Annual Report 2023
Enabling
Healthcare
We enable
patient access to
pharmaco-medical
products and therapies
Our Mission and Vision page 5
Enabling through Innovation
Enabling through Connectivity
Enabling through People
OVERVIEW
2
3
5
7
Operational and Financial Highlights
A Snapshot of Uniphar
Our Mission, Vision and Values
Investment Case
STRATEGIC REPORT
Chairman’s Statement
11
Chief Executive’s Report
15
Our Business At a Glance
Our Business
19
20 Market Opportunity
Our Strategy
21
23 Our Business Model
25
Key Performance Indicators
Financial Review
Uniphar Supply Chain & Retail
Review of the Year
27
31
33 Uniphar Medtech
35 Uniphar Pharma
37
39
63
People & Culture
Sustainability and Governance Report
Risk Management
GOVERNANCE
72 Company Information
73
75 Corporate Governance Statement
76 Corporate Governance Report
87
Board of Directors
Audit, Risk and Compliance
Committee Report
93 Nominations, Governance and
Sustainability Committee Report
Remuneration Committee Report
97
110 Directors’ Report
FINANCIAL STATEMENTS
Independent Auditors’ Report
119
127 Group Income Statement
128 Group Statement of Comprehensive Income
129 Group Balance Sheet
130 Company Balance Sheet
131 Group Cash Flow Statement
132 Company Cash Flow Statement
133 Group Statement of Changes in Equity
134 Company Statement of Changes in Equity
135 Accounting Policies
148 Notes to the Financial Statements
208 Alternative Performance Measures
213 Glossary of Terms
Operational and Financial Highlights
Continued Growth
Financial
Review
Page 27
The Group delivered a strong performance in 2023 whilst continuing to invest
for future growth.
FINANCIAL MEASURES
Growth Delivered
Adjusted EPS1,3
Progressive Dividend
2x
EBITDA doubled to
over €100m since
IPO five years ago
Gross Profit
+27.1%
2023: €390.0m
2022: €306.7m
ROCE1
+15.2%
2022: 17.3%
18.3c
2022: 18.6c
EBITDA1,3
+17.7%
2023: €116.0m
2022: €98.6m
LEVERAGE1
1.6x
2022: 1.0x
+5.2%
2023: €5.0m
2022: €4.8m
Organic Growth2
+5.6%
2022: 5.7%
New Medium-Term Guidance
€200m
The Group announces new
medium-term target of doubling
EBITDA to €200m
NON-FINANCIAL MEASURES
Sustainability
Community
People
Continued progress against
the five sustainability pillars
with a score of ‘B’ achieved
in CDP (2022: CDP ‘B’ score)
Unity for Hope fundraising
initiatives to raise funds
for mental health charities
in 2023
Global equity, diversity
& inclusion (ED&I) training
delivered across the Group
1 The Group uses Alternative Performance Measures (‘APMs’) which are not defined under International Financial Reporting
Standards (‘IFRS’) to monitor the performance of the Group and its operations. These APMs, along with their definitions and
reconciliations to IFRS measures, are included in the APMs section on pages 208 to 212.
2 Organic gross profit growth is calculated as the gross profit growth of the underlying business in the period adjusting for the
contribution from prior year acquisitions and divestments to ensure a like-for-like comparison.
3 The Group amended the definition of EBITDA and Adjusted earnings per share in 2023 to addback share-based payment
expense. Comparative amounts for 2022 have been restated to aid comparability.
Operational and Financial Highlights
2
2
OVERVIEW
Gross
Profit
EBITDA
Free
Cash
Flow
ROCE
Adjusted
Earnings
400
350
300
250
200
150
100
50
0
120
100
80
60
40
20
0
100
80
60
40
20
0
20
15
10
5
0
20
15
10
5
0
Access
Prog
Healthcare
Interac-
tions
Symbol
Group
100
80
60
40
20
0
1000
800
600
400
200
0
500
400
300
200
100
0
15000
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
Global Footprint
Active in 2023
Medium Term Expansion
2021
2022 2023
2021
2022
2023
45%
39%
Divisional Gross Profit
12000
Number of
medicines
Uniphar SC+R
9000
6000
Uniphar Medtech
3000
2022 2023
Uniphar Pharma
2022
0
2021
2022 2023
2023
2022 2023
16%
Number of
Medtech manu-
facturers
80
70
60
50
40
30
20
10
0
Countries
Served
160+
Gross
Profit
EBITDA
400
350
300
250
200
150
100
50
0
120
100
80
60
40
20
0
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
A Snapshot of Uniphar
A diversified healthcare services
business focused on growth
100
60
80
2021
2022 2023
2021
2022 2023
EBITDA
€116.0m
Gross
Profit
2023: €116.0m
2022: €98.6m
2021: €86.7m
2022 2023
2021
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2021
2022 2023
2021
2022 2023
ROCE
15.2%
2023: 15.2%
2022: 17.3%
2021: 17.6%
2022 2023
2022 2023
2021
2021
2022 2023
2021
2022 2023
Free
Cash
Flow
Gross Profit
€390.0m
Access
Prog
ROCE
2023: €390.0m
2022: €306.7m
2021: €274.5m
40
20
0
20
15
10
5
0
20
15
100
80
60
40
20
0
1000
800
600
400
200
400
350
300
250
200
150
100
50
0
120
100
80
60
40
Summary Financial Results – Financial Year Ended 31 December 2023
EBITDA
Year ended 31 December
100
80
60
40
20
2021
2022 2023
2021
2022 2023
0
2021
2022 2023
Revenue
Gross profit
Gross profit margin
EBITDA1
Free
Operating profit
Cash
Flow
Net bank debt1
Adjusted
Earnings
10
Healthcare
Interac-
tions
2023
€’000
2021
5
0
Growth
Access
Prog
0
2021
2022
€’000
2022 2023
2021
2022 2023
Reported
Constant
currency2
2022 2023
2021
2021
2022 2023
2022 2023
0
2021
2,553,062
2,070,669
389,984
306,744
23.3%
27.1%
23.6%
27.8%
15.3%
Symbol
115,985
Group
67,708
53,321
500
14.8%
400
98,575
300
200
53,155
100
0
57,900
2021
(91,217)
17.7%
27.4%
(7.9%)
17.9%
Healthcare
27.8%
Interac-
tions
(7.8%)
2021
2022 2023
2022
100
80
60
40
20
1000
800
600
400
200
Profit before tax excluding exceptional items1
20
2021
2022 2023
2021
2022 2023
0
2021
2022 2023
(149,947)
2021
2022 2023
Basic EPS (cent)
Adjusted EPS (cent)1
16.4
18.3
16.7
18.6
15000
1. Additional information in relation to Alternative Performance Measures (APMs) are set out on pages 208 to 212.
12000
20
2. Constant currency growth is calculated by applying the prior year’s actual exchange rate to the current year’s result.
Symbol
Group
ROCE
3000
6000
9000
10
15
Number of
medicines
2021
2022 2023
2021
2022 2023
0
5
2021
2022 2023
2021
2022 2023
0
2022
2023
80
70
2023
0
2021
2022 2023
500
400
300
200
100
2022
Enabling the supply of
medicines in Ireland.
2023
2021
2022 2023
€187m
Gross Profit
2022: €139m
2022 2023
0
2021
2022 2023
2021
+34.5%
2022
2023
Gross Profit Growth
2022: 7.9%
20
Integrated Model
Adjusted
Our complementary
businesses work together to
Earnings
support our manufacturer
customers throughout the
product lifecycle.
5
0
15
10
60
50
Capital Deployment
Number of
Medtech manu-
Continued disciplined investment
facturers
in attractive opportunities,
both organic and M&A, that will
increase our operating capacity,
broaden our geographic reach and
2022 2023
2022 2023
increase our market share.
2021
40
30
20
10
0
2021
Responsible Business
Number of
Uniphar places sustainability
at the heart of how it
medicines
operates as a responsible
and sustainable business.
Continued progress across all
five Sustainability Pillars and
strong CDP ‘B’ score in 2023.
2022
2023
15000
12000
9000
6000
2022 2023
3000
53%
Market share
429
Retail pharmacy
network
2022 2023
2022
2023
0
80
70
60
50
40
30
20
10
0
2022
2023
2022 2023
2022 2023
Enabling patients access
to medical devices and
technologies across a range
of therapeutic specialisms.
Enabling patients access to
innovative medicines and
therapies that are either
speciality or not readily
available in a given market.
€100m
Gross Profit
2022: €91m
+9.8%
Gross Profit Growth
2022: 13.3%
16
Number of countries
operating in
€103m
Gross Profit
2022:€77m
+34.4%
Gross Profit Growth
2022: 17.3%
160+
Number of countries
operating in
72
Number of manufacturers
supported across 2+ countries
14,200
Number of medicines
supported
3
UNIPHAR PLC ANNUAL REPORT 2023
Number of
Medtech manu-
facturers
OVERVIEW
A Snapshot of Uniphar
4
Our Mission, Vision and Values
Our Mission
We are focused on improving patient access to
pharmaco-medical products and treatments by
enhancing connectivity between manufacturers
and healthcare stakeholders.
Our Vision
Improve patient access to pharmaco-medical
products and therapies.
Our Shared Values
Patient First
The patient is always
at the centre of
everything we do
Customer
Partnership
We stay close to
our customers who
trust us to deliver
Commercial Focus
We stay agile,
responsive and
focused on the goal
Team Players
We work together
as one team to
deliver solutions
Innovative &
Entrepreneurial
We focus on bringing
new solutions to
challenges
We have a relentless focus
on finding new and innovative
solutions to the challenges faced
by our clients and customers
around the world.
Maurice Pratt
Chairman
Our Business
At a Glance
Page 19
Our Strategy
Page 21
5
UNIPHAR PLC ANNUAL REPORT 2023
OVERVIEW
Our Mission, Vision and Values
6
Our Investment Case
Investment Case
Why Invest In Uniphar?
Our broad service offering, deep manufacturer relationships
and clear strategy for growth offers a strong investment case.
Uniphar is a diversified
healthcare services business
focused on improving access
to pharmaco-medical
products and therapies.
Our Strategy
Page 21
Experienced Management Team
» Management team with deep relevant industry experience and
strong specialist market experience working together
» Executive Management Team with strong track record of delivering results
» Clinically trained teams across the Group, possessing deep
knowledge of their therapeutic areas
Compelling Market Opportunity
» Compelling opportunities across all divisions underpinned by structural
and demographic tailwinds
Increasing demand for speciality products and advanced therapies
»
» Continued growth in outsourcing by manufacturers especially in
increasingly complex regulatory environments
Platform for Growth
» The Group has achieved scale in each division over the past five years.
Increased scale and capability will create further opportunities
» Multi-geography platform and expanded service offerings for new and
existing manufacturer clients
Strong Track Record
» Achievement of IPO objective to double EBITDA within five years of IPO
» History of successfully investing in technology to deliver efficiencies
and growth
» Successful transformation of the Group since IPO to become a diverse
multinational healthcare group
Integrated Model
» End-to-end solutions across the pharma lifecycle from early-stage
»
development through to product maturity
Leveraging of existing capabilities, technology, relationships and
infrastructure, to expand our service offering across geographies
and products
Competitive Edge
» Three divisions with attractive competitive platforms
»
Long-standing customer and supplier relationships
» Sophisticated digital capabilities combined with
high-tech distribution infrastructure
7
UNIPHAR PLC ANNUAL REPORT 2023
UNIPHAR PLC ANNUAL REPORT 2023
OVERVIEW
OVERVIEW
Investment Case
Our Investement Case
8
8
Strategic Report
Enabling
through
Connectivity
11
15
Chairman’s Statement
Chief Executive’s Report
Our Business At a Glance
Our Business
19
20 Market Opportunity
Our Strategy
21
23 Our Business Model
25
Key Performance Indicators
Financial Review
Uniphar Supply Chain & Retail
Review of the Year
27
31
33 Uniphar Medtech
35 Uniphar Pharma
37
39
63
People & Culture
Sustainability and Governance Report
Risk Management
9
10
10
UNIPHAR PLC ANNUAL REPORT 2023Chairans StatementOVERVIEW
Chairman’s Statement
Building for
the Future on
our Strong
Foundations
A year of growth and
strategic development
paving the way to
deliver on our new
medium-term targets
Our Strategy
Page 21
Financial Review
Page 27
Maurice Pratt Chairman
Performance
2023 has been another successful year for Uniphar,
with revenues increasing to €2.6bn and gross
profit growth of 27.1%, when compared to last year.
Strong momentum in the first half of the year
continued in the second half enabling us to reach
€390.0m gross profit for the year. This year also
marked the achievement of a key strategic goal set
at IPO to double 2018 pro-forma EBITDA of €46m
within five years.
Strategy
This strong performance, despite the significant
uncertainty of the macro environment, is testament
to the success of our strategic approach over the
last five years. Substantial work was undertaken
during 2023 by the Board and the Executive Team
to develop and refresh the strategy to ensure our
ongoing success into the future. We continue to
build on the strong foundations in place and are
committed to doubling EBITDA again over the
medium-term to €200m.
Acquisitions and Growth
During the year, we completed the acquisition of
the McCauley Pharmacy Group bringing our retail
footprint in Ireland to 429 owned, franchised and
supported pharmacies. We continued our multi-
year strategic investment in a new high-tech
distribution centre that will provide the additional
capacity to support the growth of the Supply Chain
& Retail and Pharma businesses.
€116m
2023 EBITDA
€390m
Gross profit
27.1%
Gross profit growth
achieved in 2023
2023 also saw us redefine how we organise our divisions to reflect
the development of the business and ensure that our resources are
best positioned to drive growth in years to come. Our new divisional
structure also aligns us more closely with our customers and, by
simplifying our brand identity, more clearly articulates our service
offering as ‘One Uniphar’. From this year, we will report in line with our
three new divisions of Uniphar Supply Chain & Retail, Uniphar Medtech
and Uniphar Pharma.
Board Governance
A focus for the Board since IPO has been the continued evolution of board
membership, not only to increase the diversity and independence of the
Board, as required by the UK Corporate Governance Code, but equally
importantly, to benefit from the insight and strategic guidance that a
board with wide experience across our major markets and activities could
offer us. I am delighted to welcome Valerie Sick to the Board following
her appointment in January 2024. Valerie has over 25 years’ senior
international experience in pharmaceutical and life science companies
in Europe and her extensive commercial and international markets
experience will complement and augment the existing skills and expertise
of the Board. Jeff Berkowitz resigned from the Board in January 2024 and
I would like to thank Jeff for the commitment, support and insight he
brought to the Board over the last three years.
During the year, an external board evaluation was completed. The
evaluation looked at the functioning of the Board and its Committees,
its effectiveness, culture and composition. The resulting report
was positive in its assessment that the Board and Committees are
operating effectively, recognising the progress made from Uniphar’s
transition to a listed company and identifying a number of key
strengths in how the Board currently operates. Diversity at Board
level was also a key focus for the Nominations, Governance and
Sustainability Committee during 2023. We committed to increasing
female representation on the Board and that objective has been
achieved with the appointment of Valerie Sick in January 2024.
11
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Chairman’s Statement
12
Chairman’s Statement
Sustainability
Review
Page 39
People & Culture
Page 37
Glenstal Abbey Tree Planting - See case study page 53
In reviewing the Company’s corporate governance
practices in line with the UK Code, the subject of
my succession as Chair was also an area of focus
during the year for the Board and the Nominations,
Governance and Sustainability Committee. The
Board approved a succession plan which sees me
stepping down as Chairman at the Company’s AGM
in 2026. This timeline provides a suitable period to
identify and transition a successor to the role. It
has been a pleasure to see the Group achieve its
key strategic targets set at IPO, both in terms of
business performance, corporate governance and
Board development. It has also been a privilege to
be at the helm of the Uniphar Board for so many
years, to see the company develop from a small,
full line pharmaceutical wholesaler operating in the
Irish market to an international provider of services
in the healthcare sector, with colleagues and
customers all over the world.
Communication with Shareholders
This year, we increased our focus on
communication with shareholders, carrying out a
shareholder engagement exercise in advance of
the Annual General Meeting. The Investor Relations
Team, together with executive management,
meet regularly with institutional shareholders
and we remain committed to clear and regular
communication with shareholders.
Sustainability
We are committed to running our business in
a sustainable way and we remain focused on
achieving our sustainability goals. Our constant
progress in this area is reflected in Uniphar’s
rankings by international rating agencies with our
MSCI rating being upgraded from AA to AAA this
year and our CDP rating of “B” being retained for a
second year. To ensure that we can maintain this
momentum and support the Company’s growth
we have appointed a Group Head of Sustainability
who will be responsible for embedding good
sustainability practices across the organisation.
Our constant progress in
Sustainability is reflected
in the rankings achieved by
Uniphar from international
ratings agencies.
People
2023 saw another year of people-focused initiatives including
enhancement of talent development programmes across each of our
divisions with a continued focus on learning and equity, diversity and
inclusion (ED&I). The management and wider team have continued
to deliver for the business this year, showing great dedication and
commitment to our customers and patients. 2023 saw further cross-
organisational and cross-territory projects, as we continue to reap the
benefits of the strong global platform we have built for the provision
of healthcare services right across the product life cycle. The Uniphar
brand was also refreshed during the year to reflect the new divisional
structure and create a more consistent brand identity for all Uniphar
companies and colleagues.
Dividend
Based on the strong performance this year, the Board is happy to
recommend a final dividend of €3.2m (€0.0119 per ordinary share)
payable on 14 May 2024 to shareholders registered on the record date of
19 April 2024. Together with the interim dividend of €1.8m (€0.0064 per
ordinary share) paid in October 2023, this brings the total dividend for
the year to €5m (€0.0183 per ordinary share) representing an increase of
5.2% on 2022, demonstrating the Board’s commitment to a progressive
dividend policy.
Looking Forward
Despite the continued geopolitical and economic volatility, I feel
confident that Uniphar, with a strong, experienced management team,
a proven track record and a clear pathway for growth defined for the
coming years, will continue to grow organically and through acquisition.
Uniphar is a well-established business that is based on sound
fundamentals with a strong balance sheet. The business is relentlessly
focused on finding new and innovative solutions to the challenges faced
by our clients and customers around the world. I have full confidence
that Uniphar is well positioned to double EBITDA again over the medium-
term and will continue to deliver for all its stakeholders.
Maurice Pratt
Chairman
13
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Chairman’s Statement
14
Chief Executive’s Report
Another Year
of Achievement
for Uniphar
Gerard Rabbette Chief Executive Officer
Gerard Rabbette reflects on strategic
progress and performance highlights
What sort of a year has 2023 been for Uniphar?
Uniphar has delivered another strong performance in
2023 with Gross Profit increasing 27.1% to €390m and
EBITDA increasing 17.7% to €116m. We saw Organic
Gross Profit growth in each of our three divisions as
each continued to deliver on their strategic objectives.
Return on Capital Employed of 15.2% is at the upper
end of our target range of 12%–15% reflecting a
continued focus on driving profitability and disciplined
capital deployment.
In 2023 we reached the end of our first strategic
growth cycle since we listed on the stock market and
achieved or exceeded the ambitious strategic and
financial goals we committed to at the time of our
initial public offering. We doubled pro-forma EBITDA,
grew Adjusted EPS from 6.5c to 18.3c over the period.
We significantly increased our margins, growing our
gross profit margin from 10.8% to 15.3%, as well as
maintaining ROCE at the upper end of our target
range of 12%–15%.
Our 2023 results are a significant achievement for
our teams around the world, delivered through hard
work, unerring customer focus and a commitment to
getting medicines to patients who need them around
the world.
2023 was a significant year
for Uniphar as we achieved
the goals set at IPO and
announced ambitious new
medium-term targets.
Our 2023 results are a
significant achievement
for our teams around the
world, delivered through
hard work, unerring
customer focus and
commitment.
Our Strategy
Page 21
Key Performance
Indicators
Page 25
27.1%
Gross profit growth
€116.0m
EBITDA
During the year, you chose to update your divisional
structure. Why was that?
You have committed to doubling EBITDA again in the
medium-term. How do you hope to achieve this?
The healthcare needs of the world are changing and
we are evolving to meet them. The business has
developed and grown over the last five years. We
believe remaining flexible and responsive is the key
to success, so we felt the time had come to align
our structure more closely to what our customers
need and where we see the greatest growth potential
as we move forward. As a result, we rebranded Sisk
Healthcare to Uniphar Medtech as an umbrella brand
for all our Ireland, UK and continental European
medtech businesses with Uniphar Medtech now being
a separate standalone division. Supply Chain & Retail
remains unchanged, responsible for pre-wholesale,
wholesale, consumer and retail business in Ireland.
We have always focused on investing in opportunities
that build our platform and will deliver returns in line
with our Return on Capital Employed target over the
medium-term. We have grown successfully organically
and by acquisition in recent years and we expect that
will continue. The healthcare industry continues to
evolve along with the needs of customers and we
see significant opportunities in each of our divisions
to deliver further growth supported by strong
demographic and structural tailwinds. Making good
acquisitions that complement our existing capabilities
will always be part of the Uniphar story but we also
expect organic growth to play a significant role in
future growth.
The biggest change perhaps was to bring our Product
Access division together with our Pharma Services
business unit, formerly part of Commercial & Clinical,
to create Uniphar Pharma. The Uniphar Pharma
division comprises the On Demand and Pharma
Services business units. On Demand supports
healthcare practitioners get access to specialist
medicines that may be difficult to source or in short
supply. Pharma Services provides the specialist
services that help manufacturers to improve access
to medicines, through Expanded Access Programs,
unlicensed medicines and patient adherence support.
In support of the divisional realignment, we have
refreshed our brand and rebranded many of our
acquired businesses under the Uniphar brand, making
it easier for customers to experience the breadth of
our service offering.
We are focusing on investments that support
innovation and collaboration across the Group; that
will allow us to exploit all the potential that exists in
the great businesses we have acquired and capabilities
we have grown over the last few years. In 2022 we
commenced a multi-year investment programme in
a high-tech new distribution centre to drive capacity
and capability in our Supply Chain & Retail and Pharma
businesses and we are also continuing investment in a
technology transformation programme with our initial
focus on ERP platforms. We believe by investing in our
technology and digital capabilities, we can maximise
the potential for growth in our business.
Another key part of our growth plan is investment
in people. We have very committed and talented
colleagues working with us right across the world.
I am very pleased that we have put in place our
first Graduate Training Programme this year. This
programme offers young graduates the opportunity
to gain a wide variety of experience across our health
services business early in their careers. The strength
and resilience of our business is due to the talent and
commitment of our teams and I would like to thank
them for their dedication and commitment.
15
15
UNIPHAR PLC ANNUAL REPORT 2023
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Chief Executive’s Report
16
16
Chief Executive’s Report
You have been consistent in seeing
Sustainability as an important part of your
business strategy. Will that be something that
you will maintain as you go forward into the
next growth cycle?
Absolutely, yes. We have committed to five
sustainability pillars and we have maintained
a steady momentum in moving the business
towards a more sustainable model of operation.
Both Board and executive management agree
that a proactive approach to building a more
sustainable business is essential to good
business. We are highly ranked by external
ratings agencies (see Sustainability Report) but
what I am most proud of is the fact that I see
and hear colleagues taking sustainability into
account as they are making their day-to-day
business decisions. It is part of who we are.
However, we remain focused on always doing
better. This year, we are supporting the 100
Million Trees Project which is focused on
planting 100 million native trees in Ireland in
the next 10 years, bringing huge environmental
benefits in terms of biodiversity as well as
acting as carbon sinks. We have also recently
completed our first Sustainability Awareness
Week across the business and appointed
a Group Head of Sustainability, whose role
is to embed good sustainability practices
and support efforts towards achieving our
sustainability goals across the business.
Under the Community Pillar, we ran the Unity
for Hope charity fundraising initiative again in
2023, raising much needed funds for mental
health charities in our major markets. We are
proud to have raised a total of €150,000 in 2023
with this being the fourth consecutive year of
our Unity for Hope fundraising initiative.
Can you give us an overview of performance
in the year?
EBITDA has increased 17.7% on last year, which is an
excellent result, achieving ROCE of 15.2% which is
at the upper end of our 12–15% medium-term target
range. Each of our three divisions have performed
well in the year highlighting the strength of our
diverse portfolio.
Uniphar Supply Chain & Retail achieved 34.5% Gross
profit growth in the year, with 5.9% being organic
growth. This Irish-based business remains our steady
cash generating engine, which allows us to invest
in our growth platforms and which has consistently
delivered above expectations. We are strengthening
the Supply Chain & Retail division with investment in
our new Dublin-based high-tech distribution centre.
Although we hold a market-leading position today,
we believe there remains room for significant growth,
with both demographics and health sector changes in
our favour, including the increasingly important role of
the pharmacist as a primary healthcare provider.
Uniphar Medtech had another strong year, with 9.8%
organic growth delivered. There are opportunities for
Medtech both in its traditional strongholds of Ireland
and the UK as well as in Europe. The Medtech team
has been successful this year in attracting existing
clients to move into new markets and therapeutic
areas with us. We are now active in 16 countries,
up from just three at IPO and we now represent 72
manufacturers in two or more countries. We see
considerable scope for growth in the coming years.
We believe there is huge potential for growth with
Uniphar Pharma, which delivered 34.4% Gross profit
growth in the year. The On Demand business has
performed very well in 2023 driven by the acquisitions
of BModesto and Orspec Pharma in 2022 which has
given the business a truly global reach in the supply
of difficult to source medicines. In 2023, the Pharma
Services business has been refocusing and aligning the
constituent businesses and services behind the single
Uniphar Pharma brand together with further expanding
the services we offer our customers.
What are the key strategic priorities for Uniphar
as you look to 2024 and beyond?
Working with the Board and Executive Team, we
have set a course for Uniphar for the coming years.
The Group has been transformed since IPO and,
together with the new capabilities we offer, we
believe the business is well positioned to capitalise
on the opportunities in each of our divisions. We
will continue to focus on growth towards our new
medium-term EBITDA target of €200m and, as a
management team, we are focused on keeping a close
eye on the business fundamentals and investing for
the long term.
Looking at the key strategic objectives for each
division over the medium-term: Supply Chain & Retail
this has been the foundation of our Group and its
capabilities are leveraged across the Group. We have
maintained and grown our leadership position and
increased our margins steadily since IPO. Because
of our leading market position and in combination
with the investments we are making, we see
more scope to grow our market share, margin and
profitability. Uniphar Medtech has strong margins
with organic gross profit growth in the high single
digits. Our focus is on continuing to deliver profit
growth, growing through bringing existing therapeutic
specialities and relationships to new markets. In
Uniphar Pharma, we are targeting double digit gross
profit growth and we will do this by leveraging our
global commercial platform to bring a range of pharma
services to manufacturers across the product lifecycle.
Furthermore, On Demand will leverage this platform
and our SC&R infrastructure to provide unlicensed
medicines, or medicines that are otherwise difficult
to source, to healthcare professionals all over the
world. We believe that we are in a position to provide a
seamless, global solution for manufacturers in this area.
Our industry is changing more quickly than it has ever
before, structurally, commercially and technologically.
The companies that will thrive in that environment are
those, like Uniphar, that can adapt to those constant
changes, and that can provide the innovative services
that support manufacturers to do the same, working
together in partnership to deliver for customers
and patients.
Gerard Rabbette
Chief Executive Officer
The healthcare needs of the world
are changing and we are evolving
to meet them. The Group has
been transformed since IPO and,
together with the new capabilities
we offer, we believe the business is
well positioned to capitalise on the
opportunities in each of our divisions.
We continue to be growth-focused
towards our new medium-term
EBITDA target of €200m.
17
17
UNIPHAR PLC ANNUAL REPORT 2023
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Chief Executive’s Report
18
Our Business At a Glance
Market Opportunity
What we do and how we do it
Our mission guides…
Our mission and vision
Page 5
…our strategy for growth built
on leading positions…
Our strategy
Page 21
...in large and attractive markets…
Snapshot of Uniphar
Page 3
...driven by strong market tailwinds.
Market opportunity
Page 20
We serve our customers across
three divisions…
…underpinned by our
five sustainability pillars.
Our business model summarises
how we work…
Business Reviews
Pages 31 to 36
Sustainability and
Governance report
Page 39
Our Business Model
Page 23
…with performance measured by
our KPIs…
Key Performance
Indicators
Page 25
……summed up by our investment case.
Investment Case
Page 7
Market trends and growth drivers
We see six key trends driving and shaping global healthcare markets.
These trends provide opportunities and challenges for manufacturers and guide
the solutions they require to bring their products to patients in global markets.
What trends are impacting our customers
Ageing
populations
Personalised
medicine
Complex
local health
systems
Medtech
innovation
Digital
healthcare
Evolving
role of
pharmacy
The number of people worldwide aged over 65 is expected to double to 1.6bn by 20501.
Older age is associated with an increasing need for healthcare services and medications
with increasing life expectancy also contributing to this growth.
Personalised medicines such as gene therapies account for an increasing proportion of
new drugs approved by the FDA. Such treatments often require sophisticated patient
assessment and product handling prior to patient treatment.
Navigating the varying approval, reimbursement and market access hurdles by territory is
a challenge especially for smaller bespoke manufacturers that may not have experience
outside their home country. Only 60% of FDA-approved products in the US make it to
Europe. Marketing a product in the world’s major healthcare markets is essential for
manufacturers to successfully commercialise their assets.
The Medtech industry is highly innovative and has provided considerable advances in
how chronic diseases such as cardiovascular, diabetes and musculoskeletal diseases
are treated. Scientific advances offer patients better outcomes through less invasive
procedures with shorter recovery times and fewer complications. The increasing
sophistication of products require manufacturers to work with clinical professionals
in the field who have the network and knowledge to communicate with the frontline
healthcare professionals.
Technology disruption continues to transform the healthcare industry. Patients
increasingly expect to have visibility of their health data as healthcare professionals
adopt a digital-first approach. Robotics and intelligent automation drive the industry’s
push towards increased efficiencies and better patient outcomes. Healthcare
practitioners themselves seek personalised education and engagement through media
convenient to them instead of mass marketing.
Community pharmacies are taking an increasingly prominent role in primary care,
relieving pressure on GPs. Community pharmacy plays a prominent role in annual
vaccination programmes and pharmacists are consistently ranked as amongst the most
trusted professionals in their local communities.
Solutions required to meet manufacturers’ challenges
» Deep knowledge of pharma
wholesale market
» Access to community
retail pharmacies
» High-tech supply chain
infrastructure
» Strong relationships with
healthcare professionals
» Clinically trained team
» Broad geographic reach
» Full suite of
commercialisation services
» Proven partner with
global capability
» Local market intelligence
and know-how
These solutions are delivered through our three divisions
1. Source: United Nations World Social Report 2023
19
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Market Opportunity
20
Our Strategy
Growth-Focused Strategy
Built on Leading Positions
Key Performance
Indicators
Page 25
Financial Review
Page 27
STRATEGIC FOCUS
To become a leading international healthcare business dedicated to
improving patient access to pharmaco-medical products and therapies.
DIVISION FOCUS
Uniphar has built leading market positions in
each of our three divisions. Our ability to leverage
relationships, infrastructure and solutions across
all three divisions provides our clients with a
unique proposition as they seek to commercialise
their products across markets.
LEADING MARKET POSITIONS
STRATEGY IN ACTION
Leading pharma wholesaler
in Ireland with c.53% market
share together with a sizeable
high street community
pharmacy estate
- Number one position in pharmacy
wholesale in Ireland
- Network of 429 owned, franchised and
supported pharmacies
- Leading pharmacy brands in Ireland in
customer experience surveys
Leading pan-European
medical device distributor and
solutions partner representing
many of the largest medical
device manufacturers across
multiple markets
Leading partner of
pharmaceutical companies
seeking to commercialise their
assets in addition to being a
global supplier of difficult to
source medicines
– Pan-European platform
– Clinically qualified team to engage
with healthcare practitioners
– Delivering innovative Medtech
products that drive better
patient outcomes
- Global infrastructure and knowledge
to move medicines across the world
- Suite of solutions to support product
commercialisation across the asset
lifecycle
21
- Managing EAPs for global
manufacturers
- Acquired the McCauley Pharmacy Group,
expanding our retail footprint in Ireland
- Investing in the future in a new Irish distribution
facility, to provide the infrastructure to double
current capacity levels
Read more about Uniphar SC + R on page 31
– Restructuring and rebranding the Medtech
businesses under the ‘Uniphar Medtech’ brand
further integrating the pan-European offering
- Represent 72 manufacturers in two or more
countries
Read more about Uniphar Medtech on page 33
- Synergies realised from the acquisition of
BModesto Group and Orspec Pharma in late 2022,
expanding the capabilities of the enlarged group
- Further build-out of our European Pharma
Services offering during the year.
Read more about Uniphar Pharma on page 35
21
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Our Strategy
22
Our Business Model
How we
create
sustainable
value
We have an integrated,
sustainable and flexible
business model. Our
business model provides
the platform for our
growth strategy and
generates value for our
stakeholder groups.
OUR RESOURCES
HOW WE ADD VALUE
Talented people
Skilled people who are
passionate about our mission
and outperforming customer
expectations every day. Many
of our people are clinically
trained or highly skilled in their
respective fields.
Relationships
Relationships fostered over
many years with healthcare
companies, manufacturers,
regulators, healthcare
professionals and community
stakeholders.
Financial
Strong balance sheet and
disciplined use of capital
ensures we have the funds
to invest in organic and M&A
investment opportunities.
Global infrastructure
Diverse geographic footprint
with a presence in the major
healthcare markets. Our local
presence and knowledge of
regulatory requirements enables
us to deliver products across
the world.
Technology
Capabilities in data analytics,
digital communications and
omni-channel engagement
solutions together with
experience utilising technology
to drive supply chain
efficiencies.
Understanding
customer needs
We partner with our customers
to solve their biggest
challenges. Many of our teams
are clinically trained and
engage with our clients on a
peer-to-peer level and become
trusted advisors to them.
Sustainable
financial model
We are disciplined in our
capital allocation and
maintain flexibility to invest
in opportunities that create
shareholder value. Our effective
risk management processes are
core to optimising our returns.
Digital first
We utilise a range of digital
capabilities, helping our clients
to focus their efforts on their
most rewarding opportunities
and providing insights to
them that support their
commercialisation objectives.
Our unique integrated model
We offer our customers an
integrated model that supports
them throughout the life-cycle
of their products from
early-stage development
through to product maturity.
We draw on capabilities
across our Group to provide
an integrated solution.
Operational excellence
We are relied on by our
customers and patients
to provide them with the
therapies and solutions they
need daily. We drive the highest
standards of operational
excellence to ensure we
achieve this.
Always growing
We set ambitious growth
targets and deliver them
through a combination of
organic growth and selective
capital deployment.
For shareholders
EBITDA
We are growth-
focused and have
achieved our target
of doubling EBITDA
within five years of
IPO. Our new focus
is on doubling again
to €200m in the
medium-term.
THE VALUE WE CREATE
ROCE
We prioritise
investing for growth
and generating a
sustainable return
with a target Return
on Capital Employed
(ROCE) of 12%-15%.
Free Cash Flow
We focus on cash
generation achieving
Free Cash Flow
conversion of 78.5%
within the target range
of 60%-70%.
Dividends
We have a
progressive
dividend policy that
seeks to return capital
to shareholders each
year. Dividends for
2023 amounted
to €5.0m.
For patients
We enable patients to receive
the medicines and therapies
they need to live healthy and
fulfilled lives.
For customers
We enable our customers to
bring their products to market
and maximise the commercial
opportunity of their assets.
For employees
We are committed to providing
an inclusive and rewarding
culture where our people can
develop their skills to take on
further leadership roles in the
organisation.
For communities
We play an active role in the
communities where we live and
work. We have a long history of
supporting charitable causes
most notably in our Unity for
Hope event in recent years.
For suppliers
We build long-term trusted
relationships with supplier
partners that are fostered
through trust and delivering on
our promises.
For the planet
We seek to operate in
the most sustainable
way possible reducing our
impact on the environment
by reducing emission and
generating less waste.
Supporting the UN Sustainable
Development Goals
23
23
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Our Business Model
24
Key Performance Indicators
Gross
Profit
Measuring Success
150
350
200
400
100
300
50
250
FINANCIAL
KEY PERFORMANCE INDICATORS
Gross
Profit
Gross
Profit
Gross
EBITDA
Profit
400
350
300
250
200
150
100
400
50
350
0
300
250
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
0
200
150
400
100
350
120
50
300
100
0
250
Gross
Gross
Gross
Gross
Profit
Profit
Profit
Profit
Gross
Profit
EBITDA
EBITDA
EBITDA
EBITDA
EBITDA
Free
Free
Free
Free
Cash
Cash
Cash
Cash
Flow
Flow
Flow
Flow
Free
Cash
Flow
ROCE
ROCE
ROCE
ROCE
ROCE
Adjusted
Adjusted
Adjusted
Adjusted
Earnings
Earnings
Earnings
Earnings
Adjusted
Earnings
400
400
400
350
400
350
350
300
350
300
300
250
300
250
250
200
250
200
200
150
400
200
150
150
100
350
150
100
100
50
300
100
50
50
0
250
50
0
0
200
0
150
100
50
0
120
120
120
120
100
100
100
100
80
80
80
80
60
60
60
120
60
40
40
40
100
40
20
20
20
80
20
0
0
0
60
0
40
20
0
100
100
100
100
80
80
80
80
60
60
60
60
40
100
40
40
40
20
80
20
20
20
0
60
0
0
0
40
20
0
20
20
20
20
15
15
15
15
10
10
10
20
10
5
5
5
15
5
0
0
0
10
0
5
0
20
20
20
20
15
15
15
15
10
10
10
20
10
5
5
5
15
5
0
0
0
10
0
5
0
Gross Profit
€390.0m
2023: €390.0m
2022: €306.7m
2021: €274.5m
2022 2023
2022 2023
2022 2023
2022 2023
2021
2021
2021
2021
EBITDA*
2021
2022 2023
€116.0m
2023: €116.0m
2022: €98.6m
2021: €86.7m
2022 2023
2022 2023
2022 2023
2022 2023
2021
2021
2021
2021
Free Cash Flow
Conversion*
2022 2023
2021
78.5%
2023: 78.5%
2022: 82.0%
2021: 77.4%
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
2022 2023
2021
Return on Capital
2022 2023
Employed*
15.2%
2023: 15.2%
2022: 17.3%
2021: 17.6%
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
2022 2023
2021
Adjusted Earnings
2022 2023
per Share (cent)*
18.3c
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
2022 2023
2023: 18.3c
2022: 18.6c
2021: 16.3c
2021
2022 2023
EBITDA
EBITDA
2022 2023
2022 2023
2022 2023
2022 2023
2022 2023
EBITDA
Free
Cash
Flow
Free
Cash
Flow
Free
Cash
Flow
Free
ROCE
Cash
Flow
ROCE
2022 2023
2022 2023
2022 2023
2022 2023
2022 2023
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
ROCE
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
ROCE
Adjusted
2022 2023
Earnings
2022 2023
2021
Adjusted
Earnings
Adjusted
Earnings
2022 2023
2022 2023
2022 2023
Adjusted
2022 2023
Earnings
2022 2023
2021
2021
2021
2021
2021
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
2022 2023
2021
2022 2023
2021
2022 2023
WHY WE MEASURE IT?
80
100
0
120
0
20
2021
2021
Gross profit is viewed by the
Board as the best measure
2022 2023
of top-line performance.
2022 2023
It allows management to
assess the performance of
the business and is a key
measure in the assessment
of divisional performance.
60
120
40
100
20
80
0
60
2022 2023
2021
200
80
150
60
100
40
50
120
40
100
100
20
80
80
0
60
60
2021
2022 2023
0
40
60
100
80
0
40
40
20
100
20
EBITDA provides
management with an
assessment of the underlying
trading performance of
2021
2022 2023
the Group and excludes
2021
2022 2023
Access
transactions that are
Access
Access
Access
non-recurring, allowing for
Prog
Prog
Prog
comparison of the trading
Prog
performance of the business
Access
across periods and/or with
2022 2023
other businesses.
Prog
2022 2023
2021
2021
40
100
20
20
80
15
0
60
80
60
10
20
0
40
10
20
0
0
15
5
20
20
2021
2021
2022 2023
2022 2023
Free cash flow conversion
represents the funds
generated from the Group’s
ongoing operations. These
funds are available for
Healthcare
reinvestment and for future
Healthcare
Healthcare
Healthcare
acquisitions, as part of the
Interac-
Interac-
Group’s growth strategy. We
Interac-
Interac-
use free cash flow to assess
tions
tions
2022 2023
tions
tions
and understand the total
Healthcare
operating performance of
Interac-
the business.
2022 2023
tions
2021
2021
0
10
5
15
20
20
10
10
15
15
0
5
10
20
0
0
15
5
5
20
2021
2021
Return on Capital Employed
(ROCE) is the key benchmark
the Group uses to evaluate
2022 2023
2022 2023
the performance of existing
businesses and potential
Symbol
Symbol
Symbol
investment opportunities.
Symbol
Group
Group
Group
Group
2022 2023
Symbol
Group
2022 2023
2021
2021
5
15
0
10
20
15
10
5
0
0
5
2021
Adjusted EPS is used
to assess the after-tax
underlying performance of
2022 2023
the business, in combination
with the impact of capital
structure actions on
the share base. This is
a key measure used by
management to evaluate the
operating performance of
the business, generate future
operating plans and make
strategic decisions.
Number of
Number of
Number of
Number of
medicines
medicines
medicines
medicines
Number of
medicines
2021
2022 2023
PERFORMANCE IN 2023
2021
2021
2022 2023
2022 2023
Gross Profit has increased by
27.1% driven by strong organic
gross profit growth of 5.6%,
in conjunction with the impact
of acquisitions in both 2022
and 2023.
The Group expects another
2021
strong year of profit growth
in 2024.
2022 2023
Access
Prog
Access
Prog
Access
Prog
100
100
100
100
80
80
80
80
60
60
60
60
40
100
40
40
40
20
80
20
20
20
0
60
0
0
0
40
1000
1000
1000
1000
800
800
800
800
600
600
600
600
400
1000
400
400
400
200
800
200
200
200
0
600
0
0
0
500
500
500
500
400
400
400
400
300
300
300
300
200
500
200
200
200
100
400
100
100
100
0
300
0
0
0
2021
2022 2023
Our EBITDA increased by 17.7%
to €116.0m in 2023. The result
reflects the strength of the
business model, the quality of
our business and our expanding
geographic and product diversity.
2022 2023
2022 2023
2021
2021
During 2023, the Group achieved
its target of doubling pro-forma
EBITDA within five years of IPO.
2021
2022 2023
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
2022 2023
20
2021
2022 2023
0
2021
2022 2023
A free cash flow conversion
of 78.5% reflects a strong
performance, together with
tight working capital
2022 2023
2022 2023
management and growth
delivered from cash
reinvestment.
2021
2021
Cash generation and working
capital management remain a
key focus of the Group in 2024.
2022 2023
2021
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
2022 2023
2022 2023
400
2021
200
0
2021
The Group continues to
generate strong returns on
2022 2023
capital employed, despite
2022 2023
2022 2023
its continued growth and
investment.
2021
2021
Strong returns on capital will
continue to be a key focus
in future capital allocation
2022 2023
decisions by the Group.
2021
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
2022 2023
2022 2023
200
2021
100
0
2021
2021
2022 2023
2022 2023
Adjusted EPS fell by 1.6%
during 2023 - from 18.6c (2022)
to 18.3c (2023). It was driven by
a 1.3% decrease in Profit after
Tax excluding exceptional items.
It was further decreased by a
small increase in the weighted
average number of shares, as
a result of the timing impact
of LTIP shares which met the
performance conditions in 2022.
15000
15000
15000
15000
12000
12000
12000
12000
9000
9000
9000
9000
6000
15000
6000
6000
6000
3000
12000
3000
3000
3000
0
9000
0
0
0
6000
2022
2022
2022
2022
2023
2023
2023
2023
3000
As noted above, the Group
expects growth to continue in
future periods.
2022
2023
0
Access
Healthcare
Prog
Interac-
tions
Healthcare
Interac-
tions
Healthcare
Interac-
2022 2023
tions
2022 2023
2022 2023
2022 2023
Healthcare
Symbol
Interac-
Group
2022 2023
tions
Symbol
Group
Symbol
Group
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2022 2023
2022 2023
2022 2023
Symbol
Number of
2022 2023
Group
medicines
2022 2023
Number of
medicines
Number of
medicines
2021
2022
2023
Number of
2021
2022
2023
2021
2022
2023
Number of
2021
2022
2023
Medtech manu-
medicines
facturers
2021
2022
2023
Number of
Medtech manu-
facturers
Number of
Medtech manu-
facturers
Number of
2022 2023
2022 2023
2022 2023
2022 2023
Medtech manu-
facturers
2022 2023
* This is an Alternative Performance Measure (APM) not defined under IFRS. Details on how this is calculated are
included in the APM section on pages 208 to 212.
25
Number of
Number of
Number of
Number of
Medtech manu-
Medtech manu-
Medtech manu-
Medtech manu-
facturers
facturers
facturers
facturers
Number of
Medtech manu-
facturers
80
80
80
70
80
70
70
60
70
60
60
50
60
50
50
40
50
40
40
30
80
40
30
30
20
70
30
20
20
10
60
20
10
10
0
50
10
0
0
40
0
30
20
10
0
The Group has a number of Key Performance Indicators (KPIs) that monitor progress against the
achievement of our strategy. Each division has its own KPI measures, which are aligned with
the Group measures and are included in the divisional reports.
NON-FINANCIAL
KEY PERFORMANCE INDICATORS
WHY WE MEASURE IT?
PERFORMANCE IN 2023
Number of Expanded
Access Programs
2021
2022 2023
2021
2022 2023
89
2021
2022 2023
2021
2022 2023
2023: 89
2022: 75
2021: 65
2022 2023
2021
2021
2022 2023
Symbol Group
Pharmacy Numbers
2022 2023
2022 2023
2021
2021
2021
2021
2022 2023
2022 2023
429
2022 2023
2021
2021
2022 2023
2021
2022 2023
2021
2022 2023
2023: 429
2022: 386
2021: 378
2022 2023
2022 2023
2021
2021
2021
2021
2022 2023
2022
2023
Number of medicines
supported in On Demand
2021
2022 2023
2021
2022
2023
14,200
2022 2023
2021
2021
2022
2023
2021
2022
2022 2023
2023
2021
2022
2023
2022 2023
2023: 14,200
2022: 12,600
2023
2022
2022 2023
2022
2023
Number of Medtech
manufacturers supported
in 2 or more countries
2022 2023
2022
2022
2023
2023
72
2022 2023
2022 2023
2022
2023
2022 2023
2022
2023
2022 2023
2023: 72
2022: 69
2023
2022
2022 2023
A key strategic priority of Uniphar
Pharma is the successful operation
of Expanded Access Programs
(EAPs), facilitating the supply of
specialised medicines to patients
who require them. Continued
growth in the number of these
programmes is a key metric in
measuring progress against this
priority, as well as the strength of
our manufacturer relationships.
The Uniphar Symbol Group
consists of owned and franchised
pharmacies operating under
our Allcare, McCauleys, Life and
Hickey’s pharmacy brands, as
well as wholesale customers who
we support through our range of
innovative retail support services.
The number of pharmacies
operating under the Symbol
Group provides management with
insight into the strength of these
brands and our service offering in
the marketplace.
On Demand focuses on ensuring
equitable access to medicines
for patients worldwide. The
number of medicines supported
by the business is a key metric of
performance and indicative of our
ability to source and supply these
products.
Uniphar Medtech seeks to grow
manufacturer relationships
across geographies deepening our
relationships with them. Growth
in these relationships into new
countries is a key metric of the
strength of these relationships
and our progress against our
strategic targets.
During 2023, the number of
Expanded Access Programs
(EAPs) in progress or
completed by the Group grew
to 89. Recent acquisitions
in the Pharma division have
increased the capabilities of
the Group to offer global EAP
solutions to manufacturers.
The growth in pharmacy
numbers demonstrates
the strength of our market
offering and the key role we
play in the national health
infrastructure. We support
our pharmacies through
our best-in-class supply
chain e-commerce platform
providing a tailored solution
for each group member.
The business achieved 13%
growth in the number of
medicines supported during
2023. This growth was
supported by acquisitions
during the year together with
organic growth. 2023 saw
continual shortage challenges
with the supply of medicines
which Uniphar was able to
support our customers with
sourcing.
During 2023, the Group grew
the number of manufacturers
that we support across 2
or more countries from 69
to 72. This growth arises
from continued focus and
investment in building our
pan-European platform. The
rebranding of the division as
Uniphar Medtech in 2023 will
further support our ability to
offer a streamlined service
offering to customers across
Europe.
100
80
60
40
100
20
80
0
60
100
40
80
20
60
0
40
100
1000
20
80
800
0
60
600
40
400
20
1000
200
0
800
0
600
1000
400
800
200
600
0
400
1000
500
200
800
400
0
600
300
400
200
500
200
100
400
0
0
300
500
200
400
100
300
0
200
500
15000
100
400
12000
0
300
9000
200
6000
100
15000
3000
0
12000
0
9000
15000
6000
12000
3000
9000
0
80
6000
15000
70
60
3000
12000
50
0
40
9000
30
6000
20
80
10
70
3000
0
60
0
50
40
80
30
70
20
60
10
50
0
40
30
80
20
70
10
60
0
50
40
30
20
10
0
2022
2022
2022
2022
2023
2023
2023
2023
2022 2023
2022 2023
2022 2023
2022 2023
2022
2023
2022 2023
STRATEGIC REPORT
Key Performance Indicators
26
UNIPHAR PLC ANNUAL REPORT 2023 Gross
Profit
EBITDA
Free
Cash
Flow
ROCE
400
350
300
250
200
150
100
50
0
120
100
80
60
40
20
0
100
80
60
40
20
0
20
15
10
5
0
20
Adjusted
Tim Dolphin Chief Financial Officer
Earnings
10
15
5
0
6
5
4
3
2
1
Gross
Profit%
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
Access
Prog
2021
2022 2023
2021
2022 2023
80
70
60
50
40
30
20
10
0
1000
800
Gross
Profit
EBITDA
Healthcare
Interac-
tions
Summary Financial Performance
400
600
200
400
350
300
250
200
150
100
50
0
120
100
80
60
40
20
0
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
Year ended 31 December
IFRS measures
Revenue
Gross profit
Symbol
Group
2021
2022 2023
2021
2022 2023
Operating profit
Basic EPS (cent)
0
400
350
300
250
200
150
100
50
0
2021
2022 2023
2021
2022 2023
2023
€’000
Free
Cash
Flow
2,553,062
389,984
2021
2022 2023
67,708
16.4
2021
100
80
60
40
20
0
2022
€’000
2,070,669
306,744
2021
53,155
2023
16.7
2022
2022 2023
Growth
Reported
Constant
currency
23.3%
27.1%
27.4%
23.6%
27.8%
2022 2023
27.8%
2021
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
Gross
Profit
Alternative performance measures
Gross profit margin
EBITDA
EBITDA %
Adjusted EPS (cent)
Net bank debt
Return on capital employed
Basic
share
2022 2023
2021
2023 Financial Highlights
2022
2022 2023
5
0
EBITDA
Adjusted
€116.0m
share
2023: €116.0m
2022: €98.6m
2022 2023
2021
2022 2023
2022
20
15
10
20
15
10
5
0
14.8%
98,575
4.8%
17.7%
17.9%
Symbol
Group
2021
2022 2023
2021
2022 2023
2021
2022
2023
2021
2022 2023
18.6
(91,217)
17.3%
ROCE
15.3%
115,985
4.5%
18.3
(149,947)
15.2%
Adjusted
Earnings
20
15
10
5
0
20
15
10
5
0
2023
2022 2023
2021
2022 2023
2021
2022 2023
Adjusted Earnings
per Share
18.3c
Access
Gross
Prog
Profit%
2023: 18.3c
2022: 18.6c
2023
6
5
4
3
2
1
0
100
80
60
40
20
0
2022 2023
2022
2021
Organic Gross
Profit Growth
5.6%
2023: 5.6%
2022: 5.7%
2022 2023
2023
2021
2022 2023
2022 2023
400
350
300
250
200
150
100
50
0
2021
2022 2023
120
100
80
60
40
20
0
2022 2023
2021
Access
Prog
Healthcare
Interac-
tions
80
70
60
50
40
30
20
10
0
1000
800
600
400
200
0
400
350
300
250
200
150
100
50
0
Basic
share
Adjusted
share
20
15
10
5
0
20
15
10
5
0
2022
2023
2022 2023
Divisional Gross Profit
Year ended 31 December
2021
2022 2023
Uniphar Medtech
2021
2022 2023
Uniphar Pharma
Uniphar Supply Chain & Retail
2021
2022 2023
2021
2022 2023
STRATEGIC REPORT
100
80
60
40
20
0
20
15
10
5
0
20
15
10
5
0
Constant
currency
2022 2023
Organic
2022
2023
2022 2023
150
120
90
60
30
0
1000
800
600
400
Growth
2022
Reported
200
2023
Net
bank
debt
Healthcare
Interac-
2022
tions
€’000
90,931
76,801
139,012
306,744
Symbol
Group
2023
€’000
99,870
103,187
186,927
389,984
0
500
400
300
200
100
0
15000
12000
9000
6000
3000
0
80
70
60
50
40
30
20
10
0
2021
9.8%
2022 2023
10.7%
2021
2022 2023
9.8%
34.4%
34.5%
27.1%
36.0%
34.5%
1.2%
5.9%
5.6%
2021
2022 2023
2021
2022
2023
Financial Review
28
2022
2023
2022 2023
Number of
medicines
Number of
Medtech manu-
facturers
2021
2022 2023
2021
2022 2023
2022
2023
2022 2023
0
Revenue
Revenue exceeded €2.5bn in the year increasing by
23.3% (23.6% constant currency). Revenue increased
in all three divisions with the most significant
increase being in Uniphar Pharma which is
attributable to the full year impact of the acquisition
of the BModesto Group.
2022
2023
120
150
90
EBITDA
Net
bank
debt
60
30
0
2022
2023
Gross Profit
Gross profit growth of 27.1% (27.8% constant currency)
was achieved in the year through a mix of 5.6% organic
growth and the impact of the McCauley acquisition in
early 2023 together with the acquisitions completed
towards the end of 2022. Growth was achieved across
each of the divisions with Uniphar Pharma delivering
34.4% gross profit growth largely due to the acquisition
of BModesto Group. Uniphar Medtech and Uniphar
Supply Chain & Retail both delivered strong Organic
gross profit growth of 9.8% and 5.9% respectively. Gross
profit margin increased from 14.8% to 15.3% reflecting a
shift towards higher margin sectors and businesses. In
2023, 30% (2022: 32%) of the Group’s gross profit was
generated outside of Ireland.
Free
Cash
Flow
ROCE
Adjusted
Earnings
Financial Review
Investing for
Future Growth
€116m
EBITDA
(2022: €98.6m)
15.2%
Return on Capital Employed
(2022: 17.3%)
Delivered
IPO target
of doubling 2018 pro-forma
EBITDA within five years
Strong divisional
performance with overall
Gross profit growth of
27.1%. Healthy cash flows
together with a robust
balance sheet leave the
Group well positioned
to continue to invest for
future growth.
27
UNIPHAR PLC ANNUAL REPORT 2023
Financial Review
Robust Balance Sheet
1.6x
Leverage
€149.9m
Net bank debt
Administrative Expenses
Administrative expenses have
increased by €68.4m to €235.6m
in 2023. This increase is principally
attributable to the full year
impact of the 2022 acquisitions
together with the acquisition of the
McCauley Pharmacy Group in early
2023.
EBITDA
EBITDA increased by €17.4m to
€116.0m. This represents growth of
17.7% in the year (constant currency
17.9%). The full year impact of 2022
acquisitions including the BModesto
Group, Orspec Pharma and Inspired
Health together with the 2023
acquisition of McCauley Pharmacy
Group has driven an increase in
EBITDA. There has been a continued
focus on cost management and
this has been particularly important
given the inflationary challenges
experienced in the year.
Exceptional Items
Exceptional items in the year
amounted to a charge of €0.4m
before tax (2022: €3.2m). This
includes costs of €10.0m primarily
relating to acquisition, integration,
redundancy, restructuring, loss
on disposal of businesses and
assets and strategic business
transformation costs. This was
offset by a release of deferred
contingent consideration of €9.6m,
following a review of the expected
performance against earn-out
targets and contractual obligations.
Further details can be found in
Note 4 of the financial statements.
Earnings Per Share
Basic earnings per share for the
year at 16.4 cent is a reduction of
0.3 cent on 2022 which reflects
strong growth in operating profit
being offset by an increase in
finance costs due to increased
levels of borrowing together with
the impact of significantly higher
interest rates. The weighted
average number of shares also
marginally increased in 2023,
reflecting the full year impact
of LTIP shares on which the
performance conditions
were satisfied.
Adjusted earnings per share is
calculated after adjusting for
amortisation of acquisition related
intangibles, exceptional costs and
share-based payment expenses.
The Group’s adjusted earnings per
share for 2023 was 18.3 cent (2022:
18.6 cent). Underlying earnings have
decreased marginally by 1.3% from
€50.6m in 2022 to €50.0m in 2023.
There was a 0.2% increase in the
weighted average number of shares
in issue compared to 2022.
Cash Flow and Net Bank Debt
The Group delivered a strong cash
performance during the year, with a
free cash flow conversion of 78.5%
and a net bank debt position of
€149.9m (2022: €91.2m).
