meeting and their ruling in relation to the director concerned shall be conclusive except in a case where the nature or extent of the director's interest (so far as it is known to such director) has not been fairly disclosed to the board. If any question shall arise in respect of the chair of the meeting, the question shall be decided by a resolution of the board (for which purpose the chair of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chair of the meeting (so far as it is known to such director) has not been fairly disclosed to the board. 97.7 Subject to these articles, the board may also cause any voting power conferred by the shares in any other company held or owned by the company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the directors or officers of the other company. Subject to these articles, a director may also vote on and be counted in the quorum in relation to any of such matters. 98. GENERAL 98.1 References in Articles 94 to 97 to: (a) a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and (b) a conflict of interest include a conflict of interest and duty and a conflict of duties. 98.2 The company may by ordinary resolution suspend or relax the provisions of Articles 94 to 97 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 94 to 97. POWERS AND DUTIES OF THE BOARD 99. GENERAL POWERS OF COMPANY VESTED IN BOARD Subject to the provisions of the Companies Acts and these articles and to any directions given by the company in general meeting by special resolution, the business of the company shall be managed by the board which may exercise all the powers of the company whether relating to the management of the business of the company or not. No alteration of these articles and no special resolution shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the board by any other article. 100. BORROWING POWERS Subject to the Companies Acts, the board may exercise all the powers of the company to borrow money; mortgage or charge all or any part of the undertaking, property, and assets (present and future) and uncalled capital of the company; create and issue debentures and

29 other securities; indemnify and guarantee; and give security, whether outright or as collateral security, for any debt, liability, or obligation of the company or of any third party. 101. AGENTS 101.1 The board may appoint anyone as the company's attorney by granting a power of attorney or by authorising them in some other way. Attorneys can either be appointed directly by the board or the board can give someone else the power to select attorneys. The board or the persons who are authorised by it to select attorneys can decide on the purposes, powers, authorities, and discretions of attorneys. But they cannot give an attorney any power, authority, or discretion which the board does not have under these articles. 101.2 The board may decide how long a power of attorney will last for and attach any conditions to it. The power of attorney can include any provisions which the board decides on for the protection and convenience of anybody dealing with the attorney. The power of attorney can allow the attorney to grant any or all of their power, authority, or discretion to any other person. 101.3 The board may: (a) delegate any of its authority, powers or discretions to any manager or agent of the company; (b) allow managers or agents to delegate to another person; (c) remove any people it has appointed in any of these ways; and (d) cancel or change anything that it has delegated, although this will not affect anybody who acts in good faith who has not had any notice of any cancellation or change. 101.4 Any appointment or delegation by the board which is referred to in this article can be on any conditions decided on by the board. 101.5 The ability of the board to delegate under this article applies to all its powers and is not limited because certain articles refer to powers being exercised by the board or by a committee authorised by the board while other articles do not. 102. DELEGATION TO INDIVIDUAL DIRECTORS The board may entrust to and confer upon any director any of its powers, authorities, and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities, and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board. 103. OFFICIAL SEALS The company may exercise all the powers conferred by the Companies Acts with regard to having official seals and those powers shall be vested in the board. 104. REGISTERS Subject to the provisions of the Companies Acts, the company may keep an overseas or local or other register in any place and the board may make and vary such regulations as it may think fit respecting the keeping of the register.

30 105. PROVISION FOR EMPLOYEES The board may exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary. PROCEEDINGS OF THE BOARD 106. BOARD MEETINGS The board may meet for the despatch of business, adjourn, and otherwise regulate its meetings as it thinks fit. A director at any time may, and the secretary on the requisition of a director at any time shall, summon a board meeting. 107. NOTICE OF BOARD MEETINGS Notice of a board meeting shall be deemed to be properly given to a director if it is given to such director personally or by word of mouth or sent in writing to such director at their last known address or any other address given by such director to the company for this purpose. A director may waive their right to receive notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. 108. QUORUM The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two directors. Subject to the provisions of these articles, any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects and if otherwise a quorum of directors would not be present. 109. DIRECTORS BELOW MINIMUM THROUGH VACANCIES The continuing directors or a sole continuing director may act notwithstanding any vacancy in their number but, if and so long as the number of directors is reduced below the minimum number fixed by or in accordance with these articles or is below the number fixed by or in accordance with these articles as the quorum or there is only one continuing director, the continuing directors or director may act for the purpose of filling vacancies or of summoning general meetings of the company but not for any other purpose. If there are no directors or director able or willing to act, then any two members (excluding any member holding shares as treasury shares) may summon a general meeting for the purpose of appointing directors. 110. APPOINTMENT OF CHAIR OR DEPUTY CHAIR The board may appoint a director to be the chair or a deputy chair of the board and may at any time remove such director from that office. The chair of the board or failing the chair, a deputy chair shall act as chair at every meeting of the board. If more than one deputy chair is present, they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chair who has been in office as a director longest shall take the chair. But if no chair of the board or deputy chair is appointed, or if at any meeting neither the chair nor any deputy chair is present within thirty minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chair of the meeting. References in these articles to a deputy chair include, if no one has been appointed to that title, a person appointed to a position with another title which the board designates as equivalent to the position of deputy chair.

31 111. COMPETENCE OF MEETINGS A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board. 112. VOTING Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chair of the meeting shall have a second or casting vote. 113. DELEGATION TO COMMITTEES 113.1 The board may delegate any of its powers, authorities, and discretions (with power to sub- delegate) to any committee, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit, provided that the majority of persons on any committee or sub-committee must be directors. References in these articles to committees include sub-committees permitted under this article. 113.2 Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the board. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the board so far as the same are applicable and are not superseded by any regulations imposed by the board. 113.3 The power to delegate contained in this article shall be effective in relation to the powers, authorities, and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board. 114. PARTICIPATION IN MEETINGS BY TELEPHONE All or any of the members of the board may participate in a meeting of the board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly. Any such meeting is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is readily identifiable, the participating directors may decide that the meeting is to be treated as taking place wherever any of them is. 115. RESOLUTION IN WRITING A resolution in writing signed by all the directors who are at the relevant time entitled to receive notice of a meeting of the board and who would be entitled to vote on the resolution at a meeting of the board (if that number is sufficient to constitute a quorum) shall be as valid and effectual as a resolution passed at a meeting of the board properly called and constituted. The resolution may be contained in one document or in several documents in like form each signed by one or more of the directors concerned. 116. VALIDITY OF ACTS OF BOARD OR COMMITTEE All acts done by the board or by any committee or by any person acting as a director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the board or committee or person so acting or that they or any of them were disqualified from holding office or had vacated office or were not

32 entitled to vote, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a director or member of the committee and had been entitled to vote. SECRETARY 117. APPOINTMENT AND REMOVAL OF THE SECRETARY Subject to the provisions of the Companies Acts, the secretary shall be appointed by the board for such term and upon such conditions as the board may think fit; and any secretary so appointed may be removed by the board. SEALS 118. USE OF SEALS The board shall provide for the custody of every seal of the company. A seal shall only be used by the authority of the board or of a committee of the board authorised by the board in that behalf. Subject as otherwise provided in these articles, and to any resolution of the board or committee of the board dispensing with the requirement for counter-signature on any occasion, any instrument to which the common seal is applied shall be signed by at least one director and the secretary, or by at least two directors or by one director in the presence of a witness who attests the signature or by such other person or persons as the board may approve. Any instrument to which an official seal is applied need not, unless the board otherwise decides or the law otherwise requires, be signed by any person. DIVIDENDS AND OTHER PAYMENTS 119. DECLARATION OF DIVIDENDS BY COMPANY Subject to the provisions of the Companies Acts, the company may by ordinary resolution from time to time declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board. 120. PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD Subject to the provisions of the Companies Acts, the board may pay such interim dividends as appear to the board to be justified by the financial position of the company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the company, in the opinion of the board, justifies its payment. If the board acts in good faith, it shall not incur any liability to the holders of any shares for any loss they may suffer in consequence of the payment of an interim or fixed dividend on any other class of shares ranking pad passu with or after those shares. 121. CALCULATION AND CURRENCY OF DIVIDENDS 121.1 Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide. (a) all dividends shall be declared and paid according to the amounts paid up on the share in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share; (b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the share during any portion or portions of the period in respect of which the dividend is paid; and (c) dividends may be declared or paid in any currency.

33 121.2 The board may decide the basis of conversion for any currency conversions that may be required and how any costs involved are to be met. 121.3 The board may also decide that a particular Approved Depositary should be able to receive dividends in a currency other than the currency in which it is declared and may make arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed to receive dividends in another currency, the directors may make arrangements with that Approved Depositary for payment to be made to them for value on the date on which the relevant dividend is paid, or a later date decided on by the directors. 122. AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS The board may deduct from any dividend or other moneys payable to a member by the company on or in respect of any shares all sums of money (if any) presently payable by such person to the company on account of calls or otherwise in respect of shares of the company. Sums so deducted can be used to pay amounts owing to the company in respect of the shares. 123. NO INTEREST ON DIVIDENDS Subject to the rights attaching to, or the terms of issue of, any shares, no dividend, or other moneys payable by the company on or in respect of any share shall bear interest against the company. 124. PAYMENT PROCEDURE Any dividend or other sum payable in cash by the company in respect of a share may be paid by cheque, warrant or similar financial instrument sent by post addressed to the holder at their registered address or, in the case of joint holders, addressed to the holder whose name stands first in the register in respect of the shares at their address as appearing in the register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every cheque, warrant or similar financial instrument shall, unless the holder or joint holders otherwise direct, be made payable to the holder or, in the case of joint holders, to the holder whose name stands first on the register in respect of the shares, and shall be sent at their risk and payment of the cheque, warrant or similar financial instrument by the financial institution on which it is drawn shall constitute a good discharge to the company. In addition, any such dividend or other sum may be paid by any bank or other funds transfer system or such other means including, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system and to or through such person as the holder or joint holders may in writing direct and the company may agree, and the making of such payment shall be a good discharge to the company and the company shall have no responsibility for any sums lost or delayed in the course of payment by any such system or other means or where it has acted on any such directions and accordingly, payment by any such system or other means shall constitute a good discharge to the company. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable on or in respect of the shares held by them. Where a person is entitled by transmission to a share, any dividend or other sum payable by the company in respect of the share may be paid as if such person were a holder of the share and their address noted in the register were such person's registered address and where two or more persons are so entitled, any one of them may give effectual receipts for any dividends or other moneys payable or property distributable on or in respect of the shares. 125. UNCASHED DIVIDENDS The company may cease to send any cheque, warrant or similar financial instrument through the post or to employ any other means of payment, including payment by means of a relevant system, for any dividend payable on any shares in the company which is normally paid in that manner on those shares if in respect of at least two consecutive dividends payable on those

34 shares the cheques, warrants or similar financial instruments have been returned undelivered or remain uncashed during or at the end of the period for which the same are valid or that means of payment has failed. In addition, the company may cease to send any cheque, warrant or similar financial instrument through the post or may cease to employ any other means of payment if, in respect of one dividend payable on those shares, the cheque, warrant or similar financial instrument has been returned undelivered or remains uncashed during or at the end of the period for which the same is valid or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. Subject to the provisions of these articles, the company must recommence sending cheques, warrants or similar financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing. 126. FORFEITURE OF UNCLAIMED DIVIDENDS All dividends or other sums payable on or in respect of any shares which remain unclaimed may be invested or otherwise made use of by the board for the benefit of the company until claimed. Any dividend or other sum unclaimed after a period of 12 years from the date when it was declared or became due for payment shall be forfeited and shall revert to the company unless the board decides otherwise and the payment by the board of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the company a trustee in respect of it. 127. DIVIDENDS NOT IN CASH If recommended by the board, the company can pass an ordinary resolution that a dividend be satisfied, and the board can decide that an interim dividend be satisfied, wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, and where any difficulty arises in regard to the distribution the board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any assets or any part thereof to be distributed and may determine that cash shall be paid to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any assets to be distributed in trustees as may seem expedient to the board. 128. SCRIP DIVIDENDS The board may, if authorised by an ordinary resolution of the company, offer any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of any dividend specified by the ordinary resolution. The following provisions shall apply: (a) an ordinary resolution may specify some or all of a particular dividend (whether or not already declared) or may specify some or all of any dividends declared or paid within a specified period, but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; (b) the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo. For this purpose, “relevant value” shall be calculated by reference to such information as the board thinks fit; (c) no fraction of any ordinary share shall be allotted. The board may make such provisions as it thinks fit for any fractional entitlements including provisions whereby, in whole or in part, the benefit thereof accrues to the company and/or under which