Summary Cash Movements
Year ended 31 December
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash inflow from financing activities
Foreign currency translation movement
(Decrease)/increase in cash and cash equivalents in the year
Movement in restricted cash
Non-cash movement in borrowings
Cash flow from movement in borrowings
Movement in net bank debt
2023
€’000
2022
€’000
52,511
(90,428)
19,630
235
(18,052)
173
577
(41,428)
(58,730)
82,831
(106,332)
50,405
(1,225)
25,679
-
14,423
(83,022)
(42,920)
The Group continues to maintain a strong focus on
working capital management, and this is reflected
in the cash generated from operating activities of
€52.5m. The main year-on-year movements in cash
generated from operating activities reflects higher
interest and tax paid in the year together with a one
off increase of €15m in 2022 relating to an increase in
our non-recourse facility. Free cash flow conversion
for the period was 78.5%, which exceeds the medium-
term free cash flow conversion target of 60-70%.
The net cash outflow from investing activities
of €90.4m principally consisted of acquisitions
completed during the year of €29.8m (net of cash
acquired), capital investment of €32.0m (including
strategic capital invested), deferred and deferred
contingent consideration payments of €9.4m and
repayment of debt acquired on the McCauley
acquisition of €22.7m. This is offset by receipts
from disposals of property, plant and equipment
and businesses (net of cash disposed and disposal
expenses) of €1.7m and receipts from disposal of
assets held for sale of €1.6m.
The net cash inflow from financing activities of
€19.6m was due to a net increase in borrowings and
invoice discounting facilities offset by principal lease
payments and the payment of dividends.
Debt Facility
In August 2022, the Group refinanced its debt facility
and entered into a new five-year facility (with one
option remaining to extend by a further one year)
which provides a revolving credit facility of €400m
with an additional uncommitted accordion facility
of €150m. There are seven international banks in
the current banking syndicate. Net bank debt was
€149.9m (2022: €91.2m) at year-end and leverage
remained modest at 1.6x. The expanded facility
combined with modest leverage and strong free cash
flow provides the Group with the platform to support
future growth and investment.
Taxation
The Group’s tax expense has decreased by €1.2m
to €7.8m driven largely by the reduction in pre-
exceptional profits on account of the higher global
interest rates environment. The effective tax rate
before exceptional items has decreased from 17.4%
to 16.6% reflective of the financial performance over
multiple tax jurisdictions. The effective tax rate is
calculated as the pre-exceptional income tax expense
for the year as a percentage of the profit before tax
and exceptional items.
Currency Exposure
The Group continues to expand into new geographies
which, together with the continued growth in existing
geographies outside of the Eurozone, results in a
foreign exchange exposure for the Group being the
translation of local income statements and balance
sheets into Euro for consolidation purposes.
On a constant currency basis, revenue increased
by 23.6% vs. 23.3% reported growth, gross profit
increased 27.8% vs. 27.1% reported growth and
operating profit increased by 27.8% vs 27.4%
reported growth.
GBP
US Dollar
Swedish Krona
2023
Average
0.870
1.081
11.473
2022
Average
0.852
1.051
10.623
Return on Capital Employed (ROCE)
Group ROCE in 2023 of 15.2% (2022: 17.3%) is lower
than prior year but ahead of the Group’s target of
12%-15%. The reduction from 2022 reflects the
impact of the multi-year investment in a new high-
tech distribution facility in Ireland. This facility will
be operational in the second half of 2026 delivering
efficiencies and supporting growth in the longer term.
The investments made during 2023 are performing
well and will deliver further benefits and growth in
the future.
Details on how this was calculated are included in
the APMs section on page 208 to 212.
Dividends
The Board remains committed to a progressive
dividend policy as stated at the time of IPO. The
Directors are proposing a final dividend of €3.2m
(€0.0119 per ordinary share), subject to approval
at the Company’s AGM. It is proposed to pay the
dividend on 14 May 2024 to ordinary shareholders
on the Company’s register at 5pm on 19 April
2024. Together with the interim dividend of €1.8m
(€0.0064 per ordinary share) paid in October
2023 this brings the total dividend for the year to
€5m (€0.0183 per ordinary share) representing an
increase of 5.2% on 2022.
Tim Dolphin
Chief Financial Officer
29
STRATEGIC REPORT
Financial Review
30
UNIPHAR PLC ANNUAL REPORT 2023
Business Review
Market-leading,
vertically integrated
pharmaceutical
distribution and
retail pharmacy
division
Supply Chain & Retail delivered
another outstanding performance in
2023 with volume and profitability
growth in all segments.
Who we are
Uniphar Supply Chain & Retail is the integrated
pharmaceutical distribution and retail pharmacy
division of the Group. Our mission is to make a
positive impact on the provision of healthcare in
Ireland by supplying the medicines patients need
every day. The division comprises Pre-wholesale,
Wholesale and Retail pharmacy businesses that work
together to supply medicines, consumer products and
value-adding pharmacy services to our customers.
Uniphar holds c.53% of the wholesale market and
c.60% of the hospital market.
What we do
Pre-Wholesale
The pre-wholesale business unit supports
pharmaceutical manufacturers with tailored and
innovative distribution solutions to bring their
products to the Irish market. Pre-wholesale
comprises a key element of the vertically integrated
offering that Supply Chain & Retail brings to the
market. The business has continued to support
manufacturers in navigating the challenges posed by
supply chain disruptions in recent years to ensure
continued supply of product into Ireland. The Pre-
wholesale business performed strongly in 2023.
Key performance highlights include:
» 34.5% growth in gross profit of which
5.9% is organic growth
» Wholesale volumes increased by 4%
with growth seen in several categories
» Continued growth in our consumer
business with both our agency and
own brands performing well
» Acquisition of the McCauley Pharmacy
Group completed in January 2023 with
integration substantially complete and
expected synergies being realised
» Multi-year investment in a new state-
of-the-art distribution facility and IT
infrastructure progressing to plan
5.9%
Organic gross profit growth
53%
Market share in
pharma wholesale market
429
Retail pharmacy network
Year ended 31 December
Revenue
Gross profit
Gross profit margin
2023
€’000
1,711,620
186,927
10.9%
2022
€’000
1,557,035
139,012
8.9%
Growth
Reported
9.9%
34.5%
Constant
Currency
9.9%
34.5%
The business enters 2024 in a strong position with
contract renewals completed with a number of
long-standing manufacturers and new business
opportunities being progressed with some key
client partners. The increasing growth in specialist
medicines that require temperature-controlled
storage and distribution together with the expertise
provided by the Pre-wholesale business make it
well positioned to meet the increasing demand
from customers.
Wholesale
The Wholesale business supplies critical medicines
to pharmacies and hospitals in Ireland efficiently,
reliably and securely to positively impact the health
of patients. The core of the business is the provision
of prescription and OTC (over the counter) products.
Furthermore, we supply a wide range of consumer
products, which continue to be a source of strong
growth, and provide pharmacies with a reliable
and integrated offering across a range of brands to
fully service the needs of the customer. Shortages
of medicines continued to be an issue in 2023 as
manufacturers faced supply chain challenges but
the business was well positioned to respond to
the challenge and support customers with strong
procurement know-how, market intelligence and
flexible stock levels.
Investment in next generation distribution and IT
infrastructure continued throughout 2023. This
multi-year investment is essential to provide the
increased capacity required to deliver distribution
excellence and future-proof our market-leading
Uniphar Supply Chain & Retail division, whilst
also enabling us to scale our Pharma platform.
The investment will deliver a state-of-the-art
distribution facility supported by an upgraded ERP
platform that provides the necessary infrastructure
to support the Group’s growth strategy.
Retail
Our Retail pharmacy business unit comprises 429
pharmacies that are owned, franchised or supported
by the Group. The business operates across four
brands – Hickeys, McCauleys, Allcare and Life
Pharmacy – and together form one of the largest
pharmacy groups in Ireland. Community pharmacy
plays a prominent role as a trusted support
to patients and increasingly as a primary care
destination in the provision of vaccinations and other
services. During 2023, the AllCare Pharmacy brand
was voted number one retail brand in Ireland and
number two brand overall for Customer Experience
both of which highlight the commitment of our teams
to servicing their customers and communities.
In January 2023, the division completed the
acquisition of the McCauley Pharmacy Group which
added 34 pharmacies to the Uniphar network.
McCauley is widely regarded as a leading brand
across health, wellbeing and beauty and its expertise
and advanced digital offering complements our
growing consumer business. The integration of the
McCauley acquisition is substantially complete and
the acquisition has performed to plan in 2023.
Performance in 2023
The Uniphar Supply Chain & Retail division delivered
a very strong performance in 2023 with gross
profit growth of 34.5% of which 5.9% was organic
growth. This growth was achieved by robust volume
growth in Wholesale in addition to new business
opportunities in the Pre-wholesale business. The
Retail division has performed strongly in 2023
against the backdrop of increasing costs and ongoing
supply challenges and was further enhanced by the
impact of the McCauley acquisition.
Outlook
The success of the Uniphar Supply Chain & Retail
division continues to be defined by its commitment
to operational excellence and service delivery
that our customers rely on. The relationships we
hold with manufacturers, suppliers, community
pharmacists and patients, combined with the
knowledge of our people, are leveraged across
the Group to enable us to offer a wider range
of services to clients. The focus for 2024 is to
continue to provide an essential service in the
Irish market while using our deep market expertise
to respond to market challenges and identify the
growth opportunities that these challenges present.
The medium-term organic gross profit growth
target for the division is low single-digit growth.
The investment in our new distribution facility
and IT platform will provide the infrastructure
needed to scale the division further and deliver
the comprehensive range of products and services
that both community and hospital pharmacies
are seeking in addition to supporting the digital
pharmacy of the future.
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UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Business Review
32
Business Review
Enabling
patient access
to specialist
medtech
Uniphar Medtech performed strongly
in 2023 ahead of market growth and is
well positioned to capitalise on future
growth opportunities.
Who we are
Uniphar Medtech is the partner of choice for manufacturers
seeking to bring innovative Medtech products to market.
We provide expertise across sales, marketing, quality,
compliance, regulatory and market access to the world’s
top medical device manufacturers across a pan-European
platform. The business is headquartered in Ireland with
a presence in 16 markets primarily across Europe. During
2023, the business opened a facility in the US to support
clients seeking to access this market.
What we do
Uniphar Medtech was formerly a business unit within
the Commercial & Clinical division and in 2023 became
a standalone division. This change allows the Group to
better showcase the role Medtech plays in delivering
critical products and transformative solutions at
the forefront of modern healthcare whilst positively
impacting patients’ health.
We are a high-growth diversified healthcare services
provider, offering best-in-class products and services
across multiple specialities to both public and private
sectors. We are experts across a wide range of specialisms
with market-leading positions in interventional cardiology/
radiology, orthopaedics, ophthalmology, minimally invasive
surgery, diagnostic imaging and critical care. Uniphar
Medtech holds long-standing exclusive distribution
agreements with some of the world’s pre-eminent
manufacturers of medical devices.
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UNIPHAR PLC ANNUAL REPORT 2023
Key performance highlights include:
» Gross profit growth of 9.8% all of
which is organic
» 72 manufacturers represented in more
than one country
» Realigning and rebranding of the
Uniphar Medtech business to
capitalise on the market opportunity
in the European medtech market with
a number of new supplier contracts
signed
» Establishment of a US facility that
enables us to support our medtech
partners supply the US market
9.8%
Organic gross
profit growth
16
Number of countries
operating in
72
(2022: 69)
Number of manufacturers
supported across
2+ geographies
Year ended 31 December
Revenue
Gross profit
Gross profit margin
2023
€’000
249,216
99,870
40.1%
2022
€’000
233,204
90,931
39.0%
Growth
Reported
6.9%
9.8%
Constant
Currency
7.8%
10.7%
Performance in 2023
The business performed strongly in the year delivering
continued growth in earnings and executing its
strategy of consolidating its position as a leading pan-
European medical device player. The division achieved
Gross profit growth of 9.8% all of which was achieved
through organic growth. This growth was achieved due
to a combination of market and supplier expansion
across five targeted growth specialisms.
The rebranding exercise completed in the year has
simplified the division and enables the team to focus
on growing the service offering under a common
brand identity.
The business will continue to leverage its position as a
leading distributor of medical devices in Europe to offer
manufacturers access to a broad network of healthcare
professionals in the market. Continued investment in
our UK and European infrastructure throughout 2023
further supports the platform to facilitate strong growth
in those markets in the future.
Outlook
The outlook is strong for Uniphar Medtech with
organic gross profit growth of high single-digit over
the medium-term. The Medtech industry is a leader
in innovation and continues to experience high rates
of growth as a result of structural tailwinds in the
industry. Such tailwinds include ageing populations
with associated chronic disease management needs,
innovative emerging technologies and an increasingly
complex regulatory environment that specialists such
as Uniphar Medtech can support manufacturers in
navigating through. Uniphar Medtech has the market
access, strong platform, leadership team, skilled
expertise and proven track record to capitalise on the
opportunities before it.
Innovation
The Medtech sector has been at the forefront of
the healthcare industry in harnessing the power of
innovation to improve the quality of patients’ lives.
New products and technologies have been developed
in recent years that deliver operational and cost
efficiencies for healthcare providers and better clinical
outcomes for patients. The use of robotics in surgery
is one area that continues to experience growth as
physicians increasingly look to technology to augment
their skills with greater precision especially for routine
procedures. Uniphar Medtech is representing global
robotic manufacturers in the orthopaedic and minimal
access surgery specialisms, further supporting the
acceleration of healthcare’s digital transformation.
Relationships
People and the relationships they nurture are at
the centre of Uniphar Medtech and the business
focuses on fostering and growing these connections.
Supplier expansion is a key strategic pillar of our
growth strategy. The long-standing relationships
with manufacturers enables our growth into new
geographical regions as well as a number of other
opportunities. Uniphar Medtech is one of only
a handful of companies in Europe that is fully
accredited with service licence agreements for several
global brands. Our specialist teams work hand-
in-hand with our manufacturer partners to deliver
tailored end-to-end solutions for our customers.
Our manufacturers trust us to represent them in
daily interactions with healthcare professionals and
so our relationships with the medical community are
critical. The majority of our sales representatives in
the Medtech division have a clinical background which
enables them to engage with customers in a peer-
to-peer manner. Our specialist experts are trusted
partners in sourcing and supporting the delivery of
innovative technology in the clinical setting to meet
the varying needs of patients. As Medtech solutions
become more sophisticated, decision-making is
increasingly physician-led as they seek to ensure the
right solution for their patients’ circumstances. Our
relationships with these frontline professionals are a
critical asset for the business.
STRATEGIC REPORT
Business Review
34
Business Review
Providing access
to speciality
and difficult to
source medicines
worldwide
Uniphar Pharma continues to focus
on building a global platform for
future growth and expansion.
Who we are
Uniphar Pharma unites what was previously our Product
Access division and the pharma services business
unit of the former Commercial and Clinical division.
The division operates a global business, providing
integrated high value services across the lifecycle of a
pharmaceutical product.
What we do
We work with pharma and biotech companies to meet
the challenges of today’s healthcare market, whether
it is bringing innovative medicines to global markets
or providing healthcare professionals with access
to medicines they cannot source through traditional
channels.
Over recent years, we have increased our scale and
geographical reach and invested in our infrastructure
and resources to create a global sourcing and service
platform that provides solutions to manufacturers and
healthcare professionals to the challenges of getting
medicines to patients. We have created a world-class
set of capabilities across the pharma product lifecycle
to meet the needs of our global clients.
Key performance highlights include:
» Gross profit growth of 34.4% achieved
in 2023 of which 1.2% was organic
» Gross profit generated from outside of
Ireland representing 74% of divisional
gross profit
» New divisional structure that brings
together On Demand and Pharma
Services leveraging common platforms
and infrastructure to better serve our
clients
» Strong performance in the On Demand
business responding to the challenge
of shortages in the market
14 new Expanded Access Programs
(EAPs) onboarded in the year
»
1.2%
Organic gross
profit growth
160+
Number of countries
operating in
14,200
(2022: 12,600)
Number of medicines supported
(Medicines are either unlicensed
or otherwise difficult to source)
Year ended 31 December
Revenue
Gross profit
Gross profit margin
2023
€’000
592,226
103,187
17.4%
2022
€’000
280,430
76,801
27.4%
Growth
Reported
111.2%
34.4%
Constant
Currency
112.8%
36.0%
Performance in 2023
Uniphar Pharma delivered a solid performance
in 2023 with gross profit growth of 34.4% and
organic growth of 1.2% being reflective of a year of
refocusing and investing in the division’s capabilities
to address evolving market opportunities. Growth
was driven by On Demand, with the 2022 acquisitions
of BModesto Group and Orspec Pharma providing
growth platforms into the continental European and
Asia Pacific markets. The gross profit margin of the
division has reduced to 17.4% in the year attributable
to the differing margin profile of the newly acquired
BModesto Group. The Uniphar Pharma global sourcing
and service platform is well positioned to take
advantage of market opportunities.
Outlook
Uniphar Pharma has strengthened its service offering
considerably in recent years through acquisition
and the development of new capabilities. Uniphar
Pharma’s target for organic gross profit growth is to
deliver double digit growth over the medium-term.
Our flexible and progressive approach to providing
solutions, combined with our enhanced scale and
reach, will allow us to take a leadership position in
this market in the medium-term.
On Demand
Our On Demand teams performed strongly in 2023.
The acquisitions of BModesto Group and Orspec
Pharma in late 2022 significantly expanded the
business’ reach. Well established in Ireland and the
UK, our On Demand business now has a sizeable
presence in Europe, along with a growing footprint
in the important US and Asia-Pacific markets. With
this strong and growing platform with worldwide
reach, we are focused on providing medicines that are
unlicenced, difficult to source or in short supply to
healthcare professionals on a global basis.
Pharma Services
During 2023 we attracted a number of new major
pharma clients as well as biotechs, particularly in our
Expanded Access business, where our unparalleled
experience in areas like cell and gene therapy is
differentiating us in the market. 2023 created a strong
platform for growth in 2024 and beyond.
Our service platform supports pharma and biotech
through high value-add services across the lifecycle
of a product globally, with particular strength
in Europe and the US. Our capabilities include
Outsourced Product Development, Regulatory Affairs,
Clinical Trial Supply, Medical Affairs, Insights driven
Sales & Marketing, Quality and Supply Chain. We
continue to build our capabilities in this division both
in Europe and the US. The business was reorganised
and rebranded during 2023 and we look forward to
seeing the benefit of these efforts in 2024.
Future of Pharma
There are a number of important changes in the
pharmaceutical industry that present challenges for
both manufacturers and healthcare professionals
and their patients. New complex treatments, reduced
production capacity, growing regulatory burden and
a focus on larger markets have changed the balance
and the flow of the healthcare sector. As a result,
pharma/biotech companies are seeking partners with
the global expertise and reach to help them to supply
and commercialise their specialist products in smaller
markets, and healthcare professionals everywhere are
looking for support to deal with ongoing shortages in
the medicines they need to treat their patients. We
have built the capabilities to meet these differing
needs, right across the product lifecycle.
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UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Business Review
36
People & Culture
Developing our Talent Capabilities
Unleashing the power of our people’s capabilities
is the cornerstone of our future success.
Talent Through Development
This year, our organisation
continued to invest significantly
in learning and development,
recognising the pivotal role it
plays in both individual and
organisational growth. Through
tailored training programmes,
skill-building workshops, and
regulatory compliance trainings,
we empowered our team
members to adapt to evolving
industry landscapes and embrace
innovation.
Development opportunities
have been cultivated with both
internal and external subject
matter experts offering bespoke
and thought-leadership content
for our people. From targeted
skill-building workshops to
personalised learning paths, we
are committed to cultivating a
culture of ongoing learning. This
investment not only empowers our
people to stay ahead of industry
trends but also enhances their
ability to contribute meaningfully
to the company’s growth.
During 2023 we were proud to
launch several new development
programmes across all our
divisions. We launched the
‘Lead to Succeed’ Programme
which supports experienced
leaders in their optimisation of
their leadership competencies.
Supporting early career new
managers has also been a key
focus for Uniphar and our new
Manager Essential Programme was
also launched in 2023. Meeting
and surpassing our customers’
expectations remains a core
value for our divisions with the
development of customer service
training, conflict management
and negotiation skills training
programmes supporting this
core value.
By fostering a culture of adaptability,
continuous learning, and
collaboration, we pave the way for
innovation and resilience, ensuring
we thrive in the ever-evolving
landscape ahead. In our annual
report, we celebrate the diverse and
talented individuals who contribute
their passion and expertise to our
patient-centric vision and mission.
Their dedication is the driving force
behind our collective success,
shaping a vibrant and collaborative
community that propels us forward.
Embedding Equity, Diversity,
and Inclusion
Uniphar continued its focus
on ED&I during 2023 where we
established our ED&I Committee
consisting of senior leaders from
across the divisions helping us to
further share our overall ambition
and support our continued
progress. We developed training
programmes and materials to
support increased awareness
among our staff of unconscious
bias and gender neutrality in
all aspects of our operations
and we continued our work
in building talent frameworks
promoting diversity across key
roles. Our Uniphar Pharma Division
was accredited as a Disability
Committed Employer in the UK.
During 2023 we have been
delighted to welcome new
colleagues to our organisation
across all divisions who bring
external expertise to Uniphar.
To support their integration,
we developed a new corporate
Uniphar Talent Development
brand and welcome programme
imparting key information and
creating lasting connections for
future collaboration.
Our dedication to learning and
development underscores our
belief that an educated and agile
workforce is not only an asset
to our organisation but also
crucial for driving innovation and
maintaining a competitive edge in
our diverse markets.
Crafting the Next Generation
At Uniphar, we have always
recognised the importance of
continuous learning and growth.
Our industry is dynamic and ever
evolving, and it is crucial that we
surround ourselves with talented
graduates with the energy,
knowledge, and enthusiasm to
shape and drive our company
forward. In 2023 we launched
a new Graduate Development
Programme tailored specifically
to meet our growing need for
world-class young talent. Our
Programme is designed to be
a launch pad for professional
growth, equipping the graduates
with the skills, knowledge and
experiences necessary to thrive.
Graduates have been recruited
from partnering universities
and more will continue to be
onboarded into our business in
2024 across all divisions and
functions.
These graduates will have
the opportunity to learn from
seasoned professionals, engage in
challenging projects and make a
tangible impact on our mission to
enhance healthcare outcomes.
Giving Back to Our Community
A major initiative which was
brilliantly supported again in 2023
was our Unity for Hope Campaign,
which raised much needed funds
for several mental health charities
focused on ending suicide and
beginning hope for families dealing
with suicide. In total €150,000 was
raised, supporting several mental
health charities around the world.
Our activity-based challenge
targeted the coverage of 20 million
steps over the course of the week
with colleagues organising walks,
runs, swims and cycles all over
the world.
Creating Psychological Safety
& Wellbeing
In the pursuit of organisational
excellence, our steadfast
commitment to employee
wellbeing remains a cornerstone of
our values at Uniphar. Throughout
2023, we prioritised creating a
holistic work environment that
fosters psychological safety,
physical, mental and financial
wellbeing. Initiatives such as
wellness programmes, flexible
work arrangements, and mental
health resources underscore our
dedication to the overall wellbeing
of our employees. By investing
in the health and happiness of
our team members, we create a
psychologically safe workspace for
all which not only enhances their
individual lives but also fortifies
the foundations of a resilient and
high-performing workforce.
As we reflect on the past year, one
of our best supported initiatives
was our Wellbeing Week where a
wellness coach and fitness expert
held information sessions and
competitions to promote well
being and work-life balance. We
recognise that a thriving workplace
is built upon the well-being of its
people, and we remain resolute in
our commitment to sustaining a
culture that prioritises the health
and happiness of every member of
the Uniphar family.
Looking Forward
During 2024 we are committed to
building on the solid foundations
we have laid in 2023 in terms of
strategic HR initiatives supporting
our talent-attraction, development,
and retention objectives as we
grow our business. Learning and
development remains a key focus
supporting our strategic objectives
along with the retention of our
top talent. We are committed to
developing an even more inclusive,
equitable and diverse workforce
who can bring their unique self
to Uniphar through continuous
awareness sessions and advocacy
of our respective alliances. We have
exciting plans ahead to support
the physical, mental and financial
wellbeing of our workforce with a
new programme of supports being
rolled out in 2024.
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STRATEGIC REPORT
Our People
38
UNIPHAR PLC ANNUAL REPORT 2023
Sustainability Report
Sustainability
driving our
performance
Glenstal Abbey Tree Planting - See case study page 53
CEO Sustainability Statement
We have continued our efforts
in 2023 to progress the Group’s
sustainability agenda, and we
are delighted with the progress
we are making across all five
sustainability pillars.
Sustainability remains a priority for the Group,
and we are actively integrating sustainability
into everything we do. In 2023, we recruited
a Group Head of Sustainability to lead and
support our organisation as it grows in a
strategic and sustainable way. Our executive
remuneration continues to be linked to the
achievement of sustainability objectives.
People & Culture
The Unity@Uniphar initiative has built
momentum over 2023 and it continues to
focus on inclusivity and uniting our workforce
for common purposes. We ran a number of
initiatives under the Unity@Uniphar umbrella
this year, including the Unity for Hope events.
We launched our first global ED&I employee
training in 2023 taking everyone on a journey
of discovery and increasing awareness and
knowledge and we will continue to build on
this foundation during 2024 and beyond.
Our Talent Development platform has been a focus
for 2023 with emphasis from hire to retire in all
aspects of our employee life cycle including talent
retention and a tailored learning strategy. A new
programme under Talent Development is focusing
on strategic talent attraction with the launch of our
new three year Graduate Development Programme.
Supporting our Community
In October, we ran our annual fundraising event,
Unity for Hope, raising €150,000 for mental health
charity partners globally with Uniphar colleagues,
family and friends completing over 20 million
steps over the period of the fundraiser, and raising
awareness within our team of the valuable work
these charities do. We continued to sponsor a
variety of sporting teams at both a local and
national level including the U21 Irish Women’s
hockey squad. These are just a few examples of the
great community work done by Uniphar colleagues
around the world. I am really proud of the huge
efforts made by so many of our team to support
those in need of assistance.
Emissions Targets and Climate Reporting
During 2023 we continued our work to embed
climate awareness and reporting in each of our
businesses and broadening our climate reporting to
include a Scope 3 analysis. This was our fourth year
of Group-wide carbon emissions reporting and we
are pleased to have maintained our CDP (Carbon
Disclosure Project) rating of ‘B’ during the year.
Having completed our decarbonisation workshops
with our senior leaders at group and divisional
level in 2022 our divisional Green Teams were
tasked with assessing historic emissions data and
preparing a decarbonisation plan for their division.
Environmental ratings
CDP B rating
maintanied
AAA
MSCI rating increased
from an ‘AA’ to ‘AAA’
Committed level
In 2023, we also published our Supplier Code
of Conduct as we understand engaging with our
suppliers is key in this process and our efforts for
responsible sourcing can only be achieved through
collective action.
Looking Forward
I would like to extend a huge thanks to our
colleagues, suppliers and partners who supported
our various sustainability initiatives this year,
particularly our Unity for Hope events. I look forward
to many more events under our Unity@Uniphar
umbrella that demonstrate the power for good we
can have when we come together.
As we look ahead to 2024, we will continue to
keep sustainability at the heart of how we run our
business. We are also actively preparing to align
our sustainability reporting with the Corporate
Sustainability Reporting Directive (CSRD) to ensure
compliance with CSRD.
Ger Rabbette
Chief Executive Officer
In 2023, the decarbonisation plans for each division
were completed so as to ensure that we meet our
internal interim target to reduce our absolute Scope
1 & 2 emissions by 5% per annum between 2019 and
2030, in line with the SBTi 1.5˚C aligned pathway
for targets which would see us achieve our climate
ambition of at least 50% reduction in our absolute
Scope 1 & 2 emissions by 2030.
In early 2023, we formally submitted our Science
Based Targets to SBTi, and we are awaiting validation
of those targets. We have also launched our supplier
engagement programme focusing on responsible
sourcing and activities to ensure that we work together
to reduce our collective impact on the environment.
Sustainability is at the core of what we do, we are
focused on ensuring that the five pillars of our
sustainability strategy are a fundamental part of our
decision-making process. We want to contribute
positively to the people around us and the planet
we live on. We are purposefully trying to build a
planet-positive culture within Uniphar. Uniphar has
joined the 100 Million Trees Project for the planting
season 2023/24. Sponsoring this project reaffirms our
commitment to a greener and healthier environment
and a more sustainable future.
Responsible Sourcing through Supplier Engagement
In 2023, we have taken our first step in supplier
engagement through our responsible sourcing
commitment. We are committed to conducting our
business in a responsible, ethical and sustainable
manner, and we recognise the importance of ethical,
environmental and social considerations in our supply
chain and procurement activities.
39
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
CEO Sustainability Statement
40
Sustainability and Governance Report
Sustainable Development Goals
Uniphar fully endorses the UN Sustainable
Development Goals (‘SDG’) and we consider
the following goals to be the ones where we
can make the most significant contribution.
Achieving these goals will entail partnering
with both private and public entities, sharing
our knowledge, skills and expertise to effect
lasting change. We acknowledge the importance
of all 17 SDGs and will work together with our
stakeholders to contribute to each of them.
To show our commitment, we have taken a
step further and have joined the United Nations
Global Compact as a network member which
aligns their ten principles to the 17 SDGs and
this further reinforces Uniphar’s commitment to
working to achieve a sustainable future.
The Ten Principles of the United Nations Global Compact
Human Rights
Labour
Environment
Anti-Corruption
1. Support and respect the protection of internationally
proclaimed human rights.
2. Not be complicit in human rights abuses.
3. Uphold the freedom of association and the effective
recognition of the right to collective bargaining.
4. Support the elimination of all forms of forced
and compulsory labour.
5. Support the effective abolition of child labour.
6. Support the elimination of discrimination in
respect of employment and occupation.
7. Support a precautionary approach to
environmental challenges.
8. Undertake initiatives to promote greater
environmental responsibility.
9. Encourage the development and diffusion
of environmentally friendly technologies.
10. Work against corruption in all its forms,
including extortion and bribery.
Supporting the
UN Sustainable
Development Goals
Sustainability Governance and Oversight
In early 2023, the Board resolved to expand the remit of the Nominations & Governance
Committee to include sustainability oversight and the Committee was renamed the
Nominations, Governance and Sustainability Committee. The Committee is supported in its
work by the Sustainability Council, which has been in place across the business since 2020.
In 2024, the Group will be appointing a number of working groups, namely E, S and G working
groups across the business to drive the sustainability and environmental agenda and initiatives
locally in each division. These working groups together with the newly recruited Head of
Sustainability will work together on Uniphar’s sustainability journey in achieving Corporate
Sustainability Reporting Directive compliance and the Group’s overall sustainability mission.
Board
Oversight
Nominations,
Governance &
Sustainability Committee
Executive
Sustainability Council
Sustainability
Council
E Working Group
Theme: Climate,
Circularity, Water,
Pollution & Biodiversity
S Working Group
Theme: People,
Workers in value
chain, Communities &
Customers
G Working Group
Theme: Compliance,
Policies, Ethics &
Sustainable Procurement
PARTICIPANT
Working
Group
Working
Group
Working
Group
Working
Group
Working
Group
Uniphar fully endorses the
UN Sustainable Development Goals
(‘SDGs’) and we work together with
our stakeholders to contribute to
each of them.
Financial
Review
Page 27
Governance
Report
Page 76
41
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Sustainability and Governance Report
42
Sustainability and Governance Report
Pillars and Materiality
Uniphar has identified five strategic pillars that define our approach to
sustainability. We have identified the areas and metrics that are perceived
as the most material in our industry.
Sustainability
Review
Page 39
People & Culture
Page 37
WHAT THIS PILLAR MEANS TO US
RELEVANT SDGS
MATERIALITY
INITIATIVES DURING 2023
PILLAR 1
People
& Workplace
Our people are our most important
resource, and we are committed
to making Uniphar a fulfilling and
inclusive place to work.
PILLAR 2
Community
Involvement
PILLAR 3
Environment
& Sustainability
PILLAR 4
Governance,
Quality
& Compliance
PILLAR 5
Business
Solutions
& Innovation
Supporting employees to actively
participate in the local communities
where we are based is a long-
standing objective for the Group
and is achieved through serving the
community and supporting good
causes.
As the business grows and our
geographical footprint expands,
we remain committed to
managing our environmental
responsibilities effectively.
Operating in healthcare markets that
are highly regulated and demand high
quality and compliance standards
drives our quality focus and culture
of continuous improvement. Ensuring
the highest standards of governance,
quality and compliance is fundamental
to our business.
We believe a positive difference will
be achieved through collaboratively
developing innovative business
solutions across all our divisions,
resulting in a more sustainable
business and better outcomes for
our stakeholders.
» Diversity & Inclusion Practices
» Employee Health & Safety
» Employee Wellbeing
» Employee Training
» Employee Labour Practices
» Charity & Fundraising
» Active Community Support
» Customer Privacy
» Customer Welfare
» Launch of ED&I Groupwide training
» Development of Wellbeing Support eLearning
Courses
» Launch of New Leadership Development
Programme
» Enhanced Hybrid Working Supports
» Employee Assistance Programme
» Unity for Hope Annual Fundraiser
» Local Charity Initiatives
» Data Privacy & Cyber Security
» Energy Management
» Greenhouse Gas Emissions
» Waste & Hazardous Waste Management
» Pollution Prevention
» Sustainable Transport & Logistics
» Product Quality & Patient Safety
» Business Ethics
» Systemic Risk Management
» Critical Incident Risk Management
» Legal & Regulatory Requirements
» Selling Practices & Product Labelling
» Science-based targets submitted to SBTi for
validation
» Maintained CDP Rating ‘B’
» Improved MSCI rating from ‘AA’ to ‘AAA’
» Groupwide Decarbonisation Plans
» Improved EcoVadis score
» Launch of the Supplier Engagement Programme
» Aligned to UK Corporate Governance Code
» 5-year Sustainability Roadmap
» Data Protection Structure
» Preparation for double materiality assessment
» Published Supplier Code of Conduct
» Business Model Resilience
» Innovation
» Supply Chain Management
» Investment in digital transformation
» Continued cyber security awareness
» Responsible sourcing commitment
43
UNIPHAR PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Sustainability and Governance Report
44
Sustainability and Governance Report
70
69%
65%
80
75%
75%
72%
73%
PILLAR 1
60
50
The actions that we have taken, to date, to promote ED&I, and those that we intend to roll out across the Group
are set out below:
Understand our
diversity position
Talent development
framework for diversity
across key roles
People and
Workplace
40
30
20
25%
25%
28%
27%
Relevant SDGs
31%
35%
WORKING TOWARDS EQUITY @ UNIPHAR
Female representation at Uniphar
10
0
Directors
Senior Management
All Employees
2023 Male %
2023 Female %
2022 Male %
2022 Female %
69%
All employees
28%
Senior management
25% → 37.5%
Board directors at January 2024 *
*
In line with Balance for Better Business Guidance, in January 2024, female directors at Board level increased from
25% to 37.5%
Diversity was also a key topic at Board level during
2023, as the Chair and Company Secretary embarked
on a shareholder engagement programme with
investors. In 2023, the Board approved a Board
Diversity Policy, that sets out the Board’s commitment
to diversity in succession planning, to ensure an
inclusive and diverse Board. In January 2024, female
representation on the Board increased to 37.5% which
demonstrates Uniphar’s commitment to diversity at
every level of the business.
Published on the Uniphar Group website on 30th
December each year, the gender pay gap measures the
difference between the average earnings of all women
and men across the business, irrespective of the work
they do, expressed as a percentage of men’s earnings.
In 2023, Uniphar initiated several actions which are
designed to address the gender pay gap, including a
new group-wide training programme addressing Equity,
Diversity and Inclusion illuminating the potential for
unconscious gender bias in decision-making, talent
attraction, promotion, progression, and recognition.
In 2024, we will continue to understand and work
towards addressing the gap where possible.
75%
75%
72%
73%
69%
65%
25%
25%
28%
27%
31%
35%
Directors*
Senior Management
All Employees
2023 Male %
2023 Female %
2022 Male %
2022 Female %
*In January 2024, female directors at Board level increased
from 25% to 37.5%.
Gender Pay Gap Reporting
In 2023 Uniphar continued its commitment to tracking
and reporting on the Gender Pay Gap as required
by the Gender Pay Gap Information Act 2021. As
a consequence of our continued growth Uniphar
reported on a total of five entities which qualify
under the headcount legislative requirement of 250
staff or more.
Equity, Diversity & Inclusion
At Uniphar, our aim is for our workforce to be truly
representative of all sections of society and for each
employee to feel respected and able to give their
best. The collective sum of the individual differences,
life experiences, knowledge, inventiveness,
innovation, self-expression, unique capabilities,
and talent that our employees invest in their work
represents a significant part of not only our culture
but of our reputation and the Group’s overall
success. We embrace and encourage the differences
that make our employees unique.
In 2023, we have refocused our ED&I (Equity,
Diversity and Inclusion) plans to drive our
commitment:
» We established our ED&I Committee to drive
action across the Group.
» We launched group-wide ED&I awareness
training for all staff. This course included
‘culture busters’ and general awareness of
acceptable behaviours reiterating Uniphar’s
commitment to ED&I goals.
» We sponsored the Women in Leadership forum
for International Women’s Day.
» We reviewed and updated job specifications
to ensure inclusive language.
» We appointed external consultants to develop
an ED&I Roadmap for the Group.
Uniphar is committed to an ongoing focus on
developing our global talent pool and building a
more diverse leadership team for the future. As of 31
December 2023, women accounted for 28% of senior
management and 69% of total employees.
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Learning
and talent
development
(L&D) has
been a central
tenet to our
HR strategy.
Health and Safety
The health and safety and
wellbeing of our people is
imperative to Uniphar. With large
operational facilities across
numerous locations, it is essential
that we adhere to the highest
standards of health and safety
throughout the organisation,
ensuring that best practice is
always adhered to.
Our aim is to monitor and
investigate all safety concerns,
analyse this data and use this to
continually improve in this key area
of our business including training
on Good Distribution Practices
(GDP), manual handling and
first aid.
We are committed to continuing to
improve our health and safety risk
assessment processes and incident
reporting as well as embedding
more detailed health and safety
KPIs across our businesses. This is
a key area of focus for the Group
for 2024.
Uniphar continues to develop
a suite of training programmes
designed to equip staff with
practical ways to manage pressure,
build resilience, deal with conflict
and negotiate as they navigate
their career journey. Through the
utilisation of our new Learning
Management System, a range of
self-directed eLearning modules
have been developed addressing
Mental Health Awareness, Managing
Stress, and Managing in a Remote
Work Environment.
Learning and Talent Development
Learning and talent development
(L&D) has been a central tenet
to our HR strategy. During 2023 a
new L&D function was launched
with a mandate to create a long-
term strategic talent development
framework and strategy to support
our continued growth and people
agenda. In 2023, we launched
a new training programme in
Leadership Development entitled
Lead to Success specifically
designed to develop values-based
leadership for experienced leaders
across our business which will
continue into 2024.
Wellbeing
In 2023, our focus on wellbeing
continued as we strive to build
an environment which sustains a
productive, inclusive, and healthy
work-life balance. Central to the
achievement of the balance of
work and life is our Future of Work
– Guiding Principles on Hybrid
Working which are applicable to
qualifying staff considering the
nature of their work. We have
invested in additional software
allowing for more inter-connectivity
for remote workers with additional
security measures to protect data
integrity. Our redesigned Head
Office space continues as our hub
for collaboration and in-person
engagement with colleagues
supported by an onsite cafeteria
offering healthy meal choices.
Our Employee Assistance
Programme continues to
provide critical support to our
staff and their families, who
require professional confidential
assistance during times of need.
We have structured our Wellbeing
Programme in alignment with
Physical, Mental and Financial
Wellbeing and during 2023,
open information sessions and
communications have been run
for staff to familiarise themselves
with the comprehensive range of
services provided.
Aligned with this programme
we have developed a new
‘Management Essentials’ training
programme for recently appointed
or promoted frontline managers.
This programme imparts salient
fundamentals of people and
performance management
culminating in an enhanced people
management skillset. Uniphar
has incorporated its management
and leadership courses along
with coaching and mentoring and
financial management into an
umbrella ‘Leaders’ programme in
2023. This 12-month development
journey supports existing and new
senior managers as they transition
into new positions and with
enhanced responsibilities.
Talent Development
Uniphar continued its focus
on talent in 2023 seeing our
organisation grow to new levels
and the onboarding of a new
Group Talent team focused
on developing a truly world-
class employee experience.
From hire to retire all aspects
of the employee life cycle are
examined and enhanced to
drive engagement and retention
in a highly competitive talent
environment.
Strategic talent attraction and
acquisition is a vital foundational
support for our future growth.
In 2023 Uniphar launched a new
three year Graduate Development
Programme welcoming finance
graduates to our Medtech
Division. This programme is
designed to support graduates
to develop both personally
and professionally as they
progress through their graduate
programme. Uniphar was present
at various University Graduate
Fairs securing applications for our
next intake in 2024.
Another key focus was the
harnessing of our internal talent
pools through new communication
channels and enhanced metrics
for management. Internal talent
progression and promotion are
vital to a sustainable employee
life cycle and during 2023 we
launched our Talent Newsletter
showcasing the career prospects
for Uniphar staff and highlighting
the career paths available to staff.
Labour Practices
The Group is committed to
complying with the highest labour
standards across all jurisdictions
in which we operate. Attracting
and retaining the right people
are vital for the success of our
business. Equality underpins our
recruitment activity, ensuring
that recruitment and selection
activities promote fairness. The
Group’s ED&I Policy outlines our
approach to equity, diversity
and inclusion and reasserts our
commitment to equality for
all employees and prospective
employees. The Group’s Dignity at
Work Policy recognises the right
for all employees to be treated
with dignity and respect and the
Group is committed to providing
all employees with a safe working
environment, which has a zero
tolerance to bullying, harassment
and sexual harassment. The
Group has a Modern Slavery Policy
in place. This is available on the
Group website: www.uniphar.ie.
The Group also recognises the
trade unions of which some of
our employees are members and
engages with them as necessary.
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PILLAR 2
Community
Involvement
Uniphar’s Charity Partners
The Unity@Uniphar initiative is an umbrella for
inclusivity, community and charitable activities that
Uniphar colleagues get involved in across all divisions
and geographies.
Our major initiative in 2023 was Unity for Hope which
is now in its fourth year of raising money for cancer
and mental health charities around the world. This is
an activity-based challenge that encourages teams
to raise their step counts. In 2023, we achieved our
20 million step challenge and we collectively raised
€150,000 for mental health charities in Ireland, USA
and UK all benefitting from our fundraiser.
Active Community Support
The core business of each of our divisions is
rooted in serving and supporting local and global
communities. Our Supply Chain & Retail teams ensure
timely, secure delivery of essential medicines to
Irish pharmacies and hospitals as well as providing
expertise and support to pharmacies across Ireland,
relieving some of the administrative burden on
pharmacists and enabling them to focus their efforts
on serving their patients. Our Medtech division is also
focused on providing outsourced sales, marketing
and distribution solutions to medical device
manufacturers, ensuring access to leading healthcare
technologies and medicines in the geographies we
serve. Our Pharma division, through its On Demand
and Pharma Services business units, ensures access
to unlicensed and hard to source products and its Aid
and Development team also works with global charity
partners to ensure medicines and medical supplies
can be provided to those most in need.
Uniphar also supports a variety of local community
initiatives across each of our businesses and locations
that we operate in.
Relevant SDGs
Community Sponsorship
During 2023, the Group sponsored a variety of local
and national events including several Irish women’s
hockey teams and local basketball and football teams.
Customer Privacy and Data Privacy
We are committed to protecting the personal data that
we process as part of our service provision. We ensure
that customers can trust us to keep their personal
data safe and that they have a clear understanding of
how and why the data is used. Uniphar has a robust
Data Privacy framework in place, to ensure that we are
operating consistently across the organisation and in
accordance with applicable laws. Uniphar is subject to
the GDPR standards which apply across the European
Union region.
The Group applies the following data protection
principles:
» Governance – We have designated Data Protection
Officers within each division. Their role is to
monitor, advise and inform senior management
regularly regarding compliance.
» Transparency – We are open and honest about how
and what data we process. We only use personal
information for specified fair and lawful purposes.
» Data Minimisation – We only collect necessary and
relevant personal information.
» Accountability – We continually monitor and assess
regulatory compliance. We provide training to all
personnel.
» Retention – We do not retain personal information
for longer than is necessary.
» Accuracy – We keep personal information accurate,
complete, and up-to-date.
» Access Rights – We respect individuals’ rights and
choices.
» Security – We use appropriate security safeguards
to protect personal data.
» International Transfer – We ensure protection for
international transfers of personal information.
» Privacy by Design – We implement appropriate
measures to ensure the principles of privacy
by design and default are embedded into our
processes and systems.
» Risk Assessments – We evaluate new business
processes to ensure that they do not present any
risk to data subjects.
The Group has a Privacy Policy which is available on
the Group’s website: www.uniphar.ie/static/privacy-
statement and a Data Protection Policy, which is
available to the workforce.
Customer Welfare
The needs of our customers, the pharmacies,
hospitals, manufacturers and patients we serve are
always paramount. Our can-do attitude, coupled with
our commitment to the highest standards of product
quality and patient safety ensured this important
topic remained a priority throughout the year. Further
details of our commitment to quality and ensuring
patient safety are set out in our Governance, Quality
and Compliance Reports.
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PILLAR 3
Environment
and Sustainability
Relevant SDGs
Uniphar Group Emissions by Emission Source
Uniphar Group Emissions by Emission Source
Emissions (tCO2e)
2019
2020
2021
2022
2023
Scope 1
4,190.79 2,814.74 2,637.60
2,854.42 2,980.45
Scope 2
(Location
Rate)
3,360.37 3,039.09 2,935.26 3,018.84* 2,923.33
Total:
7,551,16 5,853.83 5,572.86
5,873.26 5,903.78
e
2
O
C
t
4000
3500
3000
2500
2000
1500
1000
500
0
*2022 Scope 2 reporting figure has been amended
Scope 3
Scope 3
Natural Gas
Oils
Vehicles
Leaked
Refridgerants
Electricity
(Location
Rate)
2019
2020
2021
2022
2023
Sustainability Journey
Uniphar has made significant process in recent
years in the area of sustainability and has taken a
further step in creating a Sustainability Roadmap.
The Sustainability Roadmap details Uniphar’s
plan to comply with the Corporate Sustainability
Reporting Directive (CSRD) and relevant legislations,
our awareness and communications plan and the
overall strategy for implementing sustainability at
the core of Uniphar. In 2023 we published our Group
Environmental Policy (available on the Group website:
www.uniphar.ie) and became network members of the
United Nations Global Compact. In 2023, we set firm
sustainability foundations which we will continue to
build upon in 2024 and beyond.
Energy Management
We recognise that our actions can have a lasting
impact and we believe in protecting our environment
for the benefit of future generations. As members
of the United Nations Global Compact, we are
committed to achieving our Sustainable Development
Goals (SDGs) of Responsible Consumption and
Climate Action.
We are now in our fourth year of Group-wide carbon
reporting and the data gathered over this period has
given the Group an understanding of the energy usage
of the Group as a whole.
Greenhouse Gas Emissions
In 2023, we completed the Group’s third Group-wide
carbon footprinting exercise to assess our Scope
1 & 2 carbon emissions (based on 2022 data) and
we also completed our second assessment of our
Scope 3 emissions. The outcome of that assessment
was reported through CDP, and we were pleased to
maintain our CDP score of ‘B’ in light of the increasing
requirements.
In early 2024, we completed our carbon footprinting
exercise in respect of our Scope 1 & 2 emissions
during 2023. The results of this exercise are set
out below (excluding entities acquired during
2023). In 2023, we saw a slight increase in Scope
1 & 2 emissions of 0.5% on an absolute basis. This
represents a 21.8% overall reduction in absolute Scope
1 & 2 carbon emissions since our baseline reporting
year of 2019. The Group calculates its total portfolio
carbon intensity by the volume of carbon emissions
against our total revenue: the carbon intensity
measurement decreased by 21% during the year.
Scope 3
In 2023, we completed our second Scope 3 emissions
screening with the support of external environmental
consultants. This process identified the immense
significance of purchased goods and services as a
contributor to the Group’s overall carbon footprint.
Our purchased goods and services category analysis
was based on spend data which was inputted to the
EEIO spend-based tool.
As can be seen from the diagram below, purchased
goods and services represent 91.6% of the Group’s
overall carbon emissions. As such, measures and
initiatives to reduce emissions from the goods and
services that we purchase are necessary to reduce the
environmental impact of our business. Given the relative
significance of Scope 3 in our overall emissions, in 2023
we published our Supplier Code of Conduct which sets
out the standards expected of our suppliers to assist
with our decarbonization programme.
According to the analysis carried out, a large proportion
of the reduction in Group emissions, to date, has
arisen as a result of a reduction in company car usage
across the Group. We believe the rationale for this is
that in recent years and post-Covid-19, our Pharma
Division has shifted to an omni-channel engagement
model which facilitates the teams to engage with
healthcare professionals through media other than
in-person office visits. We believe that the transition
to the omni-channel model and modifications in the
preferences of healthcare professionals will mean that
emissions from company cars will remain significantly
lower than pre-Covid levels. It is also noted with
the increasing accessibility of electric vehicles, we
anticipate this reduction to continue.
Uniphar will continue to ensure that our activities are
aligned to energy reduction efforts through existing
and new builds as well as the implementation of
energy efficiency initiatives.
Group
Intensity
Measure
tCO2e/Million
€ Revenue
2019
2020
2021
2022
2023
4.35
3.23
2.88
2.92
2.31
Scope 1 0.34%
Scope 2 0.34%
Location-based
Scope 3
99.32%
Scope 3
Purchased Goods & Services
Fuel & energy related activities
Upstream transportation & distribution
Waste
Business Travel
Employee Commuting
End of life treatment of sold products
Franchises
Scope 3 Total
Total GHG Emissions (tCO2e)
91.6%
0.1%
6.8%
0.1%
0.3%
0.1%
0.2%
0.1%
99.3%
100.0%
Targets
The Group formally committed through the Science
Based Target Initiative (SBTi) to setting a science-
based target in 2023 and, in early 2023, we submitted
our targets for validation to the SBTi. We have
progressed onto the final stage of validation and our
pending validated SBTi targets are set as internal
targets to reduce our absolute Scope 1 & 2 emissions
by 5% per annum between 2019 and 2030, in line with
the SBTi 1.5˚C aligned pathway for targets which would
see us achieve our climate ambition of at least 50%
reduction in our absolute Scope 1 & 2 emissions by
2030. As of 31 December 2023, the Group has reduced
absolute Scope 1 & 2 emissions by 21.8% from our
baseline reporting year of 2019.
As part of our commitment to SBTi, we have also
submitted a target that 71% of our suppliers covering
purchased goods and services will have science-based
targets for emissions by 2027. In order to achieve
this, we have started an active supplier engagement
programme to work with our suppliers and partners
in tackling the challenges of reducing emissions and
identifying ways in which we can work together with
them to reduce our collective emissions.
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52
100
80
60
40
20
0
-20
-40
Sustainability and Governance Report
Decarbonisation
Our ‘Green Teams’ functioning as part of the Environmental Working Group represent each division and assist
with the technical information and implementation of environmental programmes. Uniphar Group supported
externally facilitated training on the topic of decarbonisation, whereby each division member was tasked with
assessing the emissions for their respective divisions and developing a decarbonisation plan outlining how that
division could achieve our climate ambition of at least 50% reduction in our absolute Scope 1 & 2 emissions
by 2030. A consolidated output from that exercise is presented below and the Group is completing its
decarbonisation plans which involves the timelines for implementation of these decarbonisation initiatives.
100%
80%
60%
40%
20%
0%
100%
Increase
Decrease
Total
-22%
-7%
6%
39%
-37%
-1%
Baseline
Emissions
Reduction
to Date
Energy
Efficiency
Renewable
Energy
Behavioural
Change
Facilities
Change
Group
Emissions
CASE
STUDY A Growing and Green Investment
Tree Planting Case Study
Sustainability is at the core of what we do and
is deeply embedded in our business strategy.
We are focused on ensuring that the five pillars
of our sustainability strategy are a fundamental
part of our decision-making process. We want to
contribute positively to the people around us and
the planet we live on. We are purposefully trying
to build a planet-positive culture within Uniphar.
Sponsoring the 100 Million Trees Project for the
2023/24 planting season reaffirms our commitment
to a greener and healthier environment and a more
sustainable future.
We sponsored and volunteered by planting trees at
Glenstal Abbey as these mini forests have wonderful
effects on plant and animal biodiversity in a
community, on air quality and often on local morale
– they put something beautiful and sustainable in a
place that was potentially previously a scrubland or
wasteland. Uniphar’s sponsorship of the 100 Million
Trees Project speaks directly to our planet-positive
culture and our belief that any investment that
helps the earth to heal itself is an investment in all
our futures.
TCFD and EU Taxonomy
In 2023, there was continued discussion around
environmental matters and emissions by the
Board. The Board received regular reports from
the Sustainability Council and considered specific
climate-related risks and opportunities as part of
its bi-annual Risk Register Review. Further details
in relation to the Group’s actions, in alignment with
Taskforce on Climate-Related Financial Disclosures
(TCFD) are set out in the following table.
In addition, the Group carried out its first assessment
of the extent to which the Group’s activities are
aligned to The EU Taxonomy Regulations and the
results of this assessment are set out in the Director’s
Report on page 110 of this report.
Taskforce on Climate-Related Financial Disclosures (TCFD)
Recommendation
Response
Governance
Describe the Board’s
oversight of climate-related
risks and opportunities
The Board is liable for overall
Group climate-related risks and
opportunities oversight. The Risk
Register of the Group is submitted
to the Board twice a year and as
part of this process, the Board
now considers a specific sub-
set of climate-related risks and
opportunities. In addition, the
Nominations, Governance and
Sustainability Committee oversees
the Group’s sustainability strategy
and monitors the progress being
made in reaching the Group’s
sustainability KPIs.
Page
Environment &
Sustainability
Section Page 39
Strategy
Describe management’s role
in assessing and managing
climate-related risks and
opportunities
Describe the climate-related
risks and opportunities the
organisation has identified
over the short, medium and
long-term
Describe the impact of
climate-related risks
and opportunities on the
organisation’s businesses,
strategy and financial
planning
Describe the resilience of
the organisation’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C or
lower scenario
Climate-related risks are measured
and managed as part of the Group’s
overall risk management process.
Risk
Management
Section Page 63
Climate Change Risk is a risk
identified and included on the
Group’s Risk Register. As part of the
Board’s Risk Review the Board also
considered specific climate risks and
opportunities and these are set out in
further detail below.
Risk
Management
Section Page 63
Environment &
Sustainability
Section Page 39
See the disclosures below in respect
of specific climate-related risks and
opportunities identified by the Group.
Environment &
Sustainability
Section Page 39
Environment &
Sustainability
Section Page 39
Uniphar conducted a qualitative
transitional scenario analysis, using
the IEA NZE 2050 (1.5°C) scenario
and a qualitative physical scenario
analysis, using the RCP 8.5 (>3°C)
scenario. This analysis supported
Uniphar in detecting material risks
and opportunities for future climate
scenarios. See further details below
in relation to the completed scenario
analysis.
Table continued on following page →
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Taskforce on Climate-Related Financial Disclosures (TCFD) continued
Climate-Related Risks and Opportunities
Recommendation
Response
Climate-related risk management
is included in Uniphar’s overall
risk management structures and
considered by the Board as part of
the Risk Management process.
Page
Risk
Management
Section Page 63
Risk
Management
Describe the organisation’s
processes for identifying and
assessing climate-related
risks
Metrics and
Targets
Describe the organisation’s
processes for managing
climate-related risks
Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organisation’s overall risk
management
Disclose the metrics used
by the organisation to
assess climate-related risks
and opportunities, in line
with its strategy and risk
management process
Disclose Scope 1, Scope 2,
and, if appropriate, Scope
3 greenhouse gas (GHG)
emissions and the related
risks
Describe the targets used
by the organisation to
manage climate-related
risks and opportunities and
performance against targets
In addition to greenhouse gas
emissions data, Uniphar discloses
waste metrics for annual CDP
reporting.
Environment &
Sustainability
Section Page 39
Uniphar has disclosed Scope 1 & 2
emissions since 2020. Uniphar has
conducted a full screening of Scope 3
emissions.
Environment &
Sustainability
Section Page 39
Uniphar have submitted targets in
respect of Scope 1, 2 and 3 emissions
to the Science Based Targets
Initiative (SBTi) for validation. Pending
validation of those targets, Uniphar
have set internal Scope 1 and 2
emissions targets.
Environment &
Sustainability
Section Page 39
Driver
Description
Risk
Emerging
Regulation
An increase in carbon
tax has the potential to
significantly increase
operating costs for the
business
Potential
Impact
Medium
Acute
Physical
Disruption of activities
due to increased flooding
Medium
Reputation
Opportunity
Markets
Resource
efficiency
Markets
Medium
Medium
A failure to implement
appropriate data
collection strategies
in relation to carbon
emissions and develop
and implement
decarbonisation plans
could impact negatively
in tender processes,
resulting in the loss of
business and potentially
the loss of existing
customers
Uniphar is well positioned
to develop new services
and solutions to ensure
that both our business
and that of our partners
meet our climate-
related requirements and
ambitions
Potential to increase
energy efficiency and to
reduce costs through
reduced consumption
Low
Medium
The ability to demonstrate
meaningful progress on
climate-related issues
increases access to
capital from institutional
investors and fund
managers
Response to Risk /
Opportunity
Currently conducting a
supplier engagement
programme for third
party logistic providers.