35 fractional entitlements are accrued and/or retained without interest and in each case accumulated on behalf of any holder of ordinary shares and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such holder of fully paid ordinary shares and/or provisions whereby cash payments may be made to such holders in respect of their fractional entitlements; (d) the board, if it intends to offer an election in respect of any dividend, shall give notice to the holders of ordinary shares of the right of election offered to them, and specify the procedure to be followed which, for the avoidance of doubt, may include an election by means of a relevant system and the place at which, and the latest time by which, elections must be lodged in order for elections to be effective; no such notice need be given to holders of ordinary shares who have previously given election mandates in accordance with this article and whose mandates have not been revoked; the accidental omission to give notice of any right of election to, or the non-receipt (even if the company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; (e) the board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the board has authority to allot sufficient shares, to give effect to it after the basis of allotment is determined; (f) the board may exclude or restrict from any offer any shareholder who is an Approved Depositary or a nominee for an Approved Depositary if the offer or exercise of the right to or by the persons on whose behalf the Approved Depositary holds the shares would suffer legal or practical problems of the kind mentioned in Article 128(g). If other shareholders (other than those excluded under Article 128(g)) have the right to opt for new shares, the directors must be satisfied that an appropriate dividend reinvestment plan or similar arrangement is available to a substantial majority of the people on whose behalf the Approved Depositary holds shares or that such arrangement will be available promptly and the first sentence of this Article 128(f) does not apply until the directors are satisfied of this; (g) the board may exclude from any offer or make other arrangement in relation to any holders of ordinary shares where the board believes that such exclusion or arrangement is necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, or the board believes that for any other reason the offer should not be made to them; (h) the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been made (for the purposes of this article the “elected ordinary shares”) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment calculated as stated. For such purpose the board shall capitalise, out of any amount standing to the credit of any reserve or fund (including the retained earnings or any share premium account or capital redemption reserve) at the relevant time whether or not the same is available for distribution as the board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on that basis and apply it in paying up in full the appropriate number of ordinary shares for allotment and distribution to the holders of the elected ordinary shares on that basis. The board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; (i) the additional ordinary shares when allotted shall rank pad passu in all respects with the fully-paid ordinary shares then in issue except that they will not be entitled to participation in the relevant dividend;

36 (j) unless the board otherwise determines, or unless the uncertificated securities rules otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared or paid in respect of their elected ordinary shares shall be in uncertificated form (in respect of the member's elected ordinary shares which were in uncertificated form on the date of the member's election) and in certificated form (in respect of the member's elected ordinary shares which were in certificated form on the date of the member's election); (k) the board may also from time to time establish or vary a procedure for election mandates, which, for the avoidance of doubt, may include an election by means of a relevant system, under which a holder of ordinary shares may elect in respect of future rights of election offered to that holder under this article until the election mandate is revoked or deemed to be revoked in accordance with the procedure; (l) the board may decide how any costs relating to making new shares available in place of a cash dividend will be met, including deciding to deduct an amount from the entitlement of a shareholder under this article; and (m) at any time before new ordinary shares are allotted instead of cash in respect of any part of a dividend, the board may determine that such new ordinary shares will not be allotted. Any such determination may be made before or after any election has been made by holders of ordinary shares in respect of the relevant dividend. In these circumstances, the relevant holders of ordinary shares will be paid the cash dividend to which they would have been entitled had they not made such an election. CAPITALISATION OF RESERVES 129. POWER TO CAPITALISE RESERVES AND FUNDS The company may, upon the recommendation of the board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount standing to the credit of any reserve or fund (including retained earnings) at the relevant time whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the members or any class of members who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts unpaid at the relevant time on any shares in the company held by those members respectively or in paying up in full shares, debentures or other obligations of the company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full shares of the company that are to be allotted and distributed as fully paid up; and (ii) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. The board may authorise any person to enter into an agreement with the company on behalf of the persons entitled to participate in the distribution and the agreement shall be binding on those persons. 130. SETTLEMENT OF DIFFICULTIES IN DISTRIBUTION Where any difficulty arises in regard to any distribution of any capitalised reserve or fund the board may settle the matter as it thinks expedient and in particular may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as

37 may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the board. RECORD DATES 131. POWER TO CHOOSE ANY RECORD DATE Notwithstanding any other provision of these articles, the company or the board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment, or issue is declared, paid, or made. The power to fix any such record date shall include the power to fix a time on the chosen date. RECORDS AND SUMMARY FINANCIAL STATEMENTS 132. INSPECTION OF RECORDS No member in their capacity as such shall have any right of inspecting any accounting record or book or document of the company except as conferred by law, ordered by a court of competent jurisdiction or authorised by the board or by ordinary resolution of the company. 133. SUMMARY FINANCIAL STATEMENTS The company may send or supply summary financial statements to members of the company instead of copies of its full accounts and reports. SERVICE OF NOTICES, DOCUMENTS AND OTHER INFORMATION 134. METHOD OF SERVICE 134.1 Any notice, document (including a share certificate) or other information may be served on or sent or supplied to any member by the company: (a) personally; (b) by sending it through the post addressed to the member at their registered address or by leaving it at that address addressed to the member; (c) by means of a relevant system, where the notice or document relates to uncertificated shares; (d) where appropriate, by sending or supplying it in electronic form to an address notified by the member to the company for that purpose; (e) where appropriate, by making it available on a website and notifying the member of its availability in accordance with this article; or (f) by any other means authorised in writing by the member. In the case of joint holders of a share, service, sending or supply of any notice, document, or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on or sending or supplying to all the joint holders. 134.2 In the case of joint holders of a share, anything to be agreed or specified in relation to any notice, document or other information to be served on or sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the senior shall be accepted to the exclusion of that of the other joint holders and, for this purpose,

38 seniority shall be determined by the order in which the names stand in the register in respect of the joint holding. 134.3 If on three consecutive occasions any notice, document or other information served on or sent or supplied to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices, documents or other information from the company until such member shall have communicated with the company and supplied to the company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices and the despatch or supply of documents and other information, or shall have informed the company of an address for the service of notices and the despatch or supply of documents and other information in electronic form. For these purposes, any notice, document or other information sent by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was sent. 134.4 The company may at any time and in its sole and absolute discretion choose to serve, send, or supply notices, documents, or other information in hard copy form alone to some or all members. 135. RECORD DATE FOR SERVICE Any notice, document or other information may be served, sent, or supplied by the company by reference to the register as it stands at any time not more than 15 days before the date of service, sending or supply. No change in the register after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on or sent or supplied to any person in respect of a share in accordance with these articles, no person deriving any title or interest in that share shall be entitled to any further service, sending or supply of that notice, document, or other information. 136. MEMBERS RESIDENT ABROAD OR ON BRANCH REGISTERS 136.1 Any member whose registered address is not within the United Kingdom and who gives to the company a postal address within the United Kingdom at which notices, documents or other information may be served upon, or sent or supplied to, such member shall be entitled to have notices, documents or other information served on or sent or supplied to such member at that address or, where applicable, by making them available on a website and notifying the holder at that address. Any member whose registered address is not within the United Kingdom and who gives to the company an address for the purposes of communications by electronic means may, subject to these articles, have notices, documents or other information served on or sent or supplied to such member at that address or, where applicable, by making them available on a website and notifying the holder at that address. Otherwise, a member whose registered address is not within the United Kingdom shall not be entitled to receive any notice, document, or other information from the company. 136.2 For a member registered on a branch register, notices, documents, or other information can be posted or despatched in the United Kingdom or in the country where the branch register is kept. 137. SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION A person who is entitled by transmission to a share, upon supplying the company with a postal address within the United Kingdom for the service of notices and the despatch or supply of documents and other information shall be entitled to have served upon or sent or supplied to such person at such address any notice, document or other information to which such person would have been entitled if such person were the holder of that share or, where applicable, to

39 be notified at that address of the availability of the notice, document or other information on a website. A person who is entitled by transmission to a share, upon supplying the company with an address for the purposes of communications by electronic means for the service of notices and the despatch or supply of documents and other information may have served on, sent or supplied to such person at such address any notice, document or other information to which such person would have been entitled if such person were the holder of that share or, where applicable, may be notified at that address of the availability of the notice, document or other information on a website. In either case, such service, sending or supply shall for all purposes be deemed a sufficient service, sending or supply of such notice, document or other information on all persons interested (whether jointly with or as claimants through or under such person) in the share. Otherwise, any notice, document or other information served on or sent or supplied to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the company has notice of the death, bankruptcy or other event, be deemed to have been properly served, sent or supplied in respect of any share registered in the name of that member as sole or joint holder. 138. DEEMED DELIVERY 138.1 Any notice, document or other information, if served, sent or supplied by the company by post, shall be deemed to have been received on the day following that on which it was posted if first class post was used or 48 hours after it was posted if first class post was not used and, in proving that a notice, document or other information was served, sent or supplied, it shall be sufficient to prove that the notice, document or other information was properly addressed, prepaid and put in the post. 138.2 Any notice, document or other information not served, sent or supplied by post but left by the company at a registered address or at an address (other than an address for the purposes of communications by electronic means) notified to the company in accordance with these articles by a person who is entitled by transmission to a share shall be deemed to have been received on the day it was so left. 138.3 Any notice, document or other information served, sent, or supplied by the company by means of a relevant system shall be deemed to have been received when the company or any sponsoring system-participant acting on its behalf sends the issuer-instruction relating to the notice, document, or other information. 138.4 Any notice, document or other information served, sent, or supplied by the company using electronic means shall be deemed to have been received on the day on which it was sent notwithstanding that the company subsequently sends a hard copy of such notice, document, or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a notice, document, or other information served, sent, or supplied by electronic means was served, sent, or supplied, it shall be sufficient to prove that it was properly addressed. 138.5 Any notice, document or other information served, sent, or supplied by the company by any other means authorised in writing by the member concerned shall be deemed to have been received when the company has carried out the action it has been authorised to take for that purpose.

40 139. NOTICE WHEN POST NOT AVAILABLE If there is a suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the company need only give notice of a general meeting to those members with whom the company can communicate by electronic means and who have provided the company with an address for this purpose. The company shall also advertise the notice in at least one newspaper with a national circulation and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of notices by post in hard copy form has again become generally possible, the company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form. DESTRUCTION OF DOCUMENTS 140. PRESUMPTIONS WHERE DOCUMENTS DESTROYED If the company destroys or deletes: (a) any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation, or (b) any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period of two years has elapsed from the date the instruction or notification was recorded by the company, or (c) any instrument of transfer of shares or Operator-instruction for the transfer of shares which has been registered by the company at any time after a period of six years has elapsed from the date of registration, or (d) any instrument of proxy which has been used for the purpose of a poll at any time after a period of one year has elapsed from the date of use, or (e) any instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates, or (f) any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was first made in the register in respect of it, and the company destroys or deletes the document or instruction in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrebuttably in favour of the company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer or Operator-instruction so destroyed or deleted was a valid and effective instrument of transfer or instruction and was properly registered and that every other document so destroyed was a valid and effective document and that any particulars of it which are recorded in the books or records of the company were correctly recorded. If the documents relate to uncertificated shares, the company must comply with any requirements of the uncertificated securities rules which limit its ability to destroy these documents. Nothing contained in this article shall be construed as imposing upon the company any liability which, but for this article, would not exist or by reason only of the destruction of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction of any document include references to its disposal in any manner.

41 INDEMNITY 141. INDEMNITY OF DIRECTORS 141.1 Subject to the provisions of the Companies Acts, the company may indemnify any director of the company or of any associated company against any liability and may purchase and maintain for any director of the company or of any associated company insurance against any liability. 141.2 No director or former director of the company or of any associated company shall be accountable to the company or the members for any benefit provided pursuant to this article 141 and the receipt of any such benefit shall not disqualify the person from being or becoming a director of the company.

Section 302 Certificate

Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934

I, Andrew Butcher, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Luxfer Holdings PLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 30, 2024			__/s/ Andrew Butcher____________________
			Andrew Butcher Chief Executive Officer

Section 302 Certificate

Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934

I, Stephen Webster, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Luxfer Holdings PLC;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 30, 2024			__/s/ Stephen Webster____________________
			Stephen Webster Chief Financial Officer

Section 906 Certificate

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Andrew Butcher, the Chief Executive Officer of Luxfer Holdings PLC, a public limited company incorporated under English law (the “Company”), do hereby certify, to my knowledge, that:

•the Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: July 30, 2024			__/s/ Andrew Butcher_______ Andrew Butcher Chief Executive Officer

Section 906 Certificate

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Stephen Webster, the Chief Financial Officer of Luxfer Holdings PLC, a public limited company incorporated under English law (the “Company”), do hereby certify, to my knowledge, that:

•information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: July 30, 2024			__/s/ Stephen Webster_______ Stephen Webster Chief Financial Officer

Cover	6 Months Ended
Cover	Jun. 30, 2024 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-35370
Entity Registrant Name	Luxfer Holdings PLC
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1024030
Entity Address, Address Line One	8989 North Port Washington Road, Suite 211
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53217
Country Region	+1
City Area Code	414
Local Phone Number	269-2419
Title of 12(b) Security	Ordinary Shares, nominal value £0.50 each
Trading Symbol	LXFR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)	27,386,677
Entity Central Index Key	0001096056
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Address, Country	US

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) / INCOME (UNAUDITED) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jul. 02, 2023

Jun. 30, 2024

Jul. 02, 2023

Income Statement [Abstract]

Net sales

$ 99.7

$ 110.4

$ 189.1

$ 211.7

Cost of goods sold

(77.7)

(86.2)

(148.7)

(166.4)

Gross profit

22.0

24.2

40.4

45.3

Selling, general and administrative expenses

(11.9)

(12.8)

(23.5)

(25.3)

Research and development

(1.1)

(1.0)

(2.3)

(2.2)