Reviewing renewable
energy options as part of
decarbonisation planning
The operation of regional
depots mitigates the
risk of full operational
stoppage due to an
individual weather event
Each division has a
decarbonisation plan
in place in respect of
its business and the
Group has started to
implement and roll-out
the supplier engagement
programme, which is to
work with our suppliers
and partners in tackling
the challenges of
reducing emissions
Entrenching climate-
related risks and
opportunities into
the core business
strategy and continual
implementation of the
supplier engagement
programme throughout
the entire business
Upgrading external
lighting at our main
facility to energy
efficient LED lighting and
reviewing potential solar
panel installation
Developing defined
environmental objectives,
including carbon
reduction targets with a
clear pathway to monitor
performance against
those targets
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Sustainability and Governance Report
In 2023, we launched our responsible
sourcing programme to ensure that the
Group is working closely with its suppliers
and partners to reduce our collective
impact on the environment.
Climate Scenario Analysis
The Group conducted a transitional scenario analysis,
using the IEA NZE 2050 scenario, a scenario to bring
global energy-related carbon dioxide emissions to
net zero by 2050 and give the world an even chance
of limiting the global temperature rise to 1.5°C. This
was a qualitative analysis where we evaluated the
policy milestones from 2025–2050 using this scenario
to identify if any material risks or opportunities
would arise. We recognised technology risks around
transitioning to electric vehicles and retrofitting
existing buildings to zero‐carbon‐ready levels.
Electricity grid decarbonisation was recognized as a
potential opportunity for Uniphar.
The Group also conducted a physical scenario
analysis, using the RCP 8.5 scenario. RCP 8.5 refers
to the concentration of carbon that delivers global
warming at an average of 8.5 watts per square metre
across the planet. The RCP 8.5 pathway delivers a
temperature increase of about 4.3˚C by 2100, relative
to pre-industrial temperatures. This was a qualitative
analysis, where we assessed the high-level impacts
in this scenario, to identify if any material risks or
opportunities would arise. In this scenario, there is
a potential risk for disruption to activities, due to
increased severe weather events and damage to
transport infrastructure. Rising sea levels pose a
risk to Group operations in the Netherlands, which
is at or below sea level. Water scarcity and loss of
biodiversity are potential risks for the Group in this
scenario as they could affect the production and
supply of medicines.
Waste and Hazardous Waste Management
Throughout all our facilities we are continuously
investigating ways to reduce, reuse, recycle and
recover. We have been a member of Repak since 1999
and we make substantial efforts across the business
to reduce plastic waste. As part of our overall Scope
3 emissions assessment and CDP reporting, the
Group collated data from our locations across the
business in relation to waste. In 2023, 88% of the
Group’s waste (approximately 874 tonnes of waste)
was diverted from landfill.
Relevant parts of our business are compliant with
the Waste Electrical and Electronic Equipment
Directive (WEEE).
Pollution Prevention
The Group acknowledges the significance of
protecting the environment around us and ensuring
that our operations do not emit pollution into our
surrounding environment. During 2023, there were no
reportable instances of pollution across the Group.
Sustainable Transport
We are conscious that a significant portion of our carbon
footprint arises through outsourced activities such
as logistics and through our supply chain and we are
committed to working with our supply chain partners
in this area. In 2023, we launched our programme
for supplier engagement and responsible sourcing,
to ensure that the Group is working closely with its
suppliers and partners to reduce our collective impact
on the environment. The Group also launched our new
Supplier Code of Conduct and Responsible Sourcing
Commitment Statement in 2023, demonstrating our
commitment to embedding sustainability across Uniphar
and the broader supply chain.
CASE
STUDY
Green Fleet
Greening the way to a sustainable future
Uniphar in partnership with a leading
pharmaceutical supplier trialled a
green fleet solution to assist with
carbon emissions reduction in our
fleet management. This initiative was
successfully launched in September 2023
with Uniphar’s first fully electric Transit
van. This E-van emits zero emissions while
travelling through its West Dublin route.
This is a collaborative initiative which
highlights what collective action
can deliver through sustainability.
Responsible Sourcing Commitment Statement
At Uniphar, we are committed to conducting our
business in a responsible, ethical and sustainable
manner. We recognise the importance of ethical,
environmental, and social considerations in our supply
chain and procurement activities.
We are committed to:
» Ethical Sourcing. We commit to conducting
business with honesty, integrity, and transparency.
» Respect for Human Rights. We are dedicated to
upholding human rights and promoting fair labour
practices throughout our supply chain.
» Environmental Sustainability. We recognise our
responsibility to minimize the environmental impact
of our sourcing activities.
» Supplier Engagement. We expect our suppliers to
share our commitment to responsible sourcing
and work with us to meet these standards. We
encourage open communication and collaboration
to ensure alignment with our values and principles.
» Regular Review. We commit that our sourcing
practices will consistently meet the highest ethical,
social, and environmental standards. We are
dedicated to regular reviews of our policies and
procedures. Through these regular reviews, we aim
to stay at the forefront of responsible sourcing,
maintaining transparency, and accountability in all
aspects of our supply chain.
» Resourcing for success. We understand that
responsible sourcing is not just a statement of
intent but a tangible commitment that requires
adequate support. We commit to investing in
the training, technology, and expertise needed to
monitor and improve our supply chain practices
continually.
At Uniphar, responsible sourcing is not just a
statement; it is an integral part of our corporate
culture. We believe that by adhering to these
principles and working closely with our suppliers
and stakeholders, we can create a positive impact,
protect human rights, preserve the environment, and
contribute to a sustainable and responsible global
supply chain.
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UNIPHAR PLC ANNUAL REPORT 2023
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58
Sustainability and Governance Report
PILLAR 4
Governance, Quality
and Compliance
Relevant SDGs
Uniphar has a robust digital quality management
system (QMS) in place, underpinned by the core GxP
regulatory requirements, which ensures alignment
and ongoing certification with ISO 9001 2015. The
Group complies with the relevant regulations in place
in the jurisdictions that it operates in including Good
Distribution Practice (GDP) and Good Manufacturing
Practice (GMP) and other pharmaceutical Good
Practice requirements (GxP) together with Medical
Device Regulation (MDR) for medical devices. Uniphar
employs regulatory subject matter experts locally to
ensure that each of its entities is compliant both with
local regulations and Uniphar standards.
Business Ethics
Uniphar is committed to promoting a corporate culture
that is based on sound ethical values and behaviours.
The Group’s Code of Conduct is an overview of our
responsibilities to each other and to the many different
constituencies we serve – to our clients, customers,
principals and to the communities where we live
and work. It defines business conduct standards
for everyone who works for us, in all business areas,
in every function, geography and role. In 2023,
Uniphar launched its Supplier Code of Conduct and
Responsible Sourcing programme which outlines our
expectations of our suppliers and their responsibilities
to us. The Group also has a Whistleblower Policy in
place, establishing a structure where behaviours which
depart from this ethical culture can be reported whilst
protecting the rights of the whistleblower. This policy
includes an external reporting line.
Adopting the highest standards of Governance, Quality
and Compliance is essential to the success of our
business. The Board approved the adoption of the UK
Code as the corporate governance code of the Group
in 2022 and we continue to adhere to the UK Code in
2023. See details of our compliance on page 76. The
governance of our business is dealt with in extensive
detail in the Corporate Governance section of this
report on page 76.
Product Quality and Patient Safety
The healthcare industry is a highly regulated industry,
and this regulation is essential to protect the
health and safety of people who use the products
and services we supply. The Group is committed
to ensuring that the products we supply reach the
patient in perfect condition and that we provide all
services in an ethical and compliant manner. Through
extensive training the Group places a focus on a
quality culture and a strong understanding of quality
risk management. This allows us to meet or exceed
the requirements and expectations of our customers
and partners. In 2023, we continued to reinforce our
expectations of our suppliers through our recently
published Groupwide Supplier Code of Conduct.
Through extensive training
the Group places a focus
on a quality culture and a
strong understanding of
quality risk management.
This allows us to meet or
exceed the requirements
and expectations of our
customers and partners.
Anti-Bribery and Corruption
The Group has an Anti-Bribery and Corruption Policy
in place and adopts a zero-tolerance approach to all
forms of bribery and corruption. These standards are
communicated to and expected of all employees.
Human Rights
The Group is opposed to any form of slavery and
human trafficking and conducts its business in line
with the UK Modern Slavery Act 2015 and has a
Modern Slavery Policy in place which is available on
the Group’s website: www.uniphar.ie.
Conflict of Interest
The Group is conscious that, at times, the interests of
our employees may conflict with those of the Group
or our customers. The Group has a Conflict of Interest
policy in place which seeks to manage or avoid
ethical, legal, financial or other conflicts of interest
and to ensure that the activities and interests of our
employees do not conflict with their obligations to the
Group or its welfare.
Risk Management
Systemic Risk Management
The Group has a robust risk management process
in place, which provides the structure for managing
the principal risks of the business. Details of this risk
management process are detailed on pages 63 to
70. In addition, the quality and regulatory personnel
across the Group perform regular risk assessments
and have robust validation processes in place.
Critical Incident Risk Management
Critical incident management requires a co-ordinated
response from multiple teams to ensure that
any critical incidents (regardless of severity) are
appropriately managed. Our internal reporting lines
and focus on open communication across divisions
and functions ensures that any critical incident
identified is managed appropriately.
Legal and Regulatory Requirements
The Group values the importance of regulatory
expertise in navigating the ever-changing regulatory
environment in which we operate. The Group’s General
Counsel heads the legal and compliance function
across the Group with external legal and regulatory
support sought, where necessary. Our extensive and
knowledgeable quality teams specialise in healthcare
regulation and the requirements of GDP and other
regulatory codes relevant to our business. Appropriate
training of our teams on the applicable regulations
in the areas in which they work is essential to
maintaining the Group’s reputation for quality and
regulatory excellence.
Selling Practices and Product Labelling
As a healthcare business involved in the sale,
marketing and distribution of pharmaceutical products
and medical devices, the Group is subject to wide-
ranging regulation on Selling Practices and Product
Labelling Regulations, together with industry codes
of practice. These set down strict requirements
within which the Group must operate and the
Group’s quality policies, manuals, extensive standard
operating procedures (SOPs), and employee training
programmes are designed to ensure the Group meets
its obligations and ensures compliance to the fullest
extent. The Group’s internal procedures are the core
of the Group’s Quality Management System, and it is
through these robust procedures and ongoing training
and development that the Group continues to meet
the regulatory standards across all our activities.
The Group is also required to comply with standards
relating to the provision of information to healthcare
professionals (HCP), patients and the public.
The Group is committed to enabling doctors and
healthcare professionals to offer their patients the
best possible therapeutic care by providing them
with complete, accurate and up-to-date information
in accordance with the applicable legislation on the
promotion of medicinal products.
59
UNIPHAR PLC ANNUAL REPORT 2023
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60
Sustainability and Governance Report
PILLAR 5
Business Solutions
and Innovation
Relevant SDGs
Business Solutions and Innovation
Business Solutions and Innovation is a critical
element under our Sustainability Pillars and we
believe a positive difference will be achieved through
collaboratively developing innovative business solutions
across all our divisions, resulting in a more sustainable
business and better outcomes for our stakeholders.
Business solutions and innovation is something we are
enthusiastic about. It underpins our ‘can-do’ culture
and entrepreneurial spirit and is central to our organic
growth. It is also a key factor in identifying appropriate
M&A targets.
Business Resilience
Business resilience remained a key focus during
2023, as businesses globally were impacted by
macroeconomic and geopolitical challenges across
all markets. In 2023, we continued the development
of our new state-of-the-art distribution centre in
Ireland. The team on this project has shown enormous
commitment and skill in managing what is a very
complex and demanding project. The resilience and
dedication of our teams coupled with clear strategic
objectives and agility to adapt traditional business
models mean Uniphar is well positioned to continue to
deliver for all of our stakeholders.
The Group continues to implement its digital
transformation strategy, which includes back-office
systems to support our expansion and growth plans,
as well as new ways to engage our customers with
innovative digital solutions. With cybersecurity evolving
we are continuing to enhance our awareness and
improvement programme, deploying best-in-class
security controls to reduce risk and improve resilience.
The programme is enhancing the detection of cyber
threats, as well as improving our ability to respond to
attacks and recover from incidents.
Innovation
Uniphar thrives on its innovative and entrepreneurial
culture. This is evident in all regions of the business,
from implementing improvements in existing systems
to recognising new market opportunities, evaluating
acquisition targets, and enhancing our digital
capabilities.
The Group continues to implement its
digital transformation strategy, which
includes back-office systems to support
our expansion and growth plans.
Supply Chain Management
As set out above, a large proportion of our carbon
footprint derives from our purchased goods and
services. In 2023, we published our Supplier Code
of Conduct which reinforces our expectations of our
suppliers and their responsibilities to us. As part of
our commitment to setting a science-based target, we
have committed to a supplier engagement target that
71% of our suppliers by emissions covering purchased
goods and services, will have science-based targets by
2027. In order to achieve this target, we need to actively
engage with our suppliers to improve data collection in
our supply chain and to work together to not only set
targets, but to find innovative solutions to how we can
collectively reduce the impact of our supply chain on
the environment. In 2023, Uniphar launched its Supplier
Code of Conduct and Responsible Sourcing programme,
which will embed our sustainability mission into the
greater supply chain and broader business.
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62
Risk Management
Effectively managing Risk
The Group’s risk management framework is
integral to managing risk and uncertainty in
an ever-evolving environment, supporting the
Group’s strategy and ensuring a sustainable
and resilient business.
Audit, Risk and
Compliance
Committee Report
Page 87
Board of Directors
Page 73
Key Principal Risks
and Uncertainties
Page 66
Risk Register Process
Page 65
Risk Management and Internal Control
The Group’s Risk Management Policy provides
the framework to identify, assess, monitor and
manage the risks associated with the Group’s
business. It is designed to enable the Group to
meet its business objectives by appropriately
managing, rather than eliminating, these risks.
The Board has overall responsibility for risk
management, the Group’s system of internal
control, and for reviewing its effectiveness.
The Audit, Risk and Compliance Committee
has responsibility for reviewing the Group’s risk
management and internal control systems,
along with making recommendations to the
Board regarding the operation of the Group’s
Risk Management Framework.
The Group operates a Group-wide Risk
Register. This is reviewed and updated on a
regular basis and presented to the Audit, Risk
and Compliance Committee. The Committee
considers the risks identified and the
effectiveness of the mitigating actions taken,
focusing on those deemed most critical.
The Group has a dedicated Head of Internal Audit
who meets with the Audit, Risk and Compliance
Committee to monitor the adequacy of the
Group’s internal control systems. The Audit, Risk
and Compliance Committee also meets with
and receives reports from the external auditors.
The Chairman of the Audit, Risk and Compliance
Committee reports to the Board on all significant
issues considered by the Committee.
When necessary, the Board draws on the expertise
of appropriate external consultants to assist in
dealing with or mitigating risk.
M o nit o r
Audit and
Investigation
I
d
e
n
t
i
f
y
Risk
Register
Governance
Internal
Controls
Risk
Management
Process
Communication
& Training
Policies
Risk
Matrix
M
i
t
i
g
a
ti
o
n
Risk
Appetite
Statement
A s s ess
Risk Management Framework
The Group’s Risk Management Framework provides the structure for managing the principal risks. The Group
has implemented a ‘three lines of defence’ approach to ensure that there is clear ownership and delegation
of responsibility for the management and oversight of risk to support the appropriate flow of information
throughout the Group. Each of these three ‘lines’ plays a distinct role within the Group’s wider governance
framework.
I
l
m
p
e
m
e
n
t
i
n
g
Risk Management Framework
Board/Audit, Risk and
Compliance Committee
Senior Management
3RD
line of defence
2ND
line of defence
1ST
line of defence
g
n
i
r
o
t
i
n
o
M
Board
Ensure prudent risk management is
implemented in the Group. Review and approve
the Group Risk Register along with Risk Appetite
and Risk Management Policy.
Audit & Risk Committee
Oversee the adequacy and effectiveness of the
Group’s internal controls. Responsible for the
review and assessment of the effectiveness of
the Group’s risk management process.
Overall responsibility for establishing and
embedding the risk management processes
within the Group. The Group Risk Manager is
responsible for monitoring, maintaining, and
presenting the Group risk register to the Audit,
Risk and Compliance Committee and the Board.
Internal Audit
Ensures independent oversight of the Risk
Management Policy and the execution of the
Group’s risk management process. The Internal
Auditor is responsible for testing the design
and effectiveness of the Group’s control
environment and ensuring the risk management
responsibilities of the 1st and 2nd lines of
defence have been discharged.
Risk Co-Ordinator
Responsible for overseeing and executing
the Group’s risk management process and
maintaining the Group’s Risk Management Policy
and Risk Appetite Statement.
Operational Level
Processes and Controls in the ordinary
operations of the business which identify,
assess and reduce or mitigate risk exposure
through management or internal control
measures.
63
STRATEGIC REPORT
Risk Management
64
UNIPHAR PLC ANNUAL REPORT 2023 Risk Management
Risk Register Update Process
The Group’s Risk Register
process is based on a Group-
wide approach. Risks are
identified, assessed and
monitored, with a clear focus
on the assignment of responsibility
to each risk owner.
2023 Highlights
The Group continues to ensure
that the Risk Management
Framework is integrated in the
day-to-day activities of the
business. During the year ended 31
December 2023, the Group carried
out the following:
Individual risks are assessed and
assigned a rating based on the
likelihood of occurrence and the
potential impact. The Risk Register
is reviewed regularly, and any new
or emerging risks are added, as
they are identified and assessed.
Divisional management are
responsible for completing
and maintaining divisional Risk
Registers, setting out the risks and
mitigating factors pertaining to
their area. The Group Risk Manager
reviews these and updates the
Group Risk Register, as required,
for any significant risks arising.
The Group Risk Manager reports
to the Audit, Risk and Compliance
Committee and the Board on risk
during the year.
The Audit, Risk and Compliance
Committee and the Board carry
out a robust review of the Risk
Register and communicate
and refer any required changes
in mitigating actions back
to executive and divisional
management levels.
» Reviewed the Group Risk
Register, updating for all the key
risks facing the Group at this
time
» Performed a review of emerging
and new risks, including consid-
ering the risks associated with
ongoing geopolitical events
» Reviewed the relevance of ex-
isting risks and identified the
current principal risks, noting
some risks such as Brexit have
reduced in materiality
» Continued to focus on
Cybercrime related risks.
Emerging Risks
In addition to considering our
current principal risks, emerging
risks are also considered as part
of our overall risk management
processes. Management identifies,
assesses, and manages new and
emerging risks in the same way
as the Group’s principal risks.
Emerging risks can arise in two
ways for the Group. The risk can
be newly identified as part of the
ongoing risk management process
in existence across the Group; or
the risk may already be identified
on the Group Risk Register, but
its potential impact may have
changed, pointing to the need for a
reassessment.
Principal Financial and Reporting
Risks and Uncertainties
The following tables set out the
principal risks and uncertainties,
which have the potential to
have a direct impact on the key
strategic objectives of the Group.
The principal risks are categorised
as Strategic, Operational and
Financial. These have been
developed from a full review of the
Group Risk Register, the business
performance and evolving global
trends.
The risks are not listed in order
of priority, nor do they represent
an exhaustive list of all risks
currently affecting the business.
They represent what the Board
deems to be the principal risks
and uncertainties facing the Group
at this time. Some risks may not
be currently known to the Board
or they may not be of material
consequence, at this time. The
mitigating factors that are in place
do not represent an absolute
level of protection and elimination
against the risk, but they are
designed to give reasonable
protection against the impact of
the risk.
Key Principal Risks and Uncertainties
The principal risks and uncertainties for the year ended 31 December 2023 are summarised below.
Strategic Initiative
Link to strategic initiatives key
Trend Indicators
Strategic initiatives key to trending
Continued Client Growth
Stable
Focused Market Leadership
Increasing
Scaling Through Digital
Decreasing
↕
↗
↗
STRATEGIC RISKS
Risk
Impact
Economic,
geopolitical
& external
environment
risk
The global macroeconomic,
regulatory, political, and legal
environment may impact the
markets in which we operate and, in
turn, our client and supplier base.
The ongoing conflicts in Ukraine
and the Middle East combined
with elevated interest rates
and inflation levels present an
increased risk for the Group. This
may adversely affect the Group’s
financial and operational results.
Acquisitions
Growth through acquisition
continues to remain a key
strategy for the Group. Failure to
identify, complete and integrate
acquisitions successfully may
directly impact the Group’s
projected growth.
Trending
↗
Mitigation
The Group closely monitors global political and
economic conditions and responds quickly to any
changes in circumstances or events.
The Group has increased its geographical footprint
which now includes Ireland, the UK, the US, Europe
and Asia Pacific, thus decreasing the reliance on any
particular geographic market.
The Group has deep experience in navigating supply
chain challenges with extensive international
relationships, strong procurement know-how and
flexible stock levels to support continuity of supply.
The Group actively manages its cost base, to ensure
that margins are maintained and to reduce margin
erosion.
All potential acquisitions are assessed to measure
their strategic fit and financial return. Specialist
advisers are appointed to provide robust and
thorough due diligence.
↕
Experienced management and project teams ensure
integration is managed effectively, to achieve
identified benefits and minimise potential risks.
The Group carries out a Goodwill Impairment
assessment annually, or more frequently, if
required, to ensure the carrying value remains
appropriate.
Key personnel
& succession
planning
The success of the Group
is directly correlated to the
effectiveness and talent of its
people, including Directors, senior
management, and colleagues
across all divisions.
If the Group fails to attract, retain,
and develop the skills and expertise
of colleagues, this may adversely
impact the Group’s performance.
Succession planning and talent management is
implemented across the Group, ensuring that the
appropriate skills, knowledge, and diversity are in
place to ensure the future success of the Group.
The Group have developed a number of new talent
development programmes across our divisions to
support talent development and retention.
The Group looks to appropriately incentivise teams,
to ensure long-term alignment with shareholder
objectives.
Market
perception &
reputational
risk
Uniphar plc is a publicly listed
company and must communicate
to the market and stakeholders
regularly with updates on financial
performance and key metrics.
The Group has financial reporting structures
and timelines in place to ensure accurate and
timely reporting. The Board reviews the financial
and operating performance, together with the
implementation of the strategic plan.
↕
↕
Failure to deliver in line with
expectations may result in
reputational damage impacting the
Group’s ability to achieve strategic
targets.
The Group Investor Relations team actively
engages with the investment community. The team
ensures a timely and accurate communication of
information to the market.
A positive corporate culture reinforces ethically
responsible behaviour in the business.
65
STRATEGIC REPORT
Risk Management
66
UNIPHAR PLC ANNUAL REPORT 2023 Risk Management
STRATEGIC RISKS continued
Risk
Impact
Mitigation
Loss of
competitive
position
Environment &
Sustainability
Transformational
project execution
Changes in the competitive
environment in which the Group
operates may occur as a result
of new market entrants, loss or
material change in the terms of key
customers or key suppliers, new
technologies or regulatory changes.
Failure of the Group to respond to
any of these may result in the loss
of its competitive edge and market
share, which may put pressure on
profitability and margins.
The increasing global focus on
environmental and sustainability
governance is recognised by the
Group, and its stakeholders.
Failure to appropriately assess,
monitor, report and manage the
Group’s impact on the environment
and the communities in which it
operates may result in reputational
damage, impacting the Group’s
ability to deliver results.
The Group is subject to
an increasing number of
environmental and climate change
regulations and legislation, which
may negatively affect the Group’s
business if it fails to adequately
comply with them.
The Group has embarked on
several transformational projects
that will provide it with the
platform and capacity to grow over
the coming years.
Significant transformation
programmes bring inherent risks
such as an inability to manage
change in the organisation or to
deliver projects within time and
budget constraints.
Failure of the Group to satisfactorily
deliver such projects may result
in cost overruns or reputational
damage impacting the Group’s
ability to deliver strategic targets.
The Group continues to monitor market
trends and demands, to maintain its
competitive edge. Individual business
management teams manage the supplier and
customer relationship and keep informed
of any changes in their business strategies.
Value-add and unique services are offered
to enhance the relationship and promote
customer loyalty.
Strategic acquisitions enhance the
commercial relationships within the
pharmaco-medical market and provide a
wider and more diverse service offering,
protecting the competitive position.
The Group recognises the lasting impact its
actions can have on the environment and
is committed to operating sustainably and
reducing its environmental impact. During 2023,
the Group appointed a Head of Sustainability to
drive the sustainability agenda.
The Group’s Sustainability Council drives
the sustainability agenda across the Group
and ensures that sustainability targets are
integrated across all businesses. The Group
engages with external advisors to ensure it is
prepared for upcoming reporting obligations.
The Group’s banking facilities incorporate
sustainability provisions that will enable
discounted rates of interest for achieving
specified ESG goals and benchmarks.
Furthermore, bonus metrics for Executive
Directors and some senior management
include specific sustainability and governance
targets to ensure focus on achieving continuous
improvements in this area.
The Group has implemented appropriate
project management structures to ensure
projects are delivered in line with their plans.
Appropriate Project Management resources
have been added to the organisation to
facilitate this.
Furthermore, the Group utilises external
advisors to supplement our internal
knowledge where specialist skills are
required.
Trending
↕
↕
↕
OPERATIONAL RISKS
Risk
Impact
Cybercrime
IT systems
Pandemic
risk
In common with all large
organisations, the Group is
exposed to risk relating to cyber
events threatening the availability
or integrity of our systems and
data. There is a constant threat
of sophisticated cyber-attacks
including ransomware, phishing
and malware. An adverse event
could result in significant
reputational, operational and
financial damage.
The Group is also exposed to the
risk of an attack on our business
partners that could negatively
impact the Group.
Digital capabilities are a specific
strategic offering of Uniphar, and
the alignment of the IT strategy
with the business strategy is
essential.
The Group is reliant on the
effectiveness of its IT systems
and network. Any interruption or
downtime may have a negative
impact on the Group’s operations,
financial conditions, and
competitive position.
Global pandemics have the
potential to cause significant
disruption to the Group and the
wider global economy. Covid-19 no
longer represents an immediate
threat but there is still a risk
that other variants or pandemics
may arise in the future. Such a
pandemic could severely impact
our financial results or cause
supply chain disruption that
would impact the business and its
operations.
Trending
↗
↕
↕
Mitigation
The Group has IT security processes in place
to minimise the occurrence of cyber-attacks.
Continuous user awareness is a key measure used
in helping to protect against the threat of a cyber-
attack.
External audit and penetration testing is carried
out to identify vulnerable areas and put in place
mitigating controls.
The Group has invested in a dedicated IT Security
team, led by the Director of Information Security
to continuously review, monitor and strengthen
the preventative and detective controls required
to protect against a cyber related incident and
draws on appropriate external support to achieve
this objective.
The IT strategy is a key factor in the Group’s
strategic planning process. This ensures that the
development of our IT systems and processes
remains aligned with Group objectives.
The Group actively monitors the performance and
robustness of our IT systems. The in-house IT team
works in tandem with external providers to ensure
all business-critical processes are safeguarded.
Business continuity plans are in place to ensure
the uninterrupted provision of services and to
enable the restoration of key systems, if
necessary. Continued technology investment
is essential to support the enlarged Group,
and a multi-year technology transformation
programme has commenced, with the initial
focus on ERP platforms.
The safety and wellbeing of our people is our
first priority in all circumstances. The Group
has developed mitigation strategies during the
Covid-19 pandemic that could be relied upon in
another pandemic. Uniphar plays a significant role
in the healthcare infrastructure of the countries
we operate in and the Supply Chain & Retail
infrastructure was considered an essential service
during the Covid-19 pandemic.
The Group continues to monitor the preparedness
of the business for another pandemic to ensure
that appropriate response strategies are in place.
67
STRATEGIC REPORT
Risk Management
68
UNIPHAR PLC ANNUAL REPORT 2023 Trending
↕
↕
↕
Risk Management
OPERATIONAL RISKS continued
Risk
Impact
Mitigation
Business
interruption
The Group may be unable to
provide a service to customers,
due to external factors affecting
its operations such as, natural
disasters, environmental hazards,
or industrial disputes, resulting
in potential lost sales and loss of
customer loyalty.
A business continuity plan is in place and is
updated and reviewed continuously to mitigate
the risks to operational continuity.
Health & Safety Uniphar distributes pharmaceuticals
and medical devices to pharmacies,
hospitals, and patients. Uniphar
also provides consultancy
services to a range of healthcare
practitioners. Failure to follow all
applicable regulations and guidance
could impact patient safety.
Dedicated quality functions are in operation
across the Group, ensuring that we adhere to
and comply with good distribution practice,
pharmacovigilance and regulatory requirements.
A robust health and safety framework is in place
to ensure that we have effective health and
safety processes.
The health and safety and
wellbeing of our staff is also
paramount. With large operational
facilities in various locations, it is
essential we adhere to the highest
standards of health and safety
throughout the organisation. Failure
to implement and follow proper
health and safety procedures could
have adverse effects on our people
or patients.
Uniphar operates in a highly
regulated environment and
is subject to both local and
international laws and regulations in
the jurisdictions where we operate.
Failure to operate under any
of these stringent laws and
regulations could result in financial
penalties, reputational damage,
and risk to business operations.
Laws,
regulations and
compliance
The Board has overall responsibility for the
Group’s corporate governance environment. Our
strong corporate governance culture prioritises
continuous improvement.
The Group General Counsel and Company
Secretary is responsible for the oversight of
compliance across the Group. The Group also
has an extensive quality and regulatory team,
who ensure compliance with all applicable
regulations relating to our service offerings.
In the area of data privacy, the Group has a
dedicated Data Protection Compliance Officer
and Data Protection Officers within each
division. The Data Protection Compliance Officer
provides group guidance and governance to the
divisional Data Protection Officers.
In addition, the Group ensures that professional
and appropriately qualified personnel are
employed in positions of responsibility.
Education and internal training are provided on
updates to laws and regulations, as appropriate.
FINANCIAL RISKS
Risk
Foreign
currency
Impact
Mitigation
The Group’s reporting currency
is the euro. Exposure to foreign
currency occurs in the normal
course of business, as the Group
operates in jurisdictions outside of
the Eurozone.
The Group’s activities are primarily conducted
in the local currency of the operation, which
results in low levels of transactional risk. The
foreign currency risk has increased in recent
years, due to expansion in jurisdictions outside
of the Eurozone.
Trending
↕
Treasury
The Group is exposed to liquidity,
interest rate and credit risks.
Further increases in interest rates
impact the Group by increasing
interest costs on outstanding
borrowings thereby limiting
the available cash flows for
reinvestment
The Group reduces its exposure to currency
fluctuation by matching foreign currency
payments and receipts across business units.
The current banking facility permits drawdown
across multiple currencies, which can create a
natural hedge.
The Group Treasury Policy sets out how these
risks are managed. The policy is reviewed and
approved by the Audit, Risk and Compliance
Committee.
Cash forecasting and effective management
reports are in place to monitor and minimise
the financial risk. The current banking facility
agreement provides sufficient headroom for the
Group in terms of liquidity.
The Group monitors and manages its net bank
debt and leverage and seeks to actively manage
cash flow conversion, to minimise debt levels and
associated interest costs.
↗
The Group continues to ensure
that the risk management
framework is integrated in its
day-to-day activities.
69
STRATEGIC REPORT
Risk Management
70
70
UNIPHAR PLC ANNUAL REPORT 2023Chairans Statement
Governance
Enabling
through
Innovation
Board of Directors
72 Company Information
73
75 Corporate Governance Statement
76 Corporate Governance Report
87
Audit, Risk and Compliance
Committee Report
93 Nominations, Governance and
Sustainability Committee Report
Remuneration Committee Report
97
110 Directors’ Report
Company Information
as at 31 December 2023
Board of Directors
M. Pratt (Chairman)
G. Rabbette (Chief Executive Officer)
T. Dolphin (Chief Financial Officer)
J. Berkowitz (Resigned 16 January 2024)
J. Gaul
L. Hoctor
P. Hogan
S. Webb
V. Sick (Appointed 29 January 2024)
Company Secretary
and Registered Office
A. McCarthy
Uniphar plc
4045 Kingswood Road
Citywest Business Park
Co. Dublin
D24 V06K
Registered Number
224324
Auditors
PricewaterhouseCoopers
Chartered Accountants and
Statutory Audit Firm
One Spencer Dock
North Wall Quay
Dublin 1
D01 X9R7
Legal Adviser
William Fry
2 Grand Canal Square
Dublin 2
D02 A342
Nomad and Euronext
Growth Adviser
Davy
Davy House
49 Dawson Street
Dublin 2
D02 PY05
Registrar
Computershare Investor Services
(Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Principal Bankers
Bank of Ireland
Allied Irish Banks
Royal Bank of Canada
HSBC Bank
Barclays Bank
ING Bank
Citizens Bank
Joint Brokers
Davy
Davy House
49 Dawson Street
Dublin 2
D02 PY05
RBC Europe Limited
100 Bishopsgate
London
EC2N 4AA
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
Investor Relations
A. Smylie
Uniphar plc
4045 Kingswood Road
Citywest Business Park
Co. Dublin
D24 V06K
Website
Further information on Uniphar plc
is available on the Group’s website:
www.uniphar.ie
71
GOVERNANCE
Company Information
72
UNIPHAR PLC ANNUAL REPORT 2023
Board of Directors
Leadership and Experience
Experience
Maurice was appointed
Chairman in 2009, having
joined the Board as a
Non-Executive Director in
July 2003. Former Chief
Executive Officer of Tesco
Ireland Limited and C&C
plc, Maurice is currently
Chairman of Serious Fun
Children’s Network and is
a non-executive director
of Powerscourt Distillery
Limited and Bfree Foods
Holdings Limited.
Principal Skills
Leadership, Strategy,
Industry, International
Markets, Governance,
M&A
Ger Rabbette
Chief Executive Officer
Nationality
Date of Appointment
March 2010
Independent
No
Committee Memberships
N
Experience
An industry veteran,
Ger joined Uniphar
from Celesio, where he
was Managing Director
of Movianto Ireland
and Head of Celesio
Manufacturing Solutions
Ireland. He is a chartered
accountant by training
and has held a range of
senior positions in the
healthcare sector with
Cahill May Roberts and
the wider Celesio Group.
Principal Skills
Industry, Leadership,
Strategy, Finance,
International Markets,
M&A
Maurice Pratt
Non-Executive Chairman
Nationality
Date of Appointment
July 2003
Independent
No
Committee Memberships
N
Experience
Tim joined Uniphar
from Topaz Energy
Limited where he was
a member of the senior
management team. Prior
to this, Tim held various
senior finance positions
with Royal Dutch Shell
plc in Ireland. He is a
chartered accountant by
training and is a director
of the Pharmaceutical
Distributors Federation
gender
gender
Ireland CLG.
gender
Principal Skills
Industry, Leadership,
Strategy, Finance,
International Markets,
M&A
Tim Dolphin
Chief Financial Officer
Directors Breakdown
Directors Breakdown
Directors Breakdown
Directors Breakdown
exec/non-exec
exec/non-exec
Nationality
exec/non-exec
exec/non-exec
Date of Appointment
July 2010
Independent
No
Committee Memberships
N/A
Sue Webb
Non-Executive Director
Nationality
Location
Location
Date of Appointment
June 2019
Independent
Yes
Committee Memberships
A
gender
Location
Location
Independent / non
Independent / non
Independent / non
Experience
Sue held a variety of sales
and marketing roles at
Novartis Pharmaceuticals,
UK, Ltd, including
Country President, UK &
Region Head of Country
Management, Europe.
Previously, Sue worked
for Ortho McNeil in
the US and Janssen-
Cilag in the UK, gaining
significant experience in
pricing, strategy, country
re-organisation and
pharmaceutical product
launches.
Independent / non
Principal Skills
Industry, Leadership,
Strategy, International
Markets, M&A
Valerie Sick
Non-Executive Director
Nationality
Date of Appointment
January 2024
Independent
Yes
Committee Memberships
N R
Jim Gaul
Non-Executive Director
Nationality
Date of Appointment
January 2021
Independent
Yes
Committee Memberships
A N
Executive and
Non-Executive Directors
■ Executive 25%
■ Non-Executive 75%
Gender Diversity
Geographic Locations
Board Independence
■ Female 37.5%
■ Male 62.5%
■ Ireland 5
■ UK 1
■ Europe 1
■ USA 1
■ Independent 62.5%
■ Non-Independent 37.5%
(Chairman and
Executive Directors)
Aisling McCarthy
General Counsel & Company
Secretary
Nationality
Date of Appointment
May 2019
Experience
Valerie has over 25 years’
senior international experience
in private and publicly
listed pharmaceutical and
life science companies in
Europe. She currently serves
as Chief Financial Officer of
bioMerieux Deutschland GmbH
and previous appointments
include Director of Finance
and Administration of Yves
Rocher GmbH. Valerie is fluent
in French, German and English
and also has a strong interest
in climate friendly business
models and long-term
sustainable business.
Principal Skills
Industry, Leadership,
Strategy, Finance,
International Markets
Experience
Jim is a certified public
accountant and former
Chief Financial Officer
of Sanofi Ireland, OPKO
Ireland & Mount Carmel
Private Hospital. He has
a strong track record in
financial management and
global healthcare and is
a former non-executive
director of Carraig
Insurance and Valeant
Pharmaceuticals Ireland.
Principal Skills
Industry, Leadership,
Strategy, Finance,
International Markets.
Experience
Aisling joined Uniphar in
May 2019 from William
Fry, where she spent
12 years specialising
in Corporate M&A
transactions and
restructurings. She
is responsible for the
Group’s legal, company
secretarial, risk and
compliance functions.
Experience
A chartered accountant
by training, Paul was
CFO of Brook & Whittle
Limited, a private
equity owned packaging
group, headquartered
in Connecticut, US until
April 2022 and was
previously CFO at Nelipak
Healthcare and Director
of Development and CFO
of the Clondalkin Group.
He trained in Audit and
Business Advisory in PwC.
Principal Skills
Industry, Leadership,
Strategy, Finance,
International Markets,
M&A
Experience
Liz is a qualified pharmacist
and former president of the
Irish Pharmacy Union (IPU).
With over twenty years’
experience advocating
at both political and
administrative levels of
Government on behalf of
the pharmacy profession,
Liz has developed an in-
depth understanding of
the Irish, European and
international healthcare
systems. Liz also holds
a Diploma in Corporate
Governance.
Principal Skills
Industry, Leadership,
International Markets,
Legal & Regulatory,
Governance
Paul Hogan
Non-Executive Director
Nationality
Date of Appointment
June 2019
Independent
Yes
Committee Memberships
N R
Liz Hoctor
Non-Executive Director
Nationality
Date of Appointment
January 2021
Independent
Yes
Committee Memberships
A
A Audit, Risk and Compliance Committee
Chair: Sue Webb
See pages 87 to 92 for Committee Report
N Nominations, Governance and
Sustainability Committee
Chair: Jim Gaul
See pages 93 to 96 for Committee Report
R Remuneration Committee
Chair: Paul Hogan
See pages 97 to 109 for Committee Report
Chief Executive Officer
Ger Rabbette
See pages 15 to 18 for CEO Report
73
GOVERNANCE
Board of Directors
74
UNIPHAR PLC ANNUAL REPORT 2023
Corporate Governance Statement
Corporate Governance Report
Dear Shareholder,
On behalf of the Board, I am pleased to introduce the
Group’s Corporate Governance Report for 2023. This report
outlines the clear roles and structures we have in place
for managing corporate governance and seeking to ensure
that the Group is positioned to meet corporate governance
standards at all times.
Board and Committee Composition Changes
In early 2024, we were delighted to welcome Valerie Sick
to the Board. Valerie brings a wealth of international
experience in private and publicly listed pharmaceutical
and life science companies across Europe, a key market
for our strategic growth plans and I, and the Board, look
forward to working with Valerie.
Jeff Berkowitz also resigned from the Board in
January 2024 following a three-year term and on
behalf of the Board I would like to thank Jeff for the
support and commitment he has shown to the Board
over the last three years.
Following these Board changes, independent
representation on the Board remains at 62.5% and
female representation on the Board has increased to
37.5% in line with commitments made during 2023
following shareholder engagement arising from our
2022 AGM.
During 2023 and early 2024, the Nominations,
Governance and Sustainability Committee also
reviewed the composition of each Board Committee
and resolved to refresh the role of Chair on each
Committee following a three-year term of each
previous Committee Chair.
External Board Evaluation
During 2023 we also concluded our external Board
evaluation conducted by Deloitte. The evaluation
involved a desktop review of corporate governance
documentation, including minutes, board packs,
policies and terms of reference as well as a detailed
survey which was distributed to all Directors and the
Company Secretary. Deloitte conducted interviews
with each Director and the Company Secretary and
also observed a Board meeting. The results of the
evaluation were extremely positive and demonstrated
the improvements made to our corporate governance
practices in recent years. Some areas for improvement
were identified which the Nominations, Governance
and Sustainability Committee have focused on
implementing and details of these areas are set out in
further detail on pages 95 and 96.
Shareholder Engagement Programme
At the Company’s 2023 AGM, Resolution 4
(remuneration of auditors) passed with a majority of
less than 80% (67.55% votes in favour). Following the
AGM result, a shareholder engagement programme was
commenced which saw the Company contact its’ top 24
shareholders, which represented more than 43% of the
issued share capital, including the vast majority of those
who voted against this resolution in order to better
understand and discuss the reasoning behind their vote.
We understand from these engagements, including
engagement calls held prior to the AGM, that those
who voted against this resolution did so as a result of
the level of non-audit fees relative to audit fees during
2022. The Audit, Risk and Compliance Committee
continued to closely monitor the level of non-audit
fees paid to the Company’s auditors as well as other
firms during the year and the level of non-audit fees
decreased below the level of audit fees during 2023.
Looking ahead
As we look forward, in 2024 the Board will continue
to focus on the strategic objectives of the Group and
each of the Group’s divisions. Monitoring corporate
governance compliance and performance against
sustainability targets will also be key objectives for the
Board. The Board and the Nominations, Governance
and Sustainability Committee will continue to work on
implementing the improvements recommended in the
external Board evaluation.
I look forward to continuing to work closely with
my fellow Directors during 2024 and to ongoing
engagement with our shareholders, to ensure that we
are continuing to meet their expectations from both a
strategic and governance perspective.
Maurice Pratt
Chairman
Corporate
Governance Report
» Provision 36 – The share options granted to
Executive Directors during 2022 are subject to a
vesting period of four years and two months and
vesting of all awards granted to Executive Directors
will occur, subject to achievement of the perfor-
mance condition, on 31 December 2026. The Board
believes that, notwithstanding this variance from
the terms of the UK Code, the scheme supports
alignment with long-term shareholder interests.
Board of Directors
The Board comprises eight Directors, two of whom
are Executive Directors and six of whom, including
the Chairman, are Non-Executive Directors, reflecting
a blend of different experience and backgrounds. Of
the Non-Executive Directors, five members have been
deemed by the Board to be independent. Biographies
of all of the Directors are set out on pages 73 to 74.
The Directors acknowledge the importance of good
corporate governance and believe that it creates
shareholder value by improving performance, whilst
reducing or mitigating the risks that a company faces,
as it seeks to create sustainable growth over the
medium to long-term.
In recent years the Board has made significant
progress in bringing the Group’s corporate governance
regime in line with the requirements of the UK Code
and the Board has formally adopted the UK Code as its
corporate governance code since 2022.
The Group now complies with all provisions of the
UK Code, except:
» Provision 19 – The Chair’s tenure exceeds nine
years. During 2023, the Board, on the recom-
mendation of the Nominations, Governance and
Sustainability Committee, approved a Chair suc-
cession plan that will see Mr Pratt step down from
his role as Chair at the Company’s AGM in 2026.
Further details in relation to Chair succession plan-
ning are set out on page 95 and 96.
» Provision 32 – The Chair of the Remuneration
Committee has not served on the Committee for
a period of 12 months prior to his appointment as
Chair of that Committee. Mr Hogan served on the
Remuneration Committee alongside Mr Berkowitz
since September 2023 and whilst he had not
served 12 months on the Committee prior to taking
over as Chair of the Committee in January 2024 he
was the longest serving member of that Committee
at the time of Mr Berkowitz’s resignation and was
therefore deemed the most appropriate person to
take over the position as Chair.
Audit, Risk
and Compliance
Committee
Nominations,
Governance and
Sustainability
Committee
Remuneration
Committee
Chief
Executive
Officer
Chair:
Sue Webb
See pages 87 to 92 for
our Committee Report
Chair:
Jim Gaul
See pages 93 to 96 for
our Committee Report
Chair:
Paul Hogan
See pages 97 to 109 for
our Committee Report
Ger Rabbette
See pages 15 to 18 for
our CEO Report
75
75
UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Corporate Governance Report
76
Corporate Governance Report
Division of Responsibilities
The Board retains ultimate account-
ability for good governance and
is responsible for monitoring the
activities of the Executive Team. The
Board has a collective responsibil-
ity and legal obligation to promote
the interests of the Group and is
responsible for defining corporate
governance arrangements. Ultimate
responsibility for the quality of, and
approach to, corporate governance
lies with the Chairman.
Non-Executive Directors
The Non-Executive Directors
contribute independent thinking
and judgement through the
application of their external
experience and knowledge,
scrutinise the performance of
management, provide constructive
challenge to the Executive Directors
and ensure that the Group is
operating within the governance
and risk framework approved by
the Board.
The roles of Chairman and Chief
Executive Officer are not combined
and there is a clear division of
responsibilities between them. The
Chairman’s responsibility is to lead
the Board, and this ensures that the
Board is effective and efficient. The
Chief Executive Officer is account-
able to the Board for all authority
delegated to the Executive Team.
Chairman
The Chairman has overall
responsibility for corporate
governance throughout the Group.
He leads and chairs the Board,
ensuring that Committees are
properly structured and that they
operate with the appropriate
terms of reference. He ensures
that all Directors contribute
effectively to the development of
the Group’s strategy and consider
the inherent risk included in the
implementation of the chosen
strategy. The Chairman is involved
in the development of strategy and
setting objectives, together with
the Chief Executive Officer, and
oversees communication between
the Company and its shareholders.
Chief Executive Officer
The Chief Executive Officer provides
leadership and management for
the Group and leads the develop-
ment of objectives, strategies and
performance standards, as agreed
by the Board. He monitors, reviews
and manages key risks and strat-
egies with the Board, and ensures
that the assets of the Group are
maintained and safeguarded. He
also takes a leading role on investor
relations activities to ensure that
communications and the Company’s
standing with shareholders and
financial institutions are maintained.
The Board has delegated respon-
sibility for the management of the
Group, through the Chief Executive
Officer, to the Executive Team.
Company Secretary
The Company Secretary is
responsible for providing a clear and
timely information flow to the Board
and its Committees and supports
the Board on matters of corporate
governance and risk. All Directors
have access to the advice and
services of the Company Secretary,
who is responsible to the Board for
ensuring that Board procedures are
complied with. The appointment
and removal of the Company
Secretary is a matter for the Board.
Senior Independent Director
Paul Hogan holds the position of
Senior Independent Director of
the Board. This role provides a
sounding board for the Chairman
and serves as an intermediary
for the other Non-Executive
Directors, when necessary. The
Senior Independent Director is
also available to shareholders if
they have concerns. The Board
acknowledges the important role
the Senior Independent Director
plays in reviewing the Chair’s
performance annually and in
succession planning for the Chair,
particularly in circumstances where
the Chair has been determined not
to be independent.
Director for Workforce Engagement
Jim Gaul holds the position of
designated Director for Workforce
Engagement. In his role he liaises
with the HR teams on employee
engagement mechanisms,
assesses the output of workforce
engagement exercises and briefs
the Board on this engagement,
ensuring that the views and
interests of employees are
considered by the Board.
Committees
The Board is supported in its
function by the Audit, Risk and
Compliance Committee, the
Nominations, Governance and
Sustainability Committee and
the Remuneration Committee
and Reports from each of these
Committees are contained on pages
87 to 109.
A formal Schedule of Matters
Reserved for the Board is in place
and is reviewed annually. Specific
responsibilities reserved for the
Board include:
» Responsibility for the overall
leadership of the Group and
setting the Group’s values and
standards;
» Approving the Group’s purpose,
strategic aims and objectives;
» Promoting the long-term
sustainable success of the Group,
generating value for shareholders
and contributing to wider society;
» Embodying and promoting
a corporate culture that is
based on sound ethical values
and behaviours and using it
as an asset and a source of
competitive advantage;
» Undertaking an assessment of
the prospects of the Group, over
a defined period and determining
why it considers that period to
be appropriate;
» Ensuring maintenance of an
effective system of internal
control and risk management;
» Approving changes to the
structure, size and composition
of the Board, following
recommendations by the
Nominations, Governance and
Sustainability Committee;
» Undertaking a formal and
rigorous review of its own
performance, that of its
Committees and individual
Directors, and the division of
responsibilities; and
» Considering the balance of
interests between shareholders,
employees, customers and the
community.
In 2024, the Schedule of Matters
Reserved for the Board was
also updated to include specific
references to the Board’s remit
in overseeing the sustainability
practices of the Group in line with
recommendations of the external
Board evaluation.
skills
8
7
6
5
4
3
2
1
0
During 2023, the key matters considered by the Board included:
Financial Reporting
& Compliance
» Interim and Final results
Corporate Governance and
Stakeholder Engagement
» Appointment of New Non-
announcements
Executive Director
» Annual Report and Financial
» Changes to Board Committee
Statements
» Interim and final dividends
» Annual Budget and 5 Year
Plan
growth opportunities
» New significant contractual
» Updates to Group Policies
» Compliance Review
compositions
» Expansion of remit of
Nominations & Governance
Committee to include
Sustainability oversight
» AGM voting results and proxy
advisor recommendations
» Shareholder Engagement
Programme
» Analysis and implementation of
recommendations of External
Board Evaluation
Sustainability/ESG
» Climate reporting and SBTi
emissions target submission
» CDP Response 2023
» Board Sustainability training
» Group’s external Sustainability
ratings and reporting
» Group’s Sustainability roadmap
and CSRD readiness
Remuneration
» Approval of Remuneration
Policy for Executive Directors
» Approval of bonus pay-out
levels of Executive Directors
Strategy & Management
» Two-day Board Strategy Event
(Nov 2023)
» Acquisition of McCauley Pharmacy
Group and purchase of certain
assets of Pivot Digital Health
» Monitoring active pipeline of value
accretive M&A across all divisions
» Strategic investments in organic
arrangements
» Strategic investment in ERP
implementation and digital
transformation
» New divisional structure with
updated organic gross profit
growth guidance
Risk & Internal Controls
» Approval of Risk Management
Policy, Risk Appetite Statement
and updates to Risk Register
» Consideration of climate-related
risks and their potential impact on
the business
» Cyber Security Review
» Updates from Audit, Risk and
Compliance Committee on internal
controls and audit process
» Update from Head of Internal Audit
Appointment of Directors
The Board has a formal Board
Appointments Policy in place which
sets out the procedure and criteria
to be applied when considering the
appointment of new individuals to
the Board. As part of this procedure,
the Nominations, Governance and
Sustainability Committee evaluates
the balance of skills, experience,
independence, diversity and
knowledge currently on the Board.
During 2023, the Nominations,
Governance and Sustainability
Committee led a process to appoint
a new Non-Executive Director
to the Board resulting in the
appointment of Valerie Sick to the
Board in January 2024.
Conflicts of Interest
The Group has a Conflicts of
Interest Policy in place which
provides that where incoming or
existing Directors retain or accept
new appointments with other
companies, including related
companies, this should be fully
disclosed to the Company Secretary
and the Chairman for approval,
to ensure that any conflicts of
interests are identified in a timely
manner. Before accepting any
outside directorship, a Director
must engage with and seek
approval of the Chair and the
Company Secretary.
Re-election of Directors
In line with the provisions of the UK
Code, the Articles of the Company
provide that all Directors must
retire annually and, if eligible,
present themselves for re-election
to the Board. At the 2023 AGM all
Directors were put forward for re-
election to the Board and each was
re-elected by the shareholders.
Induction, Development and
Training
The Directors believe that the
Board has significant industry,
financial, strategic and governance
experience, possessing the
necessary mix of experience, skills,
personal qualities, and capabilities
to deliver the strategy of the Group
for the benefit of shareholders
over the medium to long-term.
The skills of each of our Directors
are highlighted in the Director
biographies on pages 73 to 74 and
the skills matrix below.
Industry
Leadership
International Markets
Strategy
Mergers & Acquisitions
Finance
Governance
Legal & Regulatory
8
8
8
7
5
5
2
1
77
UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
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The Board notes that certain
shareholders and proxy advisors
have highlighted the importance
of cyber security and sustainability
experience at Board level.
In assessing the skills of the
members of the Board, the Board
has not identified any Director
with specific skills or experience
in the areas of cyber security or
sustainability. During 2023, the
Director of Information Security
presented updates to the Audit,
Risk and Compliance Committee
at two Committee meetings and
the Chief Technology Officer
separately provided cyber and
digital transformation updates in
May and November 2023 to the
Board. These regular updates will
be supplemented with externally
facilitated cybersecurity training
in 2024. As cyber security has also
been identified as a key business
risk, the assessment, monitoring
and mitigation of that risk is a
matter currently under the remit
of the Audit, Risk and Compliance
Committee.
In the area of sustainability, the
Nominations, Governance and
Sustainability Committee’s remit
includes sustainability oversight
and in January 2023, the full
Board received training provided
by external consultants on this
topic. During 2023, the Group also
appointed a dedicated Head of
Sustainability, demonstrating the
continued focus of the Group in this
important area.
The Board is kept abreast of key
developments regarding corporate
governance and AIM and Euronext
Growth regulation by its Nominated
Adviser and Euronext Growth Adviser,
and its legal advisors. The Company’s
legal advisors provide updates on
relevant legal and governance issues
with the Nominated Adviser and
Euronext Growth Adviser providing
the Board with training on the AIM
Rules and Euronext Growth Rules
(as applicable) and refresher training
as and when required. The Company
Secretary also helps to keep the
Board up to date on corporate
governance developments and liaises
with the Nominated Adviser and
Euronext Growth Adviser on areas
of AIM and Euronext Growth Rules
requirements.
The Directors have access to the
Nominated Adviser and Euronext
Growth Adviser, the Company
Secretary, lawyers, and auditors as
and when required and are able to
obtain advice from other external
bodies, when necessary.
The Board also has a formal Board
induction procedure in place. When
new Directors join the Board, they
are provided with extensive briefing
materials on the Group and its
operations, as well as training, where
appropriate.
Board Evaluation
The Board believes that, in addition
to dealing with any matters as they
arise, it is appropriate to carry out a
formal evaluation of the performance
of the Board each year. This is
intended to ensure that the Board
remains effective, well-informed,
and able to make high-quality and
timely decisions for the benefit
of all stakeholders of the Group.
The Chairman is responsible for
overseeing the annual evaluation
process.
The Group’s Annual Performance
Evaluation Procedure includes an
evaluation of:
» The composition and structure
of the Board, to include the
balance of skills, experience and
knowledge on the Board
» The Board’s diversity, to include
gender, social and ethnic
backgrounds, and cognitive and
personal strengths
» The independence of the Board
and individual Directors
» How the Board works together as
a unit to achieve objectives and
fulfil responsibilities
» How the Board discharges its roles
and responsibilities
» Board processes, to include
effectiveness of meetings,
agendas, forward planning and
reporting
» The Chairman’s leadership style
and approach
» The performance of Committees
» The performance and ability
of individual Directors to
contribute effectively and their
ongoing commitment to their
role as Director and, if relevant,
Committee membership.
In November 2022, in line with the
requirements of the UK Code, the
Board appointed Deloitte to conduct
an external Board evaluation and this
evaluation process was completed
in Q2 2023. Prior to the Company’s
IPO in 2019, Deloitte conducted
a review of Board composition
and developed a roadmap for
the Company to meet UK Code
compliance within three years of IPO.
The Board has since implemented
those recommendations and over
the past three years has transformed
Board and Committee composition
in line with the requirements of the
UK Code. Deloitte were not involved
in the implementation of the 2019
recommendations. Deloitte also
provide application management IT
support services to the Group since
2013. The Board believes, based on
Deloitte’s experience in the market
and understanding of Uniphar, that
they were well placed to review the
current Board and its effectiveness.
The external Board evaluation
included a review of a broad variety
of Board materials and policies, a
Director questionnaire, individual
Director interviews and attendance
at a Board meeting of the Company.
Some particular areas of focus for
that review were:
» Role and Responsibilities of the
Board
» Board Dynamics
» Board Composition & Succession
Planning
» Chair Leadership
» Governance Structure
» Board Planning.
The report presented to the Board
(the ‘2023 Report’) concluded that
the Board is operating effectively and
called out specific positive findings
in relation to Chair leadership, Board
dynamics, understanding of the
Board’s role and Board composition.
While the 2023 Report identified a
number of areas of strength in the
way the Board currently operates,
the 2023 Report also identified some
areas for improvement, including the
following specific recommendations.
Topic
Findings
Agreed Actions
Board Planning
Ensure forward planning for Board and
Committee meetings is aligned with the
Schedule of Matters Reserved for the
Board and the Terms of Reference for
each Committee.
Review of the Schedule of Matters
Reserved for the Board and the Terms of
Reference for each Committee has been
carried out to ensure that the annual Board
calendar includes all relevant items.
Board meetings
and interactions
Review the balance of hybrid and in person
meetings to ensure sufficient in person
interactions, including informal Board
interactions.
Updated Annual Board Calendar includes
details of meeting format (i.e. hybrid or
in person) and also schedules time for
informal interaction.