Restructuring charges

(1.1)

(2.5)

(1.8)

(2.8)

Acquisition and disposal related costs

(9.2)

0.0

(9.4)

0.0

Other income

5.1

0.0

5.3

0.0

Operating income

3.8

7.9

8.7

15.0

Net interest expense

(1.3)

(1.8)

(2.7)

(3.1)

Defined benefit pension credit / (charge)

0.2

0.6

0.5

(8.3)

Income before income taxes

2.7

6.7

6.5

3.6

(Provision) / credit for income taxes

(3.1)

(1.8)

(4.1)

1.8

Net (loss) / income from continuing operations

(0.4)

4.9

2.4

5.4

Loss from discontinued operations, net of tax

(0.1)

(0.2)

Net loss from discontinued operations

(0.1)

(0.2)

Net (loss) / income

$ (0.5)

$ 4.7

$ 2.2

$ 5.2

(Loss) / earnings / per share

Basic from continuing operations (usd per share)

^[1]

$ (0.01)

$ 0.18

$ 0.09

$ 0.20

Basic from discontinued operations (usd per share)

^[1],[2]

(0.01)

Basic (usd per share)

^[1]

(0.02)

0.17

0.08

0.19

Diluted from continuing operations (usd per share)

^[1]

(0.01)

0.18

0.09

0.20

Diluted from discontinued operations (usd per share)

^[1],[2]

(0.01)

Diluted (usd per share)

^[1]

$ (0.02)

$ 0.17

$ 0.08

$ 0.19

Weighted average ordinary shares outstanding

Basic (in shares)

26,831,372

26,923,804

26,826,123

26,922,528

Diluted (in shares)

26,932,291

27,065,338

26,892,230

27,083,986

[1]	The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular period may not equal the earnings-per-share amount in total.
[2]	The loss per share for discontinued operations has not been diluted, since the incremental shares included in the weighted-average number of shares outstanding would have been anti-dilutive.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) / INCOME (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Statement of Comprehensive Income [Abstract]
Net (loss) / income	$ (0.5)	$ 4.7	$ 2.2	$ 5.2
Other comprehensive (loss) / income
Net change in foreign currency translation adjustment, net of tax	(0.2)	3.4	(2.0)	6.8
Pension and post-retirement actuarial gains, net of $0.1, $0.1, $0.2 and $5.0 tax, respectively	0.1	0.2	0.4	7.0
Other comprehensive (loss) / income, net of tax	(0.1)	3.6	(1.6)	13.8
Total comprehensive (loss) / income	$ (0.6)	$ 8.3	$ 0.6	$ 19.0

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) / INCOME (UNAUDITED) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Statement of Comprehensive Income [Abstract]
Tax on other comprehensive income	$ 0.1	$ 0.1	$ 0.2	$ 5.0

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 4.3	$ 2.3
Restricted cash	0.3	0.3
Accounts and other receivables, net of allowances of $0.6 and $0.7, respectively	60.9	59.9
Inventories	88.2	95.9
Current assets held-for-sale	23.4	8.9
Other current assets	1.5	1.5
Total current assets	178.6	168.8
Non-current assets
Property, plant and equipment, net	63.1	63.8
Right-of-use assets from operating leases	14.3	15.4
Goodwill	67.2	67.5
Intangibles, net	11.6	12.0
Deferred tax assets	3.5	3.9
Investments and loans to joint ventures and other affiliates	0.4	0.4
Pensions and other retirement benefits	41.1	40.3
Total assets	379.8	372.1
Current liabilities
Current maturities of long-term debt and short-term borrowing	0.2	4.6
Accounts payable	27.5	26.5
Accrued liabilities	23.2	20.9
Taxes on income	5.1	0.0
Current liabilities held-for-sale	9.4	3.9
Other current liabilities	9.4	8.9
Total current liabilities	74.8	64.8
Non-current liabilities
Long-term debt	74.0	67.6
Pensions and other retirement benefits	0.0	0.1
Deferred tax liabilities	10.2	10.2
Other non-current liabilities	14.5	16.8
Total liabilities	173.5	159.5
Commitments and contingencies (Note 16)
Shareholders' equity
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2024 and 2023; issued and outstanding 28,944,000 for 2024 and 2023	26.5	26.5
Additional paid-in capital	224.2	223.5
Treasury shares	(23.6)	(22.9)
Company shares held by ESOP	(0.8)	(0.9)
Retained earnings	99.5	104.3
Accumulated other comprehensive loss	(119.5)	(117.9)
Total shareholders' equity	206.3	212.6
Total liabilities and shareholders' equity	$ 379.8	$ 372.1

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) $ in Millions	Jun. 30, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares
Statement of Financial Position [Abstract]
Accounts and other receivables, net of allowance \| $	$ 0.6	$ 0.7
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares issued (in shares)	28,944,000	28,944,000
Common stock, shares outstanding (in shares)	28,944,000	28,944,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions						3 Months Ended				6 Months Ended		12 Months Ended
	May 08, 2024	Feb. 07, 2024	Aug. 02, 2023	May 03, 2023	Feb. 01, 2023	Jun. 30, 2024	Mar. 31, 2024	Jul. 02, 2023	Apr. 02, 2023	Jun. 30, 2024	Jul. 02, 2023	Dec. 31, 2023
Operating activities
Net income						$ (0.5)	$ 2.7	$ 4.7	$ 0.5	$ 2.2	$ 5.2
Net loss from discontinued operations						0.1		0.2		0.2	0.2
Net income from continuing operations						(0.4)		4.9		2.4	5.4
Adjustments to reconcile net income to net cash provided / (used) by operating activities
Depreciation										4.5	6.2
Amortization of purchased intangible assets										0.4	0.4
Amortization of debt issuance costs										0.1	0.2
Share-based compensation charges										1.4	1.3
Deferred income taxes										0.3	1.5
Loss on held for sale asset group										7.5	0.0
Defined benefit pension (credit) / charge										(0.5)	8.3
Defined benefit pension contributions										0.0	(2.1)
Changes in assets and liabilities
Accounts and other receivables										(7.9)	3.8
Inventories										(7.5)	(6.4)
Current assets held-for-sale										(2.5)	1.2
Accounts payable										2.4	(9.1)
Accrued liabilities										3.5	(5.9)
Current liabilities held-for-sale										2.0	(1.5)
Other current liabilities										5.8	(7.4)
Other non-current assets and liabilities										0.6	0.5
Net cash provided / (used) by operating activities - continuing										12.5	(1.3)
Net cash provided by operating activities - discontinued										0.1	0.1
Net cash provided / (used) by operating activities										12.6	(1.2)
Investing activities
Capital expenditures										(4.1)	(4.9)
Net cash used by investing activities - continuing										(4.1)	(4.9)
Net cash used by investing activities - discontinued										(0.1)	(0.1)
Net cash used by investing activities										(4.2)	(5.0)
Financing activities
Net repayment of short-term borrowings										(4.4)	(25.0)
Net drawdown of long-term borrowings										6.4	35.1
Repurchase of own shares										(1.0)	(1.6)
Share-based compensation cash paid										(0.3)	(0.3)
Dividends paid	$ (3.5)	$ (3.5)	$ (3.5)	$ (3.5)	$ (3.5)	(3.5)		(7.0)		(7.0)	(7.0)	$ (10.5)
Net cash (used) / provided by financing activities										(6.3)	1.2
Effect of exchange rate changes on cash and cash equivalents										(0.1)	0.3
Net increase / (decrease)										2.0	(4.7)
Cash, cash equivalents and restricted cash; beginning of year							$ 2.6		$ 12.9	2.6	12.9	12.9
Cash, cash equivalents and restricted cash; end of the second quarter						$ 4.6		$ 8.2		4.6	8.2	$ 2.6
Supplemental cash flow information:
Interest payments										2.8	2.8
Income tax payments, net										$ 0.3	$ 2.8

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($) shares in Millions, $ in Millions	Total	Additional paid-in capital	Treasury shares	Own shares held by ESOP	Retained earnings	Accumulated other comprehensive loss	Ordinary shares Common stock
Beginning balance at Dec. 31, 2022	$ 207.3	$ 221.4	$ (20.4)	$ (1.0)	$ 120.2	$ (139.4)	$ 26.5
Beginning balance (in shares) at Dec. 31, 2022			(1.3)	(0.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) / income	0.5				0.5
Other comprehensive loss, net of tax	10.2					10.2
Dividends declared	(3.5)				(3.5)
Share-based compensation	0.6	0.6
Share buyback (in shares)			(0.1)
Share buyback	(0.8)		$ (0.8)
Utilization of treasury shares to satisfy share based compensation	(0.3)	(0.3)
Ending balance at Apr. 02, 2023	214.0	221.7	$ (21.2)	$ (1.0)	117.2	(129.2)	26.5
Ending balance (in shares) at Apr. 02, 2023			(1.4)	(0.7)
Beginning balance at Dec. 31, 2022	207.3	221.4	$ (20.4)	$ (1.0)	120.2	(139.4)	26.5
Beginning balance (in shares) at Dec. 31, 2022			(1.3)	(0.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) / income	5.2
Other comprehensive loss, net of tax	13.8
Ending balance at Jul. 02, 2023	215.2	222.1	$ (21.8)	$ (0.9)	114.9	(125.6)	26.5
Ending balance (in shares) at Jul. 02, 2023			(1.4)	(0.6)
Beginning balance at Apr. 02, 2023	214.0	221.7	$ (21.2)	$ (1.0)	117.2	(129.2)	26.5
Beginning balance (in shares) at Apr. 02, 2023			(1.4)	(0.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) / income	4.7				4.7
Other comprehensive loss, net of tax	3.6					3.6
Dividends declared	(7.0)				(7.0)
Share-based compensation	0.7	0.7
Share buyback	(0.8)		$ (0.8)
Utilization of treasury shares to satisfy share based compensation	(0.1)	(0.3)	0.2
Utilization of shares from ESOP to satisfy share based compensation (in shares)				0.1
Utilization of treasury shares to satisfy share based compensation	0.1			$ 0.1
Ending balance at Jul. 02, 2023	215.2	222.1	$ (21.8)	$ (0.9)	114.9	(125.6)	26.5
Ending balance (in shares) at Jul. 02, 2023			(1.4)	(0.6)
Beginning balance at Dec. 31, 2023	212.6	223.5	$ (22.9)	$ (0.9)	104.3	(117.9)	26.5
Beginning balance (in shares) at Dec. 31, 2023			(1.5)	(0.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) / income	2.7				2.7
Other comprehensive loss, net of tax	(1.5)					(1.5)
Dividends declared	(3.5)				(3.5)
Share-based compensation	0.6	0.6
Share buyback	(0.4)		$ (0.4)
Utilization of shares from ESOP to satisfy share based compensation (in shares)				0.0
Utilization of treasury shares to satisfy share based compensation	(0.2)	(0.2)		$ 0.0
Ending balance at Mar. 31, 2024	210.3	223.9	$ (23.3)	$ (0.9)	103.5	(119.4)	26.5
Ending balance (in shares) at Mar. 31, 2024			(1.5)	(0.6)
Beginning balance at Dec. 31, 2023	212.6	223.5	$ (22.9)	$ (0.9)	104.3	(117.9)	26.5
Beginning balance (in shares) at Dec. 31, 2023			(1.5)	(0.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) / income	2.2
Other comprehensive loss, net of tax	(1.6)
Ending balance at Jun. 30, 2024	206.3	224.2	$ (23.6)	$ (0.8)	99.5	(119.5)	26.5
Ending balance (in shares) at Jun. 30, 2024			(1.6)	(0.6)
Beginning balance at Mar. 31, 2024	210.3	223.9	$ (23.3)	$ (0.9)	103.5	(119.4)	26.5
Beginning balance (in shares) at Mar. 31, 2024			(1.5)	(0.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) / income	(0.5)				(0.5)
Other comprehensive loss, net of tax	(0.1)					(0.1)
Dividends declared	(3.5)				(3.5)
Share-based compensation	0.8	0.8
Share buyback (in shares)			(0.1)
Share buyback	(0.6)		$ (0.6)
Utilization of treasury shares to satisfy share based compensation	0.0	(0.3)	0.3
Utilization of shares from ESOP to satisfy share based compensation (in shares)				0.0
Utilization of treasury shares to satisfy share based compensation	(0.1)	(0.2)		$ 0.1
Ending balance at Jun. 30, 2024	$ 206.3	$ 224.2	$ (23.6)	$ (0.8)	$ 99.5	$ (119.5)	$ 26.5
Ending balance (in shares) at Jun. 30, 2024			(1.6)	(0.6)

Basis of Presentation and Responsibility for interim Financial Statements	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation and responsibility for interim financial statements	Basis of Presentation and Responsibility for interim Financial Statements We prepared the accompanying unaudited condensed consolidated financial statements of Luxfer Holdings PLC and all wholly-owned, majority owned or otherwise controlled subsidiaries on the same basis as our annual audited financial statements. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Our quarterly financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023. As used in this report, the terms "we," "us," "our," "Luxfer" and "the Company" mean Luxfer Holdings PLC and its subsidiaries, unless the context indicates another meaning. In the opinion of management, our financial statements reflect all adjustments, which are only of a normal recurring nature, necessary for the fair statement of financial statements for interim periods in accordance with U.S. GAAP and with the instructions to Form 10-Q in Article 10 of Securities and Exchange Commission (SEC) Regulation S-X. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and any such differences may be material to our financial statements. Our fiscal year ends on December 31. We report our interim quarterly periods on a 13-week quarter basis, ending on a Sunday. The Second Quarter 2024, ended on June 30, 2024, and the Second Quarter 2023, ended on July 2, 2023. Accounting standards issued but not yet effective In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements. The new guidance requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included in the reported measure of segment profit or loss. It does not change the definition of a segment or the guidance for determining reportable segments. The new guidance is effective for the Company in the annual period beginning January 1, 2024 and in 2025 for interim periods. Adoption of this ASU will result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures in ASC 740, Income Taxes, primarily related to rate reconciliation and income taxes paid information. The ASU is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company is currently assessing the impact on its Consolidated Condensed Financial Statements and related disclosures.