Succession
Planning
Review and update Board Succession Plan
to provide further detail with continued
structured focus on Chair succession
planning.
Sustainability
Responsibilities
Review
Ensure sustainability responsibilities
are adequately covered by Board and
Board Committees and update the
Schedule of Matters Reserved for the
Board and the Committee Terms of
Reference to reflect responsibilities.
Nominations,
Governance and
Sustainability
Committee
Increase the frequency of meetings
of the Nominations, Governance and
Sustainability Committee to reflect its
broadened sustainability remit.
Nominations, Governance and
Sustainability Committee are continuing to
review and update the Board Succession
Plan, including planning for Chair
succession.
The Schedule of Matters Reserved for
the Board and the Terms of Reference of
each Committee have been updated to
reflect the respective sustainability linked
responsibilities.
Number of Nominations, Governance
and Sustainability Committee meetings
increased during 2023 and three meetings
per annum are scheduled for 2024 and
beyond with further meetings to be
scheduled where required.
The Non-Executive Directors
also met with the Chair during
2023, without Executive Directors
present, and discussed a wide
range of issues, including those
considered by the various standing
Board Committees. In addition, the
Non-Executive Directors, led by
Paul Hogan as Senior Independent
Director, met without the Chair
present in December 2023, to
review the performance of the
Chair during the year.
Board Succession Planning
The Board plans for its own
succession with the assistance
of the Nominations, Governance
and Sustainability Committee
and has prepared a succession
plan to ensure that the Board has
continuity of relevant skills and
independence in the future. In
doing this, the Board considers the
skills, knowledge and experience
necessary to enable it to meet
the strategic vision for the Group.
Deloitte as part of the external
Board evaluation noted that no
immediate skills gaps had been
identified as part of its review.
Diversity, to include gender, social
and ethnic backgrounds, and
cognitive and personal strengths,
is also a key feature for the Board
in succession planning, particularly
in light of the views expressed
by shareholders, as part of the
2022 shareholder engagement
programme.
The results of the external Board
evaluation were used to inform
the Board’s appointment priorities
when conducting the Non-
Executive Director recruitment
process during 2023 and will also
inform future succession planning
priorities.
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Chair Succession
One area in which the Company
is not currently in line with the
UK Code relates to Chair tenure.
The Board is aware that where
the tenure of the Chair exceeds
the recommendations of the UK
Code a clear explanation for this
should be provided. As Chair, Mr
Pratt continues to demonstrate
strong and ethical leadership while
fostering a productive and working
relationship with the Executive
Directors. Whilst Mr Pratt’s tenure
exceeds the recommendations
set out in the UK Code, the Board
notes the findings of the external
Board evaluation which called out
the Chair’s leadership as a specific
positive in the findings. The Board
also believes that the appointment
of a Senior Independent Director
and an externally facilitated
board evaluation mitigate, in the
short-term, any impact of non-
independence or long tenure of
the Chair. Furthermore, Mr Pratt is
put forward for annual re-election
at each AGM and has received
overwhelming shareholder support
to date.
In reviewing the Group’s corporate
governance practices in line with
the UK Code, during 2023, the
Nominations, Governance and
Sustainability Committee reviewed
the Board’s Chair succession plan
and, on the recommendation
of that Committee, the Board
approved a plan that will see
Mr Pratt step down as Chair of
the Board at the Company’s 2026
AGM which gives the Nominations,
Governance and Sustainability
Committee and the Board a period
of two years to identify a suitable
successor and to transition such
person into the role of Chair.
Independence
Of the existing Non-Executive
Directors, the Board has
determined that Paul Hogan, Sue
Webb, Jim Gaul, Liz Hoctor and
Valerie Sick are independent in
character and judgement and
that there are no relationships
or circumstances which could
materially affect or interfere with
the exercise of their independent
judgement. Maurice Pratt is not
deemed to be independent, as a
result of his tenure on the Board.
Time Commitment
Each Board member commits
sufficient time to fulfil their duties
and obligations to the Board and
the Group. Expectations in terms
of time commitment are clearly set
out in the terms of appointment of
all Non-Executive Directors
and the Board is satisfied that each
Director is committing sufficient
time to discharge their duties to
the Company and its shareholders
effectively.
There were nine formal meetings
of the Board during 2023. Details
of Directors’ attendance at those
meetings are set out in the
table below. The Chairman sets
the agenda for each meeting,
in consultation with the Chief
Executive Officer and the Company
Secretary. Board papers are
circulated to Directors in advance
of meetings.
Attendance at Board and Board Committee meetings in 2023
Board
Audit, Risk and
Compliance
Committee
Nominations,
Governance and
Sustainability
Committee
Remuneration
Committee
Director
M. Pratt
G. Rabbette
T. Dolphin
P. Hogan
S. Webb*
J. Berkowitz*
J. Gaul*
L. Hoctor*
9/9
9/9
9/9
9/9
8/9
8/9
8/9
8/9
-
-
-
6/6
8/8
-
8/8
8/8
3/3
3/3
-
3/3
-
3/3
3/3
-
-
-
-
1/1
2/2
3/3
-
-
Number of meetings attended during the period/Number of meetings held during the period
*Director absences related to different Board meetings. No individual meeting had less than
seven directors in attendance.
Board Committees
The Board has three permanent
Committees to assist in the
execution of its responsibilities.
These are the Audit, Risk and
Compliance Committee, the
Nominations, Governance and
Sustainability Committee and
the Remuneration Committee. Ad
hoc committees are formed from
time to time to deal with specific
matters.
Each of the permanent Committees
has terms of reference under which
authority is delegated to them by
the Board and copies of the terms
of reference of each Committee
are available on the Company’s
website: www.uniphar.ie. The Chair
of each Committee reports to the
Board on its deliberations, attends
the AGM and is available to answer
questions from shareholders
throughout the year.
The composition of each of the
committees is in line with the UK
Code. The current membership
of each Committee, details of
attendance, each member’s tenure,
and the roles and responsibilities
of each Committee are set out in
the individual Committee reports
on pages 87 to 109.
Audit, Risk and Compliance
Committee
The Audit, Risk and Compliance
Committee consists of three Non-
Executive Directors: Sue Webb,
Jim Gaul and Liz Hoctor. Sue Webb
was appointed as Chair of this
Committee during 2023 following
Paul Hogan leaving the Committee.
Sue Webb is considered by the
Board to be independent. Jim
Gaul also has extensive financial
experience and expertise. It
can be seen from the Directors’
biographical details appearing on
pages 73 to 74 that the members
of the Committee bring to it a wide
range of experience and expertise.
The Committee met eight times
during 2023.
The Chief Financial Officer, senior
members of the Group Finance
Team and the Head of Internal
Audit normally attend meetings
of the Committee, while the Chief
Executive Officer attends when
necessary. The external auditors
attend as required and have direct
access to the Committee Chair
at all times. During the year, the
Committee met with the external
auditors without management
being present.
Nominations, Governance and
Sustainability Committee
The Nominations, Governance
and Sustainability Committee
consists of the Chairman, the
Chief Executive Officer and three
Non-Executive Directors: Jim
Gaul, Paul Hogan and Valerie Sick.
Jim Gaul was appointed Chair of
this Committee during 2023 and
is considered by the Board to
be independent. The Committee
assists the Board in ensuring that
the composition of the Board and
its Committees is appropriate to
the needs of the Group.
In early 2023, the terms of
reference of this Committee were
expanded to include oversight
of sustainability matters and the
Committee was renamed as the
Nominations, Governance and
Sustainability Committee.
In discharging its responsibilities,
the Committee uses the services
of independent consultants, as
required.
Remuneration Committee
The Remuneration Committee
consists of two Independent Non-
Executive Directors: Paul Hogan
and Valerie Sick. Paul Hogan was
appointed Chair of this Committee
in January 2024 and is considered
by the Board to be independent.
The Committee receives advice
from leading independent
compensation and benefits
consultants, when necessary.
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Stakeholder Engagement
The Company has established a framework for stakeholder engagement which identifies the key
stakeholders of the Group and sets out the mechanisms for engaging and communicating with
them and details key responsibilities.
Stakeholder
How we Engage with Stakeholders
Shareholders
Employees
Customers /
Suppliers
Advisers
The Group believes that understanding and meeting shareholder needs and expectations
is a key business objective in and of itself. The Group has an active investor relations
programme and details of shareholder engagement and other communications with
shareholders during 2023 are set out in greater detail in this report.
With a workforce of over 3,000, communication is a key priority for the Group. The Group
recognises that an essential part of its continued success is the support and involvement
of its employees. Given the diverse range of functions throughout the Group, there is no
‘one size fits all’ approach to employee engagement and communication. The Group also
recognises the trade unions of which some of its employees are members and engages
with them as necessary. Jim Gaul has been appointed designated Non-Executive Director
for workforce engagement and further details of workforce engagement during 2023 are set
out in this report.
Customer and supplier satisfaction is key to the business of the Group and therefore the
Group must continually engage with its customers and suppliers to ensure satisfaction
and achievement of KPIs. The method of communication depends on the nature of the
relationship and the effectiveness of the communication strategy is kept under constant
review by the Group.
The Group has a number of long-standing and trusted advisers, in addition to new
engagements on an as-needed basis. Open communication between the Group and its
advisers ensures expectations are managed and optimum service levels are achieved.
Where appropriate, the Group encourages communication between its advisers to ensure a
cohesive approach.
Regulators
The Group takes its obligations to make notifications, filings and returns to various
Regulators seriously and seeks to ensure prompt, effective and transparent communication
with its Regulators.
Press / Media /
Public
The Group engages the services of a public relations consultancy to handle its media and
press communication and the Group Head of Strategy and Investor Relations also plays a
key role in communicating with this important stakeholder.
Communications with Shareholders
The Board is committed to engaging with the
international financial community and shareholders
on a regular basis. A dedicated investor relations
function is in place, focused on continuing to increase
awareness of Uniphar across the international
financial community and the Group has an investor
relations policy in place to:
» Outline the Company’s methods of communication
with shareholders
» Ensure that the Company communicates effectively
with all shareholders
» Ensure that the Company discloses information
correctly, in a balanced, transparent and timely way
and simultaneously to shareholders.
During 2023, the Company conducted more than 200 meetings and conference calls across over 140 existing and
prospective investors. A summary of key conferences is included below:
Date
Mar-23
Mar-23
Mar-23
Mar-23
May-23
May-23
May-23
May-23
Jun-23
Jul-23
Jul-23
Sep-23
Oct-23
Oct-23
Oct-23
Nov-23
Activity
Full-year Results and Roadshow
Davy/Peel Hunt UK & Ireland Equity Ideas Conference (Frankfurt)
Berenberg Conference (The Grove)
Goodbody Conference (Paris)
Edinburgh Roadshow
Copenhagen/Stockholm Roadshow
TP ICAP Midcap Conference (Paris)
Berenberg European Conference (New York)
Stifel Healthcare conference (Bordeaux)
London/Milan/Madrid Roadshow
US Roadshow (Toronto, New York, Denver, Salt Lake City)
Interim Results and Roadshow
London Roadshow
Berenberg UK opportunities conference (London)
Liberum Healthcare Conference (London)
Goodbody Conference (Dublin)
The Group’s focus on investor relations and the
growing interest from equity market participants is
evidenced by the growing pool of independent equity
analysts providing research coverage on the Group.
Engaging with the analyst community is a key part of
how Uniphar communicates with the capital markets.
During the year, Uniphar carried out over 40 calls
with analysts providing market updates and ongoing
Company education. Eight independent research
analysts now provide equity research on the Group.
Additionally, shareholders are kept up-to-date on
matters of a material substance and/or a regulatory
nature, including M&A activity, where relevant, via
announcements made through the regulatory news
service. On a day-to-day basis, the Group welcomes
ad hoc queries directly via telephone, post or email.
Up-to-date details and a variety of information that
may be of interest to shareholders are available on the
Group’s website: www.uniphar.ie. The Chair, the Senior
Independent Director and the Chairs of each Board
Committee are also available to investors to discuss
matters relating to their respective roles.
The Board is kept up-to-date with the views of
shareholders through regular updates from the
Group’s Head of Strategy, and Investor Relations
and the Company Secretary, following engagement
with shareholders. The Board also receives briefings
from the Group’s brokers on topics such as market
perception, investor feedback, the development of
our share register, as well as regulatory topics.
The Board views the Annual Report, as well as its
Interim Results, as key communication channels
through which progress in meeting the Group’s
objectives and updating its strategic targets can be
given to all shareholders. The Company’s AGM is
an opportunity for shareholders to meet with the
Chairman and other members of the Board. The
meeting is open to all shareholders, giving them the
opportunity to ask questions and raise issues during
the meeting or, more informally, following the meeting.
The results of the Company’s AGM are announced via
the regulatory news service. In 2023, the Company’s
AGM took place in-person and was also transmitted
via conference call.
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Corporate Governance Report
The Company also has a Significant Votes Against
a Resolution Procedure which ensures that when
20% or more of votes have been cast against the
Board’s recommendation for a resolution at a general
meeting of shareholders, the Board will engage with
shareholders and seek to understand their views
in relation to the significant vote against. Following
the 2023 AGM result, the Company acknowledged
that the voting results in respect of Resolution 4
(remuneration of auditors) passed with a majority of
less than 80% (67.55% votes in favour). In line with
the requirements of Provision 4 of the UK Code and
the Company’s policy, the Company commenced a
shareholder engagement programme which saw the
Company contact its top 24 shareholders including
the vast majority of those who voted against this
resolution in order to better understand and discuss
the reasoning behind their vote. We understand from
these engagements, including engagement calls held
prior to the AGM, that those who voted against this
resolution did so as a result of the level of non-audit
fees relative to audit fees during 2022.
During 2023, the Audit, Risk and Compliance
Committee continued to closely monitor the level of
non-audit fees and in that period the level of such
fees decreased to a level below the audit fees. Further
details on the level of non-audit fees is included on
page 91.
Workforce Engagement
Jim Gaul is the Board’s designated Non-Executive
Director for workforce engagement. The Board believes
that having a designated workforce engagement role
at Board level increases representation of the views of
our workforce at Board level.
Jim Gaul’s responsibilities, as designated workforce
engagement Non-Executive Director include:
» Liaising with the HR teams on the employee
engagement mechanisms in place across the
Group to ensure that they are effective and remain
relevant over time and developing a plan for formal
workforce engagement
» Assessing the output of workforce engagement
exercises to identify issues and trends arising and
working with the HR teams to implement a plan to
address any such issues and trends
» Briefing the Board regularly on proposals for future
workforce engagement and the outcomes from any
engagement undertaken
» Ensuring that the views and interests of employees
are considered by the Board.
Workforce engagement activities in 2023 across the
divisions included:
» Uniphar Supply Chain & Retail reached a three year
pay agreement expiring in December 2025 following
extensive direct and third party engagement. The
acquisition of the McCauley Group and the subse-
quent integration of the support office and phar-
macy teams was central to the retail focus.
» The Uniphar Pharma division carried out an engage-
ment survey across the Pharma business unit, to
support the creation of the new divisional structure,
bringing together our Product Access division with
our Pharma Services business unit.
» The re-branding in the Uniphar Medtech division,
creating an umbrella brand for all our UK, Ireland
and continental European Medtech businesses,
provided multiple engagement touchpoints with the
divisions workforce.
In 2023, we established an ED&I Committee with
participation from across all geographies and
disciplines within the business and this Committee
drove the launch of group-wide Equity, Diversity, and
Inclusion (ED&I) awareness training for all staff.
Compliance with Section 172 U.K. Companies Act 2006
The UK Code provides that while considering the views
of shareholders, the Board should also understand
the views of the Company’s other key stakeholders
and describe how their interests and the matters set
out in Section 172 of the UK Companies Act 2006
have been considered in Board discussions and
decision-making. While Section 172 is a provision of
UK company law, and there is no direct comparator
in the Irish Companies Act 2014, the Board believes
that, as a company listed on AIM in the UK, with
significant business operations there and in the spirit
of compliance with the UK Code, it is important to
address these provisions.
The Directors are confident that they have acted to
promote the success of the Company for the benefit
of shareholders, whilst having regard to provisions (a)
to (f) of Section 172.
Section 172 Matters
How the Board had regard to these
matters
Relevant Annual Report
Section
(a) The likely consequences of any
decision in the long-term
» Strategic planning
» Budgets and forecasting
» Sustainability Metrics
» ROCE
(b) The interests of the Company’s
employees
» Designated Workforce Engagement
Non-Executive Director
» Employee polls
(c) The need to foster the
Company’s business relationships
with suppliers, customers
and others
» Strategic planning
» Business Model considerations
» Divisional updates
Strategic Report pages 11
to 70
People & Culture pages 37
to 38
Sustainability and
Governance pages 39 to 62
Our Strategy page 21
Business Model page 23
Business Review pages
31 to 36
(d) The impact of the Company’s
operations on the community and
the environment
» Integrating Sustainability into
strategy discussions
» Regular Sustainability updates
Sustainability and
Governance Report pages
39 to 62
(e) The desirability of the Company
maintaining a reputation for high
standards of business
to Board
» Targets and metrics to monitor
performance against KPI
» Unity for Hope and community
involvement initiatives
» Whistleblower Policy including
external reporting line
» Group-wide Code of Conduct
» Group-wide ED&I Policy
» Modern Slavery Policy
» Anti-bribery and Corruption Policy
People & Culture pages 37
to 38
Corporate Governance
Report page 76
(f) The need to act fairly between
members of the Company
» Extensive Investor Relations
Programme
» 20% Votes Against Policy
Corporate Governance
Report page 76
Internal Control and Risk Management
The Directors have overall responsibility for the
Group’s system of internal control and for reviewing
its effectiveness. This system is designed to help the
Group meet its business objectives, by appropriately
managing, rather than eliminating, the risks to those
objectives. Through the activities of the Audit, Risk and
Compliance Committee, the effectiveness of these
internal controls is regularly reviewed.
The Group’s Risk Management Policy is designed to
provide the framework to identify, assess, monitor,
and manage the risks associated with the Group’s
business. Further details on the Group’s material risks
and risk management framework are set out on pages
63 to 70.
Culture
2023 saw a continued focus on culture and values at
Board discussions with updates on these topics pre-
sented to the Board during the year.
The Schedule of Matters Reserved for the Board in-
cludes obligations on the Board to:
» Embody and promote a corporate culture that is
based on sound ethical values and behaviours and
use it as an asset and a source of competitive
advantage
» Establish a framework for setting, promoting, moni-
toring, and assessing culture.
During 2023, the Board received regular updates on
a number of culture initiatives. Further details on
culture at Uniphar during 2023 are set out in the
People & Culture section on page 37.
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86
Audit, Risk and Compliance Committee Report
The Committee plays a
key role in the governance
of the Group’s financial
reporting, risk management,
compliance processes and
overseeing internal and
external audit processes.
Sue Webb Chair
Committee Members
Sue Webb (Chair)
Jim Gaul
Liz Hoctor
I am pleased to present the Audit, Risk and
Compliance Committee report for the 2023
financial year. This report provides details on how
the Committee has discharged its responsibilities
and an update on its areas of focus during the
2023 financial year together with the priorities
for the Committee for 2024. I am pleased to have
taken the Chair role in August 2023 after the
departure of Paul Hogan from the Committee.
Roles and Responsibilities
The Committee is responsible for ensuring that the
financial performance of the Group is accurately
reported. The Committee’s role includes:
» Monitoring the integrity of the financial
statements of the Group;
» Reviewing significant financial reporting issues
and judgements;
» Reviewing the effectiveness of the internal
controls;
» Monitoring and reviewing the effectiveness of the
Group’s internal audit function; and
» Making recommendations to the Board on the
appointment or removal of the external auditors as
well as approving their remuneration and terms of
engagement and evaluating their performance.
Attendance Record
Number of meetings held where member
was eligible to attend
Number of meetings attended out of eight
Sue Webb (Chair)
Jim Gaul
Liz Hoctor
Paul Hogan (former member)
Length of Tenure
Appointment date
Sue Webb (Chair)
Jim Gaul
Liz Hoctor
Sep 2020
Jan 2021
Jan 2021
Paul Hogan (former member)
Jun 2019 – Aug 2023
A copy of the terms of reference of the Committee is
available on the Group’s website, www.uniphar.ie
Membership
The Committee is currently
composed of three independent
Non-Executive Directors. The
biographical details of each
member are set out on page
73 to 74. Each member brings
considerable commercial,
governance and regulatory
experience to the Committee. Paul
Hogan, who had formerly held the
role of Chair, left the Committee
in August 2023. I would like to
thank my fellow colleagues on
the Committee for their support
during the year and, in particular,
Paul Hogan, for his valuable
contribution to the work of the
Committee over several years.
Meetings of the Committee
The Committee met eight times
during 2023. The Chief Financial
Officer, the Group Finance Director,
the Group Financial Controller
and the Head of Internal Audit
attend meetings of the Committee
while the Chief Executive Officer
attends when necessary. When
required, other key executives and
senior management are invited
to attend, to present and provide
deeper insights on various topics
as required by the Committee.
The external auditor attends as
required and has direct access to
the Committee Chair at all times.
During the year, the Committee met
with the external auditors without
management being present.
Areas of Focus
The focus of the Committee during
the year continued to be the review
and monitoring of the integrity
of the financial statements and
significant judgements therein;
the review of internal controls and
risk management processes; the
effectiveness of the Internal Audit
function; overseeing the external
audit relationship and advising
the Board on whether the Annual
Report, taken as a whole, is fair,
balanced and understandable.
Further details on the work carried
out in these areas are set out on
the following pages.
In addition, the Committee spent
time on the following:
» Reviewing the Group Risk
Framework including the risk
strategy, risk appetite and the
principal risks described on
pages 63 to 70
» Reviewing the Group’s insurance
programme
» Receiving updates on functional
areas including tax, treasury,
data protection, cybersecurity
and related policies
» Reviewing detailed presentations
from divisional finance leaders
on their individual business units.
AUDIT, RISK AND COMPLIANCE COMMITTEE ACTIVITIES
Financial reporting
Review the annual and interim reports and related statements
Consider accounting policies and the impact of new accounting standards
Review the Annual Report, and confirm if it is fair, balanced and understandable
Consider key audit and accounting issues and judgements
Review principal risks and uncertainties
Review goodwill impairment assessments
Review the accounting for significant acquisitions
Approve going concern assessment and the Viability Statement
Governance
Corporate governance update
Risk management review
Policy reviews: Treasury, Tax, Data Protection, Conflicts of Interest,
Anti-Bribery and Corruption, Acquisition & Strategic Projects, Whistleblowing
Directors’ Compliance Statement policy and procedures
Review of Group insurance programme
Approve and review the internal audit plan and resources
Review internal audit reports and monitor progress on open actions
Assess the principal risks and effectiveness of internal control systems
Internal audit and risk
management controls
External auditors
Review the auditors’ independence, objectivity, performance and effectiveness
Approve the audit engagement letter and audit fees
Approve the audit plan and identify significant risks
87
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UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Audit, Risk and Compliance Committee Report
88
Audit, Risk and Compliance Committee Report
Financial Reporting and Key Areas
of Focus
The Committee has an important
role in providing the Board with
assurance as to the integrity of
the Group’s financial reporting
processes and the Group financial
statements. As part of this role, the
Committee considers significant
accounting policies and judgements
and any changes made to them.
The Committee found the
methodology to be robust and
the results of the assessment,
together with the disclosures
in Note 10 (Intangible Assets),
to be appropriate. The goodwill
impairment test was a particular
focus for the external auditors,
who provided a detailed
assessment of their analysis to
the Committee.
were no material uncertainties
that cast a significant doubt on
the Group’s ability to continue as
a going concern. The application
of the going concern basis of
preparation of the financial
statements continued to be
appropriate and the Committee
recommended the approval of the
Viability Statement.
Internal Audit
The Group operates an Internal
Audit function which reports directly
to the Committee. The Committee
is responsible for monitoring
and reviewing the operation and
effectiveness of the Internal Audit
function including its focus, plans,
activities and resources.
The Head of Internal Audit reports to
each meeting of the Committee on:
» The results of each audit and any
special investigations completed
» Status of audits in progress
» Updates on the implementation
of agreed audit actions
» Reviews undertaken on newly
» Business Combinations
During the financial year, the
Group announced the acquisition
of two businesses, plus the
acquisition of three independent
community pharmacies. For
each of these acquisitions,
the Committee discussed
with management and the
external auditors the accounting
treatment of the consideration
paid, the costs incurred for each
transaction and the related
judgements. The Committee is
satisfied that the accounting
treatment is appropriate.
» Exceptional Items
acquired subsidiaries.
The Committee constructively
challenged management’s
judgement on the classification
of exceptional items. The
Committee also considered the
appropriateness of the related
disclosures and concluded that
both the judgements made
and disclosures proposed were
reasonable.
The Committee reviewed and
approved the annual Internal Audit
plan for the year and ensured the
function is adequately resourced
to deliver the plan. The Head of
Internal Audit has direct access to
the Chair of the Committee and
meets without other members of
management present as necessary.
» Going Concern and
Viability Statement
The Committee assessed the
effectiveness of the process
undertaken by management
to evaluate going concern.
This included reviewing and
challenging the assumptions
used by management in
modelling projected cashflows
considering the principal risks
and uncertainties facing the
Group. The Committee also
considered the Group’s financing
facilities, future funding plans
and committed outflows
including deferred contingent
consideration and committed
capital expenditure. The
Committee is satisfied that there
The Committee reviewed the
following in respect of the year to
31 December 2023:
» The Group’s Interim Report for
the six months ended 30 June
2023
» The Preliminary Announcement
and Annual Report for the year
ended 31 December 2023
» The Group’s Trading Updates
issued in July 2023 and January
2024.
The Committee reviewed the key
areas in which estimates and
judgement had been applied in
the preparation of the financial
statements including, but not
limited to:
» Assessment of the Carrying
Value of Goodwill
The Committee considered the
carrying value of goodwill in
the 2023 financial statements
together with the recoverability
of the carrying value through
future cash flows. For the
purposes of its annual
impairment testing process, the
Group assesses the recoverable
amount of each of the Group’s
cash generating units (CGUs)
based on the calculation of the
value-in-use. The Committee
reviewed the goodwill
impairment methodology and
specifically assessed the key
assumptions used to estimate
the recoverable amount of each
group of CGUs, including future
cash flows and discount rates
applied in the calculation of
the value in use, along with the
sensitivity analysis performed.
PwC also presented the
Committee with their evaluation
of the impairment review
process.
The Committee has determined
that taxation services, which are
permissible under the relevant
auditor independence rules, may
be procured by the Group from
our auditors. The Committee has
also determined that the auditor,
subject to appropriate safeguards
on their independence, may be
engaged to provide permitted
financial due diligence services.
PwC are not engaged for any other
permitted non audit work.
As an acquisitive Group, Uniphar
is cognisant of the efficiencies
which arise from its transaction
advisors having essential historic
knowledge of tax and transactional
matters, and this also gives rise
to efficiencies and effective cost
control. As a Group operating
across multiple jurisdictions,
the Committee believe that it
is essential for its transaction
advisors to have an overarching
understanding of the broader tax
considerations of the Group and
as such, believe the ongoing use of
PwC to perform transaction related
tax due diligence is justified in the
best interest of the Group.
Fair, Balanced and Understandable
The Committee, on behalf of the
Board, reviewed the content of the
Annual Report and Consolidated
Financial Statements to ensure
that, taken as a whole, it is fair,
balanced and understandable, and
provides the information necessary
for shareholders to assess the
Group’s and the Company’s
performance, position, business
model and strategy.
The Committee considered the
following in reaching its conclusion:
» The timetable for the co-
ordination and preparation of the
Annual Report and Consolidated
Financial Statements;
» Management’s process for
review of content with a focus
on consistency and balance; and
» The senior finance management
process through which the
narrative and financial sections
of the 2023 Annual Report were
assessed to ensure that the
criteria of ‘fair, balanced and
understandable’ were achieved.
Management ensured that
the draft Annual Report and
Consolidated Financial Statements
were available to the Committee
in sufficient time for review
in advance of the Committee
meetings to facilitate adequate
discussion at the meetings.
Following discussions with
management, and having
considered the above, the
Committee confirmed to the
Board that the Annual Report and
Consolidated Financial Statements,
taken as a whole, is fair, balanced
and understandable. Furthermore,
the Committee noted the formal
review by PwC in relation to the
Annual Report.
Viability Statement
The Committee is responsible for
ensuring that there is a robust
process in place to allow the Board
to make the Viability Statement,
in accordance with Provision 31 of
the 2018 UK Corporate Governance
Code. The Committee reviewed the
process that management have
adapted and the stress testing
of assumptions performed. The
Committee confirmed to the Board
that it is comfortable with the
process that has been followed to
make the Viability Statement on
page 113.
Whistleblowing and Fraud
Arrangements
The Board is responsible for
overseeing whistleblowing
and ensuring that the Group
maintains suitable whistleblowing
arrangements. The Group has
a Whistleblowing Policy and an
external service that enables
employees to raise concerns in
a confidential and anonymous
manner. During the year, the
Committee reviewed this policy and
process. The Committee is updated
if any cases are raised, and none
have been reported in 2023.
External Audit
The Committee is responsible for
overseeing the Group’s relationship
with the external auditor, including
reviewing the effectiveness and
quality of their performance,
their external audit plan, their
independence from the Group and
their audit fee proposals.
Audit plan
The external auditor presented
their audit plan to the Committee
prior to the commencement of the
2023 year end audit highlighting
their areas of focus, work plan and
resources. During the year, the
Committee met with the external
auditor, without management
being present. This provided an
opportunity for direct dialogue
with the Committee on their areas
of focus along with the key audit
management letter points.
Independence and Objectivity
The Committee is responsible for
ensuring that the external auditor
is objective and independent. PwC
as external auditor is precluded
from engaging in certain non-audit
services which would compromise
its independence, violate laws
and regulations and affect its
appointment as external auditor.
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UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Audit, Risk and Compliance Committee Report
90
At year end the Committee performed a review of the
audit and non-audit services provided by the external
auditor and the fees charged for those services
in respect of the year ended 31 December 2023.
Following this review and the confirmation in writing
received from the Group’s external auditor re-affirming
its independence and objectivity, the Committee is
satisfied as to PwC’s independence and objectivity.
The Committee will continue to closely monitor the
non-audit services provided by the external auditor.
As a listed entity, the external auditor is required
to rotate the audit partner responsible for the
Group audit every five years. The current audit
partner, Damian Byrne, has completed his fourth
year on the engagement.
Priorities for 2024
The Committee will continue to focus on the key areas
of judgement, financial reporting processes and risk
management. The Committee will also take a proactive
approach in anticipating and preparing for upcoming
legislative and regulatory changes, particularly in
the area of climate change and sustainability. Global
macroeconomic challenges remain omnipresent
and the Committee and Board remain committed
to the ongoing enhancement of risk and financial
management across the Group.
On behalf of the Committee:
Sue Webb
Chair of the Audit, Risk and Compliance Committee
Audit, Risk and Compliance Committee Report
During 2023, as presented in the financial statements, the total non-audit fees received by PwC was
€1,121,000 and less than the total audit fees of €1,369,000. A breakdown between PwC Ireland and overseas
offices is presented below. This represents a ratio of 1:0.82 of audit fees versus non-audit fees paid to PwC
Ireland and 1:0.82 (2022: 1:1.33) of audit fees versus non-audit fees paid to PwC globally.
The non-audit services performed by PwC during the year can be broken down as follows:
1) Taxation services (including tax compliance, tax due diligence and advisory in respect of M&A and other
tax consultancy)
2) M&A due diligence and advisory (non-tax).
The breakdown of fees under each heading is illustrated on the below table as a percentage of audit fees:
2023
2022
PwC
Ireland
€’000
PwC
Overseas
€’000
Total
€’000
PwC
Ireland
% of
Audit Fee
PwC
Ireland
€’000
PwC
Overseas
€’000
Total
€’000
PwC
Ireland
% of
Audit Fee
Audit of Group accounts
M&A – Advisory other
Tax compliance services
M&A – Tax advisory services
Other – Tax advisory services
Total
1,147
300
1,447
181
455
–
636
2,083
Audit fee: Non-Audit fee ratio
1 : 0.82
222
–
222
182
3
–
185
407
1,369
300
1,669
363
458
–
821
2,490
1 : 0.82
26%
16%
40%
0%
82%
1,125
230
1,355
181
536
31
748
2,103
1 : 0.87
–
–
–
81
426
10
517
517
1,125
230
1,355
262
962
41
1,265
2,620
1 : 1.33
20%
16%
48%
3%
87%
Ratio of Audit fees:Non-audit fees
1.4
1.3
1.2
1.1
1.0
0.9
0.8
0.7
2021
2022
2023
The ratio of non-audit fees to audit fees paid to PwC as
auditor was closely monitored by the Committee during
2023. Prior to the Company’s AGM in 2023, the Chair of the
Committee, together with the Chair and Company Secretary,
engaged with several large shareholders in relation to
the level of non-audit fees paid to PwC in prior years. At
the Company’s 2023 AGM, Resolution 4 (remuneration of
auditors) passed with a majority of less than 80% (67.55%
votes in favour). Following the AGM result, a shareholder
engagement programme was commenced which saw the
Company contact its top 24 shareholders including the
vast majority of those who voted against this resolution
in order to better understand and discuss the reasoning
behind their vote. We understand from these engagements,
including engagement calls held prior to the AGM, that
those who voted against this resolution did so as a result
of the level of non-audit fees relative to audit fees during
2022. The Committee continued to closely monitor the level
of non-audit fees paid to the Company’s auditors as well as
other firms during the year and the level of non-audit fees
decreased below the level of audit fees during 2023.
Ratio of
Audit
fees:Non
-audit
fees
91
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UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Audit, Risk and Compliance Committee Report
92
Nominations, Governance and Sustainability Committee Report
The Committee continues to oversee
succession planning for the Board
and senior management and assess
the leadership needs for the Group.
The Committee also oversees the
Group’s corporate governance
compliance and sustainability agenda.
Jim Gaul Chair
Attendance Record
Number of meetings held where member
was eligible to attend
Number of meetings attended out of three
Jim Gaul (Chair)
Jeff Berkowitz
Maurice Pratt
Ger Rabbette
Paul Hogan
Length of Tenure
Appointment date
Jim Gaul (Chair)
Paul Hogan
Maurice Pratt
Ger Rabbette
Jeff Berkowitz*
Valerie Sick
Jan 2021
Sept 2020
Oct 2009
Sept 2020
Sept 2020
Jan 2024
* Jeff Berkowitz resigned from the Board in January 2024
Committee Members
Jim Gaul (Chair)
Maurice Pratt
Ger Rabbette
Paul Hogan
Jeff Berkowitz
Valerie Sick
On behalf of the Nominations, Governance and
Sustainability Committee, I am pleased to present
the report of the Committee for the year ended 31
December 2023. This provides a summary of the
Committee’s role and responsibilities, and how the
Committee discharged these during 2023.
Membership
The members of the Committee are set out in the
table opposite, along with the date of appointment
of each member and details of their attendance at
Committee meetings during the year. The biographies
and skills of each Committee member are set out on
pages 73 to 74.
The Committee is appointed by the Board and the
terms of reference of the Committee state that the
composition should comprise of a minimum of three
Directors, the majority of whom must be Independent
Non-Executive Directors. This Committee comprises
a majority of Independent Non-Executive Directors, in
line with UK Code requirements.
Each appointment to the Committee is for a term
of up to three years. This term may be extended by
up to two further three-year terms, provided the
Director in question continues to meet the criteria
for membership of the Committee. The terms of
reference of this Committee also provide that the
Chairperson of the Board shall be a member of this
Committee and, as such, Maurice Pratt continues
his position on this Committee even though his
tenure has exceeded three consecutive terms.
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UNIPHAR PLC ANNUAL REPORT 2023
Under the terms of reference,
the Chair of the Committee may
be either the Chair of the Board
or another Independent Non-
Executive Director.
Meetings of the Committee
The Committee met three times
during 2023. The principal matters
dealt with by the Committee
during 2023 included:
Role of the Committee
The Committee is responsible for
overseeing succession planning for
the Board and senior management
and assessing the leadership
needs for the Group to enable
it to compete effectively. The
Committee also oversees the
Group’s corporate governance
compliance. In early 2023, the
role of the Committee was
extended to include oversight of
the Group’s sustainability strategy.
The Committee will be supported
in its work by the Group’s newly
appointed Head of Sustainability
who works with the Sustainability
Council which has been in place
across the business since 2020.
The terms of reference of the
Committee were updated to
include oversight of the Group’s
sustainability strategy.
The Committee’s specific roles
include:
» Reviewing the structure, size
and composition of the Board
including the skills, knowledge,
experience and diversity of the
Directors
» Making recommendations to the
Board with regard to any chang-
es to its composition or that of
the Committees
» Identifying and nominating can-
didates to fill Board vacancies
» Reviewing the results of Board
performance evaluation process-
es that relate to composition of
the Board
» Succession planning for senior
management
» Monitoring the Company’s com-
pliance with corporate govern-
ance best practice
» Overseeing of the Group’s sus-
tainability strategy and monitor-
ing progress against the Group’s
sustainability KPIs.
A copy of the terms of reference of
the Committee is available on the
Group’s website: www.uniphar.ie
1. Expanding the remit of
the Committee to include
sustainability oversight
2. Board appointment process and
the appointment of Valerie Sick
as a new Non-Executive Director
3. Approval of the Board Diversity
Policy and related diversity
targets
4. Review of Board Committee
composition and the
recommendation of changes
including new Committee Chairs
5. Review of findings of the
external Board evaluation and
development of a roadmap to
achieve the recommendations
put forward in that report
6. Chair succession planning
including a recommendation
of proposed timeline for Chair
succession
7. UK Code compliance review
8. Shareholder engagement
strategy in respect of 2023 AGM
9. Review of new Group-Wide
Supplier Code of Conduct
aligned to the Group’s
sustainability objectives and
updated Modern Slavery
Statement
10. Review of Group roadmap for
compliance with the Corporate
Sustainability Reporting
Directive.
Board and Committee Composition
Appointments and Resignations of
Non-Executive Directors
During 2023, the Committee
engaged in a recruitment process
to identify a suitable Non-Executive
candidate for appointment to the
Board. As part of this process the
Committee evaluated the balance
of skills, experience, independence,
diversity and knowledge on the
Board in light of the Group’s
current strategic objectives, taking
into account succession planning
considerations. In this regard the
Committee referenced the external
Board evaluation (which had not
identified any particular skills gaps
on the Board) and the Board’s
commitment to increase female
representation on the Board.
Following that process, the
Committee prepared a description
of the role and capabilities
required for the new appointment
which included European
experience in a relevant market
with a commercial focus. Korn
Ferry, an external recruitment
consultancy which does not have
any other connections with the
Company or its directors, provided
a list and biographical details of
suitable candidates for the role
and this list was supplemented
with proposed candidates
identified by Board members.
Following the compilation of a
list of potential candidates, the
Committee identified a short-list
of candidates who met the sought
criteria. Each candidate was
assessed against an objective list
of criteria and three candidates
were brought forward for interview
by the Chair and the Committee
Chair. Following the interview
process, the Committee met to
consider the candidates and to
receive feedback on the interviews
conducted. In January 2024,
Valerie Sick was appointed to the
Board on the recommendation of
the Committee.
In January 2024, Jeff Berkowitz
resigned from the Board following
a three-year term. On behalf of the
Committee and the Board I would
like to extend thanks to Jeff for
his commitment and contributions
to the Committee and the Board
during his term.
Elections and re-elections at AGM
The Articles currently provide that,
in line with the provisions of the
UK Code, all Directors must retire
annually and, if eligible, present
themselves for re-election to the
Board. At the Company’s AGM on
11 May 2023, each Director was put
forward for re-election and each
Director was re-elected to the
Board by the shareholders.
GOVERNANCE
Nominations, Governance and Sustainability Committee Report
94
Nominations, Governance and Sustainability Committee Report
External Board Evaluation
In late 2022, Deloitte were
appointed to conduct an external
board evaluation to identify areas
of focus for the future and to
assist the Committee and the
Board in planning for the future
evolution and succession of the
Board and its Committees.
The external board evaluation
included a review of a broad variety
of board materials and policies,
and each director responded
to a formal board evaluation
questionnaire and individual
interviews were conducted with
each director. The evaluation also
included attendance at a Board
meeting of the Company by the
external evaluator. The findings
and recommendations of the
Board evaluation (the ‘Report’)
were presented to the Board in
May 2023 and a summary of the
key findings and recommendations
are set out on page 80.
The Committee has met a number
of times since the Report was
presented to the Board and has
prepared a plan for implementing
the recommendations from the
Report and to considering the
findings of the Report in matters
such as new appointments and
succession planning.
Boardroom Diversity
The Board believes that appointing
the best people to the Board is
critical to the success of the Group
and as a result all appointments to
the Board are made on the basis
of merit. The Board recognises that
diversity is an essential element
in building long-term business
success and ensures that different
perspectives are introduced into
Board discussions. The Board is
keen to ensure that the Group
benefits from the expertise and
insights of a high-quality diverse
Board comprising individuals with
an appropriate balance of skills
and experience.
ethnic backgrounds, cognitive
and personal strengths, skills,
professional and industry
backgrounds, geographical
experience and diversity of
thought. The Board is conscious
that in a business operating
on a global scale, diversity of
geographic location of Directors,
representative of the geographic
location of the Group’s main
operations, is essential to provide
context and insight to market
conditions and the Committee
continues to keep ethnic diversity
and geographic location of
Directors under consideration in
succession planning.
In January 2023, the Board, on
the recommendation of the
Committee, approved a Board
Diversity Policy to formalise
and expand on the Board’s
commitment to diversity,
previously included in the Board
Appointments Policy. The Board
Diversity Policy sets out the
Board’s commitment to diversity in
succession planning, to ensure an
inclusive and diverse Board.
Following the appointment of
Valerie Sick to the Board in January
2024, three out of eight of the
Directors on the Board are female,
which represents 37.5% of the
Board and an increase in female
representation on the Board in the
period from 25% to 37.5%.
Uniphar is also committed to an
ongoing focus on developing our
global talent pool and building a
more diverse leadership team for
the future. During the year, the
Group launched Group-wide ED&I
training. Further details on this
training and other Group-wide
initiatives to promote ED&I are
set out in the Sustainability and
Governance Section on page 45.
As at 31 December 2023, women
accounted for 28% of senior
management and 69% of total
employees across the Group.
Diversity and equality in all
aspects remain key values in
relation to Board appointments,
to include gender, social and
Board Committee Composition
The composition of all Board
Committees is in line with the
recommendations of the UK Code.
The Audit, Risk and Compliance
Committee and the Remuneration
Committee each comprise 100%
Independent Non-Executive
Directors and the Nominations,
Governance and Sustainability
Committee comprises a majority
of Independent Non-Executive
Directors.
During 2023, the Committee
reviewed the composition of the
Committees and recommended
the rotation of the Chairs of each
of the Board Committees with
each having served a three-year
term in that role. In January 2024,
following the resignation of Jeff
Berkowitz and the appointment
of Valerie Sick to the Board, the
compositions of the Committees
were also updated. Details of
the current composition of each
Committee are set out on pages 73
and 74.
Succession Planning
Ensuring that there are robust
succession plans in place at
Board and senior management
level is fundamental to the long-
term success of the Group. Board
succession was a continued focus
of the Committee in 2023. One of
the recommendations from the
external Board evaluation was the
review and updating of the Board
succession plan to provide further
detail with continued structured
focus on Chair succession
planning.
The Committee is actively
reviewing the Board succession
plan and the appointment of
Valerie Sick in early 2024 followed
a review of the needs of the Board
and the skills the Committee and
the Board believed were most
relevant to the Board at this time.
Board succession planning will
continue to be an area of focus for
the Committee into 2024 to take
account of the recent changes to
the Board composition.
Length of Tenure
The length of tenure on the Board
and on the three main Board
Committees as at 31 December
2023 is set out below:
Board of
Directors
Years
Audit, Risk and
Compliance
Committee
Years
Remuneration
Committee
Years
Nominations,
Governance and
Sustainability Committee
Years
Executive Directors
Ger Rabbette
Tim Dolphin
Non-Executive Directors
Maurice Pratt
Paul Hogan
Sue Webb
Jeff Berkowitz*
Jim Gaul
Liz Hoctor
Valerie Sick*
Average tenure
13.8
13.4
20.5
4.5
4.5
3.3
3.0
3.0
-
8.25
-
-
-
-
3.3
-
3.0
3.0
-
3.1
-
-
-
0.3
-
3.3
-
-
-
1.8
3.3
-
14.2
3.3
-
3.3
3.0
-
-
5.42
* Valerie Sick was appointed to the Board and Jeff Berkowitz resigned from the Board following the end of the
relevant reporting year.
Chair Tenure
Maurice Pratt joined the Board as
a Non-Executive Director in 2003
and was appointed Chair of the
Board in 2009. The Board and the
Committee are cognisant that
Provision 19 of the UK Code states
that the Chair should not remain
in post beyond nine years from the
date of first appointment to the
Board. However, the Board and the
Committee are also cognisant that
the UK Code allows some flexibility
in relation to Chair tenure, to
facilitate effective succession
planning and the development
of a diverse Board. In light of the
significant transition in Board
and Committee composition in
recent years, the Board believes
that the leadership, governance
and direction from the Chair is
essential to maintaining stability
and the effective operation of the
Board, in the near term.
Effective succession planning
for the Chair is a key objective of
the Committee and the Senior
Independent Director and the
Committee are aware that where
the tenure of the Chair exceeds
the recommendations of the UK
Code, a clear explanation for this
should be provided.
During 2023, the Committee
reviewed the Chair succession
plan in light of the provisions
of the UK Code and following
consultation with the Chair and
the Senior Independent Director,
the Committee recommended to
the Board that Mr Pratt continue
in his role as Chair until the
Company’s AGM in 2026 and
that in the interim period the
Committee will work to identify
a suitable successor for the role
and will assist in transitioning
that person into the role of Chair.
The Chair will not be involved in
the successor selection process.
The Committee and the Board
believe that this timeline allows
for an effective transition period
whilst also being cognisant of
the requirements of the UK Code
and reflects the very positive
conclusions in the external Board
evaluation in relation to the
Chair’s leadership.
Corporate Governance Compliance
During the year the Committee
reviewed the findings of the
external Board evaluation
and prepared a plan to
ensure implementation of the
recommendations set out in
that plan. The Committee also
conducted a gap analysis against
the UK Code and considered the
views expressed by shareholders
as part of the Group’s shareholder
engagement during the year.
Sustainability Oversight
The Group’s sustainability strategy
revolves around five pillars
of sustainability – 1) People
& Workplace, 2) Community
Involvement, 3) Environment and
Sustainability, 4) Governance
Quality & Compliance and
5) Business Solutions and
Innovation. During 2023, the
Committee received updates in
relation to the Group’s progress
in setting and monitoring key
performance indicators across
each pillar together with details
of the Group’s roadmap towards
compliance with the Corporate
Sustainability Reporting Directive.
The Committee also considered
the Group’s external submissions
to CDP and SBTi and in early 2023,
the Committee recommended
a new Board Diversity Policy
outlining key objectives for the
Board’s diversity targets.
Areas of Focus for 2024
In 2023, the Committee focused
on applying the recommendations
of the external Board evaluation
with further changes to Board and
Committee composition. 2023
also saw an extended focus of
the Committee into sustainability
matters. In 2024, the Board will
continue to focus on Board and
senior management succession
planning, including planning for
Chair succession from 2026 and
will also continue to work with
senior management to further the
Group’s sustainability objectives
and prepare for compliance with
the Corporate Sustainability
Reporting Directive.
On behalf of the Committee:
Jim Gaul
Chair of the Nominations,
Governance and Sustainability
Committee
95
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UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Nominations, Governance and Sustainability Committee Report
96
Remuneration Committee Report
The Committee focuses
on ensuring executive and
senior management are
appropriately incentivised to
deliver long term sustainable
growth for the Group.
Paul Hogan Chair
Attendance Record
Number of meetings held where member
was eligible to attend
Number of meetings attended out of three
Paul Hogan (Chair)
Jeff Berkowitz
Sue Webb
Length of Tenure
Appointment date
Paul Hogan (Chair)
Sept 2023
Jeff Berkowitz
Jan 2021 – Jan 2024
Sue Webb
Valerie Sick*
Jun 2019 – Sept 2023
Jan 2024
*Valerie Sick was appointed to the Committee after the end of
the relevant reporting year.
Committee Members
Paul Hogan (Chair)
Jeff Berkowitz
Sue Webb
Valerie Sick
As Chair of the Remuneration Committee, I am
pleased to present the report for the Committee for
the year ended 31 December 2023.
Role of the Committee
The Committee’s main duties are to:
» Determine the Group’s policy on executive and
senior management remuneration
» Review the suitability of performance
measurement criteria for the Executive Directors,
the Chairman and key senior management
» Review the notice periods for Executive Director
employment contracts
» Determine compensation arrangements for early
termination of employment contracts
» Administer LTIP schemes and Share Option
Schemes for Executive Directors and key senior
management
» Review the performance of Executive Directors
against key performance indicators for the
purposes of determining annual bonus
entitlements and make recommendations to the
Board about pay out level.
Committee Composition
I was appointed Chair of the Committee in January
2024 following the resignation of Jeff Berkowitz. The
Committee currently consists of three non-executive
directors that are considered by the Board to be
independent in line with the provisions of the UK
Code and the terms of reference of the Committee.
Biographies of each Committee member are set out
on pages 73 to 74.
97
97
UNIPHAR PLC ANNUAL REPORT 2023
The objective of this Report is
to provide the shareholders with
information, to enable them to
understand the remuneration
structures in place and how
they relate to the Group’s
financial performance. The
report also provides a summary
of the Committee’s roles and
responsibilities and how these were
discharged during 2023.
Performance in 2023
The Group delivered a strong
performance during 2023 and saw
Gross Profit increase by 27.1% from
€306.7m to €390.0m, with gross
profit organic growth of 5.6% and
EBITDA increasing by 17.7% from
€98.6m to €116.0m. The strong
profitability is reflected in a robust
Return on Capital Employed for the
year of 15.2%. This performance
in 2023 was during a year that
saw global inflationary pressures
together with economic and
political uncertainty. A detailed
summary of the Group’s financial
performance during 2023 is set out
in our Financial Review section of
this Report on page 27.
Shareholder Return in 2023
In May 2023, the Group paid a
final dividend to shareholders
of €3.1m in respect of the year
ended 2022 and in October
2023 the Group paid an interim
dividend of €1.8m. As a result of
the Group’s strong performance in
2023, it is proposed that, subject
to shareholder approval at the
Group’s AGM in May 2024, a final
dividend of €3.2m will be paid to
shareholders on the register at
19 April 2024.
The Committee has ensured
that the disclosures in relation
to the remuneration structures
reflect best corporate governance
practice, having regard to the
Group’s size and the markets on
which its shares are listed.
Meetings of the Committee
The Committee met three times
in 2023 and each member serving
on the Committee attended all
meetings during their respective
terms in 2023.
UK Code Compliance
The Committee believes that the
current Remuneration Policy is
effective in aligning to the Group’s
purpose and values, links to the
successful delivery of the Group’s
long-term strategy and shareholder
interests and reflects the Group’s
strong performance during the year.
Remuneration Policy in 2024
The Committee has determined
that the core substance of the
Remuneration Policy continues
to align with our Group business
strategy and priorities in 2024. The
performance metrics for the 2024
annual bonus scheme mirror those
for 2023.
On behalf of the Committee:
Paul Hogan
Chair of the Remuneration
Committee
Gross
Profit
400
350
300
250
200
150
100
50
0
2020
2021
2022 2023
2020
2021
2022 2023
2023 Executive Director Remuneration, at a glance
G. Rabbette
€643,000
■ Salary/Fees
■ Pension/Allowance €45,000
€50,000
■ Other Benefits
Total Fixed Pay
■ Bonus
€738,000
€836,000
Total Variable Pay €836,000
€nil
LTIP
Total 2023
Total 2022
€1,574,000
€1,316,000
T. Dolphin
■ Salary/Fees
€428,000
■ Pension/Allowance €32,000
€45,000
■ Other Benefits
Total Fixed Pay
■ Bonus
€505,000
€557,000
Total Variable Pay €557,000
€nil
LTIP
Total 2023
Total 2022
€1,062,000
€889,000
GOVERNANCE
Total 2023
€1,574,000
EBITDA
120
100
80
60
40
20
0
120
Total 2023
€1,062,000
100
Free
Cash
Flow
Gross
Profit
ROCE
EBITDA
Adjusted
Earnings
Free
Cash
Flow
ROCE
Adjusted
Earnings
80
400
60
350
40
300
20
250
200
0
150
100
50
0
20
15
10
120
5
100
80
0
60
40
20
0
20
15
10
120
5
100
0
80
60
40
20
0
20
15
10
5
0
20
15
10
5
0
EBITDA
€116m
2023: €116.0m
2022: €98.6m
2021: €86.7m
2020 €66.7m
2022 2023
2020
2021
Gross Profit
€390m
2020
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2023: €390.0m
2022: €306.7m
2021: €274.5m
2020: €217.3m
2022 2023
2020
2021
2021
2022 2023
2021
2022 2023
2021
2022 2023
2020
2021
2022 2023
Remuneration Committee Report
98
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022
2023
2020
2021
2022 2023
2020
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022 2023
2021
2022
2023
2021
2022 2023
2021
2022 2023
Access
Prog
Healthcare
Interac-
tions
Symbol
Group
Access
Prog
Healthcare
Interac-
tions
Symbol
Group
80
70
60
50
40
30
20
10
0
1000
800
600
400
200
0
400
350
300
250
200
150
80
100
70
50
60
0
50
40
30
20
10
0
1000
800
600
400
200
0
400
350
300
250
200
150
100
50
0
Remuneration Committee Report
Remuneration Policy
The Group is committed to promoting a transparent remuneration structure. The following table outlines the key
factors considered by the Committee, in accordance with the requirements of the UK Code.
UK Code
Clarity
Uniphar Remuneration Policy
Remuneration arrangements
should be transparent and
promote effective engagement with
shareholders and the workforce.
The annual bonus, 2018 LTIP scheme and the 2022 Share Option
Plan have been designed to incentivise Executive Directors to
achieve defined, stretch targets in line with the Group’s growth
strategy. Performance measures and targets are reviewed each
year by the Committee to ensure that they continue to be clear
and appropriate.
Simplicity
Remuneration structures should
avoid complexity and their rationale
and operation should be easy to
understand.
There is a grid-based bonus structure in place, to reflect a scale
of performance, which has been externally benchmarked. This
supports the Committee’s aim of operating a simple remuneration
structure designed to align the Executive Directors’ interests with
those of shareholders in achieving the Group’s growth strategy.
Risk
Remuneration arrangements should
ensure that reputational and other
risks from excessive rewards, and
behavioural risks that can arise
from target-based incentive plans,
are identified and mitigated.
Predictability
The range of possible values of
rewards to individual Directors
and any other limits or discretions
should be identified and explained
at the time of approving the policy.
Proportionality
The Remuneration Policy was designed to provide an appropriate
level of remuneration to recruit and retain the necessary skill
and talent to develop and deliver the business strategy, with the
objective of delivering strong growth in a sustainable and focused
way to deliver long-term value to stakeholders.
The Committee believes that it is important that a significant
proportion of the remuneration package of Executive Directors
and senior management is performance related. The potential
value and composition of Executive Directors’ remuneration
packages at minimum, on target, and maximum scenarios are
outlined on page 107.
The link between individual
awards, the delivery of strategy,
and the long-term performance
of the Company should be clear.
Outcomes should not reward poor
performance.
Payments of the annual bonus requires the delivery against
ambitious strategic targets for the Group. The performance
measures are directly aligned to the Group’s strategy and KPIs.
The vesting of share options, granted pursuant to the Group’s
2022 Share Option Plan, is linked to Total Shareholder Return
(‘TSR’) over the period to 31 December 2026.
Alignment to Culture
Incentive schemes should drive
behaviours consistent with
company purpose, values and
strategy.
The Committee has direction to exercise judgement and discretion
in authorising remuneration outcomes, to ensure that they are
appropriate and reflective of overall performance.
The Committee is cognisant that the Remuneration Policy is
aligned and benchmarked to market leaders, competitors, and
industry standards, to ensure that it is fair and competitive.
Uniphar places a strong emphasis on working responsibly and
sustainably, and for this reason a specific sustainability and
governance measure is included as part of the bonus grid. Details
of how the performance measures are linked to the delivery of the
Group’s strategy are outlined on pages 100 to 101.
Consideration of Conditions
elsewhere in the Group
Whilst the Committee does not
directly consult with employees
when formulating Executive Director
pay policy, the Committee does take
into consideration remuneration
trends throughout the Group which
has a diverse range of operations
across the globe when determining
the remuneration of Executive
Directors. Executive Director
pension contributions are aligned
with that of the wider workforce of
the Uniphar Group. The appointment
of Jim Gaul to the Board in January
2021 with his remit covering the area
of employee engagement, further
enhances consideration of wider
workforce conditions when making
Board decisions.
Consultation with Shareholders on
Executive Remuneration
As an Irish incorporated company
listed on AIM and Euronext Growth
the Company is not subject to
the provisions of the Second
Shareholder Rights Directive nor
equivalent legislation in the UK. The
Committee did not engage in formal
shareholder consultation during
the year in relation to Executive
remuneration. The Company has
engaged extensively with investors
on various topics and welcomes
feedback on corporate governance
topics including remuneration and
endeavours to incorporate that
feedback where appropriate into its
decision making and response.
Directors’ Remuneration
Policy Report
Executive Directors
Executive remuneration within the
Group is broken down into the
following five components, which
we believe provide a fair balance
between fixed and performance
related remuneration.
Operation
Detail
Performance Metric
Not Applicable
Base salaries and increases are aligned
and benchmarked to market leaders,
competitors and industry standards.
Future salary increases for Executive
Directors will be in line with the typical
level of increases awarded to other
employees in the Group.
Key
Salary
Purpose & Link to
Group Strategy
Provide an
appropriate
level of fixed
remuneration to
attract and retain
the necessary
skill and talent to
enable the Group
to develop and
deliver on the
business strategy.
Bonus
To drive and
reward for
the delivery
of business
objectives over
the financial year.
An appropriate base
salary is set and
reviewed by the
Committee annually.
Factors taken into
consideration include:
» Skills and experience
» Specific role and
level of responsibility
» External benchmarks,
including economic
indicators and
geographical scope.
The Committee reviews
the performance of
the Executive Directors
for the purposes of
determining annual
bonus entitlements
and makes
recommendations to
the Board as to the pay-
out level.
Based on the bonus
grid, 80% of an
Executive Director’s
bonus is linked to
Group performance
and specifically in
achieving challenging
financial performance
targets.
The remaining 20%
opportunity is linked
to non-financial
performance targets
established by the
Committee, being
personal as well as
sustainability and
governance objectives.
There is a bonus grid in place which is
designed to align management’s interests
with those of shareholders. The maximum
potential bonus opportunity for Executive
Directors is up to a maximum of 130% of
base salary. The bonus opportunity for
the achievement of on-target Group and
personal performance targets is up to 75%
of maximum opportunity, being 97.5% of
base salary. At the threshold performance
level of 95% of target, a bonus opportunity
of 37.5% of maximum, being 49% of base
salary is payable. Where the threshold
performance of 95% is not reached, no
bonus is payable.
In 2023, the Committee approved the
deferral of 100% of Executive Directors’
gross annual bonus entitlement in respect
of 2022 for a period of 5 years in the form
of in-market share purchases. No bonus
deferral was made in 2024 in respect of
bonus entitlement for 2023 in light of ‘in-
market’ share purchases by the executive
directors during the second half of 2023.
99
99
UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Remuneration Committee Report
100
Remuneration Committee Report
Key
Purpose & Link to
Group Strategy
Pension To provide a
competitive,
flexible
retirement
benefit that does
not impose any
unacceptable
level of financial
risk on the Group.
Benefits To provide
LTIP
other market
competitive
monetary and
non-monetary
benefits.
To reward
participants
for the delivery
of the Group’s
long-term goals
and driving
shareholder
value.
Operation
Detail
Executive Directors
are enrolled into
a defined contribution
pension plan or are
offered the alternative
of cash allowances.
Pension contributions of 7.5% of annual
base salary apply to all Executive
Directors, aligning with the average
contributions available to the Group’s
wider workforce.
Performance Metric
Not Applicable
Provide a level of
benefits or specified
monetary allowances
including healthcare
and car.
The 2018 LTIP
represents 4.8% of
issued share capital,
with Executive Directors
and key employees
participating in the
arrangement. All shares
in the 2018 LTIP were
allotted prior to the
Group’s IPO in 2019 and
therefore have had no
dilutive impact since
IPO.
The 2022 Share Option
Plan (the ‘2022 Plan’)
was introduced to
incentivise Executive
Directors and key
members of senior
management, in light
of the fact that the
performance conditions
of the 2018 LTIP had
been met during 2021.
The level of benefits is set at an
appropriate market rate.
Not Applicable
The 2018 LTIP is fully allotted, and the
details of each Executive Director’s
interest is set out below.
Details of the share options granted
to Executive Directors under the 2022
Plan are set out on page 106 and no
new options were granted to Executive
Directors during 2023.
The performance
conditions attaching to
the 2018 LTIP were met
during 2021 and these
shares remain subject
to a service condition
until 31 December
2024.
Awards of share
options to Executive
Directors under the
2022 Plan are subject
to (i) a TSR condition
(based on the average
closing trading price
per ordinary share
in the 30-day period
prior to 31 December
2026 against the
exercise price of €3.48,
and inclusive of any
dividends in the period)
and (ii) the Executive
Director’s continued
employment with
the Group through 31
December 2026.
Non-Executive Directors
The Board is committed to recruiting high-calibre
Non-Executive Directors, with the necessary
experience to make a substantial contribution to the
Uniphar Group. Non-Executive Director remuneration
is reviewed by the Chairman and the Executive
Directors and discussed and agreed by the Board.
Non-Executive Directors may attend the Board
discussion but may not participate in it and cannot
individually vote on their own remuneration.
In accordance with the resolution passed at the 2019
AGM, the aggregate fees payable to the Non-Executive
Directors shall not exceed €750,000. Changes to the
total aggregate remuneration of all Non-Executive
Directors is subject to shareholder approval.
Non-Executive Directors are paid additional amounts to
take account of increased time commitments, including
acting as the Senior Independent Director and/or Chair
of a Board Committee. In addition, all reasonable and
documented expenses incurred in the performance of
the Non-Executive Directors’ duties are reimbursed.
101
101
UNIPHAR PLC ANNUAL REPORT 2023
Annual Report on Remuneration 2023 (audited*)
The following table sets out the total remuneration for Directors for the years ended 31 December 2023
and 31 December 2022
Director
Salary
/Fees
€’000
Pension/
Allowance
€’000
Other
Benefits3
€’000
Fixed
Pay
€’000
Bonus
€’000
LTIP
€’000
Variable
Pay
€’000
Total
2023
€’000
Total
2022
€’000
Executive Directors:
G. Rabbette
T. Dolphin
643
428
Non-Executive Directors
M. Pratt
P. Hogan
J. Berkowitz1
S. Webb
J. Gaul
L. Hoctor
V. Sick2
176
100
100
85
76
70
-
45
32
-
-
-
-
-
-
-
50
45
-
-
-
-
-
-
-
738
505
176
100
100
85
76
70
-
836
557
-
-
-
-
-
-
-
-
-
-
-
-
836
1,574
1,316
557
1,062
889
-
-
-
-
-
-
176
100
100
85
76
70
-
176
100
100
85
70
70
-
Total
1,678
77
95
1,850
1,393
-
1,393
3,243
2,806
* This table is audited and forms an integral part of the audited financial statements. The other parts of the Remuneration
Committee Report are unaudited.
1. J. Berkowitz resigned as a Director on 16 January 2024.
2. V. Sick was appointed to the Board on 29 January 2024.
3. Other benefits principally include health and car allowances.
Executive Directors’ Remuneration
Executive remuneration within the Group can be
broken down into the following five components,
which we believe provide a fair balance between
fixed and performance related remuneration.
Base Salary
The base salaries of Executive Directors are
reviewed annually, having regard to personal
performance; skills and experience; changes in
levels of responsibility; external benchmarks
to market leaders, competitors, and industry
standards; as well as the pay and conditions in the
wider Group. During 2023, the Executive Directors
received a 4% base salary increase in line with
annual base salary increases of the wider workforce.
The following table sets out the salaries for the
Executive Directors for the relevant financial year:
2023
€’000
643
428
2022
€’000
618
412
G. Rabbette
T. Dolphin
GOVERNANCE
Annual Bonus
For the year ended 31 December 2023, the maximum
potential bonus opportunity for Executive Directors
was up to a maximum of 130% of base salary. The
bonus opportunity for the achievement of on-target
Group and personal performance targets was up to
75% of maximum opportunity, being 97.5% of base
salary. At the threshold performance level of 95% of
target, a bonus opportunity of 37.5% of maximum,
being 49% of base salary is payable. Where the
threshold performance target of 95% is not reached,
no bonus is payable.
In setting the on-target return the Committee
and the Board were cognisant of the ambitious
strategic targets set for the Group and sought to
align the Executive Directors’ interests with those
of shareholders in achieving the Group’s stated
strategy. On this basis, the Committee and the
Board believe that 75% of the maximum opportunity
for achieving performance targets is appropriate.
Remuneration Committee Report
102
Remuneration Committee Report
The following table sets out the performance measures applied for Executive Directors for the year ended
31 December 2023:
The following table summarises performance for each of the financial objectives:
Measure
Definition
Performance Targets
Actual Performance
% of maximum Link to strategy
EBITDA
Stretch EBITDA
Organic Gross Profit Growth
Free Cash Flow Conversion
Financial targets
Personal Objectives
Sustainability & Governance
Non-Financial Targets
40%
25%
7.5%
7.5%
80%
15%
5%
20%
100%
Key measure of underlying profitability.
Delivery of Group’s long-term growth strategy.
Key measure of continued client growth.
Cash generation for reinvestment or return to shareholders.
Ensure focus on strategic/functional priorities of the Group.
Drive continuous improvements in sustainability, governance
and culture across the Group.
Review of financial targets
The Committee reviewed performance against the
targets set for each Executive Director. Following this
review, the Committee determined that the Executive
Directors should be awarded bonuses based on the
achievement of financial targets, as illustrated in the
table below:
The performance targets were set by the Committee
based on the Board approved budget for the year.
Committee discretion
The Committee has retained the discretionary ability
to adjust the value of an award under the annual
bonus scheme, if the award in the Committee’s
opinion, taking all circumstances into consideration,
produces an unfair result. In exercising this discretion,
the Committee may take into consideration the
individual or the Group’s performance against non-
financial measures. In respect of the financial year
ended 31 December 2023, the Committee exercised
its discretion to increase the bonus payout to 100% in
recognition of the Company’s performance in hitting
the financial targets of doubling 2018 pro-forma
EBITDA ahead of the projected five-year timeframe set
at IPO. The Committee noted that discretion has been
exercised in each of the prior two years to not award
stretch bonus notwithstanding the achievement of
targets in those years.
EBITDA
Stretch EBITDA
Organic Gross Profit Growth
Free Cash Flow Conversion
Financial targets
% of maximum
Actual %
40%
25%
7.5%
7.5%
80%
40%
25%
7.5%
7.5%
80%
Due to the commercial sensitivity of the Group’s defined financial targets these targets have not been disclosed.
EBITDA
Earnings before
exceptional items, share-
based payments, net
finance expense, income
tax expense, depreciation
and intangible assets
amortisation.
The impact of
unbudgeted acquisitions
and disposals is
excluded.
Stretch
EBITDA
The Stretch EBITDA
measure is the Group
EBITDA including
the contribution of
unbudgeted acquisitions
and disposals.
Organic
Gross
Profit
Growth
Free Cash
Flow
Conversion
Organic gross profit
growth is defined
as the growth from
restated prior period
gross profit to current
period gross profit as
a % of the restated
prior period value. The
restatement to the prior
year value is to include
the corresponding prior
period performance
of acquisitions and
exclude the prior period
performance of disposals.
Free cash flow conversion
is defined as EBITDA, less
investment in working
capital, less maintenance
capital expenditure,
divided by EBITDA.
The pay-out of the Group EBITDA bonus is
based on the achievement of defined threshold
and budget targets.
100% of bonus percentage
awarded based on EBITDA of
€116.0m
Threshold performance equates to 95% of
budget EBITDA. On achievement of threshold
performance, 50% of the portion of the bonus
attributable to EBITDA performance is payable.
This increases to 100% pay-out of EBITDA
bonus when 100% of Group EBITDA budget is
achieved. Payment for performance between
threshold and budget is on a pro-rata basis.
No portion of basic bonus is paid where actual
EBITDA is below threshold performance.
Achievement of stretch bonus is based on
pre-defined Stretch EBITDA targets.
Payment for performance between
achievement of budget and the Stretch target
is on a pro-rata basis.
Achievement of the bonus required organic
gross profit growth in the year.
During 2023, the Committee
exercised its discretion to award
full bonus payout in respect
of the stretch EBITDA target
notwithstanding that the pre-
defined stretch EBITDA targets
were not achieved in full. The
Committee exercised this
discretion in light of the fact
that the financial targets of the
Group set at the time of IPO were
achieved during the relevant year
ahead of the committed five-year
timetable. The Committee was
also cognisant that discretion
had been exercised in the
preceding two years to not award
stretch bonus notwithstanding
the achievement of targets in
those years.
100% of bonus percentage
awarded based on Organic Gross
Profit Growth of 5.6%.
The Group’s free cash flow conversion target for
the purpose of the annual bonus is in line with
achieving the Group’s medium-term outlook.
100% of bonus awarded based
on Free Cash Flow Conversion of
78.5%.
Threshold performance equates to a free
cashflow conversion of 5% below the target
range resulting in a payout of 50%. No bonus is
paid if actual free cash flow is below threshold
performance. A full 100% bonus is paid if budget
free cashflow is reached or exceeded.
Payment between threshold and budget
performance is on a pro-rata basis.
103
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UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Remuneration Committee Report
104
Remuneration Committee Report
Review of non-financial targets
20% of the maximum bonus opportunity is linked to non-financial performance targets, recommended by the
Committee and subsequently approved by the Board. The Committee assessed the achievements by each
Executive Director against the objectives and concluded they were met in 2023. Following this review, the
Committee determined that the Executive Directors should be awarded bonuses based on the achievement
of non-financial targets, as illustrated in the table below:
Personal Objectives
Sustainability and Governance
Non-Financial Targets
% of maximum
Actual %
15%
5%
20%
15%
5%
20%
Personal objectives
The performance of the Executive Directors is also
measured against personal and strategic objectives,
which in 2023 focused on Leadership and Strategy,
Portfolio Optimisation, Operating Model, Talent
and Succession and Culture. Performance against
these objectives is determined by the Committee by
reference to key targets agreed with the Executives
at the start of the year.
These objectives include the achievement
of operational goals, the Executive Director’s
contribution to Group strategy, as a member
of the Board, and specific goals related to
their functional roles.
G. Rabbette
& T. Dolphin
Achievements
» Leadership and Strategy: Defined and set the Group’s new medium term strategy
and long term vision.
» Portfolio Optimisation: Continued discipline in the identification, implementation
and integration of M&A with increased focus on organic growth drivers and
capabilities.
» Operating Model: Continued to build Group commercial capabilities to accelerate
growth in priority areas including enhanced international account management
capability together with enhanced cross-selling capability.
- Implemented a new divisional structure with scope and capabilities on an
international/global scale.
- Embedded significant enhancements to the Group’s operating model (e.g.
talent, technology and infrastructure), driving commercial excellence, global
consistency, and agility.
- Continued investment in strategic infrastructure projects to ensure long-term
capacity, agility and scalability.
» Talent and Succession: Supported the roll-out of a Group-wide talent
development framework to attract and empower the next generation of
leaders across the business with a continued emphasis on senior management
succession planning to ensure the business’ longer term leadership needs.
» Culture: Worked closely with the Board and Leadership Team to build on the
Group’s solution focused culture with Group-wide community initiatives and
divisional focused engagements.
Sustainability & Governance
Uniphar places a strong emphasis on working
responsibly and sustainably. The Committee
determined that, in order to align the Executive
Directors to these interests, specific performance
targets were introduced to drive continuous
improvements in sustainability, governance and
culture across the Group.
The Committee determined that the Executive
Directors should be awarded the maximum bonus
opportunity attributable to Sustainability and
Governance as a result of the following:
Sustainability
» Creation of new Head of Sustainability role and
Group sustainability structure
» Supported the implementation of groupwide
Decarbonisation Plan including separate divisional
plans
» Supported the Supplier Engagement Programme
and Supplier Code of Conduct
» Promoted ED&I initiatives in line with Gender Pay
Gap Reporting disclosures
Governance
» Supported workforce engagement initiatives and
increased workforce communication
» Supported the expansion of the shareholder
engagement programme in line with UK Code
recommendations
Total annual bonus payable
Following a review of the actual performance for both
the financial and non-financial measures against
targets, the Committee recommended, and the Board
approved, a total bonus outcome of 100% of maximum
bonus opportunity, being 130% of base salary. In light
of in-market share acquisitions by the Executive
Directors during 2023, the Executive Directors elected
not to defer their 2024 bonus in the form of in-market
purchases of shares.
The Committee considers that the level of
achievement is appropriate and reflective of the
overall performance of the Group and the value
created for shareholders during the year.
Clawback Policy
Bonus payments made to Executive Directors are
subject to clawback for three years from payment in
certain circumstances including:
» A material misstatement of the Company’s audited
financial statements
» A material breach of applicable health and safety
regulations
» Business or reputational damage to the Company or
a subsidiary arising from a criminal offence, serious
misconduct or gross negligence by the individual
Executive.
Pension
All pension benefits for Executive Directors are
determined in relation to base salary. Fees payable to
Non-Executive Directors are not pensionable. Under
the current Remuneration Policy, pension benefits for
Executive Directors are a maximum of 7.5% of base
salary, in line with average pension contributions
available to the Group’s wider workforce.
Other Benefits
Employment-related benefits for Executive Directors
provide a level of benefits or specified monetary
allowances including healthcare and car allowances.
LTIP
The 2018 LTIP represents 4.8% of issued share capital
of the Company, with Executive Directors and key
employees participating in the arrangement. All shares
in the 2018 LTIP were allotted prior to the Group’s IPO
in 2019 and, therefore, have had no dilutive impact
since IPO. There were no LTIP share awards granted to
Executive Directors in 2023 under the 2018 LTIP, which
is now fully allotted. All share price performance
conditions attributable to these LTIP share awards
were satisfied during 2021. These shares remain
subject to the satisfaction of the service condition
and, as a result, will not vest until 31 December 2024.
The table below sets out details of share awards
made under the 2018 LTIP currently held by Executive
Directors:
Executive
Director
Grant
Date
Exercise
Price
No. of share
awards at
1 Jan 2023
Vested/
Granted
Exercised Lapsed
No. of share
awards at
31 Dec 2023
End of
Performance
Period
G. Rabbette
T. Dolphin
28 April
2018
28 April
2018
n/a
3,685,427
n/a
2,284,965
-
-
-
-
-
-
3,685,427
31 Dec 2024
2,284,965
31 Dec 2024
105
105
UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Remuneration Committee Report
106
Remuneration Committee Report
2022 Share Option Plan
Awards under the 2022 Plan take the form of
options to subscribe for new ordinary shares in
the Company. The share options granted to the
Executive Directors, as outlined below, have been
granted as conditional awards and will vest on 31
December 2026, subject to the grantee’s continued
service and the Committee’s assessment of the
extent to which the applicable performance
condition has been satisfied. The performance
condition is linked to Total Shareholder Return
(‘TSR’) (based on the average closing trading price
per ordinary share in the 30-day period prior to 31
December 2026 against the exercise price of €3.48,
and inclusive of any dividends in the period) on
a sliding scale basis, where TSR of ≥70% will see
100% of the awards vest and TSR of <50% would
see no awards vest. The Committee and the Board
believe that a TSR condition directly aligns Executive
Director incentivisation with the long-term interests
of shareholders.
During 2023, no new share options were granted to
Executive Directors. Details of the number of share
options held by the Executive Directors are set out
below.
Executive
Director
Grant
Date
Exercise
Price
No. of share
awards at
1 Jan 2023
Vested/
Granted
Exercised Lapsed
No. of share
awards at
31 Dec 2023
End of
Performance
Period
G. Rabbette
T. Dolphin
30 Nov
2022
30 Nov
2022
€3.48
4,000,000
€3.48
2,700,000
-
-
-
-
-
4,000,000
31 Dec 2026
-
2,700,000
31 Dec 2026
Minimum Shareholding Requirements
The Committee has sought to promote long-term
shareholdings by Executive Directors, to support
alignment with shareholder interests, and has
adopted minimum shareholding requirements for
Executive Directors. These guidelines specify that
Executive Directors should, over a period of five years
from the date of appointment, build up and then
retain a shareholding in the Company with a valuation
of at least equal to twice their annual base salary.
1500
1200
CEO
Scenario
Pay
Structure
G. Rabbette
T. Dolphin
900
600
300
0
Minimum At Budget Maximum
Additionally, the Committee has adopted guidelines
relating to post-employment shareholding
guidelines. These guidelines require that Executive
Directors maintain their full minimum shareholding
requirement of twice base salary for a period of two
years post-employment.
1500
Current Executive Director shareholdings at 31
December 2023, as a multiple of their base salary:
1200
900
600
300
0
Minimum
2.0x
2.0x
Minimum At Budget Maximum
Actual*
33.0x
36.0x
* Based on closing share price of €2.70 on 31 December 2023
Performance-related Remuneration Outcomes
CEO – Scenario Pay Structure €’000
CFO – Scenario Pay Structure €’000
1500
1000
1200
CFO –
Scenario
900
Pay
600
Structure
300
800
600
400
200
0
1000
800
600
400
200
0
Fixed Pay
Bonus
Fixed Pay
Bonus
Remuneration consists of fixed pay (base salary, pension, and benefits) and variable pay (annual bonus and
LTIP). A significant portion of Executive Directors’ remuneration is linked to the delivery of key business goals
over the short and long-term and the creation of shareholder value. The charts above present scenarios of
the remuneration outcomes of:
Minimum
At Budget
Maximum
Pay-out levels
» Fixed Pay
» No bonus pay-out
» Fixed Pay
» 75% of maximum bonus opportunity, in line with budgeted performance targets
» Fixed Pay
» 100% of maximum bonus opportunity, in line with budgeted performance targets
Percentage change in Executive Directors’ Remuneration
The following table sets out the relative change from 2022 to 2023 in the remuneration earned by the
Executive Directors, compared with the average percentage change for the Group’s employees:
€’000
G. Rabbette
T. Dolphin
Total Executive Directors
Average Employee Remuneration
2023
1,574
1,062
2,636
59.9
2022
1,316
889
2,205
55.7
% Change
19.6%
19.4%
19.5%
7.5%
Relative Importance of Spend on Pay
The table below sets out the amount paid in remuneration to all employees of the Group, compared to gross
profit, EBITDA and dividends declared in respect of the financial year:
€’000
Total Employee Remuneration*
Gross Profit
EBITDA
Dividend**
2023
195,253
389,984
115,985
5,000
2022
% Increase
164,595
306,744
98,575
4,800
18.6%
27.1%
17.7%
5.2%
* Total employee remuneration includes €2,318,000 (2022: €1,063,000) of payroll costs which have been capitalised during the year
and excludes share-based payment expense.
** Reflecting progressive dividend commitment made at the time of IPO.
Minimum At Budget Maximum
Minimum At Budget Maximum
Minimum At Budget Maximum
UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Remuneration Committee Report
108
Minimum At Budget Maximum
CEO
Scenario
Pay
Structure
CFO –
Scenario
Pay
Structure
1500
1200
900
600
300
0
1000
800
600
400
200
0
0
107
107
1000
800
600
400
200
0
Minimum At Budget Maximum
Minimum At Budget Maximum
Remuneration Committee Report
Directors’ Report
Advisers to the Committee
The Committee did not engage the services of external
remuneration consultants during 2023.
Payments to former Directors
There were no payments to former Directors in
accordance with Section 305 of the Companies Act
2014 during the year.
Payments for loss of Office
There were no payments to Directors for loss of office
during the year.
Non-Executive Directors’ Remuneration
The Board aims to recruit high-calibre Non-Executive
Directors, with broad commercial, international or
other relevant experience. Fees paid to the Non-
Executive Directors for the 2023 and 2022 financial
years are outlined in the Remuneration table on
page 102.
Non-Executive Directors do not participate in any
Group share incentive or award schemes.
Service Contracts/Letters of Appointment
Details of the service contracts for the Executive
Directors are outlined below:
Name
Title
Date of Contract
Notice Period
Ger Rabbette
Chief Executive Officer
27 June 2019
Tim Dolphin
Chief Financial Officer
27 June 2019
12 months
12 months
The Company can terminate Executive Director
employment by making a lump sum payment, in lieu
of notice, consisting of the basic salary for the notice
period. Standard ‘cause’ provisions are included which
allow the Company to terminate without notice or
the obligation to make a payment in lieu of notice.
There are also standard ‘garden leave’ provisions for
all Executive Directors, together with post-termination
restrictions on competing activity and non-solicitation
of customers or key employees. These are effective for
a period of 12 months after termination.
Each of the Non-Executive Directors has been
appointed under the terms of a letter of appointment.
Appointment is terminable by either party giving one
month’s written notice or otherwise, in accordance
with the Articles. Continuation of appointment is
contingent on satisfactory performance, re-election
(where applicable), in accordance with the Articles
and any relevant statutory provisions for the removal
of Directors. Standard ‘cause’ provisions are included
that entitle the Company to terminate a Non-Executive
Director’s appointment without notice or payment of
compensation.
The appointment letter includes membership of any
Board Committees, the fees to be paid and the time
commitment expected. The letter also covers matters
such as confidentiality, data protection and the
Company’s share dealing policy. Dates of appointment
and retirement for the current Non-Executive Directors
are set out below:
Name
M. Pratt
P. Hogan
S. Webb
J. Gaul
L. Hoctor
V. Sick
Appointment
Date of Retirement
July 2003
June 2019
June 2019
January 2021
January 2021
January 2024
-
-
-
-
-
-
J. Berkowitz
September 2020
January 2024
Directors’ Report
The Directors present their
Director’s report and audited Group
financial statements for the year
ended 31 December 2023.
Principal Activities and Review of
the Development of the Business
The Group is a leading service
provider within the pharmaceutical
and healthcare sector,
headquartered in Ireland, with
offices in the UK, Europe, the US
and the Asia Pacific region.
By promoting a strong service-
based culture and working with our
partners, we provide an innovative
range of services, including product
distribution and the provision
of specialist services for the
pharmaceutical and healthcare
sector. The business is divided into
three trading divisions: Uniphar
Supply Chain & Retail, Uniphar
Medtech and Uniphar Pharma.
» Uniphar Supply Chain & Retail
provides both pre-wholesale
and wholesale distribution of
pharmaceutical, healthcare
and animal health products
to pharmacies, hospitals
and veterinary surgeons in
Ireland. Uniphar operates a
network of pharmacies under
the Life, Allcare, Hickey’s and
McCauleys brands. Additionally,
through the extended Uniphar
symbol group, the business
provides services and supports
that help independent
community pharmacies to
compete more effectively.
» Uniphar Medtech is the partner
of choice for manufacturers
seeking to bring innovative
Medtech products to market.
We provide expertise across
sales, marketing, compliance and
distribution to the world’s top
medical device manufacturers
across a pan-European platform.
The business is headquartered
in Ireland with a presence in 16
markets primarily across Europe.
During 2023, the business
opened a facility in the US to
support clients seeking to access
that market.
» Uniphar Pharma’s mission is to
bring specialist and difficult to
source medicines to patients
around the world. Uniphar
Pharma brings together under
one division the companies and
services of the former Product
Access division and the Pharma
business unit of the Commercial
& Clinical division. The division
is headquartered in Ireland with
a global customer base serviced
from facilities around the world.
The three trading divisions work
in synergy, to allow us to support
healthcare professionals and
manufacturer customers to provide
their patients and communities
with the medicines and care that
they need.
Business Review
The Group performed strongly in
2023 demonstrating the diversity
and strength of our service offering,
the ability of our teams and our
continued focus on delivering for
the customers and patients who
rely on us. This result was against
the backdrop of a challenging
macroeconomic environment with
ongoing inflationary and geopolitical
headwinds. The year marked the
achievement of a key strategic goal
at IPO to double 2018 pro-forma
EBITDA of €46m within five years.
Substantial work was undertaken to
develop and refresh the strategy to
ensure our continued success into
the future.
Gross profit increased to €390.0m
from €306.7m, which was a
rise of 27.1%. This increase was
achieved through our acquisitions,
completed in 2022 and 2023,
together with organic gross profit
growth of 5.6%. During 2023,
the Group completed one major
acquisition, being the McCauley
Pharmacy Group, which led to an
increase in the Group’s goodwill
from €483m to €517m. Acquisitions
completed in 2022, including
BModesto Group, Inspired Health
and Orspec Pharma, have all been
successfully integrated into the
business and are adding significant
value to the Group, delivering
previously identified synergies.
Strong cash generation continues
across the Group, and this is
reflected in the cash generated
from operating activities of €52.5m.
Free cash flow conversion for
the period was 78.5%, exceeding
the medium-term free cash flow
conversion target of 60-70%.
The Group’s debt is financed by a
credit facility that was refinanced
in August 2022 for a term of five
years (with one option remaining to
extend by a further one year). This
facility provides a revolving credit
facility of €400m together with an
additional uncommitted accordion
facility of €150m. Net bank debt
was €149.9m (2022: €91.2m) and
leverage remained modest at
1.6x, providing a solid platform
to support future growth and
investment as opportunities arise.
The Group has a number of key
performance indicators (KPIs)
which are used to monitor
its performance. These KPIs
are outlined further in our key
performance indicators section on
pages 25 and 26.
Acquisitions
The Group continues to leverage
M&A to support our growth
objectives. In 2023, we completed
one significant acquisition being
the McCauley Pharmacy Group
together with the acquisition of
certain assets of Pivot Digital
Health. Acquisitions completed
in 2022, including BModesto
Group, Inspired Health and Orspec
Pharma have all been successfully
integrated into the business and
are adding significant value to the
Group, with previously identified
synergies coming through.
109
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UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Directors’ Report
110
Directors’ Report
The McCauley Pharmacy Group
further enhances the Group’s
offering in the Irish retail pharmacy
market with the addition of
34 retail pharmacies net of
three divestments which were
completed as a requirement
of receiving Competition and
Consumer Protection Commission
(CCPC) approval. The McCauley
Pharmacy Group is widely
recognised as a leading brand
across health, wellbeing and
beauty, and their expertise
and advanced digital offering
complements our fast-growing
consumer business in the Uniphar
Supply Chain & Retail division.
Pivot Digital Health is an omni-
channel healthcare technology
business based in the UK. Uniphar
Pharma acquired the trade and
certain assets of the business in
2023. Pivot provide omni-channel
consultancy, digital strategy and
execution services to global
pharma and biotech clients. Pivot’s
capabilities will be integrated into
the consultancy arm of Uniphar’s
Pharma division broadening the
Group’s digital offering.
These acquisitions represent
further development in the delivery
of Uniphar's growth strategy.
The pre-tax exceptional charge in
2023 of €0.4m (2022: €3.2m) was
driven largely by non-recurring
administrative expenses offset by
the release of deferred contingent
consideration. Net exceptional
income in the year amounted to
€0.7m (2022: loss of €2.1m) and
further detail is provided in note 4.
Results for the Year
The Group Income Statement for
the year ended 31 December 2023
and the Group Balance Sheet at
that date are set out on pages 127
and 129 respectively. The Group’s
gross profit was €389,984,000
(2022: €306,744,000) and
EBITDA was €115,985,000 (2022:
€98,575,000).
The Group’s profit on ordinary
activities before tax was
€52,898,000 in 2023 (2022:
€54,676,000). After including a
tax expense of €7,750,000 (2022:
€8,970,000) and profit attributable
to non-controlling interests
of €333,000 (2022: €119,000),
the profit for the financial
year attributable to owners is
€44,815,000 (2022: €45,587,000).
There was a strong cash
performance in 2023, and even
with the Group’s significant
investment programme during the
year, the strong free cash flow
places the Group in a position of
strength with a modest leverage of
1.6x and net bank debt of €149.9m
at year end.
Total equity of the Group at 31
December 2023 was €333,620,000
(2022: €289,783,000).
Research and Development
The Group performs research
and development activities to
ensure that it continues to be
a recognised innovator in the
industry in which it operates. These
activities support the introduction
of new services, improved online
customer experience and the
development of better processes
and systems. Continued research
and development contribute
to the Group’s future growth
and profitability. Expenditure
on research and development
applications and technical support
amounted to €300,000 in 2023
(2022: €324,000).
Future Developments
Uniphar delivered on the target it
set at IPO during 2023 to double
pro-forma 2018 EBITDA within
five years. Since this target has
been achieved the Group set an
ambitious new target to double
EBITDA again to €200m over the
medium-term. The Group also
realigned its divisional structure
in 2023 to better capitalise on the
market opportunities available and
set medium-term organic gross
profit targets for each division.
The new organic gross profit
growth targets for each of the
new divisions over the medium-
term are as follows: Uniphar
Pharma: double-digit, Uniphar
Medtech: high single-digit and
Uniphar Supply Chain & Retail:
low single-digit. There is a robust
plan in place across the three
divisions to deliver these targets;
we remain committed to building a
pan-European offering in Uniphar
Medtech. In Uniphar Pharma,
we will continue to develop
our On Demand and Pharma
Services platforms investing in
digital technology and scalable
infrastructure, while in Uniphar
Supply Chain & Retail, we continue
to leverage our key assets and
grow our market share whilst
investing for the long-term in our
new high-tech distribution facility
in Dublin.
The Group continues to exercise
a disciplined approach to capital
deployment. M&A will continue to
play an important part in Uniphar’s
growth strategy. We continue
to manage an active pipeline of
acquisition opportunities to add
further scale and breadth to the
existing platform. The management
team is committed to maximising
the full potential of our recent
acquisitions and delivering long-
term value for all our stakeholders.
Statement of Directors’
Responsibilities
The Directors are responsible for
preparing the Directors’ Report and
the financial statements of the
Group and Company, in accordance
with Irish law.
Irish law requires the Directors
to prepare financial statements
for each financial year. Under
that law, the Directors have
elected to prepare Group financial
statements in accordance with
International Financial Reporting
Standards (IFRSs), as adopted by
the European Union and Article
4 of the IAS Regulation and have
also chosen to prepare the parent
company financial statements
under IFRSs, as adopted by the
European Union.
Under Irish law, the Directors
shall not approve the financial
statements unless they are
satisfied that they give a true
and fair view of the Group's and
Company’s assets, liabilities, and
financial position as at the end of
the financial year and the profit or
loss of the Group and Company for
the financial year.
In preparing these financial
statements, the Directors are
required to:
» Select suitable accounting
policies and then apply them
consistently
» Make judgements and estimates
that are reasonable and prudent
» State whether the financial
statements have been prepared
in accordance with IFRS and
ensure that the financial state-
ments contain the additional
information required by the
Companies Act 2014
» Prepare the financial state-
ments on the going concern
basis unless it is inappropri-
ate to presume that the Group
and Company will continue in
business.
The Directors are responsible
for keeping adequate accounting
records that are sufficient to:
» Correctly record and explain the
transactions of the Group and
Company
» Enable, at any time, the assets,
liabilities, financial position and
profit or loss of the Group and
Company to be determined with
reasonable accuracy
» Enable the Directors to ensure
that the financial statements
comply with the Companies Act
2014 and enable those financial
statements to be audited.
The Directors are also responsible
for safeguarding the assets of
the Group and the Company and,
hence, for taking reasonable steps
for the prevention and detection of
fraud and other irregularities.
Each of the Directors confirm
that they consider the Annual
Report and Consolidated Financial
Statements, taken as a whole, is
fair, balanced and understandable
and provides the information
necessary for shareholders to
assess the Group and Company
position, performance, business
model and strategy.
The Directors are responsible for
the maintenance and integrity
of the corporate and financial
information included on the
Company’s website. Legislation in
Ireland governing the preparation
and dissemination of financial
statements may differ from
legislation in other jurisdictions.
Disclosure of Information to
Auditors
The Directors in office at the date
of this report have each confirmed
that:
» Insofar as they are aware, there
is no relevant audit information
of which the Company’s
statutory auditor is unaware
» They have taken all the steps
that they ought to have taken
as a Director, in order to make
themselves aware of any
relevant audit information and
to establish that the Company’s
statutory auditor is aware of that
information.
Directors’ Compliance Statement
The Directors acknowledge that
they are responsible for securing
the Company’s compliance with
its relevant obligations, as defined
in the Companies Act 2014 (the
‘Relevant Obligations’).
The Directors confirm that:
(1) A compliance policy statement
setting out the Company’s
policies in respect of compliance
by the Company with its relevant
obligations has been drawn up
(2) Appropriate arrangements or
structures that are designed
to secure material compliance
with the Company’s relevant
obligations have been put in
place
(3) A review of the arrangements
and structures, referred to
in point (2) above has been
conducted during the year
ended 31 December 2023.
Audit, Risk and Compliance
Committee
In accordance with Section 167 of
the Companies Act 2014, the Group
has established an Audit, Risk
and Compliance Committee. Full
particulars are provided in the Audit,
Risk and Compliance Committee
Report at pages 87 to 92.
Corporate Governance
Statements by the Directors
in relation to the Group and
Company’s application of
corporate governance principles
and the Group’s system of internal
controls are set out in the
Corporate Governance Report at
pages 76 to 86.
Going Concern
The Directors have made
appropriate enquiries and carried
out a thorough review of the
Group’s forecasts, projections and
available banking facilities taking
account of committed outflows
including deferred contingent
consideration and committed capital
expenditure. Consideration was
also given to possible changes in
trading performance and potential
business risk. The forecasts indicate
significant liquidity headroom will
be maintained above the Group’s
borrowing facilities and applicable
financial covenants will be met
throughout the period.
Uniphar plays a significant role in
the healthcare sector, ensuring
continuity in the supply and
distribution of much needed
medicines, medical devices and
related services.
The Group has a robust capital
structure with strong liquidity,
supported into the future by the
banking facility, with a remaining
term until August 2027 (with one
option remaining to extend by a
further one year).
Having regard to the factors outlined
above and noting the financial
impact of the recently announced
acquisitions, the Directors have a
reasonable expectation that the
Group has adequate resources to
continue in operational existence
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112
Directors’ Report
for the foreseeable future, being
a period of 12 months from
the date of approval of these
financial statements. As a result,
the Directors consider that it is
appropriate to continue to adopt the
going concern basis in preparing the
financial statements.
Viability Statement
In accordance with Provision 31 of
the 2018 UK Corporate Governance
Code, the Directors are required to
assess the prospects of the Group,
explain the period over which we
have done so and state whether we
have a reasonable expectation that
the Group will be able to continue
in operation and meet liabilities
as they fall due over this period of
assessment.
The Directors have carried out a
rigorous review of the prospects
of the Group over the medium-
term. In assessing the prospects of
the Group and its ability to meet
its liabilities as they fall due, the
Board has taken account of the
Group’s medium-term strategic
planning cycle, capital investment
plans, the business model, and
its diverse portfolio. The Directors
have also considered the Group’s
strong cash generation, capital
structure and debt facilities in
addition to the principal risks and
uncertainties detailed on pages 66
to 70. This included a consideration
of the impact of the current global
macroeconomic climate, including
cost inflation and interest rates.
The financial position of the Group,
its cash flows, liquidity position and
borrowing facilities are outlined in
the Financial Review on pages 27
to 30.
Period of Viability Assessment
The directors concluded that three
years was an appropriate period
for the assessment. Given the
potential impact of macroeconomic
events and political uncertainty, it is
recognised that future assessments
are subject to a level of uncertainty
that increases with time, and
therefore future outcomes cannot
be guaranteed or predicted with
certainty. Financial projections are
considered to be more reliable and
robust over this period.
Assessment of Viability
The viability of the Group has
been assessed, using the Group
Strategic Plan as approved by the
Board, building upon the divisional
management plans as well as
the Group’s strategic goals. It is
based on a number of assumptions
concerning macro growth, stability
in our key markets, and continued
access to capital to support the
Group’s ongoing investments. The
strategic plan is subject to stress
testing which involves flexing a
number of the main assumptions
underlying the forecast in severe
but reasonable scenarios. Such
assumptions are tested by
management and the Directors.
In making this assessment, the
directors have considered the
resilience of the Group, taking
account of its current position
and the principal risks facing
the business as outlined in
the Risk Management Report
contained in this Annual Report,
and the Group’s ability to manage
those risks. The risks have
been identified using a top-
down and bottom-up approach,
and their potential impact was
assessed having regard to the
effectiveness of controls in place
to manage each risk. In assessing
the prospects of the Group
such potential impacts have
been considered as having the
mitigating factors in place.
Based on this assessment and
the diverse nature of the Group’s
geographies, markets, customer
base, and product portfolio the
Directors have concluded that they
have a reasonable expectation that
the Group will be able to continue
in operation and meet its liabilities
as they fall due over the three-year
period of the assessment.
Accounting Records
The measures taken by the
Directors to secure compliance
with the Group's obligation to keep
adequate accounting records are
the use of appropriate systems
and procedures and employment
of competent persons as outlined
in Sections 281 to 285 of the
Irish Companies Act 2014. The
accounting records are kept at 4045
Kingswood Road, Citywest Business
Park, Co. Dublin, D24 V06K.
Principal Risks and Uncertainties
The principal risks and
uncertainties facing the Group and
its subsidiaries are outlined on
pages 66 to 70.
Financial Risk Management
The Group’s operations expose it to
various financial risks. The Group
has a risk management programme
in place which seeks to limit
the impact of these risks on the
financial performance of the Group
and it is the policy of the Group
to manage these risks in a non-
speculative manner.
The Group’s financial risk
management is carried out by a
central finance department under
policies approved by the Board. The
Group Finance function identifies,
evaluates and manages financial
risks in close co-operation with the
Group’s operating units. The Board
approves written principles for
overall risk management, as well
as policies covering specific areas,
such as foreign exchange risk,
interest rate risk, credit risk, use
of derivative financial instruments
and non-derivative financial
instruments, and the investment
of excess liquidity. The Group uses
financial instruments throughout
its business. Borrowings, cash, and
liquid resources are used to finance
the Group’s operations. Trade
receivables and payables arise
directly from operations. Further
detail on financial risk management
is disclosed in note 32.
Forward foreign exchange
contracts, where deemed
appropriate, are used to manage
currency risks arising from the
Group’s operations.
Finance Interest and Currency Risk
The Group’s procedure is to
finance operating subsidiaries by
a combination of retained profits
and, to a lesser extent, non-
recourse financing arrangements,
invoice discounting and overdrafts,
and to finance investments with a
combination of Group funds and
borrowings. The majority of the
Group’s activities are conducted in
Euro. Foreign exchange exposure
arises from transactional currency
exposures arising from the sale and
purchase of goods in currencies
other than the Group’s functional
currency (the Euro). The Group
takes appropriate measures to
manage its exposure to fluctuating
foreign exchange rates associated
with both transaction activity and
the translation into Euro of its
net investment in its non-Euro
subsidiaries. Forward foreign
exchange contracts and the holding
of foreign currency cash balances
are used to hedge these currency
exposures, where material.
Non-Financial Reporting Statement
Pursuant to the European Union
(Disclosure of Non-Financial and
Diversity Information by certain
large undertakings and groups)
Regulations 2017 (‘Regulations’),
the Group is required to report on
certain non-financial information
to provide an understanding of its
development, performance, position
and the impact of its activities,
relating to, at least, environmental
matters, social matters, employee
matters, respect for human rights,
and bribery and corruption. The
table below provides additional
detail on the information required to
be provided by the Regulations and
highlights where the information has
been provided in this Annual Report
and Financial Statements, where
applicable.
Reporting
requirements
Our policies
Environmental
matters
» Environmental Policy
» Sustainability Policy
Social and
employee
matters
» Sustainability Policy
» Code of Conduct
» Equity, Diversity & Inclusion Policy
» Whistleblower Policy
Human rights
» Supplier Code of Conduct
» Equity, Diversity & Inclusion Policy
» Modern Slavery Policy
Anti-bribery and
corruption
» Anti-Bribery and Corruption Policy
» Code of Conduct
» Whistleblower Policy
» Conflicts of Interest Policy
Commentary
For further information on the Group’s
approach to Environmental matters, see the
Environment & Sustainability section of our
Sustainability and Governance report.
For further information on the Group’s
approach to Social and Employee matters,
see the People & Culture section of this
Report and the People & Workplace section
and the Community Involvement section of
our Sustainability and Governance report.
The Group is committed to conducting
all our activities in accordance with high
standards of business conduct, respecting
the fundamental freedoms and rights of
our people. The Group is also committed to
ensuring that our supply chain is free from
human rights abuses, including forced labour,
slavery and trafficking.
The Group does not tolerate any form of
bribery, prohibits facilitation payments, and
does not make political contributions.
Description of the
business model
Details are set out in the Principal activities and Review of the Development of the Business
section of this report.
Non-financial
key performance
indicators
The Group’s planning and financial reporting procedures include financial and non-financial
Key Performance Indicators (KPIs) which benchmark progress towards our strategic
priorities. KPIs are reviewed and monitored on a regular basis by the Board, the Audit, Risk
and Compliance Committee, or the applicable business manager and are amended to
better reflect the Group’s key performance measures when required. Our KPIs in connection
with the above matters relate to the level of reported breaches of applicable legislation or
incidents reported, of which there were none in the current year.
In addition to the KPIs which are reviewed and monitored at a business level, the Group
has a number of KPIs which are used to monitor the Group’s performance. These KPIs are
outlined further in our key performance indicators section on pages 25 and 26.
Principal risks
Details are set out in the Risk Management section of this report on pages 63 to 70 and
each of the above areas are discussed where relevant.
113
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114
Directors’ Report
EU Taxonomy
Background
The EU taxonomy is part of the
EU’s overall efforts to reach the
objectives of the European Green
Deal. The EU Taxonomy Regulation
allows companies to share a
common definition of economic
activities that can be considered
environmentally sustainable by
providing a classification system
for sustainable activities, to
help direct investments towards
sustainable projects and activities.
It establishes a list of sustainable
economic activities which
contribute meaningfully towards
several environmental objectives.
In the following section, the
Group has outlined information on
the extent to which the Group’s
activities are eligible and aligned
under this taxonomy.
Uniphar acknowledges that
this regulation is continuing to
evolve and has therefore adopted
a conservative approach in
calculating the KPIs below.
Economic Activity
In assessing eligibility, we looked
at the activities of the Group and
whether these fall within the scope
of the economic activities outlined
under the taxonomy regulation.
Uniphar’s core business includes
the supply of pharmaceutical and
medical device products, which
are not currently listed as eligible
activities.
To support our core business
activities, we carry out some
ancillary services and we have
looked at our investment in these
areas to understand if these
qualify as eligible.
Accounting Policies
Turnover
While the supply of pharmaceutical
and medical device products was
deemed non-eligible we reviewed
the Group’s divisions against those
economic activities currently
within the scope of the taxonomy
regulation and, through this
assessment, we determined that
Uniphar had no eligible turnover in
2023 and therefore no alignment.
Capital Expenditure
Our assessment was on investment
in eligible economic activities
listed within the regulation.
This included projects involving
building renovations to improve
existing distribution facilities and
the installation, maintenance
and repair of energy efficiency
equipment. Projects were allocated
to distinct categories to avoid
double counting.
Operating Expenditure
A detailed review was undertaken
of our Operating Expenditure
against those economic activities
that are currently within the scope
of the taxonomy regulation, and it
was concluded that Uniphar has
no eligible operating expenditure in
2023 and no taxonomy alignment
in 2023.
Key Performance Indicators
In the 2023 reporting period,
Uniphar had no turnover associated
with eligible activities. The
proportion of eligible operating
expenditure was also deemed to
be nil. Eligible capital expenditure
was deemed to be 9.3%.
Turnover
With no eligible turnover
(numerator) and using a base of
our total turnover (denominator), as
reported in our Income Statement,
we established the proportion of
eligible turnover to be 0%.
Operating Expenditure
It is notable that operating
expenditure used in the EU
Taxonomy framework differs from
what is considered traditional
reporting in financial statements.
The purpose of this KPI is to
encapsulate non-capitalised costs
which relate to investments and
processes. More specifically, the
EU taxonomy aligned operating
expenditure refers to costs related
to research and development,
building renovation measures,
short-term lease, maintenance
and repair and any other direct
expenditures. Having identified
no eligible expenditure within this
category (numerator) and using
the total operating expenditure
(denominator) as defined in the
EU Taxonomy Regulation, we
established the proportion of
eligible operating expenditure
to be 0%. Uniphar’s share of
operating expenditure associated
with Taxonomy-aligned economic
activities was 0%.
Taxonomy Alignment
Having identified certain taxonomy
eligible economic activities, we did
not identify any activities which
met all of the alignment criteria of
the EU Taxonomy Regulations.
Category
Taxonomy
Eligible
Taxonomy
Aligned
Turnover
0.0%
0.0%
Capital Expenditure
Comparing these eligible capital
additions (numerator) to our
additions of intangible assets and
property, plant and equipment,
right of use assets as reported in
Notes 10 and 11 in our financial
statements (denominator), the
share of capital expenditure
associated with Taxonomy-
eligible economic activities was
approximately 9.3%. This does not
include business combinations
in the year. Uniphar’s share of
capital expenditure associated
with Taxonomy-aligned economic
activities was 0%.
Capital
Expenditure
Operating
Expenditure
9.3%
0.0%
0.0%
0.0%
This taxonomy information has
been provided on a voluntary
basis. We will comply with the full
requirements of the taxonomy
when applicable and have provided
this information recognising our
commitment to sustainability, and
as we transition to being in the
scope of CSRD reporting, additional
information will be provided in our
annual reports.
Substantial Holdings
The table below shows all notified shareholdings in excess of 3% of the issued ordinary share capital of the
Company as at 31 December 2023 and 22 February 2024, being the closest possible date to the date of signing
of this report:
22 February 2024
31 December 2023
Number of shares
% Holding
Number of shares
% Holding
Allianz Global Investors
32,858,273
12.0%
Polar Capital
Sisk Family
Mackenzie Investments
SwedBank Robur
BlackRock Inc
19,872,890
12,672,336
12,226,116
9,955,000
9,206,397
7.3%
4.6%
4.5%
3.7%
3.4%
32,424,117
19,872,890
12,672,336
12,258,517
9,995,000
9,458,739
11.9%
7.3%
4.6%
4.5%
3.7%
3.5%
Directors, Secretary and their Interests in Shares
The names of the persons who, at any time in the
twelve months to 31 December 2023, were Directors
are set out below:
M. Pratt
G. Rabbette
T. Dolphin
P. Hogan
S. Webb
J. Berkowitz
J. Gaul
L. Hoctor
The beneficial interests, including family interests, of
the Directors and Company Secretary of Uniphar plc
in office at 31 December 2023 in the share capital of
Uniphar plc and subsidiary undertakings were:
Ordinary
shares
G. Rabbette
T. Dolphin
31 December
2023
Number
31 December
2022
Number
7,800,107
8,003,310
5,692,175
5,586,322
The Directors and Secretary who hold less than 1% of
the Company’s issued share capital are not disclosed,
as the Company is exempt from this disclosure under
Section 260, Companies Act 2014. For further details
on Director’s share awards under LTIP schemes, see
the Remuneration Committee Report.
Political Donations
The Electoral Act 1997 (as amended by the Electoral
Political Funding Act 2012) requires companies to
disclose all political donations to any individual party
over €200 in value made during the financial year. The
Directors, on enquiry, have satisfied themselves that
no such donations in excess of this amount have been
made by the Group or any of its subsidiaries.
Events after the Balance Sheet Date
On 14 February 2024, the Group acquired the
remaining 20% shareholding in Dialachemist Limited
resulting in the entity becoming a wholly-owned
subsidiary of the Group. There have been no material
events subsequent to 31 December 2023 that would
require adjustment to or disclosure in this report.
Dividends
Following another set of positive results for the
Group, the Directors are proposing a final dividend of
€3.2m. Together with the interim dividend of €1.8m,
paid in October 2023, this brings the total dividend
for the year to €5m, which is an increase of 5.2% on
2022. Subject to approval at the AGM, the proposed
dividend will be paid to ordinary shareholders on the
Company’s register at 5pm on 19 April 2024.
The Board has adopted a progressive dividend
policy, to reflect the expectation of future cash flow
generation and the long-term earnings potential of
the Group.
Auditors
The independent auditors, PwC, have indicated their
willingness to continue in office.
On behalf of the Board:
M. Pratt
G. Rabbette
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UNIPHAR PLC ANNUAL REPORT 2023
GOVERNANCE
Directors’ Report
116
Financial Statements
Enabling
growth
119 Independent auditors’ report
127 Group Income Statement
128 Group Statement of Comprehensive Income
129 Group Balance Sheet
130 Company Balance Sheet
131 Group Cash Flow Statement
132 Company Cash Flow Statement
133 Group Statement of Changes in Equity
134 Company Statement of Changes in Equity
135 Accounting Policies
148 Notes to the Financial Statements
208 Alternative Performance Measures
213 Glossary of Terms
Image tbc
117
118
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS Independent auditors’ report to the members of Uniphar plc
Report on the audit of the financial statements
Opinion
In our opinion, Uniphar plc’s Group financial statements and Company financial statements (the
“financial statements”):
» give a true and fair view of the Group’s and the Company’s assets, liabilities and financial position as at
31 December 2023 and of the Group’s profit and the Group’s and the Company’s cash flows for the year
then ended;
» have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”)
as adopted by the European Union and, as regards the Company’s financial statements, as applied in
accordance with the provisions of the Companies Act 2014; and
» have been properly prepared in accordance with the requirements of the Companies Act 2014.
We have audited the financial statements, included within the Annual Report, which comprise:
» the Group and Company Balance Sheets as at 31 December 2023;
» the Group Income Statement for the year then ended;
» the Group Statement of Comprehensive Income for the year then ended;
» the Group and Company Cash Flow Statements for the year then ended;
» the Group and Company Statements of Changes in Equity for the year then ended;
» the accounting policies; and
» the notes to the financial statements.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (“ISAs (Ireland)”)
and applicable law. Our responsibilities under ISAs (Ireland) are further described in the Auditors’
responsibilities for the audit of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in Ireland, which includes IAASA’s Ethical Standard as applicable to listed
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our audit approach
Overview
Materiality
Overall materiality
» €2.6 million (2022: €2.75 million) - Group financial statements
» Based on c. 5% of profit before tax, before exceptional items.
» €2.7 million (2022: €2.5 million) - Company financial statements
» Based on c. 1% of net assets.
Audit
scope
Performance materiality
» €2.0 million (2022: €2.1 million) - Group financial statements.
» €2.0 million (2022: €1.8 million) - Company financial statements.
Key audit
matters
Audit scope
» The Group has three operating segments: Uniphar Supply Chain & Retail, Uniphar
Pharma and Uniphar Medtech. Each of these consists of a number of reporting
components.
» We performed full scope audits of the complete financial information of seven
reporting components, which in our view required an audit of their complete financial
information due to their size and financial significance to the Group or risk factors.
» These components account for in excess of 75% of Revenues, in excess of 85% of Profit
before tax before exceptional items and in excess of 70% of Total assets of the Group.
In addition, specified audit procedures on selected account balances, classes of
transactions or disclosures were performed at 24 other reporting components within
the Group.
»
Key audit matters
» Goodwill impairment assessment.
» Accounting for the McCauley’s Brand asset.
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement
in the financial statements. In particular, we looked at where the directors made subjective judgements, for
example in respect of significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits we also addressed the risk of management
override of internal controls, including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance
in the audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) identified by the auditors, including those
which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters, and any comments we make on the results of
our procedures thereon, were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a
complete list of all risks identified by our audit.
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UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSIndependent auditors’ report to the members of Uniphar plc (continued) Key audit matter
How our audit addressed the key audit matter
Goodwill impairment assessment
Refer to “Intangible assets” and “Impairment of assets”
on pages 137 and 138 (Accounting policies), “Impairment
assessment of goodwill and other non-current assets”
in note 1 (“Significant estimates and judgements”) and
note 10 (“Intangible Assets”).
The carrying value of goodwill at 31 December 2023 is c.
€517m, representing approximately 40% of the Group’s
total assets.
The carrying amount of goodwill attributed to each
Cash Generating Unit (“CGU”) is tested for impairment
annually, or more frequently if events or changes in
circumstances indicate that it might be impaired.
As set out in note 10 management concluded there
were no impairments in the year.
We determined this to be a key audit matter due
to the level of judgement required by management
in determining the recoverable amount of goodwill,
and the assumptions used in the calculation of its
value-in-use.
Key assumptions used to develop the estimation of
value-in-use at 31 December 2023 include the growth
rates for revenue and cost inflation included in the
cashflow forecasts, long term growth rates and the
discount rates.
Accounting for the McCauley’s brand asset
Refer to “Business combinations” on pages 141 and
142 (Accounting policies), “Business combinations”
under note 1 (“Significant estimates and judgements”),
note 10 (“Intangible Assets”) and note 35 (“Acquisitions
of subsidiary undertakings and business assets”).
As set out in note 10, goodwill of €37.85m was
recognised in the year of which €32.6m relates to
the McCauley’s acquisition. Management determined
that the acquisition met the definition of a business
combination under IFRS 3 ‘Business Combinations’.
An intangible asset of €10.9m was also recognised in
relation to the McCauley’s brand. Management engaged
a valuation specialist to assist in determining the fair
value on acquisition of the brand.
Management used the relief from royalty method in
the valuation of the brand and key assumptions used
included growth rates for revenue, the assumed royalty
rate and the discount rate.
We determined the accounting for the McCauley’s
acquisition to be a key audit matter due to its
significance to the financial statements and the
complexity and degree of judgement involved
in determining the fair value of the McCauley’s
brand asset.
We considered management’s impairment model for
each group of CGUs and evaluated the methodology
used and the key assumptions therein. We also tested
the mathematical accuracy of the impairment models.
We agreed the cash flow forecasts for 2024 to 2028 to
Board approved plans.
We assessed the reasonableness of estimates of future
revenue and costs included in the cash flow forecasts
by evaluating relevant assumptions with reference to
historical performance and current market conditions.
We evaluated the discount rates and long term growth
rates used by management, with the assistance of PwC
valuation experts.
We evaluated the sensitivity analysis performed by
management and also performed additional sensitivity
analysis using alternative reasonably possible
assumptions used in estimating the value-in-use.
Based on the results of our procedures we were
satisfied that no impairment charge was required.
We also assessed the appropriateness of the
disclosures in note 10 regarding the impairment
assessment of goodwill.
We read the legal agreements for the acquisition to
obtain an understanding of the terms of the acquisition.