Earnings per share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings per share

Basic and diluted earnings per share were calculated as follows:


	Second Quarter				Year-to-date
In millions except share and per-share data	2024		2023		2024		2023
Basic (loss) / earnings:
Net (loss) / income from continuing operations	$	(0.4)	$	4.9	$	2.4	$	5.4
Net loss from discontinued operations	(0.1)		(0.2)		(0.2)		(0.2)
Net (loss) / income	$	(0.5)	$	4.7	$	2.2	$	5.2

Weighted average number of £0.50 ordinary shares:
For basic earnings per share	26,831,372		26,923,804		26,826,123		26,922,528
Dilutive effect of potential common stock	100,919		141,534		66,107		161,458
For diluted earnings per share	26,932,291		27,065,338		26,892,230		27,083,986

(Loss) / earnings per share using weighted average number of ordinary shares outstanding(1):
Basic (loss) / earnings per ordinary share for continuing operations	$	(0.01)	$	0.18	$	0.09	$	0.20
Basic loss per ordinary share for discontinued operations	(0.01)		(0.01)		(0.01)		(0.01)
Basic (loss) / earnings per ordinary share	$	(0.02)	$	0.17	$	0.08	$	0.19

Diluted (loss) / earnings per ordinary share for continuing operations	$	(0.01)	$	0.18	$	0.09	$	0.20
Diluted loss per ordinary share for discontinued operations	—		(0.01)		(0.01)		(0.01)
Diluted (loss) / earnings per ordinary share	$	(0.02)	$	0.17	$	0.08	$	0.19

Net Sales

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Net Sales

Disaggregated sales disclosures for the second quarter and year-to-date ended June 30, 2024, and July 2, 2023, are included below and in Note 15, Segmental Information.


	Second Quarter
	2024								2023
In millions	Gas Cylinders		Elektron		Graphic Arts		Total		Gas Cylinders		Elektron		Graphic Arts		Total
Defense, First Response & Healthcare	$	24.6	$	17.9	$	—	$	42.5	$	20.9	$	26.8	$	—	$	47.7
Transportation	17.2		11.1		—		28.3		18.6		12.9		—		31.5
General industrial	8.0		13.0		7.9		28.9		9.0		13.3		8.9		31.2
	$	49.8	$	42.0	$	7.9	$	99.7	$	48.5	$	53.0	$	8.9	$	110.4


	Year-to-date
	2024								2023
In millions	Gas Cylinders		Elektron		Graphic Arts		Total		Gas Cylinders		Elektron		Graphic Arts		Total
Defense, First Response & Healthcare	$	45.2	$	31.8	$	—	$	77.0	$	39.0	$	50.9	$	—	$	89.9
Transportation	36.3		20.9		—		57.2		32.5		25.7		$	—	58.2
General industrial	13.7		27.0		14.2		54.9		18.5		28.8		$	16.3	63.6
	$	95.2	$	79.7	$	14.2	$	189.1	$	90.0	$	105.4	$	16.3	$	211.7

Restructuring

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring-related costs by reportable segment were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Severance and other costs
Gas Cylinders	$	1.1	$	0.2	$	1.6	$	0.5
Elektron	—		—		0.2		—

	$	1.1	$	0.2	$	1.8	$	0.5
Asset impairments
Gas Cylinders	$	—	$	2.3	$	—	$	2.3




Total restructuring charges	$	1.1	$	2.5	$	1.8	$	2.8

Activity related to restructuring, recorded in Other current liabilities in the consolidated balance sheets is summarized as follows:


In millions	2024
Balance at January 1,	$	3.3
Costs incurred	1.8
Cash payments and other	(1.9)
Balance at June 30,	$	3.2

Other Income	6 Months Ended
Other Income	Jun. 30, 2024
Other Income and Expenses [Abstract]
Other income	Other income In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed US Ecology case are covered by insurance. The Company recognized $5.1 million and $5.3 million in the second quarter and first half, respectively, of 2024, in relation to these costs previously incurred by the Company. The Company received $4.5 million in the first half of 2024 with a further $0.8 million confirmed in June 2024 and received in July 2024. The Company is still in negotiations with the insurance company with regard to final payment of previously-paid litigation costs. We are unable to reliably estimate the recoverable amount, and given the uncertainty, we have not recognized anything additional to amounts received.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates. The effective income tax rate on continuing operations for the first half ended June 30, 2024, was a 63.1%, tax charge compared to a 50.0% credit for the first half ended July 2, 2023. The rate was impacted by non-deductible expenses and the loss on held-for-sale asset group. 2023 was also impacted by a deferred tax credit primarily in relation to the U.S. pension buyout..

Acquisition and disposal related costs

6 Months Ended

Jun. 30, 2024

Business Combinations [Abstract]

Acquisition and disposal related costs


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Loss on held-for-sale asset group	$	7.5	$	—	$	7.5	$	—
Disposal related costs	1.7		—		1.9		—
	$	9.2	$	—	$	9.4	$	—

The $7.5 million loss on held-for-sale asset group relates to the Graphic Arts' assets which have been revalued to the expected consideration the Company will receive.

Supplementary balance sheet information

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplementary balance sheet information


	June 30,		December 31,
In millions	2024		2023
Accounts and other receivables
Trade receivables	$	53.7	$	52.3
Related parties	0.1		0.1
Prepayments and accrued income	4.1		5.7
Derivative financial instruments	—		0.4

Other receivables	3.0		1.4
Total accounts and other receivables	$	60.9	$	59.9

Inventories
Raw materials and supplies	$	32.4	$	34.7
Work-in-process	27.8		34.8
Finished goods	28.0		26.4
Total inventories	$	88.2	$	95.9

Other current assets
Income tax receivable	1.5		1.5
Total other current assets	$	1.5	$	1.5

Property, plant and equipment, net
Land, buildings and leasehold improvements	$	51.9	$	51.0
Machinery and equipment	238.4		234.9
Construction in progress	11.6		13.6
Total property, plant and equipment	301.9		299.5
Accumulated depreciation and impairment	(238.8)		(235.7)
Total property, plant and equipment, net	$	63.1	$	63.8




Current maturities of long-term debt and short-term borrowings

Overdrafts	0.2		4.6
Total current maturities of long-term debt and short-term borrowings	$	0.2	$	4.6

Other current liabilities
Restructuring provision	$	3.2	$	3.3
Short term provision	0.1		0.1

Derivative financial instruments	0.2		—
Operating lease liability	4.0		4.7

Advance payments	1.9		0.8
Total other current liabilities	$	9.4	$	8.9

Other non-current liabilities
Contingent liabilities	$	1.8	$	1.6
Operating lease liability	12.7		15.0
Other non-current liabilities	—		0.2
Total other non-current liabilities	$	14.5	$	16.8

Goodwill and other identifiable intangible assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and other identifiable intangible assets

Changes in goodwill during the first half ended June 30, 2024, were as follows:


In millions	Gas Cylinders		Elektron		Total
At January 1, 2024	$	26.2	$	41.3	$	67.5

Exchange difference	(0.2)		(0.1)		(0.3)
Net balance at June 30, 2024	$	26.0	$	41.2	$	67.2

Accumulated goodwill impairment losses in relation to continuing activities were $8.0 million as of June 30, 2024 and December 31, 2023.

Identifiable intangible assets consisted of the following:


In millions	Customer relationships		Technology and trading related		Total
Cost:


At January 1 and June 30, 2024	$	15.2	$	7.8	$	23.0

Accumulated amortization:
At January 1, 2024	$	6.6	$	4.4	$	11.0
Charge	0.2		0.2		0.4

At June 30, 2024	$	6.8	$	4.6	$	11.4

Net book values:
At January 1, 2024	$	8.6	$	3.4	$	12.0
At June 30, 2024	$	8.4	$	3.2	$	11.6

Identifiable intangible asset amortization expense was $0.4 million and $0.4 million for the first half of 2024 and 2023 respectively.

Intangible asset amortization expense during each of the following five years is expected to be approximately $0.8 million per year.

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

Debt outstanding was as follows:


	June 30,		December 31,
In millions	2024		2023


4.94% Loan Notes due 2026	$	25.0	$	25.0
Revolving credit facility	49.3		43.1
Bank overdraft	0.2		4.6
Unamortized debt issuance costs	(0.3)		(0.5)
Total debt	74.2		72.2
Less current portion	(0.2)		(4.6)
Non-current debt	$	74.0	$	67.6

The weighted-average interest rate on the revolving credit facility was 7.80% for the first half of the year and 7.70% for the full-year 2023.

10. Debt (continued)

Loan notes due and shelf facility

The Loan Notes due 2026, the Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York.

Senior Facilities Agreement

We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011 to June 30, 2024.

Bank Overdraft

The bank overdraft is an uncommitted facility with no expiration date, this is reviewed annually and can be cancelled by either the bank or the Company on demand.

Discontinued Operations

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

The assets and liabilities of the Superform business have been presented within assets held-for-sale and liabilities held-for-sale in the consolidated balance sheets for 2024 and 2023.

Results of discontinued operations in the first six months of 2024 and 2023 were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023			2024		2023
Net sales	$	1.6	$	1.9		$	3.1	$	4.2
Cost of goods sold	(1.4)		(1.7)			(2.5)		(3.6)
Gross profit	0.2		0.2			0.6		0.6
Selling, general and administrative expenses	(0.4)		(0.4)			(0.8)		(0.7)
Restructuring charge	—		(0.1)			(0.1)		(0.2)

Operating loss	(0.2)		(0.3)			(0.3)		(0.3)
Tax credit	0.1		0.1			0.1		0.1
Net loss	$	(0.1)	$	(0.2)		$	(0.2)	$	(0.2)

11. Discontinued Operations (continued)

The assets and liabilities classified as held-for-sale related to discontinued operations were as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	3.7	$	3.3
Accounts and other receivables	2.1		2.3
Current assets	5.8		5.6

Right-of-use-assets	1.7		2.1
Held-for-sale assets	$	7.5	$	7.7

Held-for-sale liabilities
Accounts payable	$	0.7	$	0.9
Accrued liabilities	0.3		0.4
Other liabilities	2.4		2.6

Held-for-sale liabilities	$	3.4	$	3.9

There was $0.1m of capital expenditure in the second half of 2024 (2023: none), there was no depreciation and amortization or any other significant non-cash items.

Held-for-sale assets and liabilities

The total assets and liabilities classified as held-for-sale, including those that qualify as discontinued operations are as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	12.3	$	3.3
Accounts and other receivables	8.2		2.3
Current assets	20.5		5.6

Property, plant and equipment	1.2		1.2
Right-of-use-assets	1.7		2.1
Non-current assets	2.9		3.3

Total held-for-sale assets	$	23.4	$	8.9

Held-for-sale liabilities
Accounts payable	2.9		0.9
Accrued liabilities	2.9		0.4
Other liabilities	3.6		2.6
Held-for-sale liabilities	$	9.4	$	3.9

Held-for-sale assets and liabilities

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Held-for-sale assets and liabilities

Discontinued Operations

The assets and liabilities of the Superform business have been presented within assets held-for-sale and liabilities held-for-sale in the consolidated balance sheets for 2024 and 2023.

Results of discontinued operations in the first six months of 2024 and 2023 were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023			2024		2023
Net sales	$	1.6	$	1.9		$	3.1	$	4.2
Cost of goods sold	(1.4)		(1.7)			(2.5)		(3.6)
Gross profit	0.2		0.2			0.6		0.6
Selling, general and administrative expenses	(0.4)		(0.4)			(0.8)		(0.7)
Restructuring charge	—		(0.1)			(0.1)		(0.2)

Operating loss	(0.2)		(0.3)			(0.3)		(0.3)
Tax credit	0.1		0.1			0.1		0.1
Net loss	$	(0.1)	$	(0.2)		$	(0.2)	$	(0.2)

11. Discontinued Operations (continued)

The assets and liabilities classified as held-for-sale related to discontinued operations were as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	3.7	$	3.3
Accounts and other receivables	2.1		2.3
Current assets	5.8		5.6

Right-of-use-assets	1.7		2.1
Held-for-sale assets	$	7.5	$	7.7

Held-for-sale liabilities
Accounts payable	$	0.7	$	0.9
Accrued liabilities	0.3		0.4
Other liabilities	2.4		2.6

Held-for-sale liabilities	$	3.4	$	3.9

There was $0.1m of capital expenditure in the second half of 2024 (2023: none), there was no depreciation and amortization or any other significant non-cash items.