We challenged management regarding the existence of
intangible assets, other than goodwill, in respect of the
acquisition through assessment of the business acquired,
review of the legal agreements and management’s
assessment of the nature of the assets together with the
testing performed on opening balances.
We obtained the third party valuation report pertaining
to the McCauley’s brand:
» We evaluated the appropriateness of the valuation
method with the assistance of PwC valuation experts.
» We agreed the revenue forecasts for 2024 to Board
approved plans and evaluated the reasonableness
of the growth rate applied with reference to current
market conditions.
» We evaluated, with the assistance of PwC valuation
experts, the reasonableness of the royalty rate and
discount rate. The evaluation included consideration
of economic and industry data.
Based on the procedures performed we were satisfied
that the valuation assumptions applied in recognising
the McCauley’s brand asset were appropriate.
We also assessed the appropriateness of the
disclosures in the financial statements.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion
on the financial statements as a whole, taking into account the structure of the Group, the accounting
processes and controls, and the industry in which the Group operates.
The Group is structured along three operating segments being Uniphar Supply Chain & Retail, Uniphar
Pharma and Uniphar Medtech. Each operating segment comprises a number of reporting components. The
group has 61 reporting components across the three operating segments. In establishing the overall approach
to the Group audit, we identified seven reporting components which in our view required an audit of their
complete financial information due to their size and financial significance to the Group or risk factors.
These components account for in excess of 75% of Revenues, in excess of 85% of Profit before tax before
exceptional items, and in excess of 70% of Total assets of the Group. In addition, specified audit procedures
on selected account balances, classes of transactions or disclosures were performed at 24 other reporting
components within the Group.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be
performed at the components by us, as the Group engagement team, and by a PwC network firm, under our
instruction. The Group team was responsible for the scope and direction of the audit. In respect of the work
performed by the component auditor, we determined the level of involvement the Group team needed to
have to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for
our opinion on the financial statements as a whole.
The Group engagement team used video conferencing to facilitate our oversight of the component auditor
work and had video meetings and discussions with the component management and audit team. The Group
team interacted regularly with the component team during all stages of the audit. The meetings with our
component team confirmed their audit approach and involved discussing and understanding the significant
audit risk areas, obtaining updates on local laws and regulations and other relevant matters.
In addition, we received a detailed memorandum of examination on work performed and relevant findings in
addition to an audit report that supplemented our understanding of the component. The Group engagement
team also reviewed certain audit working papers in the component audit file. Post audit conference calls
were also held with the component audit team to discuss their audit findings.
This together with audit procedures performed by the Group team gave us the comfort we required in
respect of our audit of the financial statements as a whole. These procedures included, amongst others,
procedures over central functions, IT systems, areas of judgement including the key audit matters noted
above, taxation, business combinations and the consolidation process.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope
of our audit and the nature, timing and extent of our audit procedures on the individual financial statement
line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate
on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole
as follows:
Group financial statements
Company financial statements
Overall materiality
€2.6 million (2022: €2.75 million).
€2.7 million (2022: €2.5 million).
How we determined it
c. 5% of profit before tax, before
exceptional items.
c. 1% of net assets.
Rationale for benchmark
applied
The Group is profit-oriented and profit
before tax before exceptional items is one
of the key metrics used by shareholders in
reviewing performance of the Group. We
consider this to be the most appropriate
relevant performance metric for the
shareholders of the Group.
We consider net assets to be the
appropriate benchmark given the Company
is a holding Company with its main activity
being the management of investments in
subsidiaries.
121
122
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSIndependent auditors’ report to the members of Uniphar plc (continued)Independent auditors’ report to the members of Uniphar plc (continued) We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance
materiality in determining the scope of our audit and the nature and extent of our testing of account
balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was c.75% of overall materiality, amounting to €2.0 million (Group audit) and €2.0 million
(Company audit).
In determining the performance materiality, we considered a number of factors - the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that
an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our
audit above €0.1 million (Group audit) (2022: €0.1 million) and €0.1 million (Company audit) (2022: €0.1 million)
as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the
going concern basis of accounting included:
» Obtaining management’s going concern assessment and evaluating the budgets and forecasts for the
going concern assessment period (being the period of twelve months from the date on which the financial
statements are authorised for issue) and challenging the key assumptions. In evaluating these forecasts
we considered the Group’s historic performance, current market conditions and the Board approved
future capital expenditure;
» Testing the mathematical integrity of the budgets and forecasts and the models and reconciling these to
Board approved budgets;
» Considering whether the assumptions underlying the budgets and forecasts were consistent with related
assumptions used in testing for goodwill impairment; and
» Considering the Group’s available financing facilities and maturity profile of the Group’s debt to assess
liquidity through the going concern assessment period.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the Group’s or the Company’s
ability to continue as a going concern for a period of at least twelve months from the date on which the
financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as
to the Group’s or the Company’s ability to continue as a going concern.
In relation to the Company’s voluntary reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going concern basis
of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditors’ report thereon. The directors are responsible for the other information. Our
opinion on the financial statements does not cover the other information and, accordingly, we do not
express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If
we identify an apparent material inconsistency or material misstatement, we are required to perform
procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report that fact. We have nothing to
report based on these responsibilities.
With respect to the Directors’ Report, we also considered whether the disclosures required by the
Companies Act 2014 (excluding the information included in the “Non Financial Statement” as defined by that
Act on which we are not required to report) have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit,
ISAs (Ireland) and the Companies Act 2014 require us to also report certain opinions and matters as
described below.
» In our opinion, based on the work undertaken in the course of the audit, the information given in the
Directors’ Report (excluding the information included in the “Non Financial Statement” on which we are
not required to report) for the year ended 31 December 2023 is consistent with the financial statements
and has been prepared in accordance with the applicable legal requirements.
» Based on our knowledge and understanding of the Group and Company and their environment obtained in
the course of the audit, we did not identify any material misstatements in the Directors’ Report (excluding
the information included in the “Non Financial Statement” on which we are not required to report).
Corporate Governance Statement
As a result of the directors’ voluntary reporting we are required by ISAs (Ireland) to review the directors’
statements in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance
Code and the Irish Corporate Governance Annex (the “Code”) specified for our review. Our additional
responsibilities with respect to the Corporate Governance Statement as other information are described in
the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the Corporate Governance Statement is materially consistent with the financial statements and our
knowledge obtained during the audit and we have nothing material to add or draw attention to in relation to:
» The directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
» The disclosures in the Annual Report that describe those principal risks, what procedures are in place to
identify emerging risks and an explanation of how these are being managed or mitigated;
» The directors’ statement in the financial statements about whether they considered it appropriate to
adopt the going concern basis of accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
» The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this
assessment covers and why the period is appropriate; and
» The directors’ statement as to whether they have a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they fall due over the period of its assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group was substantially
less in scope than an audit and only consisted of making inquiries and considering the directors’ process
supporting their statement; checking that the statement is in alignment with the relevant provisions of the
UK Corporate Governance Code; and considering whether the statement is consistent with the financial
statements and our knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial statements and
our knowledge obtained during the audit:
123
124
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSIndependent auditors’ report to the members of Uniphar plc (continued)Independent auditors’ report to the members of Uniphar plc (continued) » The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and
Company’s position, performance, business model and strategy;
» The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems; and
» The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to
the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of
the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities set out on pages 111 and 112, the
directors are responsible for the preparation of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair view.
There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly
using data auditing techniques. However, it typically involves selecting a limited number of items for testing,
rather than testing complete populations. We will often seek to target particular items for testing based on
their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the IAASA
website at:
https://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/Description_of_auditors_
responsibilities_for_audit.pdf
The directors are also responsible for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
This description forms part of our auditors’ report.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the
Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the Group or
the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-
compliance with laws and regulations related to applicable healthcare regulations and competition law, and
we considered the extent to which non-compliance might have a material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the preparation of the
financial statements such as the Companies Act 2014 and taxation legislation. We evaluated management’s
incentives and opportunities for fraudulent manipulation of the financial statements (including the risk
of override of controls), and determined that the principal risks were related to posting manual journal
entries to manipulate financial performance, management bias in relation to judgements and assumptions
in significant accounting estimates and accounting for significant one-off or unusual transactions. Audit
procedures performed by the engagement team included:
» Discussions with the Audit Risk & Compliance Committee, the Company Secretary, members of the Quality
team, other senior members of management and internal audit, including consideration of known or
suspected instances of non-compliance with laws and regulations and fraud;
» Inspection of meeting minutes of the Board and the Audit Risk & Compliance Committee;
» Consideration of legal expense accounts to identify significant legal spend that may be indicative of non-
compliance with laws and regulations arising from irregularities, including fraud;
» Identifying and testing journal entries, including non standard revenue entries based on our
risk assessment;
» Challenging assumptions and judgements made by management in determining significant accounting
estimates (because of the risk of management bias), and accounting for one-off transactions, in particular
in relation to the key audit matters noted above; and
» Incorporating elements of unpredictability into the audit procedures performed.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in
accordance with section 391 of the Companies Act 2014 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2014 opinions on other matters
» We have obtained all the information and explanations which we consider necessary for the purposes of
our audit.
» In our opinion the accounting records of the Company were sufficient to permit the Company financial
statements to be readily and properly audited.
» The Company Balance Sheet is in agreement with the accounting records.
Other exception reporting
Directors’ remuneration and transactions
Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’
remuneration and transactions specified by sections 305 to 312 of that Act have not been made. We have no
exceptions to report arising from this responsibility.
Prior financial year Non Financial Statement
We are required to report if the Company has not provided the information required by Regulation 5(2) to 5(7)
of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings
and groups) Regulations 2017 in respect of the prior financial year. We have nothing to report arising from
this responsibility.
Damian Byrne
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm Dublin
26 February 2024
» The maintenance and integrity of the Uniphar plc website is the responsibility of the directors; the work
carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors
accept no responsibility for any changes that may have occurred to the financial statements since they
were initially presented on the website.
» Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
125
126
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSIndependent auditors’ report to the members of Uniphar plc (continued)Independent auditors’ report to the members of Uniphar plc (continued) Group Income Statement
Year Ended 31 December 2023
Group Statement of Comprehensive Income
Year Ended 31 December 2023
Notes
2023
Pre-
exceptional
€’000
2023
Exceptional
(Note 4)
€’000
2023
Total
€’000
2022
Pre-
exceptional
€’000
2022
Exceptional
(Note 4)
€’000
2022
Total
€’000
Revenue
Cost of sales
Gross profit
Selling and distribution costs
Administrative expenses
2
2,553,062
(2,163,078)
389,984
(76,976)
(235,648)
Other operating income/(expense)
3
395
-
-
-
-
2,553,062
2,070,669
(2,163,078)
(1,763,925)
389,984
306,744
(76,976)
(70,055)
-
-
-
-
2,070,669
(1,763,925)
306,744
(70,055)
(8,865)
(1,182)
(244,513)
(167,275)
(16,415)
(183,690)
(787)
156
-
156
Operating profit
77,755
(10,047)
67,708
69,570
(16,415)
53,155
Finance cost
Finance income
Profit before tax
Income tax expense
6
6
7
(25,024)
9,624
(15,400)
(11,766)
13,191
590
-
590
96
-
1,425
96
Total comprehensive income for the financial year
53,321
(8,834)
(423)
1,084
52,898
57,900
(7,750)
(10,076)
(3,224)
1,106
54,676
(8,970)
Attributable to:
Continuing operations
Profit for the financial year
44,487
661
45,148
47,824
(2,118)
45,706
Total comprehensive income for the financial year
Attributable to:
Owners of the parent
Non-controlling interests
27
Profit for the financial year
Attributable to:
Continuing operations
Profit for the financial year
Earnings per ordinary share (in cent):
Continuing operations
Basic and diluted earnings
per share (in cent)
8
44,815
333
45,148
45,148
45,148
16.4
16.4
45,587
119
45,706
45,706
45,706
16.7
16.7
Profit for the financial year
45,148
45,706
Notes
2023
€’000
2022
€’000
Other comprehensive income/(expense)
Items that may be reclassified to the Income Statement:
Unrealised foreign currency translation adjustments
Total comprehensive income for the financial year
Attributable to:
Owners of the parent
Non-controlling interests
697
(3,356)
45,845
42,350
45,512
42,231
27
333
119
45,845
42,350
45,845
42,350
45,845
42,350
127
128
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS Group Balance Sheet
As at 31 December 2023
Company Balance Sheet
As at 31 December 2023
Notes
2023
€’000
2022
€’000
Notes
2023
€’000
2022
€’000
517,087
44,565
206,700
25
11,792
1,458
482,981
24,192
166,628
25
9,020
509
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment, and right-of-use assets
Financial assets - Investments in subsidiaries
Financial assets - Investments in equity instruments
Deferred tax asset
Other receivables
781,627
683,355
Total non-current assets
10
10
11
12
13
16
15
16
17
17
14
23
24
28
25
26
27
18
19
20
21
18
19
21
22
ASSETS
Non-current assets
Intangible assets - goodwill
Intangible assets - other assets
Property, plant and equipment, and right-of-use assets
Financial assets - Investments in equity instruments
Deferred tax asset
Other receivables
Total non-current assets
Current assets
Inventory
Trade and other receivables
Cash and cash equivalents
Restricted cash
Assets held for sale
Total current assets
Total assets
EQUITY
Capital and reserves
Called up share capital presented as equity
Share premium
Share-based payment reserve
Other reserves
Retained earnings
Attributable to owners
Attributable to non-controlling interests
Total equity
LIABILITIES
Non-current liabilities
Borrowings
Deferred contingent consideration
Provisions
Lease obligations
Total non-current liabilities
Current liabilities
Borrowings
Deferred contingent consideration
Lease obligations
Trade and other payables
Corporation tax
Total current liabilities
Total liabilities
Total equity and liabilities
On behalf of the Board:
M. Pratt
G. Rabbette
129
184,549
237,560
85,652
173
-
157,673
164,462
103,704
-
1,600
507,934
427,439
1,289,561
1,110,794
21,841
176,501
3,542
2,705
128,213
332,802
818
21,841
176,501
718
2,008
88,476
289,544
239
333,620
289,783
222,604
31,538
1,752
126,083
187,431
56,683
2,262
105,919
381,977
352,295
13,168
43,523
20,134
490,283
6,856
7,490
35,115
14,315
407,206
4,590
573,964
468,716
955,941
821,011
1,289,561
1,110,794
Current assets
Trade and other receivables
Amounts due from subsidiaries
Cash and cash equivalents
Total current assets
Total assets
EQUITY
Capital and reserves
Called up share capital presented as equity
Share premium
Share-based payment reserve
Other reserves
Retained earnings
Total equity
LIABILITIES
Non-current liabilities
Borrowings
Deferred contingent consideration
Lease obligations
Total non-current liabilities
Current liabilities
Deferred contingent consideration
Lease obligations
Amounts owed to subsidiaries
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
10
11
12
12
13
16
16
16
17
23
24
28
25
26
18
19
21
19
21
22
22
2,658
34,711
336,052
25
2,478
406
3,115
37,959
335,489
25
2,092
244
376,330
378,924
4,737
255,136
9,135
1,485
284,306
2,761
269,008
288,552
645,338
667,476
21,841
176,501
3,542
60
66,614
21,841
176,501
718
60
66,468
268,558
265,588
186,854
-
34,706
187,431
2,462
38,283
221,560
228,176
6
3,565
136,793
14,856
-
3,836
147,060
22,816
155,220
173,712
376,780
401,888
645,338
667,476
The profit recorded in the financial statements of the Company for the year ended 31 December 2023 was
€4,978,000 (2022: loss of €5,233,000). As permitted by Section 304 of the Companies Act 2014, the Income
Statement of the Company has not been separately presented in the financial statements.
On behalf of the Board:
M. Pratt
G. Rabbette
130
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS Group Cash Flow Statement
Year Ended 31 December 2023
Company Cash Flow Statement
Year Ended 31 December 2023
Notes
2023
€’000
2022
€’000
29
82,149
Operating activities
Cash inflow from operating activities
Proceeds from non-recourse financing
Interest paid
Interest received
Interest paid on lease liabilities
Corporation tax payments
Net cash inflow from operating activities
Investing activities
Payments to acquire property, plant and equipment - Strategic projects
Payments to acquire property, plant and equipment - Maintenance
Receipts from disposal of property, plant and equipment (net of disposal expenses)
Receipts from disposal of businesses (net of cash disposed and disposal expenses)
Payments to acquire intangible assets - Strategic projects
Payments to acquire intangible assets - Maintenance
Receipts from disposal of assets held for sale
Payments to acquire subsidiary undertakings (net of cash acquired)
Repayment of debt acquired on acquisition of subsidiary undertakings
Payments on prior year acquisitions
Payment of deferred and deferred contingent consideration
Receipt of deferred consideration receivable
Net cash outflow from investing activities
Financing activities
Proceeds from borrowings
Repayments of borrowings
Increase/(decrease) in invoice discounting facilities
Movement in restricted cash
Payment of dividends
Principal element of lease payments
Acquisition of further equity in subsidiaries
Net cash inflow from financing activities
(Decrease)/increase in cash and cash equivalents in the year
Foreign currency translation on cash and cash equivalents
Opening balance cash and cash equivalents
Closing balance cash and cash equivalents
21
14
30
30
17
17
-
(16,186)
590
(4,884)
(9,158)
82,704
15,000
(5,293)
96
(3,644)
(6,032)
52,511
82,831
(14,066)
(7,192)
991
718
(6,925)
(3,771)
1,600
(29,809)
(22,664)
(842)
(8,568)
100
(5,657)
(8,299)
128
-
(2,517)
(3,448)
-
(67,248)
(9,420)
(937)
(9,282)
348
(90,428)
(106,332)
35,750
98,174
(1,600)
(19,769)
7,278
(173)
(4,832)
(9,806)
-
(4,666)
(16,604)
(13,192)
(189)
(336)
19,630
50,405
(18,287)
235
103,704
26,904
(1,225)
78,025
85,652
103,704
Operating activities
Cash inflow/(outflow) from operating activities
Interest paid
Interest received
Interest paid on lease liabilities
Corporation tax receipts inclusive of loss relief utilised
Notes
2023
€’000
2022
€’000
29
25,227
(9,632)
189
(3,303)
(3,705)
-
21
(1,205)
(1,316)
642
-
Net cash inflow/(outflow) from operating activities
15,221
(8,324)
Investing activities
Payments to invest in subsidiary undertakings
Payments to acquire property, plant and equipment - Maintenance
Payments to acquire intangible assets - Maintenance
Payments to acquire intangible assets - Strategic projects
Receipt of deferred consideration receivable
Net cash outflow from investing activities
Financing activities
Proceeds from borrowings
Repayments of borrowings
Payment of dividends
Principal element of lease payments
Acquisition of further equity in subsidiaries
Net cash (outflow)/inflow from financing activities
Increase in cash and cash equivalents in the year
Opening balance cash and cash equivalents
Closing balance cash and cash equivalents
-
(16)
(1,012)
-
100
(44,152)
-
(993)
(1,144)
21
(928)
(46,268)
-
-
(4,832)
(2,898)
(189)
82,478
(19,648)
(4,666)
(2,916)
-
(7,919)
55,248
30
17
17
6,374
2,761
9,135
656
2,105
2,761
131
132
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS l
a
t
o
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l
e
b
a
t
u
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i
r
t
t
A
i
d
e
n
a
t
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a
t
i
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134
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS
Accounting Policies
Basis of preparation
In accordance with the AIM and Euronext Growth Rules the consolidated financial statements of Uniphar plc
and its subsidiaries (the ‘Group’) have been prepared in accordance with International Financial Reporting
Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to
companies reporting under IFRS, as adopted by the EU and as applied in accordance with the Companies
Acts 2014.
Uniphar plc is incorporated in the Republic of Ireland under registration number 224324 with a registered
office at 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K.
The parent Company’s financial statements are prepared using accounting policies which are consistent
with the accounting policies applied to the consolidated financial statements by the Group. The accounting
policies are set out below and they have also been applied consistently by all of the Group’s subsidiaries and
joint ventures to all years presented in these financial statements.
The financial statements include the information that is described as being an integral part of the audited
financial statements referred to in the Remuneration Committee Report.
Going concern
The Directors have made appropriate enquiries and carried out a thorough review of the Group’s forecasts,
projections and available banking facilities taking account of committed outflows including deferred
contingent consideration and committed capital expenditure. Consideration was also given to possible
changes in trading performance and potential business risk. The forecasts indicate significant liquidity
headroom will be maintained above the Group’s borrowing facilities and applicable financial covenants will
be met throughout the period.
The Group has a robust capital structure with strong liquidity, supported into the future by the banking
facility, with a remaining term extending to August 2027 (with one option remaining to extend by a further
one year). The Group renewed and expanded its banking facility during 2022, to provide it with the platform
to fund continued growth.
Having regard to the factors outlined above, the Directors have a reasonable expectation that the Group
has adequate resources to continue in operational existence for the foreseeable future, being a period of 12
months from the date of approval of these financial statements. As a result, the Directors consider that it is
appropriate to continue to adopt the going concern basis, in preparing the financial statements.
Basis of consolidation
The Group’s financial statements are prepared for the year ended 31 December 2023. The annual financial
statements incorporate the Company and all of its subsidiary undertakings. A subsidiary undertaking is
consolidated by reference to whether the Group has control over the subsidiary undertaking. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the activities of the entity.
The results of all Group undertakings are prepared to the Group’s financial year end. The principal
subsidiaries of the Group are listed in Note 37. The attributable results of acquisitions are included in the
financial statements from the date of acquisition. The results of any subsidiary undertakings disposed of
are included in the Group consolidated Income Statement and Group Cash Flow Statement up to the date
control ceases. Intergroup transactions are eliminated on consolidation in the preparation of the Group’s
financial statements.
New Standards, Amendments and Interpretations
The Group has applied the following standards and amendments for the first time for its annual reporting
period commencing 1 January 2023:
» Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies
» Amendments to IAS 8 – Definition of Accounting Estimate
» Amendment to IAS 12 – Deferred tax related to assets and liabilities arising from a single transaction
» IFRS 17 Insurance Contracts
» Amendment to IAS 12 - International tax reform- Pillar two model rules
The amendments listed above did not have any impact on the amounts recognised in prior periods and are
not expected to significantly affect the current or future periods.
New standards and interpretations not yet adopted
The following accounting standards and interpretations have been published but are not mandatory for 31
December 2023 reporting periods and have not been early adopted by the Group:
» Agenda Discussion- Definition of a Lease – Substitution Rights (IFRS 16)
» Classification of Liabilities as Current or Non-current – Amendments to IAS 1 Non-current Liabilities with
Covenants – Amendments to IAS 1
» Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
» Supplier finance arrangements – Amendments to IAS 7* and IFRS 7
» Amendments to IAS 21* to clarify the accounting when there is a lack of exchangeability
» Amendments to IAS 1, ‘Presentation of financial statements’, on classification of liabilities
» Amendments to IAS 1, Non-current Liabilities with Covenants
*These amendments have not yet been endorsed by the European Union.
These standards are not expected to have a material impact in the current or future reporting periods or on
foreseeable future transactions.
Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
» Investments in equity, financial assets and liabilities, certain classes of property, plant and equipment –
measured at fair value
The preparation of financial statements in conformity with IFRS requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue and
expenses, during the reporting period. Actual results could differ from those estimates. The areas involving a
high degree of judgement or complexity, or areas where assumptions and estimates are significant in relation
to the consolidated financial statements are set out in Note 1.
135
136
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSAccounting Policies (continued) Foreign currency translation
(i) Functional currency and presentational currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the functional currency).
The functional currency of the parent company is Euro. The consolidated financial statements and parent
company financial statements are presented in Euro.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates are generally recognised in the Income Statement.
Foreign exchange gains and losses are presented in the Income Statement on a net basis within
administrative expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets and
liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation
differences on non-monetary assets and liabilities such as equities held at fair value through the Income
Statement are recognised in the Income Statement as part of the fair value gain or loss and translation
differences on non-monetary assets such as equities classified as investments in equity instruments are
recognised in Other Comprehensive Income (OCI).
(iii) Foreign currency translation
The results of each of the Group’s entities with non-Euro functional currencies are translated into Euro
at average exchange rates for the year when they are a reasonable approximation of the cumulative
effect of the rates on transaction dates and the related Balance Sheets are translated at the closing
rate. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation and translated at the closing rate. All resulting exchange
differences are recognised in other comprehensive income and taken to a separate reserve within equity.
When a foreign entity is disposed of outside the Group, such exchange differences are recognised in the
Income Statement as part of the gain or loss on disposal.
(iv) Net investment hedge
Net investment hedges are foreign currency borrowings used to finance or provide a hedge against Group
equity investments in non-Euro denominated operations, to the extent that they are neither planned nor
expected to be repaid in the foreseeable future or are expected to provide an effective hedge of the net
investment. When the hedge is deemed to be effective, foreign exchange differences are taken directly
to the foreign currency translation reserve. The ineffective portion of any gain or loss on the hedging
instrument is recognised immediately in the Income Statement. Cumulative gains and losses remain in
equity until disposal of the net investment in the foreign operation at which point the related differences
are transferred to the Income Statement, as part of the overall gain or loss on sale.
Intangible assets
(i) Goodwill
Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised, but it
is tested for impairment annually, or more frequently if events or changes in circumstances indicate that
it might be impaired and is carried at cost less accumulated impairment losses. Goodwill is allocated
to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-
generating units or groups of cash-generating units that are expected to benefit from the business
combination in which the goodwill arose. The units or groups of units are identified at the lowest level at
which goodwill is monitored for internal management purposes.
(ii) Computer software
Computer software, including computer software which is not an integrated part of an item of computer
hardware and cloud computing arrangements, is stated at cost less any accumulated amortisation
and any accumulated impairment losses. Cost comprises purchase price and any other directly
attributable costs.
Computer software is recognised if it meets the following criteria:
» An asset can be separately identified
» It is probable that the asset created will generate future economic benefits
» The development cost of the asset can be measured reliably
» It is probable that the expected future economic benefits that are attributable to the asset will flow to
the entity
» The cost of the asset can be measured reliably
Costs relating to the development of computer software for internal use are capitalised, once the
recognition criteria outlined above are met. Computer software is amortised using the straight-line
method over its expected useful lives of between three and ten years to the Income Statement from the
date the assets are ready for use.
(iii) Trademarks and licences
Trademarks and licences are shown at historical cost. Trademarks and licences have a finite useful life
and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line
method to allocate the cost of trademarks and licences over their estimated useful lives of five years.
(iv) Intangible Assets – Acquired
Intangible assets that are acquired by the Group in a business combination are stated at cost less
accumulated amortisation and impairment losses, when separable or arising from contractual or other
legal rights and when they can be measured reliably.
Intangible assets are amortised using the straight-line method. The Brand names are amortised over the
expected useful life of ten years, the Technology assets are amortised over the expected useful life of
five years and the Customer relationships are amortised over five years.
Amortisation periods, useful lives, expected patterns of consumption and residual values are reviewed
at each financial year end. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset are accounted for by changing the amortisation
period or method as appropriate on a prospective basis.
Impairment of assets
Goodwill has an indefinite useful life, is not subject to amortisation and is tested annually for impairment, or
more frequently if events or changes in circumstances indicate that it might be impaired. Other assets are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of
disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash inflows which are largely independent of the cash inflows
from other assets or groups of assets (cash-generating units). Goodwill impairment testing is performed for
groups of cash generating units that are expected to benefit from the synergies of a business combination.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of
the impairment at the end of each reporting period.
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UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSAccounting Policies (continued)Accounting Policies (continued) Property, plant and equipment
Property, plant and equipment are stated at cost or deemed cost, as appropriate, less accumulated
depreciation. Freehold property in Ireland was revalued to fair value and measured on the basis of deemed
cost on the date of transition to IFRS being the revalued amount at the date of that revaluation less
accumulated depreciation.
Depreciation is calculated in order to write off the cost of property, plant and equipment, other than land
and assets under construction, over their estimated useful lives.
The estimated useful lives of property, plant and equipment by reference to which depreciation has been
calculated are as follows:
Freehold buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computer equipment
Motor vehicles
Instruments
50 years
10 years
3 – 10 years
10 years
3 – 5 years
5 years
3 years
Land is not being depreciated.
Right-of-use assets
Property, plant and equipment and intangible assets recognised as a right-of-use asset in accordance with
IFRS 16 are depreciated over the right-of-use asset’s useful life on a straight-line basis. The average useful
life of each of the right-of-use asset classes are as follows:
Leasehold buildings
Plant and equipment
Motor vehicles
Computer software
11 years
5 years
3 years
5 years
Assets held for sale
Non-current assets that are expected to be recovered principally through sale, rather than continuing use,
and meet the IFRS 5 criteria are classified as held for sale. These assets are shown in the Balance Sheet
at the lower of their carrying amount and fair value less any costs to sell. Impairment losses on initial
classification as non-current assets held for sale and subsequent gains or losses on re-measurement are
recognised in the Income Statement.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are
capitalised as part of the cost of that asset for the period of time that is necessary to complete and prepare
the asset for its intended use. All other borrowing costs are recognised as an expense in the Income
Statement in the period in which they are incurred.
Financial assets – Investments in subsidiaries
Investments in subsidiaries are stated at cost less any accumulated impairment and are reviewed for
impairment if there are indications that the carrying amount may not be recoverable. They are assessed for
impairment annually, as part of the Group’s overall impairment assessment.
Investments and other financial assets and liabilities
(i) Classification
The Group classifies its financial assets in the following measurement categories:
» Those to be measured subsequently at fair value (either through OCI or through profit or loss)
» Those to be measured at amortised cost
The classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows.
(ii) Recognition and derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred substantially all the risks and rewards
of ownership.
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through the profit or loss, transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at fair value through the
profit or loss are expensed in the Income Statement.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the
asset and the cash flow characteristics of the asset. There are three measurement categories into which
the Group classifies its debt instruments:
» Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Interest income
from these financial assets is included in finance income using the effective interest rate method. Any
gain or loss arising on derecognition is recognised directly in the Income Statement and presented in
other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented
as a separate line item in the Income Statement;
» Fair value through Other Comprehensive Income (FVOCI): Assets that are held for collection of
contractual cash flows and for selling the financial assets, where the assets’ cash flows represent
solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount
are taken through OCI, except for the recognition of impairment gains or losses, interest income and
foreign exchange gains and losses which are recognised in the Group Income Statement. When the
financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified
from equity to the Group Income Statement; and
» Fair value through profit or loss (FVPL): Assets that do not meet the criteria for amortised cost or
FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at
FVPL is recognised in the Group Income Statement in the period in which it arises.
Loans and receivables
Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued.
The liability is initially measured at fair value and subsequently at the higher of:
» the amount determined in accordance with the expected credit loss model under IFRS 9 Financial
Instruments; and
» the amount initially recognised less, where appropriate, the cumulative amount of income recognised
in accordance with the principles of IFRS 15 Revenue from Contracts with Customers.
The fair value of financial guarantees is determined based on the present value of the difference in cash
flows between the contractual payments required under the debt instrument and the payments that
would be required without the guarantee, or the estimated amount that would be payable to a third
party for assuming the obligations. Where guarantees in relation to loans or other payables of associates
are provided for no compensation, the fair values are accounted for as contributions and recognised as
part of the cost of the investment.
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UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSAccounting Policies (continued)Accounting Policies (continued) Equity instruments
Investments in equity instruments are subsequently carried at fair value through OCI. Gains or losses
arising from changes, due to both translation differences and other changes, in the fair value are
recognised in OCI.
Details on how the fair value of financial instruments is determined are disclosed in Note 32.
(iv) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt
instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on
whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires
expected lifetime losses to be recognised from initial recognition of the receivables.
(v) Income recognition
Interest income
Interest income is recognised in the Income Statement, as it accrues, using the effective
interest method.
Dividends
Dividends are recognised as revenue when the right to receive payment is established. This applies
even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for
impairment, as a consequence.
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is
the date on which control is transferred to the Group. Under the acquisition method, the assets, liabilities
and contingent liabilities of an acquired business are initially recognised at their fair value at the date
of acquisition.
The Group measures goodwill at the acquisition date as:
» The fair value of the consideration transferred; plus
» The recognised amount of any non-controlling interests in the acquiree; plus
» If the business combination is achieved in stages, the fair value of the pre-existing equity interest in the
acquiree; less
» The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in the Income Statement.
The cost of a business combination is measured as the aggregate of the fair values of any assets transferred,
liabilities incurred or assumed, and equity instruments issued in exchange for control. The consideration
transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts
are generally recognised in the Income Statement.
The fair value attributable to any non-controlling interest arising on an acquisition is calculated based on the
non-controlling interest share of the identifiable net assets at the date of acquisition. When less than 100%
of the issued share capital of a subsidiary is acquired and the acquisition includes an option to purchase the
remaining share capital of the subsidiary, the terms of the option contract are analysed to assess whether
they provide the Group or the non-controlling interest with access to the risks and rewards associated with
the actual ownership of the shares. The non-controlling interest is recognised if risks and rewards associated
with ownership have been retained by the non-controlling interest. The non-controlling interest is not
recognised if the risks and rewards associated with ownership have transferred to the Group, the transaction
is accounted for as if the Group had acquired the non-controlling interests at the date of entering into the
option (‘the anticipated acquisition method’). In both scenarios, a liability is recognised within deferred
contingent consideration equal to the fair value of the option and this is revised to fair value at each
reporting date with differences being recorded in the Income Statement.
Where a business combination agreement provides for an adjustment to the cost of the combination, which
is contingent on future events, the deferred contingent consideration payable is measured at fair value at the
acquisition date. If the deferred contingent consideration is classified as equity, then it is not remeasured,
and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the
deferred contingent consideration are recognised in the Income Statement.
When share-based payment awards (replacement awards) are required to be exchanged for awards held by
the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount
of the acquirer’s replacement awards is included in measuring the consideration transferred in the business
combination. This determination is based on the market-based value of the replacement awards compared
with the market-based value of the acquiree’s awards and the extent to which the replacement awards
relate to past and/or future service.
When the initial accounting for a business combination is determined provisionally, any adjustments to the
provisional values allocated to the identifiable assets and liabilities are made within twelve months of the
acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities that the Group
incurs in connection with completed business combinations, are expensed as incurred.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognised in the Income Statement over the period of the borrowings using
the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction
costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable
that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity
services and amortised over the period of the facility to which it relates.
Borrowings are removed from the Balance Sheet when the obligation specified in the contract is discharged,
cancelled, or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in the Income Statement as other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
Cash and cash equivalents
For the purpose of presentation in the Cash Flow Statement, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions, other short-term highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank overdrafts.
Share capital
Ordinary shares are classified as equity. Proceeds from the issue of ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are recognised directly in
retained earnings within equity, net of any tax effects.
Leases
The Group leases various properties, plant and equipment, software and motor vehicles. Rental contracts
are typically made for fixed periods of one to thirty years but may have extension options as described
below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and
conditions. The lease agreements do not impose any covenants, but leased assets may not be used as
security for borrowing purposes.
Leases are recognised in accordance with IFRS 16 as a right-of-use asset and a corresponding liability at the
date at which the leased asset is available for use by the Group. Each lease payment is allocated between
the liability and finance cost. The finance cost is charged to the Income Statement over the lease period to
produce a constant periodic rate of interest on the remaining balance of the liability for each period. The
right-of-use asset is depreciated over the right-of-use assets useful life on a straight-line basis.
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UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSAccounting Policies (continued)Accounting Policies (continued) Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
» Fixed payments (including in-substance fixed payments), less any lease incentives receivable
» Variable lease payments that are based on an index or a rate
» Amounts expected to be payable by the lessee under residual value guarantees
» The exercise price of a purchase option if the lessee is reasonably certain to exercise that option
» Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising
that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be
determined; or the Group’s incremental borrowing rate which is calculated using a portfolio approach, based
on the nature of the lease. The discount rate range per lease asset class is:
» Buildings – 3.0% to 6.5%
» Plant and equipment – 4.0% to 7.5%
» Motor vehicles – 5.0% to 8.5%
» Computer equipment – 4.0% to 7.5%
Right-of-use assets are measured at cost comprising the following:
» The amount of the initial measurement of lease liability
» Any lease payments made at or before the commencement date less any lease incentives received
» Any initial direct costs
» Any restoration costs.
Extension and termination options are included in a number of property and equipment leases across the
Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority
of extension and termination options held are exercisable only by the Group and not by the respective lessor.
Payments associated with leases of low-value assets are recognised on a straight-line basis as an expense in
the Income Statement.
Low-value assets comprise of computer equipment, small items of office furniture, and in-store equipment
in our retail pharmacies.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method, less provision for impairment. Provision is made using the expected credit loss
model, which uses a lifetime expected loss allowance for all trade receivables.
Inventory
Inventories are stated at the lower of cost and net realisable value. Cost is based on the moving average
cost method (and first in first out principle where appropriate). Moving average is a costing method used
under a perpetual inventory system whereby, after each purchase, average unit cost is recomputed by adding
the cost of purchased units to the cost of units in inventory and dividing by the new total number of units.
The first in, first out principle includes all expenditure which has been incurred in the normal course of
business in bringing the products to their present location and condition. Net realisable value comprises
selling price net of trade but before settlement discounts, less all costs to be incurred in marketing, selling
and distribution.
Trade and other payables
Trade and other payables are initially recorded at fair value, which is usually the original invoiced amount,
and subsequently carried at amortised cost using the effective interest rate method. Liabilities are
derecognised when the obligation under the liability is discharged, cancelled or expires.
Earnings per share
Basic earnings per share are calculated based on the profit/loss for the year attributable to owners of the
Company and the basic weighted average number of shares outstanding. Diluted earnings per share are
calculated based on the profit/loss for the year attributable to owners of the Company and the diluted
weighted average number of shares and potential shares outstanding. Shares are only treated as dilutive
if their dilution results in a decreased earnings per share or increased loss per share. Dilutive effects arise
from share-based payments that are settled in shares. Conditional share awards to employees have a
dilutive effect when the average share price during the period exceeds the exercise price of the awards and
the market or non-market conditions of the awards are met, as if the current period end were the end of
the vesting period. When calculating the dilutive effect, the exercise price is adjusted by the value of future
services that have yet to be received related to the awards.
Dividends
Dividends on ordinary shares are recognised as a liability in the financial statements only after they have
been approved at the Annual General Meeting of the Company.
Employee benefits
Share-based payments
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is
recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards.
The amount recognised as an expense is adjusted to reflect the number of awards for which the related
service and non-market performance conditions are expected to be met, such that the amount ultimately
recognised is based on the number of awards that meet the related service and non-market performance
conditions at the vesting date.
The fair value of the amount payable to employees in respect of cash long-term incentive plan (LTIP) awards,
which are settled in cash, is recognised as an expense with a corresponding increase in liabilities, over the
period during which the employees become unconditionally entitled to payment. The liability is remeasured
at each reporting date and at settlement date based on the fair value of the cash LTIP awards. Any changes
in the liability are recognised in the Income Statement.
Certain Directors and employees may acquire shares in the Company under LTIP’s. The Company accounts
for the proceeds of these share issues as and when payment of the nominal value of the share is called.
Post-employment obligations
The defined contribution pension charge to operating profit comprises the contribution payable to the
scheme for the year.
Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents the amount
receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the
Group and value-added tax.
The Group bases its estimate of returns, discounts, and rebates on historical results, taking into
consideration the type of customer, the type of transaction and the specifics of each arrangement.
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes
a financing transaction, the fair value of the consideration is measured as the present value of all future
receipts using the imputed rate of interest.
The Group recognises revenue in the amount of the price expected to be received for goods and services
supplied at a point in time or over time, as contractual performance obligations are fulfilled, and control of
goods and services passes to the customer.
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UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSAccounting Policies (continued)Accounting Policies (continued) In certain of the Group’s contracts where another party is involved in providing goods or services to its
customer, the Group determines whether it is a principal or an agent in these transactions by evaluating
the nature of its promise to the customer. The Group is a principal and records revenue on a gross basis if
it controls the promised goods or services before transferring them to the customer and considering the
rights and responsibilities regarding inventory and credit risk. In circumstances where the Group’s role is
only to arrange for another entity to provide the goods or services, then the Group is an agent and revenue
is recognised at the net amount that it retains for its agency services. The Group has concluded that it is the
principal in its revenue arrangements, except for certain agreements in Uniphar Pharma where the Group’s
role is only to arrange for another entity to provide the goods or services. Revenue billed in advance of
achieving the Group’s revenue recognition criteria is presented in deferred income.
An analysis of the revenue recognition principles applied in each of the Group’s operating segments is
provided below:
Uniphar Medtech
Revenue is derived from the provision of goods and services falling within the Group’s ordinary activities after
deduction of trade discounts and value-added tax.
Sales of goods are recognised on despatch to the customer, and there is no unfulfilled performance
obligation that could affect the customer’s acceptance of the product. Despatch occurs when the goods
have been shipped to the location specified by the customer, the risks of obsolescence or loss have
been transferred to the customer, the customer has accepted the products in accordance with the sales
contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for
acceptance have been satisfied. Where sales are on a consignment basis, revenue is not recognised until a
sale has been made to a third party. In some circumstances, goods are sold with volume rebates. Sales are
measured at the prices specified in the sale contract, net of estimated volume rebates. Volume rebates are
assessed based on anticipated annual purchases and historical experience.
Revenue from service contracts is recognised in the financial year in which the services are rendered and
when the outcome of the contract can be estimated reliably.
Sales are normally made with credit terms of between 30-90 days. This element of financing is deemed
immaterial and is disregarded in the measurement of revenue.
Uniphar Pharma
Revenue is measured at the fair value of the consideration received or receivable and represents the amount
receivable for goods supplied or services rendered, net of value-added tax and trade discounts. Revenue
arises from the sale of goods to wholesalers, retailers and hospitals.
The Group bases its estimate of returns, discounts, and rebates on historical results, taking into
consideration the type of customer, the type of transaction and the specifics of each arrangement. The
Group recognises revenue in the amount of the price expected to be received for goods supplied at a point
in time as contractual performance obligations are fulfilled, and control of goods passes to the customer.
Revenue arises from the provision of resourcing, outsourcing and consultancy services and the provision of
patient solution services. Revenue from service contracts is recognised in the financial year in which the
services are rendered and when the outcome of the contract can be estimated reliably.
Service revenue arises on the provision of product development solutions and the delivery of Expanded
Access Programs. Revenue from service contracts is recognised in the financial year in which the services are
rendered and when the outcome of the contract can be estimated reliably.
Uniphar Supply Chain & Retail
Revenue is derived from the provision of goods and services falling within the Group’s ordinary activities after
deduction of trade discounts and value-added tax. Revenue arises from the sale of goods to wholesalers,
retailers, hospitals, the operation of retail pharmacies, and the provision of services to retail pharmacies.
Sales of pharmaceutical and healthcare related products are recognised on delivery to the purchaser,
hospital or retail pharmacy, when the purchaser has full discretion over the channel and price to sell the
product and there is no unfulfilled obligation that could affect the purchaser’s acceptance of the product.
Delivery occurs when the products have been shipped to the location specified by the purchaser, the risks
of obsolescence or loss have been transferred to the purchaser, the purchaser has accepted the products
in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective
evidence that all criteria for acceptance have been satisfied.
Products sold to customers are often sold with volume rebates and also with the provision for the
customer to return faulty goods. Sales are measured at the prices specified in the sale contract, net of
estimated volume rebates and returns. Volume rebates are assessed based on anticipated annual purchases
and historical experience.
Sales are normally made with credit terms of between 30-90 days. This element of financing is deemed
immaterial and is disregarded in the measurement of revenue.
The Group operates retail shops for the sale of pharmacy and certain related products. Sales of products
are recognised on sale to the customer, which is considered the point of delivery. Retail sales are usually by
cash, credit or debit card and government reimbursement. Electronic card sales are recognised as cash once
the funds are received into our bank account.
Cost of sales
Uniphar Medtech
The cost of sales attributable to the supply of goods includes all costs of purchase of inventory and other
costs incurred net of value-added tax in bringing inventories for resale to their present location and
condition. When inventories are sold, the carrying amount of those inventories is recognised as an expense
in the period in which the related revenue is recognised.
The cost of sales attributable to the supply of services includes all direct costs attributable to the provision
of outsourcing and consultancy services net of value-added tax. The cost of service is recognised as an
expense in the period in which the related revenue is recognised.
Uniphar Pharma
The cost of sales includes all direct costs attributable to the provision of services and cost of purchase
of inventory for resale net of value-added tax. When a service is provided or inventory is sold, the cost
of service or carrying amount of inventory is recognised as an expense in the period in which the related
revenue is recognised.
The cost of sales attributable to the supply of services includes all direct costs attributable to the provision
of resourcing, outsourcing and consultancy services net of value-added tax. The cost of service is recognised
as an expense in the period in which the related revenue is recognised.
Uniphar Supply Chain & Retail
The cost of sales includes all costs of purchase of inventory and other costs incurred net of value-added
tax in bringing inventories for resale to their present location and condition. When inventories are sold, the
carrying amount of those inventories is recognised as an expense in the period in which the related revenue
is recognised. In addition to all direct costs attributable to the provision of services, the cost of service is
recognised as an expense in the period in which the related revenue is recognised.
Income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Company, and the Company’s subsidiaries
and associates operate and generate taxable income. Management periodically evaluates positions taken
in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the
tax authorities.
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UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSAccounting Policies (continued)Accounting Policies (continued) Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred
tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax is also
not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted
by the end of the reporting period and are expected to apply when the related deferred tax asset is realised
or the deferred tax liability is settled. Deferred tax assets and liabilities are not recognised for temporary
differences between the carrying amount and tax bases of investments in foreign operations where the
Company and its subsidiaries are able to control the timing of the reversal of the temporary differences
and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets are
recognised only if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the Income Statement, except to the extent that it relates to
items recognised in OCI or directly in equity. In this case, the tax is also recognised in OCI or directly in
equity, respectively.
Exceptional items
With respect to exceptional items, the Group has applied an Income Statement format which seeks to
highlight significant items within Group results for the year. Such items may include restructuring costs,
professional fees including directly attributable acquisition costs, acquisition integration costs, impairment
of noncurrent assets, costs associated with strategic business transformations, profit and loss on disposal
of assets and investments and movements in deferred contingent consideration. The Group exercises
judgement in assessing the particular items which, by virtue of their scale and nature, should be disclosed in
the Income Statement and related notes as exceptional items.
Notes to the Financial Statements
1 Significant estimates and judgements
The preparation of the Group consolidated financial statements requires management to make certain
estimations, assumptions and judgements that affect the reported profits, assets and liabilities.
Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates
may be necessary if there are changes in the circumstances on which the estimate was based or as a result
of new information or more experience. Such changes are recognised in the period in which the estimate is
revised. In particular, information about significant areas of estimation and judgement that have the most
significant effect on the amounts recognised in the consolidated financial statements are described below
and in the respective notes to the consolidated financial statements.
The Group has considered the impact of climate change on the financial statements including impairment
of goodwill and other non-current assets and the useful lives of assets and provisions. The Group also
considers the impact of climate change in the preparation of the annual budget to ensure consistency with
achieving the Group’s sustainability objectives.
Impairment of goodwill and other non-current assets (Estimation)
The Group tests annually whether goodwill has suffered any impairment. Determining whether goodwill is
impaired requires comparison of the value in use for the group of cash-generating units to the carrying value
of that group of cash-generating units. The value in use calculation is based on an estimate of future cash
flows expected to arise from the cash-generating units and these are discounted to net present value using
an appropriate discount rate. In calculating value in use, management estimation is required in forecasting
cash flows of cash-generating units, in determining terminal growth values and in calculating an appropriate
discount rate. The goodwill impairment test is sensitive to these estimates. The Group has performed
sensitivity analysis over the value in use calculation with respect to the key estimates. Management have
performed detailed sensitivity analysis on each of the cash-generating units by applying sensitivities to each
of the key assumptions. This analysis resulted in an excess in the recoverable amount over their carrying
amount for all cash-generating units. Management believe that any reasonable change in any of the key
assumptions would not cause the carrying value of goodwill to exceed the recoverable amount. Further
information is detailed in the intangible assets Note 10.
Business combinations (Estimation and Judgement)
In accounting for business combinations, the identifiable assets, liabilities, and contingent liabilities acquired
have to be measured at their fair values. Judgement is required in: estimating the fair value of inventory with
reference to current selling prices and an assessment of obsolescence and demand for inventory, the fair
value of trade receivables with reference to the ageing and recoverability of these, onerous contracts, the
fair value of leased assets and estimating, if applicable, the deferred contingent consideration. Management
judgement is also required in the identification, classification and valuation of any potential intangible assets
arising on acquisitions. Additionally, judgement is required in assessing the risks and rewards of ownership
associated with any non-controlling interest in a business combination. Details concerning acquisitions and
business combinations are outlined in Note 35 and liabilities relating to deferred contingent consideration
are included in Note 19.
IFRS 16 ‘Leases’ (Judgement)
IFRS 16 ‘Leases’ requires management judgement in the selection of the appropriate discount rates to be
used in the discounting of the expected future payments to present value. The discount rate applied is
the interest rate implicit in the lease, if that rate can be determined, or by using the Group’s incremental
borrowing rate which is calculated using a portfolio approach, based on the nature of the lease. The discount
rate range per lease asset class is:
» Buildings – 3.0% to 6.5%
» Plant and equipment – 4.0% to 7.5%
» Motor vehicles – 5.0% to 8.5%
» Computer equipment – 4.0% to 7.5%
Valuation of inventory (Estimation)
The Group sells pharmaceutical, health and beauty products and medical devices. Pharmaceutical includes
ethical medicines, OTC, hospital, and veterinary products. As a result, it is necessary to consider the
recoverability of the carrying amount of inventory at the end of each financial year. When calculating any
inventory impairment, management applies judgement in considering the nature and condition of the
inventories, current estimated selling prices, as well as applying assumptions around anticipated saleability
of goods held for resale. See Note 15 for the carrying amount of the inventories and the provision recognised.
147
148
UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTSAccounting Policies (continued) 1 Significant estimates and judgements (continued)
Revenue recognition (Judgement)
Management judgement is required in the assessment of whether the Group acts as an agent or a principal
in transactions and accordingly whether revenue should be recorded on a gross or net basis. As part of
this assessment, the Group exercises judgement in considering its responsibilities for fulfilling contracts,
inventory risk, and establishing selling prices.
Income taxes (Estimation and Judgement)
The Group is subject to income taxes in numerous jurisdictions and judgement is therefore required in
determining the provision for income taxes. Provisions for taxes require judgement and estimation in
interpreting tax legislation, current case law and the uncertain outcomes of tax audits and appeals. Where
the final outcome of these matters differs from the amounts recognised, differences will impact the tax
provisions once the outcome is known. In addition, the Group recognise deferred tax assets, mainly relating
to unused tax losses, when it is probable that the assets will be recovered through future profitability and
tax planning. The assessment of recoverability involves judgement. Further information is contained in Note
7, income tax expense.
Deferred contingent consideration (Estimate)
The amount recognised for deferred contingent consideration is management’s best estimate of the
expenditure to be incurred. Deferred contingent consideration is measured at each Balance Sheet date
based on the best estimate of the expected settlement amount. Changes to the best estimate of the
settlement amount may result from changes in the amount or timing of the outflows or changes in
discount rates.
The expected payment is determined in respect of each individual agreement taking into account the
expected level of profitability of each acquisition. Deferred contingent consideration is recognised at fair
value at the acquisition date and included in the cost of the business combination. Deferred contingent
consideration arrangements are based on earn-out agreements providing for future payment if certain
pre-defined performance targets are achieved. Management exercise judgement in determining the timing
of potential payments and the classification between current liabilities and non-current liabilities. The fair
value of deferred contingent consideration is estimated using an income-based approach, by estimating
the expected payment based on the forecasted performance of the acquired business and discounting
the expected future payment to present value using an appropriate discount rate. At 31 December 2023,
the carrying value of deferred contingent consideration was €75.1m with a possible range of outcomes
of between €Nil and €142.7m depending on the future performance of the underlying businesses. The
movement in deferred contingent consideration in the period is outlined in Note 19. Further details on
measurement, sensitivities applied, and maturity profile are outlined in Note 32.
Exceptional items (Judgement)
The Group Income Statement separately identifies results before exceptional items. Exceptional items
are those that in our judgement need to be disclosed by virtue of their size, nature or incidence. The
Group believes that this presentation provides additional analysis as it highlights certain one-off items
and non-trading items. The determination of ‘significant’ as included in our definition uses qualitative
and quantitative factors which remain consistent from period to period. Management uses judgement in
assessing the particular items, which by virtue of their scale and nature, are disclosed in the Group Income
Statement and related notes as exceptional items. Management considers the Group Income Statement
presentation of exceptional items to be appropriate as it provides useful additional information and is
consistent with the way that financial information is measured by management and presented to the Board.
In that regard, management believes it to be consistent with paragraph 85 of IAS 1 ‘Presentation of financial
statements’ (IAS 1), which permits the inclusion of line items and subtotals that improve the understanding
of performance.
149
2 Revenue
Revenue
Uniphar Medtech
Uniphar Pharma
Uniphar Supply Chain & Retail
Total Revenue
2023
€’000
2022
€’000
2,553,062
2,070,669
2023
€’000
2022
€’000
249,216
592,226
233,204
280,430
1,711,620
1,557,035
2,553,062
2,070,669
Segmental information
Segmental information is presented in respect of the Group’s geographical regions and operating segments.
The operating segments are based on the Group’s management and internal reporting structures.
Geographical analysis
The Group operates in three principal geographical regions being the Republic of Ireland, the Netherlands
and the UK. The Netherlands became material in 2023 and therefore we have included the Netherlands split
in 2022 for comparison purposes. The Group also operates in several other European countries, the US and
the Asia Pacific region which are not material for separate identification.
The following is a geographical analysis presented in accordance with IFRS 8 ‘Operating Segments’
which requires disclosure of information about the country of domicile (Ireland) and countries with
material revenue.
Ireland
UK
The Netherlands
Rest of the World (ROW)
2023
€’000
2022
€’000
1,952,604
1,765,064
186,820
205,905
207,733
142,157
49,396
114,052
2,553,062
2,070,669
Ireland
€’000
UK
€’000
Netherlands
€’000
ROW
€’000
Total
€’000
At 31 December 2023
Intangible assets (excluding goodwill)
Property, plant and equipment
Other receivables
Financial assets – Investment in equity instruments
Non-current assets
(excluding goodwill and deferred tax asset)
40,621
182,200
1,458
25
1,365
5,071
-
-
195
5,501
2,384
44,565
13,928
206,700
-
-
-
-
1,458
25
224,304
6,436
5,696
16,312
252,748
Goodwill
Deferred tax asset
Non-current assets
517,087
11,792
781,627
150
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 2 Revenue (continued)
2 Revenue (continued)
Ireland
€’000
UK
€’000
Netherlands
€’000
ROW
€’000
Total
€’000
Operating segments results
The Group evaluates performance of the operational segments on the basis of gross profit from operations.
At 31 December 2022
Intangible assets (excluding goodwill)
Property, plant and equipment
Other receivables
Financial assets – Investment in equity instruments
Non-current assets
(excluding goodwill and deferred tax asset)
20,026
149,006
494
25
494
5,483
-
-
121
5,414
-
-
3,551
6,725
24,192
166,628
15
-
509
25
169,551
5,977
5,535
10,291
191,354
Goodwill
Deferred tax asset
Non-current assets
482,981
9,020
683,355
Operating segments
IFRS 8 ‘Operating Segments’ requires the reporting information for operating segments to reflect the
Group’s management structure and the way the financial information is regularly reviewed by the Group’s
Chief Operating Decision Maker (CODM), which the Group has defined as the Board of Directors. The
Group changed its operating segments with effect from 1 January 2023 and comparative amounts have
been restated.
Revenue
Gross profit
Revenue
Gross profit
2023
Uniphar
Medtech
2023
Uniphar
Pharma
€’000
€’000
2023
Uniphar
Supply Chain
& Retail
€’000
2023
Total
€’000
249,216
592,226
1,711,620
2,553,062
99,870
103,187
186,927
389,984
2022
Uniphar
Medtech
2022
Uniphar
Pharma
€’000
€’000
2022
Uniphar
Supply Chain
& Retail
€’000
2022
Total
€’000
233,204
280,430
1,557,035
2,070,669
90,931
76,801
139,012
306,744
Assets and liabilities are reported to the Board at a Group level and are not reported on a segmental basis.
The Group operates with three divisions: Uniphar Medtech, Uniphar Pharma, and Uniphar Supply Chain &
Retail. These divisions align to the Group’s operational and financial management structures:
3 Other operating income
» Uniphar Medtech provides outsourced services, specifically sales, distribution and support services to
medical device manufacturers. Uniphar Medtech was a business unit within the former Commercial &
Clinical division and became a standalone division in 2023. The business is headquartered in Ireland with
a presence in 16 markets primarily across Europe. During 2023, the business opened a facility in the US to
support clients seeking to access the North American market.
» Uniphar Pharma operates a global business with high value services across the lifecycle of a
pharmaceutical product. The business enables pharma and biotech companies to bring innovative
medicines to global markets and provide healthcare professionals with access to medicines they cannnot
source through traditional channels. Our strategy is to build a leading platform to provide the specialist
support and expertise needed to improve access to these medicines. The division operates through its On
Demand and Pharma Services business units; and
» Uniphar Supply Chain & Retail provides both pre-wholesale and wholesale distribution of pharmaceutical,
healthcare and animal health products to pharmacies, hospitals and veterinary surgeons in Ireland.
Uniphar operates a network of pharmacies under the Life, Allcare, Hickey’s and McCauleys brands.