Held-for-sale assets and liabilities

The total assets and liabilities classified as held-for-sale, including those that qualify as discontinued operations are as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	12.3	$	3.3
Accounts and other receivables	8.2		2.3
Current assets	20.5		5.6

Property, plant and equipment	1.2		1.2
Right-of-use-assets	1.7		2.1
Non-current assets	2.9		3.3

Total held-for-sale assets	$	23.4	$	8.9

Held-for-sale liabilities
Accounts payable	2.9		0.9
Accrued liabilities	2.9		0.4
Other liabilities	3.6		2.6
Held-for-sale liabilities	$	9.4	$	3.9

Share Plans

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share Plans

Total share-based compensation expense for the quarters ended June 30, 2024, and July 2, 2023, was as follows:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023



Total share-based compensation charges	$	0.8	$	0.7	$	1.4	$	1.3

The following table illustrates the assumptions used in deriving the fair value of share options granted during 2024 and the year-ended December 31, 2023:


	2024	2023
Dividend yield (%)	3.15 - 3.32	3.15 - 3.32
Expected volatility range (%)	31.54 - 43.49	31.54 - 43.49
Risk-free interest rate (%)	3.67 - 5.16	3.67 - 5.16
Expected life of share options range (years)	1.00 - 4.00	1.00 - 4.00
Forfeiture rate (%)	5.00	5.00
Weighted average exercise price ($)	$1.00	$1.00
Model used	Black-Scholes & Monte-Carlo	Black-Scholes & Monte-Carlo

Shareholders' Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Shareholders' Equity

Dividends paid and proposed


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Dividends declared and paid / accrued during the year:
Interim dividend declared January 3, 2023 and paid February 1, 2023 ($0.130 per ordinary share)	$	—	$	—	$	—	$	3.5
Interim dividend declared April 3, 2023 and paid May 3, 2023 ($0.130 per ordinary share)	—		3.5		—		3.5
Interim dividend declared June 29, 2023 and paid August 2, 2023 ($0.130 per ordinary share)	—		3.5		—		3.5
Interim dividend declared January 19, 2024 and paid February 7, 2024 ($0.130 per ordinary share)	—		—		3.5		—
Interim dividend declared April 9, 2024 and paid May 8, 2024 ($0.130 per ordinary share)	3.5		—		3.5		—


	$	3.5	$	7.0	$	7.0	$	10.5


In millions	2024		2023
Dividends declared and paid after the quarter end (not recognized as a liability at the quarter end):
Interim dividend declared July 8, 2024 and paid August 7, 2024 ($0.130 per ordinary share)	$	3.5	$	—
	$	3.5	$	—

Segmental Information

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segmental Information

Gas Cylinders segment

Graphic Arts segment

Other

Other, as used below, primarily represents unallocated corporate expense and includes non-service related defined benefit pension credit / charge.

Financial information by reportable segment for the Second Quarter and first half ended June 30, 2024, and July 2, 2023, is included in the following summary:


	Net sales								Adjusted EBITDA
	Second Quarter				Year-to-date				Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	49.8	$	48.5	$	95.2	$	90.0	$	4.9	$	4.9	$	9.0	$	7.4
Elektron segment	42.0		53.0		79.7		105.4		12.4		9.5		18.8		19.0
Graphic Arts segment	7.9		8.9		14.2		16.3		0.1		—		(1.6)		(0.7)
Consolidated	$	99.7	$	110.4	$	189.1	$	211.7	$	17.4	$	14.4	$	26.2	$	25.7

(1) Adjusted EBITA is adjusted EBITDA less depreciation and loss on disposal of property, plant and equipment.

15. Segmental Information (continued)


	Depreciation and amortization								Restructuring charges
	Second Quarter				Year-to-date				Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	0.9	$	1.0	$	1.7	$	2.1	$	1.1	$	2.5	$	1.6	$	2.8
Elektron segment	1.6		1.8		3.2		3.5		—		—		0.2		—
Graphic Arts segment	—		0.5		—		1.0		—		—		—		—
Consolidated	$	2.5	$	3.3	$	4.9	$	6.6	$	1.1	$	2.5	$	1.8	$	2.8


	Total assets				Capital expenditures
	June 30,		December 31,		Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	136.7	$	131.0	$	1.3	$	0.3	$	2.1	$	0.6
Elektron segment	167.7		162.4		1.4		2.3		2.1		3.9
Graphic Arts segment	14.7		19.6		0.1		0.4		0.1		0.5
Other	53.2		51.3		—		—		—		—
Discontinued operations	7.5		7.8		—		0.2		—		0.1
Consolidated	$	379.8	$	372.1	$	2.8	$	3.2	$	4.3	$	5.1


	Property, plant and equipment, net
	June 30,		December 31,
In millions	2024		2023
U.S.	$	26.8	$	26.8
United Kingdom	32.0		32.8
Canada	3.0		2.9
Rest of Europe	1.0		1.0
Asia Pacific	0.3		0.3
	$	63.1	$	63.8

The following table presents a reconciliation of Adjusted EBITDA to net income before income taxes, from continuing operations:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Adjusted EBITDA	$	17.4	$	14.4	$	26.2	$	25.7
Other share-based compensation charges	(0.8)		(0.7)		(1.4)		(1.3)

Depreciation and amortization	(2.5)		(3.3)		(4.9)		(6.6)


Restructuring charges	(1.1)		(2.5)		(1.8)		(2.8)

Acquisition and disposal related costs	(9.2)		—		(9.4)		—


Defined benefits pension credit / (charge)	0.2		0.6		0.5		(8.3)

Interest expense, net	(1.3)		(1.8)		(2.7)		(3.1)

Net income before income taxes from continuing operations	$	2.7	$	6.7	$	6.5	$	3.6

15. Segmental Information (continued)

The following tables present certain geographic information by geographic region for the Second Quarter ended June 30, 2024, and July 2, 2023:


	Net Sales(1)
	Second Quarter								Year-to-date
	2024				2023				2024				2023
	$M		Percent		$M		Percent		$M		Percent		$M		Percent
United States	$	57.3	57.6	%	$	67.8	61.5	%	$	110.5	58.4	%	$	125.5	59.3	%
Germany	7.2		7.2	%	3.8		3.4	%	12.6		6.7	%	10.1		4.8	%
United Kingdom	6.3		6.3	%	5.2		4.7	%	10.6		5.6	%	10.8		5.1	%
Japan	5.0		5.0	%	6.3		5.7	%	9.0		4.8	%	10.8		5.1	%
Canada	2.8		2.8	%	3.4		3.1	%	6.5		3.4	%	5.2		2.5	%
Top five countries	78.6		78.9	%	86.5		78.4	%	149.2		78.9	%	162.4		76.7	%
Rest of Europe	12.3		12.3	%	11.7		10.6	%	24.4		13.0	%	24.7		11.7	%
Asia Pacific	6.7		6.7	%	8.3		7.5	%	10.3		5.4	%	17.3		8.2	%
Other (2)	2.1		2.1	%	3.9		3.5	%	5.2		2.7	%	7.3		3.4	%
	$	99.7			$	110.4			$	189.1			$	211.7

(1) Net sales are based on the geographic destination of sale.

(2) Other includes South America, Latin America and Africa.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Committed and uncommitted banking facilities


	Uncommitted Facilities
	June 30, 2024				December 31, 2023
	Facility		Drawn		Facility		Drawn
Bond and Guarantees	$	0.6	$	0.1	$	0.6	$	0.2
Letters of Credit	$	4.0	$	2.2	$	4.0	$	2.2
Overdraft	$	7.8	$	0.2	$	7.8	$	4.6
	$	12.4	$	2.5	$	12.4	$	7.0

Contingencies

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed US Ecology case are covered by insurance. The Company recognized $5.1 million and $5.3 million in the second quarter and first half, respectively, of 2024, in relation to recovery of these costs previously incurred by the Company. The Company received $4.5 million in the first half of 2024 with a further $0.8 million received in July 2024.

Pension Settlement	6 Months Ended
Pension Settlement	Jun. 30, 2024
Retirement Benefits [Abstract]
Pension Settlement	Pension Settlement In the first quarter of 2023, there was a $9.2 million charge in relation to the sale of the U.S. pension plan liability to an insurer, which included $2.3 million cash and $6.9 million in relation to the derecognition of the U.S. pension liability and reallocation of accumulated actuarial losses from other comprehensive income. This was partially offset by a $0.3 million defined benefit credit on the U.K. pension plan.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Other than those disclosed elsewhere in the note to the financial statements, no material subsequent events to report.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024	Jul. 02, 2023	Apr. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Pay vs Performance Disclosure
Net (loss) / income	$ (0.5)	$ 2.7	$ 4.7	$ 0.5	$ 2.2	$ 5.2

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation and Responsibility for interim Financial Statements (Policies)	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	Basis of Presentation and Responsibility for interim Financial Statements We prepared the accompanying unaudited condensed consolidated financial statements of Luxfer Holdings PLC and all wholly-owned, majority owned or otherwise controlled subsidiaries on the same basis as our annual audited financial statements. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Our quarterly financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023. As used in this report, the terms "we," "us," "our," "Luxfer" and "the Company" mean Luxfer Holdings PLC and its subsidiaries, unless the context indicates another meaning. In the opinion of management, our financial statements reflect all adjustments, which are only of a normal recurring nature, necessary for the fair statement of financial statements for interim periods in accordance with U.S. GAAP and with the instructions to Form 10-Q in Article 10 of Securities and Exchange Commission (SEC) Regulation S-X. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and any such differences may be material to our financial statements.
Fiscal year	Our fiscal year ends on December 31. We report our interim quarterly periods on a 13-week quarter basis, ending on a Sunday. The Second Quarter 2024, ended on June 30, 2024, and the Second Quarter 2023, ended on July 2, 2023.
Accounting standards issued but not yet effective	Accounting standards issued but not yet effective In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements. The new guidance requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included in the reported measure of segment profit or loss. It does not change the definition of a segment or the guidance for determining reportable segments. The new guidance is effective for the Company in the annual period beginning January 1, 2024 and in 2025 for interim periods. Adoption of this ASU will result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures in ASC 740, Income Taxes, primarily related to rate reconciliation and income taxes paid information. The ASU is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company is currently assessing the impact on its Consolidated Condensed Financial Statements and related disclosures.

Earnings per share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of earnings per share

Basic and diluted earnings per share were calculated as follows:


	Second Quarter				Year-to-date
In millions except share and per-share data	2024		2023		2024		2023
Basic (loss) / earnings:
Net (loss) / income from continuing operations	$	(0.4)	$	4.9	$	2.4	$	5.4
Net loss from discontinued operations	(0.1)		(0.2)		(0.2)		(0.2)
Net (loss) / income	$	(0.5)	$	4.7	$	2.2	$	5.2

Weighted average number of £0.50 ordinary shares:
For basic earnings per share	26,831,372		26,923,804		26,826,123		26,922,528
Dilutive effect of potential common stock	100,919		141,534		66,107		161,458
For diluted earnings per share	26,932,291		27,065,338		26,892,230		27,083,986

(Loss) / earnings per share using weighted average number of ordinary shares outstanding(1):
Basic (loss) / earnings per ordinary share for continuing operations	$	(0.01)	$	0.18	$	0.09	$	0.20
Basic loss per ordinary share for discontinued operations	(0.01)		(0.01)		(0.01)		(0.01)
Basic (loss) / earnings per ordinary share	$	(0.02)	$	0.17	$	0.08	$	0.19

Diluted (loss) / earnings per ordinary share for continuing operations	$	(0.01)	$	0.18	$	0.09	$	0.20
Diluted loss per ordinary share for discontinued operations	—		(0.01)		(0.01)		(0.01)
Diluted (loss) / earnings per ordinary share	$	(0.02)	$	0.17	$	0.08	$	0.19

Net Sales (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue

Disaggregated sales disclosures for the second quarter and year-to-date ended June 30, 2024, and July 2, 2023, are included below and in Note 15, Segmental Information.