Additionally, through the extended Uniphar symbol group, the business provides services and supports
that help independent community pharmacies to compete more effectively.
Other income and commission
Profit/ (Loss) on disposal of property, plant & equipment
4 Exceptional income/(charge)
Professional fees including acquisition costs
Redundancy and restructuring costs
Acquisition integration costs
Strategic business transformation
Loss on disposals of businesses and assets
Other exceptional income/(costs)
2023
€’000
2022
€’000
383
12
395
185
(29)
156
2023
€’000
2022
€’000
(2,206)
(2,679)
(2,611)
(1,413)
(1,182)
44
(6,607)
(6,165)
(3,337)
-
-
(306)
151
Exceptional charge recognised in operating profit
(10,047)
(16,415)
Decrease in deferred contingent consideration
Decrease in deferred acquisition consideration
Change in discount rates on deferred contingent consideration
Refinancing costs impairment
Exceptional credit recognised in finance cost
Exceptional credit recognised in income tax
Total exceptional income/(charge)
9,624
-
-
-
9,624
12,030
109
1,405
(353)
13,191
1,084
1,106
661
(2,118)
152
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 4 Exceptional income/(charge) (continued)
Professional fees including acquisition costs:
Professional fees including acquisition costs incurred during 2023 are primarily costs relating to the
acquisitions disclosed in note 35 together with costs incurred on transactions under consideration in
the year.
Redundancy and restructuring costs:
Redundancy and restructuring costs include redundancy, ex gratia and termination costs and other costs
arising on reorganisations and recent acquisitions.
Acquisition integration costs:
Acquisition integration costs primarily relate to costs incurred on the integration of recent acquisitions into
the expanded Group. They also include professional fees relating to specialist industry and market insights to
optimise the integration of recent acquisitions.
Strategic business transformation:
Strategic business transformation are costs incurred associated with reorganising and establishing a
strategic presence in the US market. The costs include initial setup costs, relocation costs and a long-term
incentive plan associated with building a strategically significant business in the US market.
Deferred contingent consideration:
Deferred contingent consideration relates to a release of €6,768,000 following a review of expected
performance against contractual earn out targets in relation to US-based acquisitions completed in prior
years. A further amount of €2,856,000 was released in respect of three other acquisitions that have reached
the end of their contractual earn out periods.
In the prior year, deferred contingent consideration relates to a release of €12,030,000 following a review of
expected performance against earn out contractual targets in relation to Diligent Health Solutions, LLC and
the EPS Group.
Deferred acquisition consideration:
In 2022, an amount of €109,000 was released from deferred acquisition consideration for one independent
community pharmacy.
Change in discount rates on deferred contingent consideration:
The discount rates used to compute the present value of the deferred contingent consideration liability
are reviewed periodically. At 31 December 2022, the discount rates were increased resulting in a credit of
€1,405,000 to the Income Statement. The discount rates remain unchanged at 31 December 2023.
Refinancing costs:
The Group entered a new and enlarged borrowing facility in August 2022 ahead of the expiration of the
previous facility. As the previous facility has been superseded, the remaining fees capitalised in respect of it
have been charged to the Income Statement in the prior year.
4 Exceptional income/(charge) (continued)
Loss on disposal of businesses and assets
Property, plant and equipment, and right-of-use assets
Goodwill
Inventories
Trade and other receivables
Cash disposed
Trade and other payables
Other non-current liabilities
Consideration
Cash received
Disposal related costs
Notes
Businesses
2023
€’000
10
(1,230)
(1,984)
(523)
(229)
(135)
522
791
Assets
2023
€’000
(118)
-
-
-
-
-
-
Total
2023
€’000
(1,348)
(1,984)
(523)
(229)
(135)
522
791
(2,788)
(118)
(2,906)
1,436
(583)
853
968
(97)
871
2,404
(680)
1,724
(Loss)/Profit on disposal of businesses and assets
(1,935)
753
(1,182)
Net cash inflow on disposal:
Cash received
Less: Cash disposed
Less: Disposal related costs paid
Net cash inflow on disposal
Businesses
2023
€’000
Assets
2023
€’000
1,436
(135)
(583)
718
968
-
(97)
871
Total
2023
€’000
2,404
(135)
(680)
1,589
Loss on disposal of businesses
On 31 May 2023 the Group disposed of 100% of the share capital of McHugh’s Pharmacy Limited and Sam
McCauley Chemists (Bunclody) Limited together with the assets of a retail pharmacy in Navan, Co. Meath
all of which traded as retail pharmacies. These disposals were completed as a binding commitment from
Uniphar to the CCPC associated with the acquisition of the McCauley Pharmacy Group. The loss on disposal
of these businesses was €1,935,000.
Profit on disposal of assets
During the period, the Group disposed of a property included in property, plant and equipment. The
consideration from this disposal amounted to €968,000 resulting in a net profit on disposal of €753,000.
153
154
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 5 Operating profit
5 Operating profit (continued)
2023
€’000
2022
€’000
Employees
The average number of persons employed by the Group (including Directors) during the year was as follows:
Operating profit is stated after charging/(crediting):
Directors’ remuneration:
» Emoluments
» Fees
Amortisation (Note 10)
Depreciation (Note 11)
Foreign exchange net loss
Profit / (loss) on disposal of property, plant and equipment (Note 3)
2,636
607
6,204
2,205
601
5,114
29,202
23,356
141
12
790
(29)
Auditors’ remuneration (including expenses) is for the statutory audit of the Group’s financial statements,
subsidiary financial statements and other services carried out for the Group by the Company’s auditors and
subsidiary auditors. Included in fees payable for the audit of the Group accounts are total fees of €97,000
(2022: €84,000) which are due to the Group’s auditor in respect of the Parent Company. The non-audit
services performed by PwC during the year largely related to taxation compliance and consulting services,
due diligence and tax advice on acquisitions completed during the year.
Administration
Selling, distribution and warehouse
6 Finance cost and Finance income
Finance income
Interest income
Group Auditors – PwC:
PwC Ireland
Audit of group accounts
Tax compliance services
Tax advisory services
Other non-audit services – M&A
€’000
1,147
181
455
300
2023
PwC
Overseas
€’000
Total
PwC Ireland
€’000
€’000
2022
PwC
Overseas
€’000
222
182
3
-
1,369
1,125
363
458
300
181
567
230
2,083
407
2,490
2,103
Total
€’000
1,125
262
1,003
230
2,620
2022
€’000
Finance cost
Interest on lease obligations (Note 21)
Interest payable on borrowings and invoice discounting facilities
Fair value adjustment to deferred and deferred contingent consideration
Amortisation of refinancing transaction fees
Finance cost before exceptional credit
Decrease in fair value of deferred contingent consideration (Note 4)
Release of refinancing transaction fees (Note 4)
Exceptional credit recognised in finance cost
-
81
436
-
517
2023
€’000
Company
Group
2023
Number
2022
Number
2023
Number
2022
Number
135
-
135
107
-
107
833
2,429
3,262
674
2,280
2,954
2023
€’000
2022
€’000
(590)
(590)
(96)
(96)
4,884
17,199
2,510
431
3,644
5,646
2,137
339
25,024
11,766
(9,624)
(13,544)
-
353
(9,624)
(13,191)
15,400
(1,425)
Subsidiary company auditors – Non PwC
» Audit of subsidiary accounts
Staff costs (including Directors):
» Wages and salaries
» Social welfare costs
» Pension costs
Share-based payment expense
30
48
170,892
144,538
17,226
4,817
14,936
4,058
192,935
163,532
2,824
535
195,759
164,067
Payroll costs amounting to €2,318,000 (2022: €1,063,000) were capitalised to property, plant and equipment
and software related projects as these costs are directly related to development and construction work
completed in the year to 31 December 2023.
Finance costs do not include capitalised borrowing costs of €791,000 (2022: €66,000) on qualifying assets
(Notes 10 and 11). Interest is capitalised at the Group’s weighted average interest rate for the period of 5.3%
(2022: 2.1%).
155
156
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 7
Income tax expense
7
Income tax expense (continued)
Recognised in the Income Statement:
Current income tax:
Republic of Ireland
Overseas
Total current income tax expense
Deferred income tax:
Origination and reversal of temporary differences:
Property, plant and equipment
Employee benefits
Tax losses
Intangible assets and liabilities
Other timing differences
Total deferred income tax credit
Total income tax expense
Attributable to:
Continuing operations
Total income tax expense
2023
€’000
2022
€’000
6,783
6,375
5,289
5,836
13,158
11,125
42
(201)
(5,069)
190
(370)
220
(917)
(995)
(320)
(143)
(5,408)
(2,155)
7,750
8,970
7,750
7,750
8,970
8,970
Factors affecting the tax expense in future years
Factors that may affect the Group’s future tax expense include the effects of restructuring, acquisitions and
disposals, mix of geographical profits, changes in tax legislation and rates and the use of brought forward tax
losses. The Directors have concluded that deferred tax assets associated with subsidiary tax losses will be
recoverable using their estimated future taxable income based on approved business plans and budgets for these
entities. The deferred tax losses can be carried forward indefinitely and have no expiry date.
In addition to the Republic of Ireland, the Group has operations in the overseas tax jurisdictions of the UK,
Germany, the Netherlands, the Nordics, USA and the Asia Pacific region.
Effective 1 January 2024, Ireland adopted the OECD International Base Erosion and Profit Shifting (BEPS) Pillar Two
Agreement whereby in scope multinational groups with revenues in excess of €750m pay a minimum rate of 15%
corporation tax in every jurisdiction in which they operate.
The Uniphar Group will be in scope for Pillar Two tax obligations. As the Pillar Two legislation was not effective for
the year ended 31 December 2023, the Group has no related current tax exposure.
The Pillar Two legislation sets out a detailed and highly complex set of rules on how to calculate the 15% effective
tax rate. As a result of these complexities, the accounting effective tax rate is not always indicative of the effective
tax rate as calculated under Pillar Two.
The Group is in the process of assessing the impact of the Pillar Two rules. Given that tax rates in the jurisdictions
outside Ireland are significantly higher than 15%, it is expected that Pillar Two will not have a material impact
in relation to this aspect of the Group’s business. In the context of Ireland, the tax rate is below 15% which may
lead to additional top-up taxes. However, work is being undertaken to understand if safe harbour exemptions
included in the rules might apply. Given the complexities of the rules, any quantitative impact is not yet reasonably
estimable. The Group continues to monitor changes in tax law and guidance as they apply to its global business.
On 1 April 2023, the UK tax authority increased its statutory corporate tax rate to 25% from 19% for profits
over £250,000.
There are no expected material corporate income tax changes in the other jurisdictions from current 2023 rates
which range from 20% to 30%, inclusive of Federal and State charges.
Reconciliation of effective tax rate
Profit on ordinary activities before tax
2023
€’000
2022
€’000
52,898
54,676
Profit on ordinary activities multiplied by standard rate of corporation tax in the Republic
of Ireland of 12.5% (2022: 12.5%)
6,612
6,835
Effects of:
Disallowable expenses
Research & Development tax credits
Exceptional gains not taxable
Higher overseas income tax rates
Non trading income taxable at higher Irish income tax rates
Income tax withheld at source
(Credit)/charge on previously (unrecognised)/recognised tax losses
Tax base asset adjustments in respect of prior years
Over provision of corporation tax in prior year
1,921
(75)
(1,053)
2,942
168
63
(2,515)
348
(661)
1,833
(152)
(1,693)
2,140
-
-
352
317
(662)
Total income tax expense for the year
7,750
8,970
8 Earnings per share
Basic and diluted earnings per share have been calculated by reference to the following:
2023
2022
Profit for the financial year attributable to owners (€’000)
44,815
45,587
Weighted average number of shares (‘000)
273,015
272,557
Earnings per ordinary share (in cent):
» Basic
» Diluted
16.4
16.4
16.7
16.7
In 2023, the weighted average number of shares in the year equalled the number of issued ordinary shares
of the Company. In 2022, the weighted average number of ordinary shares includes the effect of 6,543,620
shares (2,822,264 on a weighted basis) granted under the LTIP that have met the share price performance
conditions, but will not vest until 31 December 2024. There is no impact on the weighted average number of
ordinary shares granted under new senior management share option schemes in the year (2022: nil shares).
Adjusted earnings per share is an Alternative Performance Measure (APM) and is presented below. Adjusted
earnings per share supports the understanding of performance by excluding the impact of exceptional items
and non-cash items that may not correlate to the underlying performance of the business. During 2023, the
Group amended the definition of Adjusted earnings per share to add back the share-based payment expense
since it is a non-cash expense arising from the grant of share-based awards to employees. This change
enhances the understanding and comparability of the financial statements as such non-cash expenses may
not correlate to the underlying performance of the business. Comparative amounts for 2022 have been
updated accordingly for comparability.
157
158
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 8 Earnings per share (continued)
10 Intangible assets
Adjusted earnings per share has been calculated by reference to the following:
Profit for the financial year attributable to owners
Exceptional (credit)/charge recognised in Income Statement (Note 4)
Share-based payments
Amortisation of acquisition related intangibles
Tax credit on acquisition related intangibles
Profit after tax excluding exceptional items
Weighted average number of shares in issue in the year (000’s)
Adjusted basic and diluted earnings per ordinary share (in cent)
2023
€’000
2022
€’000
44,815
45,587
(661)
2,824
3,341
(363)
2,118
535
2,708
(329)
49,956
50,619
273,015
272,557
18.3
18.6
9 Dividends
The Directors have proposed a final dividend of €3.2m (€0.0119 per ordinary share), subject to approval at
the AGM. This results in a total shareholders dividend of €5.0m (€0.0183 per ordinary share) in respect of the
year ended 31 December 2023 as the Board declared and paid a 2023 interim dividend of €1.8m (€0.0064 per
ordinary share). If approved, the proposed dividend will be paid on 14 May 2024 to ordinary shareholders on
the Company’s register on 19 April 2024. This dividend has not been provided for in the Balance Sheet at 31
December 2023, as there was no present obligation to pay the dividend at year end.
A final dividend of €3.1m (€0.0113 per ordinary share) relating to 2022 was paid in May 2023.
Computer
software
€’000
Trademarks
& licences
€’000
Goodwill
€’000
Technology
assets
€’000
Brand
names
€’000
Customer
relationships
€’000
Total
€’000
Cost
At 1 January 2022
FX movement
Acquisitions (Note 35)
Additions
Disposals/retirements
36,180
153
442,352
2,914
11,238
3,126
495,963
(36)
61
5,965
(490)
-
36
-
-
(1,509)
60,847
-
-
133
-
-
-
-
-
-
-
196
(1,216)
-
-
-
60,944
5,965
(490)
At 31 December 2022
41,680
189
501,690
3,047
11,238
3,322
561,166
At 1 January 2023
FX movement
Acquisitions (Note 35)
Additions
Disposals/retirements
41,680
189
501,690
3,047
11,238
3,322
561,166
14
-
16,829
(3,805)
-
-
15
-
(1,760)
37,850
-
(1,984)
(83)
468
-
10,947
-
-
-
-
(115)
(1,944)
-
-
-
49,265
16,844
(5,789)
At 31 December 2023
54,718
204
535,796
3,432
22,185
3,207
619,542
Amortisation
At 1 January 2022
FX movement
Amortisation
Disposals/retirements
28,127
153
18,709
(9)
2,405
(490)
-
1
-
-
-
-
419
(10)
910
-
1,215
-
1,124
-
729
36
674
-
49,352
17
5,114
(490)
At 31 December 2022
30,033
154
18,709
1,319
2,339
1,439
53,993
At 1 January 2023
FX movement
Amortisation
Disposals/retirements
30,033
4
2,853
(2,214)
154
18,709
1,319
2,339
1,439
53,993
-
10
-
-
-
-
(33)
558
-
-
2,127
-
(64)
656
(93)
6,204
-
(2,214)
At 31 December 2023
30,676
164
18,709
1,844
4,466
2,031
57,890
Net book amounts
At 31 December 2022
At 31 December 2023
Intangible assets
Right-of-use assets
At 31 December 2023
11,647
24,042
24,042
-
24,042
35
482,981
1,728
8,899
1,883
507,173
40
517,087
1,588
17,719
1,176
561,652
40
517,087
1,588
17,719
1,176
561,652
-
-
-
-
-
-
40
517,087
1,588
17,719
1,176
561,652
Acquisitions of Goodwill amounting to €37,850,000 comprise the following transactions (Note 35):
» Goodwill of €32,659,000 arising on the acquisition of 100% of the ordinary share capital of LXV Remedies
Holdings Limited (McCauley Pharmacy Group).
» Goodwill of €3,231,000 arising on the acquisition of 100% of the ordinary share capital of Katari Artane
Limited and Katari Coolock Limited.
» Goodwill of €1,960,000 arising on the acquisition of 100% of the ordinary share capital of Kieran Hughes
Pharmacy Limited.
159
160
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 10 Intangible assets (continued)
10 Intangible assets (continued)
The Group continues to have a registered trademark known as Life Pharmacy. This trademark is used by
customers of Uniphar who operate under the common symbol of Life Pharmacy and this trademark symbol is
a central part of developing the Life brand. The trademark is now fully amortised.
The recoverable amount of each group of CGUs is determined based on value-in-use calculations. The
carrying value of each group of CGUs is initially compared to its estimated value-in-use. There were no
impairments during the year (2022: €nil).
The Group recognised customer relationship assets on the acquisitions of Diligent Health Solutions, LLC and
RRD International, LLC in 2020. Amortisation of these assets commenced at the date of acquisition, and they
are being amortised over the estimated useful life of five years.
The Group recognised a technology asset on the acquisition of Innerstrength Limited and BESTMSLs Group in
2020 and 2021 respectively. In 2023, a technology asset was recognised on the acquisition of certain assets
and trade of Pivot Digital Health. Amortisation of these assets commenced at the date of acquisition, and
they are being amortised over the estimated useful life of five years.
The brand names intangible asset was recognised on the acquisition of the McCauley Pharmacy Group and
the Hickey’s Pharmacy Group in 2023 and 2020 respectively. Amortisation of these assets commenced at the
date of acquisition, and they are being amortised over the estimated useful life of ten years. The McCauleys
brand name was valued by an independent third party using the relief from royalty method and the key
assumptions used included growth rate for revenue, the assumed royalty rate and the discount rate.
Included in computer software are assets under construction with a net book value of €16,663,000.
Amortisation has not commenced on these assets. Included in the cost of additions are borrowing costs
and payroll costs capitalised into computer software amounting to €194,000 (2022: €9,000) and €2,245,000
(2022: €753,000) respectively.
Cash-generating units
Goodwill acquired in business combinations is allocated, at acquisition, to the cash-generating units (CGUs) or
group of cash-generating units (CGUs) that are expected to benefit from that business combination, based on
the Group’s existing CGUs or where more appropriate the recognition of a new CGU. The CGUs or group of CGUs
represent the lowest level at which the associated goodwill is assessed for internal management purposes and
are not larger than the operating segments determined in accordance with IFRS 8 Operating Segments.
As disclosed in Note 35, the initial accounting for the business combinations completed during the year
has been determined provisionally. For 31 December 2023, the goodwill arising on business combinations
completed during 2023 has been tested for impairment by reference to the groups of CGUs, determined in
accordance with the businesses acquired.
During 2023, the goodwill arising on acquisitions has been allocated to the CGUs that are expected to
benefit from that business combination. The goodwill arising on the acquisition of the McCauley Pharmacy
Group and the independent community pharmacies (ICPs) acquired has been allocated to the Supply Chain
and Retail Pharmacies group of CGUs, based on where the benefits of the acquisitions are expected to arise.
Medtech
Product Access
Pharma Services
Retail Pharmacies
Supply Chain Services
Net book value of goodwill at 31 December
2023
€’000
2022
€’000
171,383
100,434
86,092
105,296
53,882
171,243
100,770
87,656
77,287
46,025
517,087
482,981
Impairment testing of goodwill
Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in
circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses.
An impairment loss is recognised for the amount by which the carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (CGUs).
Value-in-use calculations
The value-in-use is calculated on the basis of estimated future cash flows discounted to present value.
Estimated future cash flows were determined by reference to the budget for the period 2024 to 2025 and
management forecasts for each of the following years from 2026 to 2028 inclusive. The terminal value was
calculated using a long-term growth rate in respect of the years after 2028. The estimates of future cash
flows were based on consideration of past experience, together with an assessment of the future prospects
for each of the businesses within the group of CGUs. The assumptions used are also referenced against
external industry data.
The key assumptions used in the value-in-use calculations are the growth rates for revenue and cost
inflation included in the cash flow forecasts, the long-term growth rates and the discount rates, and the
cash flow forecasts. The pre-tax discount rates used were based on the Group’s estimated weighted average
cost of capital, adjusted to reflect risks associated with each group of CGUs. The discount rates determined
for each group of CGUs are outlined in the table below. In determining the terminal value of the value-in-use,
it was assumed that cash flows after the first five years will increase at a long-term growth rate ranging from
1.4% to 1.8% (2022: 1.3% to 1.8%). The rate assumed was based on an assessment of the likely long-term
growth prospects of the individual group of CGUs based on the weighted average growth rate by geographies
in which the CGU operates.
Medtech
Product Access
Pharma Services
Retail Pharmacies
Supply Chain Services
Discount
Rates
2023
Discount
Rates
2022
11.6%
11.6%
12.0%
9.1%
8.6%
11.4%
11.3%
11.9%
9.1%
8.7%
The value-in-use calculations assume that the markets in which each group of CGUs operates will grow
in accordance with publicly available data, the Group will maintain its current market share, gross margin
percentage will be maintained at current levels and overheads will increase in line with expected levels
of inflation. The cash flow forecasts assume appropriate levels of capital expenditure and investment in
working capital to support the growth in individual CGUs.
Fair value less cost of disposal calculations
The fair value less cost of disposal calculations are only prepared when the value-in-use calculations
indicate a potential impairment. At the Balance Sheet date the value-in-use calculations did not indicate any
potential impairment so no fair value less cost of disposal calculations were required.
The fair value less cost of disposal is calculated as the maintainable EBITDA of each group of CGUs
multiplied by the appropriate EBITDA valuation multiple attributable to that group of CGUs. The fair value
measurement is considered a Level 3 fair value based on certain unobservable pricing inputs.
Sensitivity analysis
The Group has conducted a sensitivity analysis on each of the groups of CGUs by applying the following
sensitivities; decreasing free cash flows by 10%, increasing discount rates by 1%, and reducing long-term
growth rates by 1%.
This analysis resulted in an excess in the recoverable amount over their carrying amount under each
approach for all groups of CGUs. Management believe that any reasonable change in any of the key
assumptions would not cause the carrying value of goodwill to exceed the recoverable amount.
161
162
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS
10 Intangible assets (continued)
COMPANY
Cost
At 1 January 2022
Additions
At 31 December 2022
At 1 January 2023
Additions
Disposals
At 31 December 2023
Accumulated amortisation
At 1 January 2022
Charge for the year
At 31 December 2022
At 1 January 2023
Charge for the year
Disposals
At 31 December 2023
Net book amounts
At 31 December 2022
At 31 December 2023
Intangible asset
Right-of-use assets
Net book value at 31 December 2023
Computer
Software
€’000
Total
€’000
1,899
2,137
4,036
4,036
1,191
1,899
2,137
4,036
4,036
1,191
(1,899)
(1,899)
3,328
3,328
380
541
921
921
698
(949)
670
3,115
2,658
2,658
-
2,658
380
541
921
921
698
(949)
670
3,115
2,658
2,658
-
2,658
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Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS
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11 Property, plant and equipment, and right-of-use assets (continued)
Freehold
land and
buildings
€’000
Computer
equipment
Plant and
equipment
Total
€’000
€’000
€’000
COMPANY
Cost
At 1 January 2022
At 31 December 2022
At 1 January 2023
Additions
At 31 December 2023
Accumulated depreciation
At 1 January 2022
Charge for the year
At 31 December 2022
At 1 January 2023
Charge for the year
At 31 December 2023
Net book amounts
At 31 December 2022
At 31 December 2023
Property, plant & equipment
Right-of-use assets
Net book value at 31 December 2023
50,442
50,442
50,442
-
50,442
9,486
3,161
12,647
12,647
3,162
15,809
37,795
34,633
-
34,633
34,633
-
-
-
23
23
-
-
-
-
1
1
-
22
22
-
22
382
382
382
-
382
110
108
218
218
108
326
164
56
-
56
56
50,824
50,824
50,824
23
50,847
9,596
3,269
12,865
12,865
3,271
16,136
37,959
34,711
22
34,689
34,711
166
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I
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS
12 Financial assets
12 Financial assets (continued)
GROUP
Cost
At 1 January 2022
Disposals
At 31 December 2022
At 1 January 2023
Disposals
At 31 December 2023
Provision for impairment
At 1 January 2022
Disposals
At 31 December 2022
At 1 January 2023
Disposals
At 31 December 2023
Net book amounts
At 31 December 2022
At 31 December 2023
Long-term receivables
Investments
in equity
instruments
€’000
Loans to
IPOS entities
and other
loans
€’000
Loans to
retail holding
companies
Total
€’000
€’000
353
(199)
154
154
-
154
328
(199)
129
129
-
129
25
25
17
(17)
9,249
(9,249)
9,266
(9,266)
-
-
-
-
-
-
-
-
-
-
-
-
17
(17)
9,249
(9,249)
9,266
(9,266)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Long-term receivables
Shares in
subsidiary
companies
Investments
in equity
instruments
€’000
€’000
Loans to
IPOS entities
and other
loans
€’000
Loans to
retail holding
companies
Total
€’000
€’000
293,390
44,342
(532)
337,200
337,200
563
-
337,763
1,890
(179)
1,711
1,711
1,711
335,489
336,052
224
-
(199)
25
25
-
-
25
17
-
(17)
9,249
-
9,266
-
(9,249)
(9,266)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
199
(199)
17
(17)
9,249
(9,249)
9,266
(9,266)
-
-
-
25
25
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
COMPANY
Cost
At 1 January 2022
Additions
Disposals
At 31 December 2022
At 1 January 2023
Additions
Disposals
At 31 December 2023
Provision for impairment
At 1 January 2022
Disposals
At 31 December 2022
At 1 January 2023
At 31 December 2023
Net book amounts
At 31 December 2022
At 31 December 2023
GROUP AND COMPANY
Investments in equity instruments
The fair value of €25,000 (2022: €25,000) is represented by the Group’s investment in Independent Life
Pharmacy plc (Life) comprising of 92 A ordinary shares of €0.01 each and 25,000 C shares of €1.00 each.
The C shares are non-voting and do not confer any dividend entitlement. Independent Life Pharmacy plc
represents the Life symbol group and is owned jointly by pharmacy owners through B shares and Uniphar
plc through A shares. The pharmacy owners are entitled to nominate the majority of the Directors to the Life
Board in addition to Uniphar nominees.
During 2022, fully impaired equity investments with a cost of €199,000 were dissolved with a corresponding
release of the impairment provision.
Loans to retail holding and management companies
These loans represent amounts advanced to Riverchem DAC and Inischem DAC. As the companies have been
dissolved, the investments were disposed in the year ended 31 December 2022 with a corresponding release
of the impairment provision.
167
168
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 12 Financial assets (continued)
13 Deferred tax asset (continued)
COMPANY
Shares in subsidiary companies
Financial assets of the parent company, Uniphar plc, include shares in subsidiary companies with a net
book value of €336,052,000 (2022: €335,489,000). The main movements in 2023 were additions of €563,000
relating to capital contributions to subsidiary companies in relation to share-based payment expenses
incurred on the subsidiaries’ behalf (2022: €190,000). Additions of €44,342,000 in 2022 relate to the
allotment of one additional share in Uniphar Durbin Ireland Limited (€44,152,000) and capital contributions
as noted. At the reporting date, the carrying amount of the investment in subsidiaries is assessed for
impairment when indications of impairment exist. No indications of impairment existed at 31 December 2023.
13 Deferred tax asset
The following is an analysis of the movement in the major categories of net deferred tax assets recognised
by the Group for the years ended 31 December 2023 and 2022:
Employee
benefits
€’000
Property
plant and
equipment
€’000
Tax losses
Intangible
assets
Other
Total
€’000
€’000
€’000
€’000
GROUP
At 1 January 2022
Acquisitions
Recognised in Income Statement
Utilisation of loss relief
Reclassification
Translation adjustment
169
-
917
-
-
(62)
274
-
(220)
-
-
143
3,619
207
995
(1,108)
29
(255)
(1,767)
6,550
320
-
-
(183)
(561)
-
143
-
(29)
(161)
1,734
6,757
2,155
(1,108)
-
(518)
At 31 December 2022
1,024
197
3,487
4,920
(608)
9,020
At 1 January 2023
Acquisitions
Recognised in Income Statement
Utilisation of loss relief
Reclassification
Translation adjustment
At 31 December 2023
Deferred tax asset
Deferred tax liability
1,024
-
201
-
-
(8)
1,217
1,217
-
1,217
197
-
(42)
-
-
(11)
144
3,487
4,920
(608)
9,020
-
5,069
(1,549)
(3)
(56)
(864)
(190)
-
-
(174)
-
370
-
3
26
(864)
5,408
(1,549)
-
(223)
6,948
3,692
(209)
11,792
394
(250)
6,948
-
5,415
(1,723)
509
14,483
(718)
(2,691)
144
6,948
3,692
(209)
11,792
The deferred tax asset in relation to losses reflects the Group’s expected utilisation of carried forward tax
losses associated with parent company activities, Retail pharmacy and Pharma division businesses in Ireland
and overseas. As outlined in Note 7, the Directors expect that its net deferred tax asset will be recoverable
against future taxable income over the medium term.
The intangible deferred tax asset of €5,415,000 relates to the recognition of a goodwill tax asset of
€5,415,000 amortisable over 15 years following the qualified stock purchase of the US company, Inspired
Insight, LLC in September 2022.
The intangible deferred tax liability of €1,723,000 relates to the following:
» The recognition of a residual tax liability of €1,190,000 associated with the tax amortisation benefit
attributable to the Hickeys and McCauley brand names following their acquisitions in November 2020 and
January 2023 respectively.
» The recognition of a residual tax liability of €222,000 associated with Acquired Customer Relationships of
the US businesses Diligent Health Solutions, LLC and RRD International, LLC.
» The recognition of a tax liability of €311,000 associated with acquired Technological Assets attributable to
the July 2021 acquisition of the US Group, BESTMSLs and the August 2023 acquisition of certain assets of
the UK company, Pivot Digital Health Limited.
The Group has potentially a deferred tax asset of €7,138,000 (2022: €7,705,000) arising from losses forward.
The Directors believe sufficient taxable profits to utilise these potential assets will arise in the future,
but that there is currently insufficient evidence to support the recognition of a deferred tax asset. These
balances may be carried forward indefinitely under current tax law and are available for offset against future
profits and gains generated by the companies which hold the losses.
Employee
benefits
€’000
Property
plant and
equipment
€’000
Tax losses
Other
Total
€’000
€’000
€’000
COMPANY
At 1 January 2022
Recognised in Income Statement
Tax losses surrendered to other Irish Group companies
At 31 December 2022
At 1 January 2023
Recognised in Income Statement
Tax losses surrendered to other Irish Group companies
At 31 December 2023
97
65
-
162
162
(12)
-
150
-
(7)
-
(7)
(7)
27
-
20
1,734
455
(353)
40
61
-
1,871
574
(353)
1,836
101
2,092
1,836
801
(528)
101
2,092
98
-
914
(528)
2,109
199
2,478
The Company’s tax losses relate to expenses of management associated with its investment activities.
The Company’s other deferred tax asset relates to finance costs incurred which are tax deductible on a paid
basis. The Directors believe that sufficient taxable profits will arise in the future to utilise these deferred
tax assets.
14 Assets held for sale
GROUP
At 1 January 2022
At 31 December 2022
At 1 January 2023
Disposals
At 31 December 2023
Properties
€’000
1,600
1,600
1,600
(1,600)
-
During 2023, the Group disposed of €1,600,000 (2022: €nil) of property which was previously classified as
held for sale. Uniphar plc acquired Bradley’s Pharmacy Group from examinership in November 2018, and in
accordance with the application of the examinership scheme arrangement acquired non-recourse borrowings
of €4,000,000 which were secured by this property. These borrowings had a carrying value of €1,600,000 at
the date of disposal (2022: €1,600,000) and the disposal proceeds were used to settle the borrowings.
169
170
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 15 Inventory
GROUP
Goods for resale
2023
€’000
2022
€’000
184,549
157,673
The replacement cost of inventories did not differ materially from the Balance Sheet amounts at
31 December 2023 and 31 December 2022.
Inventory stated above is net of an impairment provision of €15,470,000 (2022: €16,570,000). Reversals of
previous write downs of inventories recognised as a gain during 2023 amounted to €6,185,000 (gain in 2022:
€4,947,000) following a review of the inventory profile at the Balance Sheet date. Comparative amounts for
2022 have been restated to better align with the requirements of IFRS.
In 2023, goods for resale recognised as cost of sales amounted to €2,124,470,000 (2022: €1,677,208,000).
16 Trade and other receivables
Current trade and other receivables
GROUP
Trade receivables
Prepayments
Accrued income
Other receivables
Deferred consideration receivable
COMPANY
Amounts due from subsidiaries
Prepayments
Other receivables
Value added tax
Corporation tax
Deferred consideration receivable
2023
€’000
2022
€’000
202,849
142,300
12,824
12,992
8,895
-
4,808
12,999
4,255
100
237,560
164,462
255,136
284,306
4,381
16
340
-
-
732
205
335
113
100
4,737
1,485
259,873
285,791
16 Trade and other receivables (continued)
Accrued income is comprised of amounts due to the Group from government bodies that have been
withheld from cash receipts in accordance with local withholding tax rules in addition to some earned
revenues that are pending invoicing at year end.
Amounts owed by group undertakings are unsecured, have no fixed date of repayment and are repayable
on demand.
Details of the provision for impairment of trade and other receivables are outlined in Note 32.
Non-current trade and other receivables
GROUP
Other receivables
COMPANY
Other receivables
17 Cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash consist of the following:
GROUP
Cash at bank and in hand
Restricted cash deposits at call
COMPANY
Cash at bank and in hand
2023
€’000
2022
€’000
1,458
1,458
406
406
509
509
244
244
2023
€’000
2022
€’000
85,652
103,704
173
-
85,825
103,704
9,135
9,135
2,761
2,761
The restricted cash deposits in 2023 relate to amounts held in escrow in respect of property leases and
customs guarantees in Inspired Insight LLC and BModesto Vastgoed B.V.
171
172
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 18 Borrowings
Bank loans are repayable in the following periods after 31 December:
19 Deferred contingent consideration
GROUP
» Amounts falling due within one year
» Amounts falling due between one and five years
COMPANY
» Amounts falling due within one year
» Amounts falling due between one and five years
2023
€’000
2022
€’000
13,168
7,490
222,604
187,431
235,772
194,921
-
-
186,854
187,431
186,854
187,431
GROUP
At 1 January
Unwinding of discount
Arising on acquisition
Utilised during the year
Released during the year
Change in discount rate
Foreign currency movement
At 31 December
Current
Non-current
The Group’s total bank loans at 31 December 2023 were €235,772,000 (2022: €194,921,000). Borrowing under
invoice discounting (recourse) as at the balance sheet date was €13,168,000 (2022: €5,890,000).
Total deferred contingent consideration
2023
€’000
2022
€’000
91,798
2,506
-
(8,234)
(9,624)
-
(1,385)
88,918
2,073
17,519
(5,127)
(12,030)
(1,405)
1,850
75,061
91,798
43,523
31,538
35,115
56,683
75,061
91,798
During 2023, the Group disposed of the property acquired with the Bradley’s Pharmacy Group which was
previously classified as held for sale. The associated non-recourse borrowings with a carrying value of
€1,600,000 at the date of disposal were repaid in conjunction with the property disposal. (Note 14).
The Group entered into a new facility in August 2022. The total loan value of the revolving credit facility
available for use within this agreement is €400,000,000, with an additional uncommitted accordion facility
of €150,000,000. This facility runs for five years to 2027 with one option remaining to extend by a further one
year with repayment of all loans on termination of the facility in August 2027.
At 31 December 2023, the Group’s revolving credit facility loans in use were at an interest margin of +1.9%
(2022: +1.5%) on inter-bank interest rates (EURIBOR, GBP SONIA and USD SOFR).
The Company’s total bank loans at 31 December 2023 were €186,854,000 (2022: €187,431,000). At 31
December 2023, they were subject to an interest rate margin of +1.9% (2022: +1.5%) on inter-bank interest
rates (EURIBOR, GBP SONIA and USD SOFR).
Bank security
Bank overdrafts (including invoice discounting) and bank loans of €235,772,000 (2022: €194,921,000)
are secured by cross guarantees and fixed and floating charges from the Company and certain
subsidiary undertakings.
Deferred contingent consideration represents the present value of deferred contingent acquisition
consideration which will become payable based on pre-defined performance thresholds being met.
The deferred contingent consideration liability at 31 December 2023 is €75,061,000 (2022: €91,798,000).
Significant judgement is exercised in determining the liability indicating that the final liability may be
significantly different to the amount provided. In the event of the maximum earnout being achieved, an
additional provision of €67,608,000 would be required at 31 December 2023. Equally, a significantly smaller
liability than that estimated could arise.
Deferred contingent consideration was included within Provisions in the 2022 financial statements but has
been presented separately in the current year to better align with IFRS presentation requirements with
comparative amounts updated accordingly.
During the year payments of €8,234,000 (2022: €5,127,000) were made in respect of prior year acquisitions.
Deferred contingent consideration of €9,624,000 (2022: €12,030,000) in respect of prior year acquisitions
were released in the year following a review of expected performance against earn-out targets. The discount
rates used to discount the provisions to present value did not require update at 31 December 2023 resulting
in no change arising from changes in discount rates (2022: €1,405,000). Further details on the measurement
of deferred contingent consideration are provided in Note 32. The balance at 31 December 2023 relates to
the following acquisitions:
» Dialachemist Limited (2015)
» Macromed (UK) Limited (2018)
» M3 Medical Limited (2019)
» Innerstrength Limited (2020)
» Diligent Health Solutions, LLC (2020)
» RRD International, LLC (2020)
» CoRRect Medical GmbH (2021)
» Mdea, Inc, The Doctor’s Channel, LLC, and BESTMSLs, Inc (BESTMSLs Group) (2021)
» Events 4 Healthcare Limited (2021)
» Devonshire Healthcare Services Limited (2021)
» Inspired Insight, LLC (2022)
» Orspec Pharma Pty Limited (2022)
» BModesto Vastgoed B.V. (2022).
173
174
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 19 Deferred contingent consideration (continued)
20 Provisions
The deferred contingent consideration at 31 December 2022 related to the acquisition of the following:
» Dialachemist Limited (2015)
» Macromed (UK) Limited (2018)
» EPS Vascular AB, EP Endovascular AB and EPS Vascular OY (EPS Group) (2019)
» M3 Medical Limited (2019)
» Innerstrength Limited (2020)
» Diligent Health Solutions, LLC (2020)
» RRD International, LLC (2020)
» CoRRect Medical GmbH (2021)
» Mdea, Inc, The Doctor’s Channel, LLC, and BESTMSLs, Inc (BESTMSLs Group) (2021)
» Events 4 Healthcare Limited (2021)
» Devonshire Healthcare Services Limited (2021)
» Inspired Insight, LLC (2022)
» Orspec Pharma Pty Limited (2022)
» BModesto Vastgoed B.V. (2022).
The maturity profile of the deferred contingent consideration at 31 December 2023 is outlined in Note 32.
COMPANY
At 1 January
Unwinding of discount
Utilised during the year
Released during the year
Change in discount rate
At 31 December
Current
Non-current
Total deferred contingent consideration
2023
€’000
2022
€’000
2,462
2
(189)
(2,269)
-
6
6
-
6
2,428
49
-
-
(15)
2,462
-
2,462
2,462
Deferred contingent consideration represents the present value of deferred contingent acquisition
consideration which would become payable based on pre-defined performance thresholds being met.
During the year payments of €189,000 were made in respect of prior year acquisitions (2022: €nil). Deferred
contingent consideration of €2,269,000 (2022: €nil) in respect of prior year acquisitions were released in the
year following a review of expected performance against earn-out targets. The balance at 31 December 2023
and 31 December 2022 relates to the acquisition of Innerstrength Limited in 2020.
GROUP
At 1 January
Recognised during the year
Arising on acquisition
Utilised during the year
Released during the year
Foreign currency movement
At 31 December
Lease
dilapidation
2023
€’000
Warranty
provision
2023
€’000
Other
Total
Total
2023
€’000
2023
€’000
2022
€’000
488
-
350
-
(62)
-
776
133
28
-
-
-
3
1,641
2,262
-
-
(789)
-
(40)
28
350
(789)
(62)
(37)
1,483
1,729
-
(952)
(35)
37
164
812
1,752
2,262
Lease dilapidation
The lease dilapidation provision covers the cost of reinstating certain Group properties at the end of the
lease term. This is based on the terms of the individual leases which set out the conditions relating to the
return of property. The timing of the outflows will match the ending of the relevant leases with various dates
up to 2049.
Warranty provision
The warranty provision relates to a product warranty provided to customers on certain medical devices. The
estimated cost of the warranty is provided for upon recognition of the sale of the product. The costs are
estimated based on actual historical experience of expenses incurred and on estimated future expenses
related to current sales and are updated periodically. Actual warranty costs are charged against the
warranty provision.
Other
Other provisions relate to a management retention bonus payable in relation to the acquisition of RRD
International, LLC in 2020.
Deferred contingent consideration was included within Provisions in the 2022 financial statements but has
been presented separately in the current year to better align with IFRS presentation requirements with
comparative amounts updated accordingly.
175
176
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 21 Leases
i) Amounts recognised in the Balance Sheet:
As at 31 December, the Balance Sheet shows the following amounts relating to leases:
21 Leases (continued)
ii) Amounts recognised in the Income Statement:
The Income Statement shows the following amounts relating to leases:
GROUP
Right-of-use assets:
Buildings
Plant and equipment
Motor vehicles
Computer software
Net book value of right-of-use assets
Lease liabilities:
Current
Non-current
Total lease liabilities
2023
€’000
2022
€’000
126,899
107,268
139
4,280
-
278
3,441
1,139
131,318
112,126
20,134
14,315
126,083
105,919
146,217
120,234
GROUP
Buildings
Plant and equipment
Motor vehicles
Right-of-use assets depreciation charge
Computer software
Right-of-use assets amortisation charge
Interest on lease obligations (Note 6)
Principal repayments
Total cash outflow in respect of leases
Right-of-use assets are included in the lines ‘Intangible assets’ and ‘Property, plant and equipment, and
right-of-use assets’ on the Balance Sheet, and are presented in Notes 10 and 11.
COMPANY
Additions to the right-of-use assets during the year ended 31 December 2023 were €16,498,000
(2022: €7,961,000).
Lease liabilities are presented separately on the face of the Balance Sheet. The contractual maturity of the
lease liabilities is presented in Note 32.
COMPANY
Right-of-use assets:
Buildings
Plant and equipment
Computer software
Net book value of right-of-use assets
Lease liabilities:
Current
Non-current
Total lease liabilities
2023
€’000
2022
€’000
34,633
37,795
56
-
164
1,139
34,689
39,098
3,565
34,706
3,836
38,283
38,271
42,119
Right-of-use assets are included in the lines ‘Intangible Assets’ and ‘Property, plant and equipment, and
right-of-use assets’ on the Balance Sheet, and are presented in Notes 10 and 11.
Additions to the right-of-use assets during the year ended 31 December 2023 were €nil (2022: €nil).
177
Buildings
Plant and equipment
Right-of-use assets depreciation charge
Computer software
Right-of-use assets amortisation charge
Interest on lease obligations
Principal repayments
Total cash outflow in respect of leases
22 Trade and other payables
GROUP
Trade payables
Accruals
Other payables
Deferred income
Employment related taxes
Value added tax
Deferred acquisition consideration
2023
€’000
2022
€’000
14,893
11,131
191
2,452
414
2,434
17,536
13,979
189
189
380
380
4,884
16,604
3,644
13,192
21,488
16,836
2023
€’000
3,162
108
3,270
189
189
1,205
2,898
4,103
2022
€’000
3,161
108
3,269
380
380
1,316
2,916
4,232
2023
€’000
2022
€’000
299,184
158,237
7,929
7,770
5,119
11,944
100
490,283
223,249
155,255
5,404
7,585
4,863
10,327
523
407,206
178
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 22 Trade and other payables (continued)
23 Called up share capital
Trade and other payables are payable at various dates in the next three months in accordance with the
suppliers’ usual and customary credit terms.
Taxes are payable at various dates over the coming months in accordance with the applicable
statutory provisions.
Deferred income represents prepayments from customers for goods or services that have yet to be
delivered. During the year, all the deferred income recognised at 31 December 2022 has been recognised as
revenue. Deferred income amounts for 2022 have been presented separately from Other payables to better
align with the requirements of IFRS.
Defined contribution pension schemes
Included in accruals and other payables is an amount of €947,000 (2022: €516,000) due in relation to the
defined contribution pension schemes.
COMPANY
Amounts owed to subsidiaries
Trade payables
Accruals
Other payables
Employment related taxes
2023
€’000
2022
€’000
136,793
147,060
2,291
10,624
1,340
601
2,863
18,543
917
493
14,856
22,816
151,649
169,876
Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
Trade and other payables are payable at various dates in the next three months in accordance with the
suppliers’ usual and customary credit terms.
Taxes are payable at various dates over the coming months in accordance with the applicable
statutory provisions.
Deferred acquisition consideration
Total deferred acquisition consideration is payable in the following periods after 31 December in the Group:
GROUP
Within one year
2023
€’000
2022
€’000
100
100
523
523
Deferred acquisition consideration reflects the amounts payable in respect of the acquisition of an
independent community pharmacy during 2023. During 2023, payments were made in relation to deferred
acquisition consideration on the acquisition of Orspec Pharma and an independent community pharmacy.
GROUP AND COMPANY
Authorised share capital at 31 December:
Ordinary shares of 8c each
“A” ordinary shares of 8c each
Authorised share capital
2023
Number
2022
Number
2023
€’000
2022
€’000
453,205,300
453,205,300
16,000,000
16,000,000
36,256
1,280
36,256
1,280
37,536
37,536
Movement in the year in issued share capital presented as equity
Allotted, called up and fully paid ordinary shares of 8c each
At 1 January
At 31 December
Total allotted share capital:
At 31 December
2023
Number
2022
Number
2023
€’000
2022
€’000
273,015,254
273,015,254
21,841
21,841
273,015,254
273,015,254
21,841
21,841
273,015,254
273,015,254
21,841
21,841
There have been no changes to the authorised or issued share capital in either 2023 or 2022.
24 Share premium
GROUP AND COMPANY
Premium arising on shares issued
25 Other reserves
GROUP
Property revaluation reserve
Foreign currency translation reserve
Capital redemption reserve
COMPANY
Capital redemption reserve
2023
€’000
2022
€’000
176,501
176,501
2023
€’000
2022
€’000
700
1,945
60
2,705
60
60
700
1,248
60
2,008
60
60
179
180
Property revaluation reserve
The property revaluation reserve arose on the revaluation of freehold land and buildings. When revalued
land and buildings are sold, the portion of the property revaluation reserve that relates to that asset will be
transferred directly to retained earnings.
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 25 Other reserves (continued)
27 Non-controlling interests (continued)
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign exchange differences arising from the
translation of the net assets of the Group’s non-Euro denominated operations, including the translation
of the profits of such operations from the average exchange rate for the year to the exchange rate at the
Balance Sheet date. The reserve also includes all foreign exchange differences arising from the translation of
borrowings that hedge the Group’s net investment in foreign operations.
Capital redemption reserve
The capital redemption reserve is a legal reserve which has arisen from the Company buying back and
cancelling its ordinary shares in 2013.
26 Retained earnings
GROUP
At 1 January 2022
Profit for the financial year
Dividends paid
At 31 December 2022
At 1 January 2023
Profit for the financial year
Dividends paid
Purchase of non-controlling interest (Note 27)
At 31 December 2023
COMPANY
At 1 January 2022
Loss for the financial year
Dividend paid
At 31 December 2022
At 1 January 2023
Profit for the financial year
Dividend paid
At 31 December 2023
27 Non-controlling interests
At 1 January
Share of post-acquisition profits
Arising on acquisition
At 31 December
€’000
47,555
45,587
(4,666)
88,476
88,476
44,815
(4,832)
(246)
128,213
76,367
(5,233)
(4,666)
66,468
66,468
4,978
(4,832)
66,614
2023
€’000
2022
€’000
239
333
246
818
120
119
-
239
Non-controlling interests own the following stakes in the issued ordinary share capital of the entities set out
below at 31 December 2023:
» 20.0% Dialachemist Limited
» 1.0% Innerstrength Limited
» 5.05% Macromed (UK) Limited.
During the year, the Group acquired a further 16.7% of the ordinary share capital of Innerstrength Limited
taking the Group’s share from 82.3% to 99.0%. Innerstrength Limited has been loss making therefore the
further acquisition has contributed to the increase in non-controlling interests. Citywest Healthcare Limited
was liquidated during the year and therefore there is no longer a 25% non-controlling interest.
In November 2022, the Group acquired 85% of BModesto Vastgoed B.V. with the remaining 15% subject to
a put and call option. BModesto Vastgoed B.V. has been consolidated as a subsidiary undertaking using the
anticipated acquisition method, consistent with IFRS 3, with the combined 100% recognised as acquired
from November 2022.
28 Employee share awards
Share-based payments
The Group operates a number of equity settled share-based payment schemes in addition to a cash settled
share-based payment scheme. No new schemes were established during 2023.
Share options (equity-settled)
The key terms and conditions related to the grants under the 2022 and 2021 share option plans that remain
outstanding at 31 December 2023 are as follows:
Grant date
Number of
instruments in
thousands
Vesting conditions
Contractual life
of option
July 2021
250
Service from the grant date to 31 December
2024, meeting share price thresholds of
€4.00 per share, €4.75 per share price and
€5.50 per share. (33% at each hurdle vest’s
subject to the service condition)
July 2021
October 2021
November 2022
335
Same as July 2021 vesting conditions
250
Same as July 2021 vesting conditions
12,500
Service from grant date to 31 December
2026 meeting Total Shareholder Return
(TSR) thresholds achieved in the vesting
period ranging from 50% to 70%
Total share options granted
13,335
7 years
7 years
7 years
10 years
Cash LTIP (cash-settled)
On 22 July 2021, the Group granted 120,000 cash LTIP awards to employees that entitled them to a cash
payment at 31 December 2024 based on the service provided up until this date. The number of outstanding
cash LTIP awards at 31 December 2023 is 120,000 (2022: 120,000).
The amount of the cash payment is determined by the increase in the share price of the Company based
on the share price hurdles of €4.00, €4.75 and €5.50 for the cash LTIP awards issued in July (33% at each
hurdle vest’s subject to service conditions). The carrying amount of liabilities for the cash LTIP awards at
31 December 2023 is €35,000 (2022: €34,000).
181
182
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 28 Employee share awards (continued)
28 Employee share awards (continued)
Measurement of fair values (equity-settled)
The fair value of the employee share option scheme has been measured using a Monte Carlo simulation.
Service and non-market performance conditions attached to the arrangements were not taken into account
in measuring fair value.
The inputs used in the measurement of the fair values at grant date of the equity-settled share-based
payment plan were as follows:
Grant date
Fair value at grant date
Share price at grant date
Exercise price
Expected volatility
Expected life
Expected dividends
Risk-free interest rate
July 21
October 21
July 21
November 22
0.95
3.70
3.33
31%
1.37
4.19
3.33
31%
1.01
3.77
3.33
31%
5.2 years
5.1 years
5.2 years
0.4%
(0.75%)
0.4%
(0.56%)
0.4%
(0.79%)
0.87
3.57
3.48
31%
6 years
0.5%
1.92%
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price,
particularly over the historical period. The expected term of the instruments has been based on general
option holder behaviour.
Measurement of fair values (cash-settled)
The fair value of the cash LTIP awards has been measured using a Monte Carlo simulation. Service and non-
market performance conditions attached to the arrangements were not taken into account in measuring
fair value.
The inputs used in the measurement of the fair values of the cash LTIP at 31 December 2023 and at grant
date are as follows:
Grant date
Fair value at grant date
Share price at grant date
Exercise price
Expected volatility
Expected life
Expected dividends
Risk-free interest rate
31 December 2023
At grant date
July 2021
July 2021
0.66
3.35
3.33
31%
0.66
3.35
3.33
31%
3.5 years
3.5 years
0.5%
2.69%
0.4%
(0.68%)
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price,
particularly over the historical period. The expected term of the instruments has been based on general
option holder behaviour.
Reconciliation of outstanding share options
The number and weighted-average exercise prices of share options under the 2022 and 2021 share option
programmes were as follows:
2023
2022
Weighted Average
Exercise Price
Number 000’s Weighted Average
Exercise Price
Number 000’s
As at 1 January
Granted during the year
Forfeited during the year
Exercised during the year
As at 31 December
3.47
-
(3.33)
-
3.47
13,570
-
(235)
-
13,335
3.05
3.48
(2.54)
-
3.47
1,670
12,500
(600)
-
13,570
The options outstanding at 31 December 2023 had an exercise price in the range of €3.33 to €3.48 (2022:
€3.33 to €3.48) and a weighted-average contractual life of 9.8 years (2022: 9.8 years).
Expense recognised in the Income Statement
An equity-settled share-based payment charge of €2,824,000 (2022: €535,000) has been recognised in
the year.
A cash-settled share-based payment charge of €1,000 (2022: €6,000) has been recognised in the year in
respect of the cash LTIP awards.
Long-term incentive plan
The Company operates a long-term incentive plan for certain Executive Directors and managerial employees
under which shares have been granted subject to vesting conditions linked to the achievement of demanding
Group performance measures and operational targets as well as continued employment with the Group. The
Company can require compulsory transfer of these shares if certain criteria are not met.
As at 31 December 2023, the Company had allotted 13,162,240 ordinary shares of €0.08 each (2022: 13,162,240
shares) to members of the Uniphar Executive Directors and managerial employees under the long-term
incentive plan. All shares issued under the long-term incentive plan at 31 December 2023 and 31 December
2022 were called up and fully paid. These shares remain subject to ‘non-market’ vesting conditions. No
charge to the Income Statement arises in either 2023 or 2022 in respect of this arrangement.
183
184
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 29 Reconciliation of operating profit to cash flow from operating activities
30 Reconciliation of net cash flow to movement in net bank debt
GROUP
Operating profit before operating exceptional items
Cash related exceptional items
Depreciation
Amortisation
Increase in inventory
(Increase)/decrease in receivables
Increase in payables
Share-based payment expense
Foreign currency translation adjustments
Cash inflow from operating activities
COMPANY
Operating profit before operating exceptional items
Cash related exceptional items
Depreciation
Amortisation
Decrease/(increase) in receivables
(Decrease)/increase in payables
Share-based payment expense
Foreign currency translation adjustments
2023
€’000
2022
€’000
77,755
(17,784)
59,971
29,202
6,204
(16,868)
(67,073)
67,717
2,824
172
69,570
(7,768)
61,802
23,356
5,114
(15,130)
2,934
2,700
535
1,393
82,149
82,704
13,734
(11,579)
2,155
3,271
698
25,545
(8,259)
2,824
(1,007)
7,779
(3,093)
4,686
3,269
541
(18,203)
5,869
535
-
Cash inflow/(outflow) from operating activities
25,227
(3,303)
GROUP
(Decrease)/increase in cash and overdrafts in the year
Movement in restricted cash (Note 31)
Cash flow from movement in borrowings (Note 31)
Decrease in net debt resulting from cash flows
Debt acquired during the year (Note 31)
Non-cash movement in borrowings during the year (Note 31)
Foreign currency translation on cash and cash equivalents
Movement in net bank debt in the year
Net bank debt at beginning of year
Net bank debt at end of year
COMPANY
Increase in cash and overdrafts in the year (Note 31)
Cash flow from movement in borrowings (Note 31)
Increase/(decrease) in net bank debt resulting from cash flows
Non-cash movement in borrowings during the year (Note 31)
Movement in net bank debt in the year
Net bank debt at beginning of year
Net bank debt at end of year
31 Analysis of changes in net debt
2023
€’000
2022
€’000
(18,287)
26,904
173
-
(18,764)
(59,179)
(36,878)
(22,664)
577
235
(58,730)
(91,217)
(32,275)
(23,843)
14,423
(1,225)
(42,920)
(48,297)
(149,947)
(91,217)
6,374
656
-
(62,830)
6,374
577
(62,174)
-
6,951
(62,174)
(184,670)
(122,496)
(177,719)
(184,670)
1 January
2023
€’000
Cash
flow
€’000
Acquisitions
(Note 35)
€’000
Disposals
(Note 4)*
€’000
Non-cash
movement
€’000
31 December
2023
€’000
GROUP
Cash and cash equivalents
103,704
(21,232)
3,080
Restricted cash
Total cash
-
173
-
103,704
(21,059)
3,080
Bank loans repayable within one year
(7,490)
(5,678)
-
Bank loans repayable after one year**
(187,431)
(13,086)
(22,664)
Bank loans
Net bank debt
(194,921)
(18,764)
(22,664)
(91,217)
(39,823)
(19,584)
(135)
(135)
-
(135)
-
-
-
235
-
235
-
577
577
812
85,652
173
85,825
(13,168)
(222,604)
(235,772)
(149,947)
185
186
Lease obligations
(120,234)
21,488
(29,168)
1,044
(19,347)
(146,217)
Net debt
(211,451)
(18,335)
(48,752)
909
(18,535)
(296,164)
* The disposals movement in 2023 relates to the business disposals included in Note 4.