	Second Quarter
	2024								2023
In millions	Gas Cylinders		Elektron		Graphic Arts		Total		Gas Cylinders		Elektron		Graphic Arts		Total
Defense, First Response & Healthcare	$	24.6	$	17.9	$	—	$	42.5	$	20.9	$	26.8	$	—	$	47.7
Transportation	17.2		11.1		—		28.3		18.6		12.9		—		31.5
General industrial	8.0		13.0		7.9		28.9		9.0		13.3		8.9		31.2
	$	49.8	$	42.0	$	7.9	$	99.7	$	48.5	$	53.0	$	8.9	$	110.4


	Year-to-date
	2024								2023
In millions	Gas Cylinders		Elektron		Graphic Arts		Total		Gas Cylinders		Elektron		Graphic Arts		Total
Defense, First Response & Healthcare	$	45.2	$	31.8	$	—	$	77.0	$	39.0	$	50.9	$	—	$	89.9
Transportation	36.3		20.9		—		57.2		32.5		25.7		$	—	58.2
General industrial	13.7		27.0		14.2		54.9		18.5		28.8		$	16.3	63.6
	$	95.2	$	79.7	$	14.2	$	189.1	$	90.0	$	105.4	$	16.3	$	211.7

Restructuring (Tables)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring and related costs

Restructuring-related costs by reportable segment were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Severance and other costs
Gas Cylinders	$	1.1	$	0.2	$	1.6	$	0.5
Elektron	—		—		0.2		—

	$	1.1	$	0.2	$	1.8	$	0.5
Asset impairments
Gas Cylinders	$	—	$	2.3	$	—	$	2.3




Total restructuring charges	$	1.1	$	2.5	$	1.8	$	2.8

Schedule of restructuring reserve

Activity related to restructuring, recorded in Other current liabilities in the consolidated balance sheets is summarized as follows:


In millions	2024
Balance at January 1,	$	3.3
Costs incurred	1.8
Cash payments and other	(1.9)
Balance at June 30,	$	3.2

Acquisition and disposal related costs (Tables)

6 Months Ended

Jun. 30, 2024

Business Combinations [Abstract]

Schedule of Acquisition and Disposal Cost


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Loss on held-for-sale asset group	$	7.5	$	—	$	7.5	$	—
Disposal related costs	1.7		—		1.9		—
	$	9.2	$	—	$	9.4	$	—

Results of discontinued operations in the first six months of 2024 and 2023 were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023			2024		2023
Net sales	$	1.6	$	1.9		$	3.1	$	4.2
Cost of goods sold	(1.4)		(1.7)			(2.5)		(3.6)
Gross profit	0.2		0.2			0.6		0.6
Selling, general and administrative expenses	(0.4)		(0.4)			(0.8)		(0.7)
Restructuring charge	—		(0.1)			(0.1)		(0.2)

Operating loss	(0.2)		(0.3)			(0.3)		(0.3)
Tax credit	0.1		0.1			0.1		0.1
Net loss	$	(0.1)	$	(0.2)		$	(0.2)	$	(0.2)

The assets and liabilities classified as held-for-sale related to discontinued operations were as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	3.7	$	3.3
Accounts and other receivables	2.1		2.3
Current assets	5.8		5.6

Right-of-use-assets	1.7		2.1
Held-for-sale assets	$	7.5	$	7.7

Held-for-sale liabilities
Accounts payable	$	0.7	$	0.9
Accrued liabilities	0.3		0.4
Other liabilities	2.4		2.6

Held-for-sale liabilities	$	3.4	$	3.9

The total assets and liabilities classified as held-for-sale, including those that qualify as discontinued operations are as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	12.3	$	3.3
Accounts and other receivables	8.2		2.3
Current assets	20.5		5.6

Property, plant and equipment	1.2		1.2
Right-of-use-assets	1.7		2.1
Non-current assets	2.9		3.3

Total held-for-sale assets	$	23.4	$	8.9

Held-for-sale liabilities
Accounts payable	2.9		0.9
Accrued liabilities	2.9		0.4
Other liabilities	3.6		2.6
Held-for-sale liabilities	$	9.4	$	3.9

Supplementary balance sheet information (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed balance sheet


	June 30,		December 31,
In millions	2024		2023
Accounts and other receivables
Trade receivables	$	53.7	$	52.3
Related parties	0.1		0.1
Prepayments and accrued income	4.1		5.7
Derivative financial instruments	—		0.4

Other receivables	3.0		1.4
Total accounts and other receivables	$	60.9	$	59.9

Inventories
Raw materials and supplies	$	32.4	$	34.7
Work-in-process	27.8		34.8
Finished goods	28.0		26.4
Total inventories	$	88.2	$	95.9

Other current assets
Income tax receivable	1.5		1.5
Total other current assets	$	1.5	$	1.5

Property, plant and equipment, net
Land, buildings and leasehold improvements	$	51.9	$	51.0
Machinery and equipment	238.4		234.9
Construction in progress	11.6		13.6
Total property, plant and equipment	301.9		299.5
Accumulated depreciation and impairment	(238.8)		(235.7)
Total property, plant and equipment, net	$	63.1	$	63.8




Current maturities of long-term debt and short-term borrowings

Overdrafts	0.2		4.6
Total current maturities of long-term debt and short-term borrowings	$	0.2	$	4.6

Other current liabilities
Restructuring provision	$	3.2	$	3.3
Short term provision	0.1		0.1

Derivative financial instruments	0.2		—
Operating lease liability	4.0		4.7

Advance payments	1.9		0.8
Total other current liabilities	$	9.4	$	8.9

Other non-current liabilities
Contingent liabilities	$	1.8	$	1.6
Operating lease liability	12.7		15.0
Other non-current liabilities	—		0.2
Total other non-current liabilities	$	14.5	$	16.8

Goodwill and other identifiable intangible assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in goodwill during the first half ended June 30, 2024, were as follows:


In millions	Gas Cylinders		Elektron		Total
At January 1, 2024	$	26.2	$	41.3	$	67.5

Exchange difference	(0.2)		(0.1)		(0.3)
Net balance at June 30, 2024	$	26.0	$	41.2	$	67.2

Schedule of Intangible Assets

Identifiable intangible assets consisted of the following:


In millions	Customer relationships		Technology and trading related		Total
Cost:


At January 1 and June 30, 2024	$	15.2	$	7.8	$	23.0

Accumulated amortization:
At January 1, 2024	$	6.6	$	4.4	$	11.0
Charge	0.2		0.2		0.4

At June 30, 2024	$	6.8	$	4.6	$	11.4

Net book values:
At January 1, 2024	$	8.6	$	3.4	$	12.0
At June 30, 2024	$	8.4	$	3.2	$	11.6

Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt outstanding was as follows:


	June 30,		December 31,
In millions	2024		2023


4.94% Loan Notes due 2026	$	25.0	$	25.0
Revolving credit facility	49.3		43.1
Bank overdraft	0.2		4.6
Unamortized debt issuance costs	(0.3)		(0.5)
Total debt	74.2		72.2
Less current portion	(0.2)		(4.6)
Non-current debt	$	74.0	$	67.6

Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Results of Discontinued Operations


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Loss on held-for-sale asset group	$	7.5	$	—	$	7.5	$	—
Disposal related costs	1.7		—		1.9		—
	$	9.2	$	—	$	9.4	$	—

Results of discontinued operations in the first six months of 2024 and 2023 were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023			2024		2023
Net sales	$	1.6	$	1.9		$	3.1	$	4.2
Cost of goods sold	(1.4)		(1.7)			(2.5)		(3.6)
Gross profit	0.2		0.2			0.6		0.6
Selling, general and administrative expenses	(0.4)		(0.4)			(0.8)		(0.7)
Restructuring charge	—		(0.1)			(0.1)		(0.2)

Operating loss	(0.2)		(0.3)			(0.3)		(0.3)
Tax credit	0.1		0.1			0.1		0.1
Net loss	$	(0.1)	$	(0.2)		$	(0.2)	$	(0.2)

The assets and liabilities classified as held-for-sale related to discontinued operations were as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	3.7	$	3.3
Accounts and other receivables	2.1		2.3
Current assets	5.8		5.6

Right-of-use-assets	1.7		2.1
Held-for-sale assets	$	7.5	$	7.7

Held-for-sale liabilities
Accounts payable	$	0.7	$	0.9
Accrued liabilities	0.3		0.4
Other liabilities	2.4		2.6

Held-for-sale liabilities	$	3.4	$	3.9

The total assets and liabilities classified as held-for-sale, including those that qualify as discontinued operations are as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	12.3	$	3.3
Accounts and other receivables	8.2		2.3
Current assets	20.5		5.6

Property, plant and equipment	1.2		1.2
Right-of-use-assets	1.7		2.1
Non-current assets	2.9		3.3

Total held-for-sale assets	$	23.4	$	8.9

Held-for-sale liabilities
Accounts payable	2.9		0.9
Accrued liabilities	2.9		0.4
Other liabilities	3.6		2.6
Held-for-sale liabilities	$	9.4	$	3.9

Held-for-sale assets and liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Current Held-for-Sale Assets and Liabilities


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Loss on held-for-sale asset group	$	7.5	$	—	$	7.5	$	—
Disposal related costs	1.7		—		1.9		—
	$	9.2	$	—	$	9.4	$	—

Results of discontinued operations in the first six months of 2024 and 2023 were as follows:


	Second Quarter				Year-to-date
In millions	2024		2023			2024		2023
Net sales	$	1.6	$	1.9		$	3.1	$	4.2
Cost of goods sold	(1.4)		(1.7)			(2.5)		(3.6)
Gross profit	0.2		0.2			0.6		0.6
Selling, general and administrative expenses	(0.4)		(0.4)			(0.8)		(0.7)
Restructuring charge	—		(0.1)			(0.1)		(0.2)

Operating loss	(0.2)		(0.3)			(0.3)		(0.3)
Tax credit	0.1		0.1			0.1		0.1
Net loss	$	(0.1)	$	(0.2)		$	(0.2)	$	(0.2)

The assets and liabilities classified as held-for-sale related to discontinued operations were as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	3.7	$	3.3
Accounts and other receivables	2.1		2.3
Current assets	5.8		5.6

Right-of-use-assets	1.7		2.1
Held-for-sale assets	$	7.5	$	7.7

Held-for-sale liabilities
Accounts payable	$	0.7	$	0.9
Accrued liabilities	0.3		0.4
Other liabilities	2.4		2.6

Held-for-sale liabilities	$	3.4	$	3.9

The total assets and liabilities classified as held-for-sale, including those that qualify as discontinued operations are as follows:


Held-for-sale assets	June 30,		December 31,
In millions	2024		2023
Inventory	$	12.3	$	3.3
Accounts and other receivables	8.2		2.3
Current assets	20.5		5.6

Property, plant and equipment	1.2		1.2
Right-of-use-assets	1.7		2.1
Non-current assets	2.9		3.3

Total held-for-sale assets	$	23.4	$	8.9

Held-for-sale liabilities
Accounts payable	2.9		0.9
Accrued liabilities	2.9		0.4
Other liabilities	3.6		2.6
Held-for-sale liabilities	$	9.4	$	3.9

Share Plans (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation Expense

Total share-based compensation expense for the quarters ended June 30, 2024, and July 2, 2023, was as follows:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023



Total share-based compensation charges	$	0.8	$	0.7	$	1.4	$	1.3

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The following table illustrates the assumptions used in deriving the fair value of share options granted during 2024 and the year-ended December 31, 2023:


	2024	2023
Dividend yield (%)	3.15 - 3.32	3.15 - 3.32
Expected volatility range (%)	31.54 - 43.49	31.54 - 43.49
Risk-free interest rate (%)	3.67 - 5.16	3.67 - 5.16
Expected life of share options range (years)	1.00 - 4.00	1.00 - 4.00
Forfeiture rate (%)	5.00	5.00
Weighted average exercise price ($)	$1.00	$1.00
Model used	Black-Scholes & Monte-Carlo	Black-Scholes & Monte-Carlo

Shareholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Dividends Paid and Proposed


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Dividends declared and paid / accrued during the year:
Interim dividend declared January 3, 2023 and paid February 1, 2023 ($0.130 per ordinary share)	$	—	$	—	$	—	$	3.5
Interim dividend declared April 3, 2023 and paid May 3, 2023 ($0.130 per ordinary share)	—		3.5		—		3.5
Interim dividend declared June 29, 2023 and paid August 2, 2023 ($0.130 per ordinary share)	—		3.5		—		3.5
Interim dividend declared January 19, 2024 and paid February 7, 2024 ($0.130 per ordinary share)	—		—		3.5		—
Interim dividend declared April 9, 2024 and paid May 8, 2024 ($0.130 per ordinary share)	3.5		—		3.5		—


	$	3.5	$	7.0	$	7.0	$	10.5


In millions	2024		2023
Dividends declared and paid after the quarter end (not recognized as a liability at the quarter end):
Interim dividend declared July 8, 2024 and paid August 7, 2024 ($0.130 per ordinary share)	$	3.5	$	—
	$	3.5	$	—

Segmental Information (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Financial information by reportable segment for the Second Quarter and first half ended June 30, 2024, and July 2, 2023, is included in the following summary:


	Net sales								Adjusted EBITDA
	Second Quarter				Year-to-date				Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	49.8	$	48.5	$	95.2	$	90.0	$	4.9	$	4.9	$	9.0	$	7.4
Elektron segment	42.0		53.0		79.7		105.4		12.4		9.5		18.8		19.0
Graphic Arts segment	7.9		8.9		14.2		16.3		0.1		—		(1.6)		(0.7)
Consolidated	$	99.7	$	110.4	$	189.1	$	211.7	$	17.4	$	14.4	$	26.2	$	25.7

(1) Adjusted EBITA is adjusted EBITDA less depreciation and loss on disposal of property, plant and equipment.

15. Segmental Information (continued)


	Depreciation and amortization								Restructuring charges
	Second Quarter				Year-to-date				Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	0.9	$	1.0	$	1.7	$	2.1	$	1.1	$	2.5	$	1.6	$	2.8
Elektron segment	1.6		1.8		3.2		3.5		—		—		0.2		—
Graphic Arts segment	—		0.5		—		1.0		—		—		—		—
Consolidated	$	2.5	$	3.3	$	4.9	$	6.6	$	1.1	$	2.5	$	1.8	$	2.8


	Total assets				Capital expenditures
	June 30,		December 31,		Second Quarter				Year-to-date
In millions	2024		2023		2024		2023		2024		2023
Gas Cylinders segment	$	136.7	$	131.0	$	1.3	$	0.3	$	2.1	$	0.6
Elektron segment	167.7		162.4		1.4		2.3		2.1		3.9
Graphic Arts segment	14.7		19.6		0.1		0.4		0.1		0.5
Other	53.2		51.3		—		—		—		—
Discontinued operations	7.5		7.8		—		0.2		—		0.1
Consolidated	$	379.8	$	372.1	$	2.8	$	3.2	$	4.3	$	5.1

Property, Plant and Equipment, Net by Geographic Region


	Property, plant and equipment, net
	June 30,		December 31,
In millions	2024		2023
U.S.	$	26.8	$	26.8
United Kingdom	32.0		32.8
Canada	3.0		2.9
Rest of Europe	1.0		1.0
Asia Pacific	0.3		0.3
	$	63.1	$	63.8

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

The following table presents a reconciliation of Adjusted EBITDA to net income before income taxes, from continuing operations:


	Second Quarter				Year-to-date
In millions	2024		2023		2024		2023
Adjusted EBITDA	$	17.4	$	14.4	$	26.2	$	25.7
Other share-based compensation charges	(0.8)		(0.7)		(1.4)		(1.3)

Depreciation and amortization	(2.5)		(3.3)		(4.9)		(6.6)


Restructuring charges	(1.1)		(2.5)		(1.8)		(2.8)

Acquisition and disposal related costs	(9.2)		—		(9.4)		—


Defined benefits pension credit / (charge)	0.2		0.6		0.5		(8.3)

Interest expense, net	(1.3)		(1.8)		(2.7)		(3.1)

Net income before income taxes from continuing operations	$	2.7	$	6.7	$	6.5	$	3.6

Revenue from External Customers and Long-term Assets by Geographic Areas

The following tables present certain geographic information by geographic region for the Second Quarter ended June 30, 2024, and July 2, 2023:


	Net Sales(1)
	Second Quarter								Year-to-date
	2024				2023				2024				2023
	$M		Percent		$M		Percent		$M		Percent		$M		Percent
United States	$	57.3	57.6	%	$	67.8	61.5	%	$	110.5	58.4	%	$	125.5	59.3	%
Germany	7.2		7.2	%	3.8		3.4	%	12.6		6.7	%	10.1		4.8	%
United Kingdom	6.3		6.3	%	5.2		4.7	%	10.6		5.6	%	10.8		5.1	%
Japan	5.0		5.0	%	6.3		5.7	%	9.0		4.8	%	10.8		5.1	%
Canada	2.8		2.8	%	3.4		3.1	%	6.5		3.4	%	5.2		2.5	%
Top five countries	78.6		78.9	%	86.5		78.4	%	149.2		78.9	%	162.4		76.7	%
Rest of Europe	12.3		12.3	%	11.7		10.6	%	24.4		13.0	%	24.7		11.7	%
Asia Pacific	6.7		6.7	%	8.3		7.5	%	10.3		5.4	%	17.3		8.2	%
Other (2)	2.1		2.1	%	3.9		3.5	%	5.2		2.7	%	7.3		3.4	%
	$	99.7			$	110.4			$	189.1			$	211.7

(1) Net sales are based on the geographic destination of sale.

(2) Other includes South America, Latin America and Africa.

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Uncommitted Facilities


	Uncommitted Facilities
	June 30, 2024				December 31, 2023
	Facility		Drawn		Facility		Drawn
Bond and Guarantees	$	0.6	$	0.1	$	0.6	$	0.2
Letters of Credit	$	4.0	$	2.2	$	4.0	$	2.2
Overdraft	$	7.8	$	0.2	$	7.8	$	4.6
	$	12.4	$	2.5	$	12.4	$	7.0

Earnings per share (Details)
$ / shares in Units, $ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2024

USD ($)

$ / shares

Mar. 31, 2024

USD ($)

Jul. 02, 2023

USD ($)

$ / shares

Apr. 02, 2023

USD ($)

Jun. 30, 2024

USD ($)

$ / shares

Jul. 02, 2023

USD ($)

$ / shares

Jun. 30, 2024

£ / shares

Dec. 31, 2023

£ / shares

Jul. 02, 2023

£ / shares

Basic (loss) / earnings:

Net (loss) / income from continuing operations | $

$ (0.4)

$ 4.9

$ 2.4

$ 5.4

Net loss from discontinued operations | $

(0.1)

(0.2)

Net (loss) / income | $

$ (0.5)

$ 2.7

$ 4.7

$ 0.5

$ 2.2

$ 5.2

Common stock, par value (in GBP per share) | £ / shares

£ 0.50

Weighted average number of £0.50 ordinary shares:

For basic earnings per share (in shares) | shares

26,831,372

26,923,804

26,826,123

26,922,528

Dilutive effect of potential common stock (in shares) | shares

100,919

141,534

66,107

161,458

For diluted earnings per share (in shares) | shares

26,932,291

27,065,338

26,892,230

27,083,986

(Loss) / earnings per share using weighted average number of ordinary shares outstanding

Basic (loss) / earnings per ordinary share for continuing operations (usd per share)

^[1]

$ (0.01)

$ 0.18

$ 0.09

$ 0.20

Basic earnings /(loss) per ordinary share for discontinued operations (usd per share)

^[1],[2]

(0.01)

Basic (usd per share)

^[1]

(0.02)

0.17

0.08

0.19

Diluted (loss) / earnings per ordinary share for continuing operations (usd per share)

^[1]

(0.01)

0.18

0.09

0.20

Diluted earnings / (loss) per ordinary share for discontinued operations (usd per share)

^[1],[2]

(0.01)

Diluted (usd per share)

^[1]

$ (0.02)

$ 0.17

$ 0.08

$ 0.19

Ordinary shares

Basic (loss) / earnings:

Common stock, par value (in GBP per share) | £ / shares

£ 0.50

[1]	The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular period may not equal the earnings-per-share amount in total.
[2]	The loss per share for discontinued operations has not been diluted, since the incremental shares included in the weighted-average number of shares outstanding would have been anti-dilutive.

Net Sales (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Net Sales (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 99.7	$ 110.4	$ 189.1	$ 211.7
Defense, First Response & Healthcare
Disaggregation of Revenue [Line Items]
Net sales	42.5	47.7	77.0	89.9
Transportation
Disaggregation of Revenue [Line Items]
Net sales	28.3	31.5	57.2	58.2
General industrial
Disaggregation of Revenue [Line Items]
Net sales	28.9	31.2	54.9	63.6
Gas Cylinders
Disaggregation of Revenue [Line Items]
Net sales	49.8	48.5	95.2	90.0
Gas Cylinders \| Defense, First Response & Healthcare
Disaggregation of Revenue [Line Items]
Net sales	24.6	20.9	45.2	39.0
Gas Cylinders \| Transportation
Disaggregation of Revenue [Line Items]
Net sales	17.2	18.6	36.3	32.5
Gas Cylinders \| General industrial
Disaggregation of Revenue [Line Items]
Net sales	8.0	9.0	13.7	18.5
Elektron
Disaggregation of Revenue [Line Items]
Net sales	42.0	53.0	79.7	105.4
Elektron \| Defense, First Response & Healthcare
Disaggregation of Revenue [Line Items]
Net sales	17.9	26.8	31.8	50.9
Elektron \| Transportation
Disaggregation of Revenue [Line Items]
Net sales	11.1	12.9	20.9	25.7
Elektron \| General industrial
Disaggregation of Revenue [Line Items]
Net sales	13.0	13.3	27.0	28.8
Graphic Arts
Disaggregation of Revenue [Line Items]
Net sales	7.9	8.9	14.2	16.3
Graphic Arts \| Defense, First Response & Healthcare
Disaggregation of Revenue [Line Items]
Net sales	7.9	8.9	14.2	16.3
Graphic Arts \| Transportation
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0	0.0	0.0
Graphic Arts \| General industrial
Disaggregation of Revenue [Line Items]
Net sales	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Restructuring - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Apr. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 1.1	$ 2.5		$ 1.8	$ 2.8
Other restructuring costs		0.1	$ 0.4
North America \| Gas Cylinders
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 2.3	$ 2.3

Restructuring - Schedule of Restructuring Related Costs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Restructuring Cost and Reserve [Line Items]
Severance and other costs	$ 1.1	$ 0.2	$ 1.8	$ 0.5
Total restructuring charges	1.1	2.5	1.8	2.8
Gas Cylinders
Restructuring Cost and Reserve [Line Items]
Severance and other costs	1.1	0.2	1.6	0.5
Asset impairments	0.0	2.3	0.0	2.3
Elektron
Restructuring Cost and Reserve [Line Items]
Severance and other costs	$ 0.0	$ 0.0	$ 0.2	$ 0.0

Restructuring - Schedule of Restructuring Reserve (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 3.3
Costs incurred	1.8
Cash payments and other	(1.9)
Ending balance	$ 3.2

Other Income (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended
Other Income (Details) - USD ($) $ in Millions	Jul. 31, 2024	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other income		$ 5.1	$ 0.0	$ 5.3	$ 0.0
Insurance recoveries				$ 4.5
Subsequent event
Accumulated Other Comprehensive Income (Loss) [Line Items]
Insurance recoveries	$ 0.8

Income Taxes (Details)	6 Months Ended
Income Taxes (Details)	Jun. 30, 2024	Jul. 02, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate	(63.10%)	50.00%

Acquisition and disposal related costs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Asset Acquisition [Line Items]
Loss on held for sale asset group			$ 7.5	$ 0.0
Disposal related costs	$ (9.2)	$ 0.0	(9.4)	0.0
Graphic Arts
Asset Acquisition [Line Items]
Loss on held for sale asset group	7.5	0.0	7.5	0.0
Disposal related costs	1.7	0.0	1.9	0.0
Disposal related costs	$ (9.2)	$ 0.0	$ (9.4)	$ 0.0

Acquisition and disposal related costs - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Asset Acquisition [Line Items]
Loss on held for sale asset group			$ 7.5	$ 0.0
Graphic Arts
Asset Acquisition [Line Items]
Loss on held for sale asset group	$ 7.5	$ 0.0	7.5	0.0
Disposal related costs	$ 1.7	$ 0.0	$ 1.9	$ 0.0

Supplementary balance sheet information (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Accounts and other receivables
Trade receivables	$ 53.7	$ 52.3
Prepayments and accrued income	4.1	5.7
Derivative financial instruments	0.0	0.4
Total accounts and other receivables	60.9	59.9
Inventories
Raw materials and supplies	32.4	34.7
Work-in-process	27.8	34.8
Finished goods	28.0	26.4
Total inventories	88.2	95.9
Other current assets
Income tax receivable	1.5	1.5
Total other current assets	1.5	1.5
Property, plant and equipment, net
Total property, plant and equipment	301.9	299.5
Accumulated depreciation and impairment	(238.8)	(235.7)
Total property, plant and equipment, net	63.1	63.8
Current maturities of long-term debt and short-term borrowings
Overdrafts	0.2	4.6
Total current maturities of long-term debt and short-term borrowings	0.2	4.6
Other current liabilities
Restructuring provision	3.2	3.3
Short term provision	0.1	0.1
Derivative financial instruments	0.2	0.0
Operating lease liability	4.0	4.7
Advance payments	1.9	0.8
Total other current liabilities	$ 9.4	$ 8.9
Operating lease, liability, current, statement of financial position [extensible enumeration]	Total other current liabilities	Total other current liabilities
Other non-current liabilities
Contingent liabilities	$ 1.8	$ 1.6
Operating lease liability	12.7	15.0
Other non-current liabilities	0.0	0.2
Total other non-current liabilities	$ 14.5	$ 16.8
Operating lease, liability, noncurrent, statement of financial position [extensible enumeration]	Total other non-current liabilities	Total other non-current liabilities
Related party
Accounts and other receivables
Other receivables	$ 0.1	$ 0.1
Nonrelated party
Accounts and other receivables
Other receivables	3.0	1.4
Land, buildings and leasehold improvements
Property, plant and equipment, net
Total property, plant and equipment	51.9	51.0
Machinery and equipment
Property, plant and equipment, net
Total property, plant and equipment	238.4	234.9
Construction in progress
Property, plant and equipment, net
Total property, plant and equipment	$ 11.6	$ 13.6

Goodwill and other identifiable intangible assets - Schedule of Goodwill (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 67.5
Exchange difference	(0.3)
Ending balance	67.2
Gas Cylinders
Goodwill [Roll Forward]
Beginning balance	26.2
Exchange difference	(0.2)
Ending balance	26.0
Elektron
Goodwill [Roll Forward]
Beginning balance	41.3
Exchange difference	(0.1)
Ending balance	$ 41.2

Goodwill and other identifiable intangible assets - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Accumulated goodwill impairment losses	$ 8.0		$ 8.0
Charge	$ 0.4	$ 0.4
Useful life	5 years
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity
Amortization, remainder of fiscal year	$ 0.8
Amortization, year one	0.8
Amortization, year two	0.8
Amortization, year three	0.8
Amortization, year four	$ 0.8