**The Non-cash movement in 2023 relates to foreign currency movement and amortisation of refinancing
transaction fees.
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 31 Analysis of changes in net debt (continued)
31 Analysis of changes in net debt (continued)
GROUP
Cash and cash equivalents
Total cash
1 January
2022
€’000
Cash
flow
€’000
78,025
23,609
78,025
23,609
Acquisitions
€’000
3,295
3,295
Non-cash
movement
€’000
31 December
2022
€’000
(1,225)
103,704
(1,225)
103,704
COMPANY
Cash and cash equivalents
Total Cash
2,105
2,105
656
656
Bank loans repayable within one year*
(1,721)
3,651
(23,843)
14,423
(7,490)
Bank loans repayable after one year
(124,601)
(62,830)
Bank loans repayable after one year
(124,601)
(62,830)
-
-
(187,431)
Bank loans
Net bank debt
Lease obligations
Net debt
(126,322)
(59,179)
(23,843)
14,423
(194,921)
(48,297)
(35,570)
(20,548)
13,198
(91,217)
(119,078)
16,836
(7,220)
(10,772)
(120,234)
(167,375)
(18,734)
(27,768)
2,426
(211,451)
Bank loans
Net bank debt
Lease obligations
Net debt
32 Financial instruments
1 January
2022
€’000
Cash
flow
€’000
Non-cash
movement
€’000
31 December
2022
€’000
-
-
-
-
-
2,761
2,761
(187,431)
(187,431)
(184,670)
(124,601)
(62,830)
(122,496)
(62,174)
(45,034)
4,232
(1,317)
(42,119)
(167,530)
(57,942)
(1,317)
(226,789)
* The Non-cash movement in 2022 principally relates to an invoice discounting facility associated with the
BModesto Group acquisition which was not repaid at the time of acquisition.
Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
COMPANY
Cash and cash equivalents
Total cash
Bank loans repayable after one year
Bank loans
Net bank debt
Lease obligations
Net debt
1 January
2023
€’000
Cash
flow
€’000
Non-cash
movement
31 December
2023
€’000
€’000
2,761
2,761
6,374
6,374
(187,431)
(187,431)
-
-
(184,670)
6,374
-
-
577
577
577
(42,119)
4,103
(226,789)
10,477
(255)
322
9,135
9,135
(186,854)
(186,854)
(177,719)
(38,271)
(215,990)
Financial assets
2023
Investments in equity instruments
Trade and other receivables **
Cash and cash equivalents
Restricted cash
2022
Investments in equity instruments
Trade and other receivables **
Deferred consideration receivable
Cash and cash equivalents
Financial
assets at
FVOCI*
Notes
€’000
Financial
assets at
amortised
cost
€’000
Total
€’000
12
16
17
17
12
16
16
17
25
-
-
-
-
25
213,202
213,202
85,652
85,652
173
173
25
299,027
299,052
25
-
-
-
-
25
147,064
147,064
100
100
103,704
103,704
25
250,868
250,893
Fair value through other comprehensive income.
*
** Excluding prepayments, accrued income and deferred consideration receivable.
187
188
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 32 Financial instruments (continued)
32 Financial instruments (continued)
Financial liabilities
2023
Borrowings
Deferred acquisition consideration
Trade and other payables **
Deferred contingent consideration
Lease obligations
2022
Borrowings
Deferred acquisition consideration
Trade and other payables **
Deferred contingent consideration
Lease obligations
Financial
liabilities
at
FVTPL*
€’000
Financial
liabilities at
amortised
cost
€’000
Total
€’000
Notes
18
22
22
19
21
18
22
22
19
21
-
-
-
75,061
-
235,772
100
465,350
-
146,217
235,772
100
465,350
75,061
146,217
75,061
847,439
922,500
-
-
-
91,798
-
194,921
523
383,908
-
120,234
194,921
523
383,908
91,798
120,234
91,798
699,586
791,384
*
Fair value through profit and loss.
** Excluding non-financial liabilities.
Trade and other payables comparative amounts for 2022 have been restated to better align with the
reporting requirements of IFRS.
Fair value
The following table sets out the fair value of the Group’s principal financial assets and liabilities.
Financial assets
Investments in equity instruments
Trade and other receivables
Deferred consideration receivable
Cash and cash equivalents
Restricted cash
Financial liabilities
Borrowings
Deferred acquisition consideration
Trade and other payables
Deferred contingent consideration
Lease obligations
2023
Carrying
value
€’000
2023
Fair value
€’000
2022
Carrying
value
€’000
2022
Fair value
€’000
Notes
12
16
16
17
17
18
22
22
19
21
25
213,202
-
85,652
173
25
213,215
-
85,652
173
25
147,064
100
103,704
-
25
147,073
100
103,704
-
299,052
299,065
250,893
250,902
235,772
100
465,350
75,061
146,217
235,772
100
465,350
75,061
146,217
194,921
523
383,908
91,798
120,234
194,921
523
383,908
91,798
120,234
922,500
922,500
791,384
791,384
Measurement of fair values
In the preparation of the financial statements, the Group finance department, which reports directly to
the Chief Financial Officer (CFO), reviews and determines the major methods and assumptions used in
estimating the fair values of the financial assets and liabilities which are set out below:
Investments in equity instruments
Investments in equity instruments are measured at fair value through other comprehensive income (FVOCI).
Trade and other receivables/trade and other payables
For receivables and payables with a remaining life of less than 12 months or demand balances, the carrying
value less impairment provision where appropriate, is deemed to reflect fair value. Trade and other payables
comparative amounts for 2022 have been restated to better align with the reporting requirements of IFRS.
Cash and cash equivalents, including short-term bank deposits
For short-term bank deposits and cash and cash equivalents, all of which have a maturity of less than three
months, the carrying amount is deemed to reflect fair value.
Interest-bearing loans and borrowings
For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than
6 months, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater
than 6 months, the fair value is calculated based on the present value of the expected future principal and
interest cash flows discounted at appropriate market interest rates (level 2) effective at the Balance Sheet
date and adjusted for movements in credit spreads.
Deferred acquisition consideration
Discounted cash flow method was used to capture the present value of the expected future economic
benefits that will flow out of the Group arising from the deferred acquisition consideration.
Deferred contingent consideration
The fair value of the deferred contingent consideration is calculated by discounting the expected
future payment to the present value. The expected future payment represents the deferred contingent
consideration which would become payable based on pre-defined performance thresholds being met
and is calculated based on management’s best estimates of the expected future cash outflows using
current budget forecasts. The provision for deferred contingent consideration is principally in respect of
acquisitions completed from 2015 to 2022. A maturity analysis of the deferred contingent consideration on
an undiscounted basis is presented on page 195.
The significant unobservable inputs are:
» Expected future profit forecasts which have not been disclosed due to their commercial sensitivities; and
» Risk adjusted discount rate of between 2.5% and 4.0% (2022: between 2.5% and 4.0%)
The estimated fair value would increase/(decrease) if the:
» Expected future profit forecasts were higher/(lower); and
» Risk adjusted discount rate was lower/(higher).
For the fair value of deferred contingent consideration, a 1% increase in the risk adjusted discount rate at 31
December 2023, holding the other inputs constant would reduce the fair value of the deferred contingent
consideration by €1.0m. A 1% decrease in the risk adjusted discount rate would result in an increase of €1.0m
in the fair value of the deferred contingent consideration.
189
190
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 32 Financial instruments (continued)
32 Financial instruments (continued)
Fair value hierarchy
The following table sets out the fair value hierarchy for financial instruments which are measured at
fair value.
Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the years ended 31 December 2023 and
31 December 2022:
Recurring fair value measurements
At 31 December 2023
Investments in equity instruments
Deferred contingent consideration
At 31 December 2022
Investments in equity instruments
Deferred contingent consideration
Level 1
€’000
Level 2
€’000
Level 3
€’000
Total
€’000
-
-
-
-
-
-
-
-
-
-
-
-
25
25
(75,061)
(75,061)
(75,036)
(75,036)
25
25
(91,798)
(91,798)
(91,773)
(91,773)
There were no transfers between the fair value levels for recurring fair value measurements during the year.
The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end
of the reporting period.
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at
the end of the reporting period. The quoted market price used for financial assets held by the Group is the
current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
At 1 January 2022
Utilised during the year
Change in discount rate*
Unwinding of discount*
Arising on acquisition
Released during the year*
Foreign currency movement
At 31 December 2022
Utilised during the year
Unwinding of discount*
Released during the year*
Foreign currency movement
At 31 December 2023
Shares in
unlisted
companies
€’000
Deferred
contingent
consideration
€’000
Total
€’000
25
(88,918)
(88,893)
-
-
-
-
-
-
25
-
-
-
-
25
5,127
1,405
(2,073)
(17,519)
12,030
(1,850)
5,127
1,405
(2,073)
(17,519)
12,030
(1,850)
(91,798)
(91,773)
8,234
(2,506)
9,624
1,385
8,234
(2,506)
9,624
1,385
(75,061)
(75,036)
* These amounts have been credited/(charged) to the Income Statement in finance income/costs.
Financial risk management
The Group’s operations expose it to various financial risks. The Group has a risk management framework in
place which seeks to limit the impact of these risks on the financial performance of the Group and it is the
Group’s policy to manage these risks in a non-speculative manner.
The Group has exposure to the following risks from its use of financial instruments: credit risk, liquidity risk,
currency risk, interest rate risk and price risk. This note presents information about the Group’s exposure to
each of the above risks and the Group’s objectives, policies, and processes for measuring and managing the
risk. Further quantitative disclosures are included throughout this note.
The Group’s financial risk management is carried out by a central finance department under policies approved
by the Board of Directors. Group finance identifies, evaluates, and manages financial risks in close co-
operation with the Group’s operating units. The Board approves written principles for overall risk management,
as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use
of derivative financial instruments and non-derivative financial instruments and the investment of excess
liquidity.
191
192
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 32 Financial instruments (continued)
32 Financial instruments (continued)
Credit risk
Credit risk arises from credit to customers, loans to customers, deferred consideration receivable, restricted
cash, as well as cash and cash equivalents including deposits with banks and financial institutions.
The Group manages credit risk through the use of credit limits for customers, regular review of the ageing of
trade and other receivables, and the review and monitoring of customer and bank credit ratings.
Trade receivables
Credit risk arising in the context of the Group’s operations is not significant with the provision for impairment
at the Balance Sheet date amounting to 2.0% of gross trade receivables (2022: 3.9%). The Group accounts
for its credit risk by appropriately providing for expected credit losses on a timely basis. In calculating
the expected credit loss rates, the Company considers historical loss rates for each category of customers
and adjusts for forward looking macroeconomic data.
Customer credit risk is managed at appropriate Group locations according to established policies,
procedures and controls. Customer credit quality is assessed in line with strict credit rating criteria and
credit limits are established where appropriate. Outstanding customer balances are regularly monitored
and a review for indicators of impairment (evidence of financial difficulty of the customer, payment default,
breach of contract etc.) is carried out at each reporting date. Individual receivables which are known to
be uncollectible are written off by reducing the carrying amount directly. The accrued income and other
receivables are assessed collectively to determine whether there is objective evidence that an impairment
has been incurred but not yet identified. For these receivables the estimated impairment losses are
recognised in a separate provision for impairment.
The Group considers that there is evidence of impairment if any of the following indicators are present:
» Significant financial difficulties of the receivable
» Probability that the receivable will enter bankruptcy or financial reorganisation
» Default or delinquency in payments (more than 30 days overdue).
Receivables for which an impairment provision was recognised are written off against the provision when
there is no expectation of recovering additional cash.
Impairment losses are recognised in the Income Statement within selling and distribution costs. Subsequent
recoveries of amounts previously written off are credited against selling and distribution costs where the
initial impairment was recorded.
Movements in the provision for impairment of trade receivables that are assessed for impairment collectively
are as follows:
At 1 January
Provision for impairment recognised during the year
Receivables written off during the year as uncollectible
Recovery of balances previously provided for
Foreign currency translation
At 31 December
2023
€’000
5,786
929
(198)
(2,339)
39
2022
€’000
6,050
159
(285)
(109)
(29)
4,217
5,786
The trade receivables balances disclosed in Note 16 comprise a large number of customers spread across
the Group’s activities and geographies with balances classified as “not past due” representing 79.4% of the
total trade receivables balance at the Balance Sheet date (2022: 82.4%). Invoice discounting arrangements
are employed in certain of the Group’s operations where they are deemed to be of benefit by management.
193
Under the terms of the invoice discounting non-recourse agreement, the Group has transferred substantially
all credit risk and control of certain trade receivables. The balance of the facility as at 31 December 2023 is
€111,765,000 (2022: €111,765,000). The Group has recognised an asset within trade and other receivables of
€16,765,000 (2022: €16,765,000), being the fair value of the amount receivable from the financial institutions,
representing 15% of the trade receivables transferred to the financial institutions in accordance with the
terms of the receivables purchase arrangement. The total interest expense associated with this receivables
purchase agreement during the year ended 31 December 2023 was €4,765,000 (2022: €1,866,000).
On acquisition of BModesto Group in 2022, the Group acquired an invoice discounting facility that is with
recourse to the Group. The balance of this facility at 31 December 2023 is €13,168,000 (2022: €5,900,000).
The total interest expense associated with this invoice discounting facility during the year ended 31
December 2023 was €762,000 (2022: €72,000). The cash inflows and outflows related to the invoice
discounting facility are reported on a net basis in the Group Cash Flow Statement as the turnover is quick.
The ageing of trade receivables at 31 December 2023 and 2022 was:
Not past due
Past due
0 – 30 days
30 – 60 days
60 days
Total past due
Total trade receivables
2023
€’000
2022
€’000
161,124
117,318
29,740
16,371
5,762
6,223
3,987
4,624
41,725
24,982
202,849
142,300
Cash and cash equivalents
Cash and cash equivalents give rise to credit risk on amounts due from counterparty financial institutions
(stemming from their insolvency or a downgrade in their credit ratings). Credit risk is managed by the regular
review of the credit ratings of these financial institutions and limiting the aggregate amount and duration
of exposure to any one counterparty primarily depending on its credit rating. All the Group’s cash and cash
equivalents are currently held with financial institutions which have investment grade credit ratings ranging
from A-1 to A-3 (2022: A-1 to A-3).
Other financial assets
The Group has investments in companies with a strategic interest to the Group which are of a non-
speculative nature. The investments and any impairment provisions are outlined in Note 12.
The carrying amount of financial assets, net of impairment provisions, represents the Group’s maximum
credit exposure. The maximum exposure to credit risk at year end was as follows:
Trade and other receivables*
Deferred consideration receivable
Cash and cash equivalents
Restricted cash
Total
* Excluding prepayments and accrued income
2023
€’000
2022
€’000
213,202
147,064
-
100
85,652
103,704
173
-
299,027
250,868
194
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 32 Financial instruments (continued)
32 Financial instruments (continued)
Liquidity risk
The Group manages liquidity risk through maintaining sufficient cash and cash equivalents to meet
obligations when due, credit facilities and overdraft facilities, monitoring and managing the maturity of
borrowings, regular review of the ageing of trade and other receivables, and review and monitoring of
customer and bank credit ratings.
Management monitors forecasts of the maturity of the Group’s borrowings and other obligations.
Management forecasts cash flows expected to settle the Group’s obligations and actively monitors the level
of cash and facilities available to settle the Group’s obligations as they fall due. Forecasts of cash flows to
settle trade and other payables are generally carried out at a subsidiary level in the operating companies of
the Group in accordance with practice and limits set up by the Group.
The following table outlines the undiscounted contractual maturities of the Group’s financial liabilities at the
Balance Sheet date. The undiscounted cash flows and maturity profile differ from the amount included in
the Balance Sheet because the Balance Sheet amount is based on the discounted cash flows.
Less than
6 months
6 to 12
months
Between 1
and 2 years
Between 2
and 5 years
Over
5 years
€’000
€’000
€’000
€’000
€’000
Total
contractual
cash flows
€’000
Contractual maturity of financial liabilities
At 31 December 2023
Borrowings
Deferred acquisition consideration
Deferred contingent consideration
Lease obligations
Trade and other payables
At 31 December 2022
Borrowings
Deferred acquisition consideration
Deferred contingent consideration
Lease obligations
Trade and other payables
13,347
100
21,788
11,284
465,350
-
-
22,616
10,888
-
-
-
15,507
20,499
-
292,461
-
18,350
51,170
-
-
-
-
80,450
-
305,808
100
78,261
174,291
465,350
511,869
33,504
36,006
361,981
80,450
1,023,810
7,565
523
-
-
14,467
21,293
7,984
7,704
383,908
-
-
-
29,418
14,986
-
229,140
-
32,357
36,868
-
-
-
-
74,941
-
236,705
523
97,535
142,483
383,908
414,447
28,997
44,404
298,365
74,941
861,154
Deferred contingent consideration is provided based on management’s assessment of the fair value of the
liability taking into account the expected profitability of the acquisition. The maximum amount of additional
deferred contingent consideration not provided for in the financial statements is €67,608,000 assuming the
acquisitions satisfy all performance conditions as set out in their acquisition.
Trade and other payables comparative amounts for 2022 have been restated to better align with the
reporting requirements of IFRS.
Lender covenants
The Group entered into a new banking facility in August 2022 that expanded both the size and number of
participating banks in the syndicate. Under this facility the Group is subject to two covenants: leverage ratio
and interest cover. Banking covenants are subject to bi-annual review, and during 2023 all covenants have
been fully complied with.
Currency risk
The Group primarily operates in the Republic of Ireland and the majority of the Group’s activities are
conducted in Euro. Elements of the Group’s operations are carried out in the UK, Europe, the US and Asia
Pacific. As a result, the Group is exposed to structural currency fluctuations in respect of Sterling, Swedish
Krona, the US Dollar and the Australian Dollar primarily. To the extent that the non-Euro denominated assets
and liabilities of the Group do not offset, the Group is exposed to structural currency risk. Such movements
are reported through the Group Statement of Comprehensive Income.
The Euro is the principal currency of the Group’s Irish and European businesses, Sterling is the principal
currency of the Group’s UK businesses, the Swedish Krona is the principal currency of our Nordic businesses,
the US Dollar is the principal currency of our US businesses, and the Australian Dollar is the principal
currency of our Australian businesses. The Group seeks to manage the foreign currency translation risk
arising from an investment in a foreign operation through the drawdown of borrowings denominated in the
relevant currency and designating as a net investment hedge against the investment in the foreign operation.
The Group actively monitors the level of foreign exchange exposure and ensures that its net exposure is kept
at an acceptable level. Currency risks are regularly monitored and managed by utilising spot and forward
foreign currency contracts as appropriate for settling liabilities arising from the purchase of goods for resale
in non-functional currencies. The majority of transactions entered into by Group entities are denominated in
functional currencies and no significant level of hedging is required.
A portion of the Group’s USD denominated borrowings with a nominal amount of USD 34.5 million (2022:
USD 34.5 million) is designated as a hedge of a portion of the net investment in the Group’s USD net assets
amounting to USD 34.5 million (2022: 34.5 million). A portion of the Group’s GBP denominated borrowings
with a nominal amount of GBP 9.1 million is designated as a hedge of a portion of the net investment in the
Group’s GBP net assets amounting to GBP 9.1 million (2022: GBP 9.1 million). A portion of the Group’s AUD
denominated borrowings with a nominal amount of AUD 4.2 million (2022: AUD 4.2 million) is designated as a
hedge of a portion of the net investment in the Group’s AUD net assets amounting to AUD 4.2 million (2022:
AUD 4.2 million). The hedge ratio was 1:1 and there was no ineffectiveness recognised in the Group Income
Statement during the year (2022: nil).
Carrying value of net investment hedge
Gain recognised in other comprehensive income
2023
€’000
2022
€’000
44,232
1,008
45,239
2,070
Currency Risk Sensitivity Analysis
The following table demonstrates the sensitivity of profit after tax and total equity to movements in the GBP/
USD/SEK/AUD exchange rate with all other variables held constant:
+/- 5% change in GBP/USD/SEK/AUD Exchange rates
Impact on profit after tax *
Impact on total equity **
2023
€’000
2022
€’000
225
1,413
834
1,006
* The impact on profit after tax is based on changing the GBP/USD/SEK/AUD exchange rate used in
calculating profit after tax for the year.
** The impact on total equity is calculated by changing the GBP/USD/SEK/AUD exchange rate used in
measuring the closing balance sheet plus the impact to profit after tax for the period.
195
196
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 32 Financial instruments (continued)
34 Contingent liabilities
Interest rate risk
The Group has no fixed rate borrowings and its receivables are carried at amortised cost. At 31 December
2023, the Group revolving credit facility (RCF) is subject to an interest rate charge based on inter-bank
interest rates (EURIBOR, GBP SONIA and USD SOFR) +1.9%. Interest charged on the RCF is subject to change
based on the Group’s leverage ratio.
Invoice discounting and non-recourse facility are subject to interest rate charges based on Prime/EURIBOR
+1.65% to +1.75%.
2023
€’000
2022
€’000
Variable rate borrowings (Note 18)
235,772
194,921
A decrease of fifty basis points in the interest rate would have reduced interest payable on borrowings in finance
costs by €1,187,000 (2022: €955,000) and consequently increased our profit before tax and equity. An increase
of fifty basis points would have increased interest payable on borrowings in finance costs and consequently
reduced our profit before tax and equity by an equal and opposite amount. A similar movement with regard to
the non-recourse facility would result in a reduction/increase of €475,000 (2022: €475,000) in interest payable.
Price risk
The Group’s exposure to equity price risk arises from investments held by the Group and classified in the
Balance Sheet as investments in equity instruments. The investments in equity instruments are measured at
fair value through OCI. The Group is exposed to the risk of an illiquid market for unlisted companies as these
investments are not traded on an active market.
Capital management
The Group’s objectives when managing capital are to:
» Safeguard its ability to continue as a going concern and to continue to provide a return for shareholders;
and
» Maintain an optimal capital structure and reduce the overall cost of capital.
In managing its capital structure, the Group’s capital consists of total equity and net bank debt. The
Board monitors the return on capital employed and dividend policy in order to optimise shareholder value
while allowing the Group to take advantage of opportunities that might arise to grow the business and to
sustain the ongoing development of the Group. At the year end, the Group was in a net bank debt position
of €149,947,000 (2022: net bank debt of €91,217,000). Total equity of the Group at 31 December 2023 was
€333,620,000 (2022: €289,783,000). The Directors periodically review the capital structure of the Group,
considering the cost of capital and the associated risks.
33 Future capital expenditure not provided for
At 31 December 2023 the Group had capital commitments of €69,232,000 (2022: €45,898,000). Furthermore,
during 2023 the Group exercised an option to purchase a property it leases in Citywest, Dublin. An amount
of €31,200,000 will become payable in 2024 should this transaction proceed to completion. This amount has
not been included in the capital commitments since it is not contractual at 31 December 2023.
Contracted for
Intangible assets
Property, plant and equipment
2023
€’000
2022
€’000
35,195
34,037
695
45,203
69,232
45,898
The majority of the amount that is contracted for relates to the strategic investment in a new Supply Chain &
Retail distribution facility in Dublin.
Subsidiaries
Pursuant to the provisions of Section 357, Companies Act 2014, the Company has put in force in respect
of the whole of the financial year ended 31 December 2023 an irrevocable guarantee of all commitments
entered into by a subsidiary including amounts shown as liabilities in the statutory financial statements of
the relevant subsidiary. The list of relevant subsidiaries is as follows: Uniphar Wholesale Limited, Allphar
Services Limited, Uniphar Commercial Ireland Limited, Allcare Management Services Limited, Uniphar Durbin
Ireland Limited, Point of Care Health Services Limited, Lindchem Designated Activity Company, Trennamally
Limited, Cahill May Roberts Limited, Uniphar Europe Limited, M3 Medical Limited, Pagni Pharmacies Limited,
Uniphar Medtech Limited, Pyramach Limited, Innerstrength Limited, Uniphar Commercial Solutions Limited,
Proluca Pharma Limited and Scale Holdings Limited.
Guarantees
The Company and certain subsidiaries have issued guarantees totalling €67,000 (2022: €92,000) in respect
of bank borrowings undertaken by past customers of Cahill May Roberts Limited. The fair values of these
guarantees are negligible.
From a Company perspective, the fair value of the contingent liability at year end is €nil (2022: €nil).
The change in the level of contingent liabilities is due to reduced underlying loan balances.
Legal matters or claims
From time to time, in the normal course of business, the Group can be subject to claims from various
parties. Having considered the status of such matters as at 31 December 2023, the Directors are satisfied
that there are no such matters which require either a provision or contingent liability disclosure in the
financial statements.
35 Acquisitions of subsidiary undertakings and business assets
A key strategy of the Group is to expand into higher growth sectors and extend the capabilities the Group
can offer our clients. In line with this strategy, the Group completed the following acquisitions during the
financial year:
McCauley Pharmacy Group
The Group acquired 100% of the ordinary share capital of LXV Remedies Holdings Limited in January 2023
for consideration of €26,613,000. LXV Remedies Holdings Limited operates a network of retail pharmacies
in Ireland.
Pivot Digital Health
The Group acquired part of the business and assets of Pivot Digital Health Limited in August 2023 for
consideration of €382,000.
Kieran Hughes Pharmacy Limited
The Group acquired 100% of the ordinary share capital of Kieran Hughes Pharmacy Limited in November 2023
for consideration of €2,346,000. Kieran Hughes Pharmacy Limited currently operates an independent retail
pharmacy in Ireland.
Katari Artane Limited and Katari Coolock Limited
The Group acquired 100% of the ordinary share capital of Katari Artane Limited and Katari Coolock Limited in
November 2023 for consideration of €3,649,000. Katari Artane Limited and Katari Coolock Limited currently
operate as independent retail pharmacies in Ireland.
Goodwill is attributable to the future economic benefits arising from assets which are not capable of being
individually identified and separately recognised. The significant factors giving rise to the goodwill include
the value of the teams within the businesses acquired, the enhancement of the competitive position of the
Group in the marketplace and the strategic premium paid by Uniphar Group to create the combined Group.
197
198
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 35 Acquisitions of subsidiary undertakings and business assets (continued)
35 Acquisitions of subsidiary undertakings and business assets (continued)
The fair value of the deferred and contingent consideration recognised at the date of acquisition is
calculated by discounting the expected future payment to present value at the acquisition date. In general,
for deferred contingent consideration to become payable, pre-defined performance thresholds must be
exceeded. On an undiscounted basis, the future payments for which the Group may be liable in respect of
acquisitions completed in the current year range from €nil to €0.1m.
The initial assignment of fair values to net assets acquired has been performed on a provisional basis in
respect of the acquisitions completed during 2023 (apart from the McCauley Pharmacy Group which has
been finalised), due to their recent acquisition dates. The Group has 12 months from the date of acquisition
to finalise the fair value of the assets/liabilities acquired, and any amendments to these fair values within
the twelve-month period from the date of acquisition will be disclosable in the 2024 Annual Report as
stipulated by IFRS 3, Business Combinations.
The acquisitions completed in 2023 have contributed €82.4m to revenue and €34.6m of gross profit for
the year since the date of acquisition. The proforma revenue and operating profit for the Group for the
year ended 31 December 2023 would have been €2,565m and €68m respectively had the acquisitions been
completed at the start of the current reporting year.
The provisional fair value of the assets and liabilities acquired as part of the acquisitions completed during
the financial year (apart from the McCauley Pharmacy Group which has been finalised) are set out below:
LIABILITIES
Non-current liabilities
Lease liabilities
Bank borrowings
Current liabilities
Lease liabilities
Trade and other payables
Deferred tax liability
Total liabilities
McCauley’s
€’000
Others
€’000
Total
€’000
22,304
22,664
2,703
-
25,007
22,664
44,968
2,703
47,671
3,901
16,406
773
21,080
260
248
91
599
4,161
16,654
864
21,679
66,048
3,302
69,350
McCauley’s
€’000
Others
€’000
Total
€’000
Identifiable (net liabilities)/net assets acquired
(6,046)
1,186
(4,860)
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment
Property, plant and equipment – Right of use assets
Other receivables
Current assets
Inventory
Trade and other receivables
Other current assets
Cash and cash equivalents
10,947
8,636
20,567
1,000
468
58
2,964
-
11,415
8,694
23,531
1,000
41,150
3,490
44,640
10,225
5,705
48
2,874
18,852
306
486
-
206
998
10,531
6,191
48
3,080
19,850
Total assets
60,002
4,488
64,490
Non-controlling interest arising on acquisition
-
-
-
Group share of (net liabilities)/net assets acquired
(6,046)
1,186
(4,860)
Goodwill arising on acquisition
Consideration
32,659
5,191
37,850
26,613
6,377
32,990
The gross contractual value of the trade and other receivables as at the respective dates of acquisition
amounted to €6.2m. The fair value of these receivables is €6.2m, all of which is expected to be recoverable.
In 2023, the Group incurred acquisition costs of €2.2m (2022: €6.6m). These have been included in
administrative expenses in the Group Income Statement and are presented in Note 4.
199
200
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 35 Acquisitions of subsidiary undertakings and business assets (continued)
35 Acquisitions of subsidiary undertakings and business assets (continued)
2022 Acquisitions
The initial assessment of the fair values of the major classes of assets acquired and liabilities assumed
in respect of the acquisitions which were completed in 2022 was performed on a provisional basis. The
fair values attributable to the assets and liabilities of these acquisitions have now been finalised. The
amendments to these fair values were made to the comparative figures during the subsequent reporting
window within the measurement period imposed by IFRS 3. The provisional fair value of these assets and
liabilities recorded at 31 December 2022, together with the adjustments made to those carrying values to
arrive at the final fair values were as follows:
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment
Property, plant and equipment – Right of
use assets
Deferred tax asset
BModesto
Others Provisional fair
value of 2022
Acquisitions
Measurement
period
adjustment
Total
€’000
€’000
€’000
€’000
€’000
364
4,089
1,118
207
-
366
6,102
6,550
364
4,455
7,220
6,757
(267)
-
-
-
97
4,455
7,220
6,757
5,778
13,018
18,796
(267)
18,529
Current assets
Inventory
Trade and other receivables
Cash and cash equivalents
28,821
27,853
-
56,674
1,298
3,337
3,295
7,930
Total assets
62,452
20,948
30,119
31,190
3,295
64,604
83,400
17
250
-
267
30,136
31,440
3,295
64,871
-
83,400
201
BModesto
Others Provisional fair
value of 2022
Acquisitions
Measurement
period
adjustment
Total
€’000
€’000
€’000
€’000
€’000
LIABILITIES
Non-current liabilities
Lease liabilities
Current liabilities
Lease liabilities
Trade and other payables
Bank loans
874
874
243
19,264
23,570
43,077
5,447
5,447
656
4,220
273
5,149
Total liabilities
43,951
10,596
6,321
6,321
899
23,484
23,843
48,226
54,547
Identifiable net assets acquired
18,501
10,352
28,853
Non-controlling interest arising on
acquisition
-
-
-
Group share of net assets acquired
18,501
10,352
28,853
Goodwill arising on acquisition
23,400
37,447
Consideration
41,901
47,799
60,847
89,700
-
-
-
-
-
-
-
-
-
-
-
-
6,321
6,321
899
23,484
23,843
48,226
54,547
28,853
-
28,853
60,847
89,700
36 Related party transactions
IAS 24 Related Party Disclosures requires the disclosure of compensation paid to the Group’s key
management personnel. Key management personnel are those persons having authority and responsibility for
planning, directing, and controlling the activities of the Group. The Group classifies members of its executive
team as key management personnel. The executive team is the body of senior executives that formulates
business strategy with the Directors, follows through on implementation of that strategy and directs and
controls the activities of the Group on a day-to-day basis.
The key management personnel consists of two Executive Directors (2022: two), six Non-Executive Directors
(2022: six), and an additional nine (2022: thirteen) individual members at 31 December 2023.
Remuneration of key management personnel
Short-term employee benefits (including share-based payment charges and
termination payments)
Post-employment benefits
2023
€’000
2022
€’000
11,745
10,426
295
581
12,040
11,007
202
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 37 Group companies
Holding company
Principal activity
Uniphar plc
Investment holding company
The following are the significant subsidiary undertakings of Uniphar plc at 31 December 2023:
Incorporated
and trading in
Subsidiary name
Ownership
%**
Principal Activity
Ireland
Ireland
Allcare Management Services Limited *
Allphar Services Limited *
Ireland
Cahill May Roberts Limited *
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Lindchem Designated Activity Company *
M3 Medical Limited*
Pagni Pharmacies Limited *
Point of Care Health Services Limited *
Pyramach Limited*
Uniphar Medtech Limited*
(formerly Sisk Healthcare Limited)
Trennamally Limited *
Scale Holdings Limited*
Ireland
Uniphar Durbin Ireland Limited*
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
Uniphar Europe Limited *
Uniphar Wholesale Limited *
Uniphar Commercial Ireland Limited*
(formerly Unisource Pharma Services Ireland Limited)
Innerstrength Limited*
Uniphar Commercial Solutions Limited*
Dr Hauschka Limited
Proluca Pharma Limited*
Dialachemist Limited
Durbin plc
Macromed (UK) Limited
Outcome Medical Solutions Limited
Outico Limited
Uniphar Medtech UK Limited
(formerly Sisk Healthcare (UK) Limited)
Uniphar People UK Limited
(formerly Star Medical Limited)
Unisource Limited
Uniphar Commercial UK (E4H) Limited
(formerly Events 4 Healthcare Limited)
Devonshire Healthcare Services Limited
Doncaster Pharma Limited
Finland
EPS Vascular OY
203
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99
100
100
100
80
100
Pharmacy support services
Pharmaceutical supply chain
and services
Non-trading property holding
company
Pharmacy holding company
Medical device distribution
Pharmacy holding company
Specialist nursing and
infusion services
Pharmacy holding company
Medical device distribution
Pharmacy holding company
Medical device distribution
holding company
Specialist provider of
pharmaceuticals
Investment holding company
Pharmaceutical wholesale
distributor
Outsourcing and resourcing
Healthcare technology
Medical affairs services
Distributor of brand products
Pharmaceutical supply chain
and services
Online pharmacy and
product fostering
Specialist provider of
pharmaceuticals
94.95
Medical device distribution
100
100
100
100
100
100
100
85
100
Investment holding company
Holding company
Medical device distribution
Outsourcing and resourcing
Investment holding company
Pharmaceutical marketing
Specialist provider of
pharmaceuticals
Specialist provider of
pharmaceuticals
Medical device distribution
37 Group companies (continued)
Incorporated
and trading in
Subsidiary name
Ownership
%**
Principal Activity
Sweden
Sweden
EPS Vascular AB
Uniphar Pharma Nordics AB
(formerly Star Outico Nordics AB)
The Netherlands Angiocare B.V.
The Netherlands Uniphar Pharma B.V. (formerly Star Medical B.V.)
The Netherlands BModesto Vastgoed B.V.
The Netherlands BMclinical B.V.
The Netherlands BModesto B.V.
The Netherlands SynCo Pharma B.V.
The Netherlands BMmedical B.V.
Germany
CoRRect Medical GmbH
US
US
US
US
US
US
US
US
US
US
US
US
Australia
Australia
Uniphar USA, Inc.
Uniphar PA USA, LLC
Uniphar C&C USA, LLC
Durbin, Inc.
Pharmaceutical Trade Services Inc.
Diligent Health Solutions, LLC
RRD International, LLC
Mdea, Inc.
The Doctor’s Channel, LLC
BESTMSLS, Inc
Uniphar Logistics USA, LLC
Inspired Insight, LLC
Uniphar Australia Pty Limited
Orspec Pharma Pty Limited
Singapore
Orspec Pharma PTE Limited
New Zealand
Orspec Pharma Management Limited
100
100
100
100
85
85
85
85
85
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Medical device distribution
Outsourcing and resourcing
Medical device distribution
Outsourcing and resourcing
Holding company
Specialist provider of
pharmaceuticals
Specialist provider of
pharmaceuticals
Specialist provider of
pharmaceuticals
Medical device distribution
Medical device distribution
Investment holding company
Investment holding company
Investment holding company
Investment holding company
Specialist provider of
pharmaceuticals
Telecommunications support
Pharmaceutical advisory
Medical affairs services
Medical affairs services
Medical affairs services
Medical device distribution
Pharmaceutical advisory
Investment holding company
Specialist provider of
pharmaceuticals
Specialist provider of
pharmaceuticals
Specialist provider of
pharmaceuticals
* As disclosed in Note 34, each of the above Irish registered wholly-owned subsidiaries of the Company
may avail of the exemption from filing its statutory financial statements for the year ended 31 December
2023 as permitted by Section 357 of the Companies Act 2014 and there is in force an irrevocable
guarantee from the Company in respect of all commitments entered into by such wholly-owned
subsidiary, including amounts shown as liabilities (within the meaning of Section 357 (1) (b) of the
Companies Act 2014) in such wholly-owned subsidiary’s statutory financial statements for the year ended
31 December 2023.
** With the exception of the USA subsidiaries, where the holding is in the form of membership interests, all
holdings are in the form of ordinary shares.
The above table includes four pharmacy holding companies, Lindchem Designated Activity Company, Pagni
Pharmacies Limited, Pyramach Limited and Trennamally Limited. Trading pharmacy entities are individually
not deemed significant for the purposes of this disclosure.
Pursuant to Sections 314-316 of the Companies Act, 2014, a full list of subsidiaries, joint ventures and
associated undertakings will be annexed to the Company’s Annual Return to be filed in the Companies
Registration Office in Ireland.
204
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 37 Group companies (continued)
Incorporated in ROI
All Irish incorporated companies
Registered offices
4045 Kingswood Road,
Citywest Business Park,
Co. Dublin,
Ireland,
D24 V06K
Incorporated in UK
Registered offices
Uniphar People UK Limited
(formerly Star Medical Limited)
Uniphar Commercial UK Limited
(formerly Star Outico Limited)
Uniphar Medtech UK Limited
(formerly Sisk Healthcare (UK) Limited)
Uniphar Medtech Holdings UK Limited (formerly Sisk
Healthcare Holdings UK Limited)
Uniphar Commercial UK (E4H) Limited
(formerly Events 4 Healthcare Limited)
11 Davy Court, Castle Mound Way
Central Park
Rugby
CV23 0UZ
United Kingdom
6 Wildflower Way
Boucher Road
Belfast
BT12 6TA
Northern Ireland
3 Waterloo Farm Courtyard
Stotfold Road
Arlesey
Bedfordshire
S515 6XP
United Kingdom
All other UK incorporated companies
Incorporated in The Netherlands
Angiocare B.V.
Uniphar Pharma B.V. (formerly Star Medical B.V.)
All other Netherlands incorporated companies
6th Floor
One London Wall
London EC2Y 5EB
United Kingdom
Registered offices
Eemweg 00031 21
3755LC
Eemnes
The Netherlands
De Tweeling 00020
5215MC
S-Hertogenbosch
The Netherlands
Minervaweg 2
8239 DL
Lelystad
The Netherlands
37 Group companies (continued)
Incorporated in the US
Durbin, Inc.
Pharmaceutical Trade Services, Inc.
Uniphar Pharma USA, LLC
RRD International, LLC
Diligent Health Solutions, LLC
MDea, Inc.
The Doctor’s Channel, LLC
BESTMSLS, Inc.
Inspired Insight, LLC
All other USA incorporated companies
Incorporated in Sweden
Uniphar Pharma Nordics AB
(Formerly Star Outico Nordics AB)
All other Swedish incorporated companies
Incorporated in Finland
EPS Vascular OY
Incorporated in Germany
CoRRect Medical GmbH
Registered offices
William. C. Penick IV
190 East Capitol, Suite 100
Jackson
Mississippi 39201
United States
5820 Gulf Tech Drive
Ocean Springs
Mississippi 39564
United States
7361 Calhoun Place,
Suite 510,
Rockville, MD 20855,
United States
4800 East Street Road,
Suite 100,
Feasterville-Trevose, PA 19053,
United States
8985 S. Eastern Ave, Suite 200
Las Vegas,
NV 89123
United States
101 Tremont Street
8th Floor
Boston
Massachusetts 02108
United States
1209 Orange Street,
Wilmington,
New Castle County,
Delaware 19801,
United States
Registered offices
Regeringsgatan 29
111 53 Stockholm
Sweden
Hamnplanen 24
263 61 Viken
Skåne län
Sweden
Registered offices
Hauralantie 43
37800 LEMPÄÄLÄ
Finland
Registered offices
Bahnhofstrasse 32
82041 Oberhaching
Germany
205
206
Notes to the Financial Statements (continued)Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSFINANCIAL STATEMENTS 37 Group companies (continued)
Incorporated in Australia
Uniphar Australia Pty Limited
Orspec Pharma Pty Limited
Incorporated in Singapore
Orspec Pharma PTE Limited
Incorporated in New Zealand
Orspec Pharma Management Limited
Registered offices
c/o Baker & McKenzie
Tower One
International Towers Sydney
Level 46
100 Barangaroo Avenue
Sydney, NSW 2000
Australia
Registered offices
37 Kallang Pudding Road
03-01, Tong Lee Building Block B
Singapore, 349315
Registered offices
c/o Quigg Partners
Level 7
36 Brandon Street
Wellington 6011
New Zealand
The following were changes to the Group’s structure during 2023:
» As set out in Note 35, in January 2023, the Group acquired 100% of the ordinary share capital of LXV
Remedies Holdings Limited (McCauley Pharmacy Group), a company incorporated in Ireland;
» As set out in Note 27, in June 2023, the Group acquired a further 16.7% of the ordinary share capital of
Innerstrength Limited, a company incorporated in Ireland
During 2023, the Group incorporated the following companies:
» Proluca Pharma Ltd
» Uniphar Pharma USA, LLC
38 Post balance sheet events
On 14 February 2024, the Group acquired the remaining 20% shareholding in Dialachemist Limited resulting
in the entity becoming a wholly owned subsidiary of the Group.
There were no other material events subsequent to 31 December 2023 that would require adjustment to or
disclosure in this report.
39 Comparative amounts
The comparative amounts have been updated for amendments to the fair value of assets and liabilities
acquired during 2022 which are set out in Note 35, these amendments were within the measurement period
imposed by IFRS 3. Certain balances from 2022 have been restated to allow for consistent presentation
with the current year.
40 Approval of financial statements
The Directors approved the financial statements on 26 February 2024.
207
Alternative Performance Measures
The Group reports certain financial measurements that are not required under IFRS. These key alternative
performance measures (APMs) represent additional measures in assessing performance and for reporting
both internally, and to shareholders and other external users. The Group believes that the presentation of
these APMs provides useful supplemental information which, when viewed in conjunction with IFRS financial
information, provides stakeholders with a more meaningful understanding of the underlying financial and
operating performance of the Group and its divisions. These measurements are also used internally to
evaluate the historical and planned future performance of the Group’s operations.
None of these APMs should be considered as an alternative to financial measurements derived in accordance
with IFRS. The APMs can have limitations as analytical tools and should not be considered in isolation or as a
substitute for an analysis of results as reported under IFRS.
During 2023, the Group amended the definition of EBITDA and Adjusted earnings per share to add back
share-based payment expense. Share-based payment expense is a non-cash expense arising from the grant
of share-based awards to employees. This change enhances the understanding and comparability of the
financial statements as such non-cash expenses may not correlate to the underlying performance of the
business.
The principal APMs used by the Group, together with reconciliations where the APMs are not readily
identifiable from the financial statements, are as follows:
Definition
Why we measure it
EBITDA
&
Earnings before exceptional items, net
finance expense, income tax expense,
depreciation, intangible assets amortisation
and share-based payment expense.
Adjusted EBITDA
Net bank debt
Earnings before exceptional items, net
finance expense, income tax expense,
depreciation, intangible assets amortisation
and share-based payment expense, adjusted
for the impact of IFRS 16 and the pro-forma
EBITDA of acquisitions.
Net bank debt represents the net total of
current and non-current borrowings, cash
and cash equivalents, and restricted cash as
presented in the Group Balance Sheet.
Net debt
Leverage
Net debt represents the total of net bank
debt, plus current and non-current lease
obligations as presented in the Group
Balance Sheet.
Net bank debt divided by adjusted EBITDA for
the period.
Adjusted
Operating Profit
This comprises of operating profit as reported
in the Group Income Statement before
amortisation of acquired intangible assets
and exceptional items (if any).
EBITDA provides management with an
assessment of the underlying trading
performance of the Group and excludes
transactions that are not reflective of
the ongoing operations of the business,
allowing comparison of the trading
performance of the business across
periods and/or with other businesses.
Adjusted EBITDA is used for
leverage calculations.
Net bank debt is used by management
as an input into the Group’s
current leverage calculation which
management will consider when
evaluating investment opportunities,
potential acquisitions, and internal
resource allocation.
Net debt is used by management as it
gives a complete picture of the Group’s
debt including the impact of lease
liabilities recognised under IFRS 16.
Leverage is used by management to
evaluate the Group’s ability to cover
its debts. This allows management
to assess the ability of the Company
to use debt as a mechanism to
facilitate growth.
Adjusted operating profit is used
to assess the underlying operating
performance excluding the impact
of non-operational items. This is a
key measure used by management
to evaluate the businesses
operating performance.
208
Notes to the Financial Statements (continued)UNIPHAR PLC ANNUAL REPORT 2023FINANCIAL STATEMENTSALTERNATIVE PERFORMANCE MEASURES Alternative Performance Measures (continued)
Alternative Performance Measures (continued)
Definition
This comprises profit for the financial period
attributable to owners of the parent as
reported in the Group Income Statement
before exceptional items (if any), amortisation
of acquisition related intangibles (and related
tax thereon) and share-based payment
expense, divided by the weighted average
number of shares in issue in the period.
Like-for-like adjusted earnings per share is
calculated for both the current and prior
period by dividing the profit of the relevant
period attributable to owners of the parent
as reported in the Group Income Statement
before exceptional items (if any), amortisation
of acquisition related intangibles and share-
based payment expense, by the weighted
average number of shares in issue in the
current period.
Free cash flow conversion is calculated as
EBITDA, less investment in working capital,
less maintenance capital expenditure and
foreign currency translation adjustments,
divided by EBITDA.
ROCE is calculated as the 12 months
rolling operating profit before the impact
of exceptional costs and amortisation of
acquisition related intangibles, expressed
as a percentage of the adjusted average
capital employed for the same period. The
average capital employed is adjusted to
ensure the capital employed of acquisitions
completed during the period is appropriately
time apportioned.
Adjusted
earnings per
share
&
Like-for-like
adjusted
earnings per
share
Free cash flow
conversion
Return on
capital
employed
(ROCE)
EBITDA
Operating profit
Income Statement
Note 4
Note 10
Note 11
Note 28
Exceptional charge recognised in operating profit
Amortisation
Depreciation
Share-based payment expense
EBITDA
Adjust for the impact of IFRS 16
Pro-forma EBITDA of acquisitions
Adjusted EBITDA
Why we measure it
Adjusted EPS is used to assess the
after-tax underlying performance of
the business in combination with the
impact of capital structure actions on
the share base. This is a key measure
used by management to evaluate the
businesses operating performance,
generate future operating plans, and
make strategic decisions.
Like-for-like adjusted EPS is used
to assess the after-tax underlying
performance of the business assuming
a constant share base.
Free cash flow represents the funds
generated from the Group’s ongoing
operations. These funds are available for
reinvestment, and for future acquisitions
as part of the Group’s growth strategy.
A high level of free cash flow conversion
is key to maintaining a strong, liquid
balance sheet.
This measure allows management to
monitor business performance, review
potential investment opportunities and
the allocation of internal resources.
2023
€’000
2022
€’000
67,708
10,047
6,204
29,202
2,824
53,155
16,415
5,114
23,356
535
115,985
98,575
(21,666)
(16,837)
543
10,167
94,862
91,905
Net bank debt
Cash and cash equivalents
Restricted cash
Bank loans repayable within one year
Bank loans payable after one year
Balance Sheet
Balance Sheet
Balance Sheet
Balance Sheet
Net bank debt
Net debt
Net bank debt
Current lease obligations
Non-current lease obligations
Alternative Performance Measures
Balance Sheet
Balance Sheet
Net debt
Leverage
Net bank debt
Adjusted EBITDA
Leverage (times)
Adjusted operating profit
Operating profit
Income Statement
Amortisation of acquisition related intangibles
Exceptional charge recognised in operating profit
Note 4
Adjusted operating profit
2023
€’000
2022
€’000
85,652
103,704
173
-
(13,168)
(7,490)
(222,604)
(187,431)
(149,947)
(91,217)
2023
€’000
2022
€’000
(149,947)
(20,134)
(91,217)
(14,315)
(126,083)
(105,919)
(296,164)
(211,451)
2023
€’000
2022
€’000
1.6
1.0
2023
€’000
2022
€’000
67,708
3,341
10,047
53,155
2,708
16,415
81,096
72,278
Alternative Performance Measures
(149,947)
(91,217)
Alternative Performance Measures
94,862
91,905
209
210
UNIPHAR PLC ANNUAL REPORT 2023ALTERNATIVE PERFORMANCE MEASURESALTERNATIVE PERFORMANCE MEASURES
Alternative Performance Measures (continued)
Alternative Performance Measures (continued)
Adjusted earnings per share
Return on capital employed
2023
€’000
2022
€’000
Adjusted earnings per share has been calculated by reference to the following:
Rolling 12 months operating profit
Adjustment for exceptional costs
Profit for the financial year attributable to owners
44,815
45,587
Amortisation of acquisition related intangibles
(661)
3,341
(363)
2,824
2,118
2,708
(329)
535
49,956
50,619
273,015
272,557
18.3
18.6
273,015
273,015
18.3
18.5
2023
€’000
2022
€’000
115,985
(16,868)
(67,073)
67,717
172
98,575
(15,130)
2,934
2,700
1,393
Exceptional (credit)/charge recognised in Income Statement (Note 4)
Amortisation of acquisition related intangibles
Tax credit on acquisition related intangibles
Share-based payments expense
Profit after tax excluding exceptional items
Weighted average number of shares in issue in the year (000’s)
Adjusted basic and diluted earnings per ordinary share (in cent)
Like-for-like weighted average number of shares (000’s)
Like-for-like adjusted earnings per ordinary share (in cent)
Free cash flow conversion
EBITDA
Increase in inventory
(Increase)/decrease in receivables
Increase in payables
Foreign currency translation adjustments
Payments to acquire property, plant
and equipment – Maintenance
Payments to acquire intangible assets –
Maintenance
Free cash flow
Adjustment for settlement of acquired
financial liabilities*
EBITDA
Free cash flow conversion
Alternative Performance Measures
Note 29
Note 29
Note 29
Note 29
Cash Flow Statement
(7,192)
(8,299)
Cash Flow Statement
(3,771)
(3,448)
88,970
78,725
2,068
2,138
91,038
80,863
115,985
98,575
78.5%
82.0%
*The adjustment to free cash flow ensures that payments made after an acquisition to settle loans with
former shareholders of acquired companies, or other similar financial liabilities, are excluded from the
movement in payables in the free cash flow conversion calculation.
Adjusted 12 months rolling operating profit
Total equity
Net bank debt
Deferred contingent consideration (Note 19)
Deferred consideration payable (Note 22)
Total capital employed
Average capital employed
Adjustment for acquisitions (Note A / B below)
Adjusted average capital employed
Return on capital employed
Note A: Adjustment for acquisitions (2023)
McCauley Pharmacy Group
Other acquisitions completed during 2023
Adjustment for acquisitions during 2023
Note B: Adjustment for acquisitions (2022)
BModesto Group
Other acquisitions completed during 2022
Adjustment for acquisitions during 2022
2023
€’000
2022
€’000
2021
€’000
67,708
10,047
3,341
53,155
16,415
2,708
81,096
72,278
333,620
149,947
75,061
100
289,783
251,564
91,217
91,798
523
48,297
88,918
4,295
558,728
473,321
393,074
516,025
433,198
18,556
(15,552)
534,581
417,646
15.2%
17.3%
Capital
employed
€’000
Completion
Date
Adjustment
€’000
49,407
6,564
February
2023
Various
20,586
(2,030)
18,556
Capital
employed
€’000
Completion
Date
Adjustment
€’000
41,901
47,464
November
2022
Various
(13,967)
(1,585)
(15,552)
The adjustment ensures that the capital employed of acquisitions completed during the period are
appropriately time apportioned to align with the corresponding periods for adjusted operating profit.
The adjustment includes cash consideration, deferred and deferred contingent consideration, debt
acquired, cash acquired, and any cash impact of shareholder loans or other similar financial liabilities
repaid post-acquisition.
211
212
UNIPHAR PLC ANNUAL REPORT 2023ALTERNATIVE PERFORMANCE MEASURESALTERNATIVE PERFORMANCE MEASURES Glossary of Terms
AGM
APAC
APM
Annual General Meeting
Asia Pacific region
Alternative Performance Measures
Articles
Articles of Association of Uniphar plc
BESTMSLs Group MDea, Inc, The Doctor’s Channel, LLC, and
BESTMSLs, Inc
BModesto Group BModesto Vastgoed B.V., BMclinical
Board
CCPC
CDP
CEO
CFO
CGU
Company
Covid-19
CSO
CSRD
Diligent
Durbin
EAPs
EBITDA
ED&I
EEIO
EGM
EPS
B.V., BModesto B.V., SynCo Pharma B.V.
BMmedical B.V., Doncaster Pharma Limited
The Board of Directors of Uniphar plc
Irish Competition and Consumer Protection
Commission
Carbon Disclosure Project
Chief Executive Officer
Chief Financial Officer
Cash-Generating Unit
Uniphar plc
Coronavirus disease
Contract Sales Outsourcing
Corporate Sustainability Reporting Directive
Diligent Health Solutions, LLC
Durbin plc and Durbin Inc
Expanded Access Programs
Earnings Before Exceptionals, Interest, Tax,
Depreciation and Amortisation
Equity, Diversity and Inclusion Policy
Environmentally-Extended Input-Output
Extraordinary General Meeting
Earnings Per Share
EPS Group
EPS Vascular AB, EP Endovascular AB and
EPS Vascular OY
ERP
ESG
EU
FDA
FMD
FVOCI
FVPL
FY
Enterprise Resource Planning
Environmental, Social, and Governance
European Union
Food and Drug Administration
Falsified Medicine Directive
Fair Value through Other Comprehensive
Income
Fair Value through Profit or Loss
Financial Year
FX Movement
Foreign currency movement
Generally Accepted Accounting Principles
Good Distribution Practice Regulations
General Data Protection Regulation
Good Manufacturing Practice Regulations
General Practitioner
‘good practice’ Quality Guidelines and
Regulations
Global Reporting Initiative
Uniphar plc and Subsidiary undertakings of
Uniphar plc
Healthcare Professional
The Irish Health Products Regulatory
Authority
HSBC Continental Europe Bank
Human Resources
Health Service Executive in Ireland
Health and Safety
International Accounting Standard
Independent Community Pharmacy
Information and Communication
Technologies
GAAP
GDP
GDPR
GMP
GP
GxP
GRI
Group
HCP
HPRA
HSBC
HR
HSE
H&S
IAS
ICP
ICT
213
IEA NZE
International Energy Agency Net Zero
Emissions
IFRS
Inc.
IPHA
IPO
IPOS
IT
KPI
LEED
LTIP
MAPs
MCAM
MENA
MSL
M&A
N/A
NGO
NHS
OCI
Orspec Group
OTC
PAYE
PLC
PPE
PwC
Q1
Q2
Q3
Q4
QCA Code
QMS
RBC
RCP
RNS
ROCE
ROI
ROW
RRD
SASB
SBTi
SDG
TCFD
Tc02e
TSR
UK
UK Code
Uniphar
UN
US
VAT
VPN
International Financial Reporting Standards
Incorporated
Irish Pharmaceutical Healthcare Association
Initial Public Offering
Independent Pharmacy Ownership Scheme
Information Technology
Key Performance Indicator
Leadership in Energy and Environmental
Design
Long Term Incentive Plan
Managed Access Programs
Multi-Channel Account Managers
Middle East and North Africa
Medical Science Liaison
Mergers and Acquisitions
Not Applicable
Non-Governmental Organisations
National Healthcare Service in the United
Kingdom
Other Comprehensive Income
Orspec Pharma Pty Limited, Orspec
Pharma PTE Limited, Orspec Pharma
Management Limited
Over-the-Counter
Pay As You Earn
Public Limited Company
Personal Protective Equipment
PricewaterhouseCoopers
Quarter 1 (1 January to 31 March)
Quarter 2 (1 April to 30 June)
Quarter 3 (1 July to 30 September)
Quarter 4 (1 October to 31 December)
Quoted Companies Alliance Corporate
Governance Code
Quality management system
Royal Bank of Canada
Representative Concentration Pathway
Regulatory News Service
Return on Capital Employed
Republic of Ireland
Rest of the World
RRD International, LLC
Sustainability Accounting Standards Board
Science Based Target Initiatives
Sustainable Development Goals
Task Force on Climate-related Financial
Disclosures
Tonnes of carbon dioxide equivalent
Total Shareholder Return
United Kingdom
UK Corporate Governance Code
Uniphar plc and Subsidiary undertakings of
Uniphar plc
The United Nations
United States of America
Value Added Tax
Virtual Private Network
2018 pro-forma
EBITDA
2018 pro-forma EBITDA of €46.3m as
disclosed in our Admission document
UNIPHAR PLC ANNUAL REPORT 2023GLOSSARY Uniphar plc’s commitment to environmental sustainability is
reflected in this Annual Report. This report is printed in Ireland
using environmental print technology which minimises the
impact of printing on the environment. This report is printed
on Horizon Offset paper and board, which is chlorine free and
sustainably sourced from European managed forests.
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