Goodwill and other identifiable intangible assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Dec. 31, 2023
Cost:
Beginning balance	$ 23.0
Ending balance	23.0
Accumulated amortization:
Beginning balance	11.0
Charge	0.4	$ 0.4
Ending balance	11.4
Net book values:	11.6		$ 12.0
Customer relationships
Cost:
Beginning balance	15.2
Ending balance	15.2
Accumulated amortization:
Beginning balance	6.6
Charge	0.2
Ending balance	6.8
Net book values:	8.4		8.6
Technology and trading related
Cost:
Beginning balance	7.8
Ending balance	7.8
Accumulated amortization:
Beginning balance	4.4
Charge	0.2
Ending balance	4.6
Net book values:	$ 3.2		$ 3.4

Debt - Schedule of Debt Outstanding (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (0.3)	$ (0.5)
Total debt	74.2	72.2
Less current portion	(0.2)	(4.6)
Non-current debt	74.0	67.6
Revolving credit facility
Debt Instrument [Line Items]
Drawn	49.3	43.1
Overdraft
Debt Instrument [Line Items]
Drawn	$ 0.2	4.6
Loan Notes \| 4.94% Loan Notes due 2026
Debt Instrument [Line Items]
Debt stated interest rate	4.94%
Drawn	$ 25.0	$ 25.0

Debt - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Net drawdown of long-term borrowings	$ 6.4	$ 35.1
Revolving credit facility
Debt Instrument [Line Items]
Debt, weighted average interest rate	7.80%		7.70%
Drawn	$ 49.3		$ 43.1
Borrowing capacity	$ 75.7

Discontinued Operations - Results of Discontinued Operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss	$ (0.1)	$ (0.2)	$ (0.2)	$ (0.2)
Discontinued Operations, Held-for-sale \| Superform Aluminum Superplastic
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales	1.6	1.9	3.1	4.2
Cost of goods sold	(1.4)	(1.7)	(2.5)	(3.6)
Gross profit	0.2	0.2	0.6	0.6
Selling, general and administrative expenses	(0.4)	(0.4)	(0.8)	(0.7)
Restructuring charge	0.0	(0.1)	(0.1)	(0.2)
Operating loss	(0.2)	(0.3)	(0.3)	(0.3)
Tax credit	0.1	0.1	0.1	0.1
Net loss	$ (0.1)	$ (0.2)	$ (0.2)	$ (0.2)

Discontinued Operations - Assets and Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Held-for-sale assets
Current assets	$ 23.4	$ 8.9
Held-for-sale liabilities
Held-for-sale liabilities	9.4	3.9
Discontinued operations \| Superform Aluminum Superplastic
Held-for-sale assets
Inventory	3.7	3.3
Accounts and other receivables	2.1	2.3
Current assets	5.8	5.6
Right-of-use-assets	1.7	2.1
Held-for-sale assets	7.5	7.7
Held-for-sale liabilities
Accounts payable	0.7	0.9
Accrued liabilities	0.3	0.4
Other liabilities	2.4	2.6
Held-for-sale liabilities	$ 3.4	$ 3.9

Discontinued Operations - Additional Information (Details) - Superform Aluminum Superplastic - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Capital expenditure, discontinued operations	$ 0.1	$ 0.0
Depreciation and amortization, discontinued operations	$ 0.0

Held-for-sale assets and liabilities - Schedule of Current Held-for-Sale Assets and Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Held-for-sale assets
Current assets	$ 23.4	$ 8.9
Held-for-sale liabilities
Held-for-sale liabilities	9.4	3.9
Held-for-sale \| Graphic Arts
Held-for-sale assets
Inventory	12.3	3.3
Accounts and other receivables	8.2	2.3
Current assets	20.5	5.6
Property, plant and equipment	1.2	1.2
Right-of-use-assets	1.7	2.1
Non-current assets	2.9	3.3
Held-for-sale assets	23.4	8.9
Held-for-sale liabilities
Accounts payable	2.9	0.9
Accrued liabilities	2.9	0.4
Other liabilities	3.6	2.6
Held-for-sale liabilities	$ 9.4	$ 3.9

Held-for-sale assets and liabilities - Additional information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on held for sale asset group			$ 7.5	$ 0.0
Restructuring charges	$ 1.1	$ 2.5	1.8	$ 2.8
Graphic Arts \| Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on held for sale asset group	$ 7.5
Restructuring charges			$ 1.4

Share Plans - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Share-Based Payment Arrangement [Abstract]
Total share-based compensation charges	$ 0.8	$ 0.7	$ 1.4	$ 1.3

Share Plans - Additional Information (Details) - $ / shares	1 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Luxfer Holdings PLC Long-Term Umbrella Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted during the period (in shares)		155,000
Weighted average fair value of options granted (in USD per share)		$ 10.44
Luxfer Holdings PLC Non-Executive Directors' Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted during the period (in shares)	47,012
Weighted average fair value of options granted (in USD per share)	$ 10.53

Share Plans - Share Options Fair Value Assumptions (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility range (%), minimum	31.54%	31.54%
Expected volatility range (%), maximum	43.49%	43.49%
Risk-free interest rate (%), minimum	3.67%	3.67%
Risk-free interest rate (%), maximum	5.16%	5.16%
Forfeiture rate (%)	5.00%	5.00%
Weighted average exercise price (in USD per share)	$ 1.00	$ 1.00
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield (%)	3.15%	3.15%
Expected life of share options range (years)	1 year	1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield (%)	3.32%	3.32%
Expected life of share options range (years)	4 years	4 years

Shareholders' Equity - Schedule of Dividend Paid and Proposed (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 07, 2024	May 08, 2024	Feb. 07, 2024	Aug. 02, 2023	May 03, 2023	Feb. 01, 2023	Jul. 08, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Dividends paid (in USD per share)		$ 0.130	$ 0.130	$ 0.130	$ 0.130	$ 0.130
Dividend payable								$ 0.0
Subsequent event
Class of Stock [Line Items]
Dividends paid (in USD per share)	$ 0.130
Dividend payable							$ 3.5

Segmental Information - Additional Information (Details)	6 Months Ended
	Jun. 30, 2024 segment businessUnit
Segment Reporting [Abstract]
Number of operating divisions \| businessUnit	5
Number of reportable segments	3
Number of discontinued operations	1

Segmental Information - Financial Information by Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Net sales	$ 99.7	$ 110.4	$ 189.1	$ 211.7
Adjusted EBITDA	17.4	14.4	26.2	25.7
Depreciation and amortization	2.5	3.3	4.9	6.6
Restructuring charges	1.1	2.5	1.8	2.8
Total assets	379.8		379.8		$ 372.1
Capital expenditures	2.8	3.2	4.3	5.1
Discontinued operations
Segment Reporting Information [Line Items]
Total assets	7.5		7.5		7.8
Capital expenditures	0.0	0.2	0.0	0.1
Gas Cylinders segment
Segment Reporting Information [Line Items]
Net sales	49.8	48.5	95.2	90.0
Elektron segment
Segment Reporting Information [Line Items]
Net sales	42.0	53.0	79.7	105.4
Graphic Arts
Segment Reporting Information [Line Items]
Net sales	7.9	8.9	14.2	16.3
Operating segments \| Gas Cylinders segment
Segment Reporting Information [Line Items]
Net sales	49.8	48.5	95.2	90.0
Adjusted EBITDA	4.9	4.9	9.0	7.4
Depreciation and amortization	0.9	1.0	1.7	2.1
Restructuring charges	1.1	2.5	1.6	2.8
Total assets	136.7		136.7		131.0
Capital expenditures	1.3	0.3	2.1	0.6
Operating segments \| Elektron segment
Segment Reporting Information [Line Items]
Net sales	42.0	53.0	79.7	105.4
Adjusted EBITDA	12.4	9.5	18.8	19.0
Depreciation and amortization	1.6	1.8	3.2	3.5
Restructuring charges	0.0	0.0	0.2	0.0
Total assets	167.7		167.7		162.4
Capital expenditures	1.4	2.3	2.1	3.9
Operating segments \| Graphic Arts
Segment Reporting Information [Line Items]
Net sales	7.9	8.9	14.2	16.3
Adjusted EBITDA	0.1	0.0	(1.6)	(0.7)
Depreciation and amortization	0.0	(0.5)	0.0	(1.0)
Restructuring charges	0.0	0.0	0.0	0.0
Total assets	14.7		14.7		19.6
Capital expenditures	0.1	0.4	0.1	0.5
Other
Segment Reporting Information [Line Items]
Total assets	53.2		53.2		$ 51.3
Capital expenditures	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Segmental Information - Geographic Information by Region (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 63.1	$ 63.8
U.S.
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	26.8	26.8
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	32.0	32.8
Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	3.0	2.9
Rest of Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	1.0	1.0
Asia Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 0.3	$ 0.3

Segmental Information - Reconciliation of Consolidated Segment Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Segment Reporting [Abstract]
Adjusted EBITDA	$ 17.4	$ 14.4	$ 26.2	$ 25.7
Other share-based compensation charges	(0.8)	(0.7)	(1.4)	(1.3)
Depreciation and amortization	(2.5)	(3.3)	(4.9)	(6.6)
Restructuring charges	(1.1)	(2.5)	(1.8)	(2.8)
Acquisition and disposal related costs	(9.2)	0.0	(9.4)	0.0
Defined benefits pension credit / (charge)	0.2	0.6	0.5	(8.3)
Interest expense, net	(1.3)	(1.8)	(2.7)	(3.1)
Net income before income taxes from continuing operations	$ 2.7	$ 6.7	$ 6.5	$ 3.6

Segmental Information - Geographic Information by Region (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 99.7	$ 110.4	$ 189.1	$ 211.7
Top five countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 78.6	$ 86.5	$ 149.2	$ 162.4
Top five countries \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	78.90%	78.40%	78.90%	76.70%
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 57.3	$ 67.8	$ 110.5	$ 125.5
United States \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	57.60%	61.50%	58.40%	59.30%
Germany
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 7.2	$ 3.8	$ 12.6	$ 10.1
Germany \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	7.20%	3.40%	6.70%	4.80%
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 6.3	$ 5.2	$ 10.6	$ 10.8
United Kingdom \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	6.30%	4.70%	5.60%	5.10%
Japan
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 5.0	$ 6.3	$ 9.0	$ 10.8
Japan \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	5.00%	5.70%	4.80%	5.10%
Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 2.8	$ 3.4	$ 6.5	$ 5.2
Canada \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	2.80%	3.10%	3.40%	2.50%
Rest of Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 12.3	$ 11.7	$ 24.4	$ 24.7
Rest of Europe \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	12.30%	10.60%	13.00%	11.70%
Asia Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 6.7	$ 8.3	$ 10.3	$ 17.3
Asia Pacific \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	6.70%	7.50%	5.40%	8.20%
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 2.1	$ 3.9	$ 5.2	$ 7.3
Other \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	2.10%	3.50%	2.70%	3.40%

Commitments and Contingencies - Additional Information (Details) $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jul. 02, 2023 USD ($)	Jun. 30, 2024 USD ($) lawsuit fatality	Jul. 02, 2023 USD ($)	Dec. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Number of fatalities \| fatality				1
Number of lawsuits \| lawsuit				3
Number of lawsuits administratively consolidated \| lawsuit				3
Ongoing number of lawsuits \| lawsuit				2
Other income		$ 5.1	$ 0.0	$ 5.3	$ 0.0
Insurance recoveries				$ 4.5
Subsequent event
Loss Contingencies [Line Items]
Insurance recoveries	$ 0.8
Disposal Company
Loss Contingencies [Line Items]
Number of lawsuits \| lawsuit				1
Estate of Dependent
Loss Contingencies [Line Items]
Number of lawsuits \| lawsuit				1
Injured Employee
Loss Contingencies [Line Items]
Number of lawsuits \| lawsuit				1
Revolving credit facility
Loss Contingencies [Line Items]
Drawn		49.3		$ 49.3		$ 43.1
Uncommitted accordion facility		25.0		25.0		25.0
Committed Banking Facilities
Loss Contingencies [Line Items]
Facility		125.0		125.0		125.0
Drawn		$ 49.3		$ 49.3		$ 43.1

Commitments and Contingencies - Schedule of Uncommitted Facilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Overdraft
Loss Contingencies [Line Items]
Facility	$ 7.8	$ 7.8
Drawn	0.2	4.6
Bond and Guarantees
Loss Contingencies [Line Items]
Facility	0.6	0.6
Drawn	0.1	0.2
Letters of Credit
Loss Contingencies [Line Items]
Facility	4.0	4.0
Drawn	2.2	2.2
Bonding facility for bank guarantees, letter of credit and bank overdrafts
Loss Contingencies [Line Items]
Facility	12.4	12.4
Drawn	$ 2.5	$ 7.0

Pension Settlement (Details) $ in Millions	3 Months Ended
Pension Settlement (Details) $ in Millions	Apr. 02, 2023 USD ($)
U.S.
Defined Benefit Plan Disclosure [Line Items]
Pension charge	$ 9.2
Pension charge, cash	2.3
Derecognition of pension liability	6.9
Foreign plan
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension credit	$ 0.3

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