Good afternoon, everyone, and thank you for joining the call. As you know, we launched a strategic review of the Chromium business in April of this year. Our objective was to determine whether the full potential of Chromium could best be delivered as part of Elementis or alternatively, by way of a partial or full divestment. We evaluated all the options against what was in the best interest of our stakeholders, including our employees, customers, and shareholders. The review took six months and it's concluded today with the announcement we've agreed to sell the Chromium business to the Yildirim Group. Yildirim is a large global industrial group with substantial mining interests, including a strong position in Chromium. We're confident they'll take the business forward in the best interests of both customers and employees.
The transaction crystallizes an enterprise value for the Chromium business of $170 million, which is 7.3 x EBITDA, delivered in the 12 months to 30th of June of this year. In a moment, Ralph will take you through the details of the transaction and its financial impact. The transaction is important beyond the financial impact. It has a materially positive effect on the shape of Elementis going forward. For the past three years, our strategy has been to drive innovation, growth and efficiency in the specialty chemical space. We focus on launching advantage, high-value new products to drive revenue growth and margin expansion.
While Chromium is a good business with a strong market position, it increasingly sat outside of the strategic framework. Today's sale therefore completes our transition into a pure specialty chemical company. It also significantly improves our ESG profile. In a moment, I'll describe what that means for Elementis in more detail. First, I'll ask Ralph to take you through the transaction details. Ralph?
Thanks very much indeed, Paul. Just turning to the slide headed transaction details. As Paul just indicated, the transaction establishes an enterprise value of $170 million for the Chromium business, or 7.3x the EBITDA in the 12 months to 30th of June. A total of $43 million of liabilities are being transferred to the new owner, which puts an equity value on the business of $127 million. We've agreed with the buyer to transfer a value of $35 million of environmental liabilities that incorporate both the $21.6 million of liabilities that were disclosed in our 2021 annual report, as well as additional potential environmental considerations that enable us to ensure a substantially clean exit from Chromium in the U.S.
We're also transferring around $3 million of U.S. pension liabilities and approximately $5 million of other operational liabilities, mainly associated with the Castle Hayne site. Again, our intention here is to ensure a clean break. There will be approximately $8 million of transaction costs. This means that our net cash proceeds from the sale will be $119 million, subject to customary working capital and other closing adjustments. The transaction will result in a gain on disposal, which gives rise to a tax charge of around $12 million, mainly reflecting the carrying value of the Chromium business for U.S. tax. The cash tax will be payable in 2023. There are two other items I want to mention.
First is that around $7 million of costs for services that were previously provided and allocated to the Chromium business will now revert to the group. These mainly involve services such as IT, HR, procurement, and supply chain systems and services. These costs will be reduced as quickly as possible, I would expect the majority of them to be phased out by the end of full-year 2023. Second, I want to flag that the assets and liabilities of the former U.K. Chromium business are excluded from the sale. These comprise the Eaglescliffe site in County Durham, where operations ceased in 2009. The focus is shifting to potential regeneration opportunities, where we're exploring a number of options.
Our current view is that the modest annual maintenance costs at Eaglescliffe, as well as the completion of the remediation, are fully covered by a $29 million provision included in the $34.8 million of central cost provisions disclosed in our 2021 annual report. Turning to the next slide. If I can turn now to the impact of the transaction on the financial shape of the group. First, the cash proceeds will be used to reduce our net debt in line with the capital allocation priorities that we've set out previously. The table on this slide shows pro forma numbers after reflecting the Chromium transaction, looking at both the 2021 full-year numbers and at the 12 months to the end of June this year. You can see, the Chromium numbers are actually very similar over both of these 12 month periods.
Sales of $171 million, an adjusted operating profit of $14 million. Backing these Chromium numbers out of the overall group numbers for the two periods shows that the transaction would have improved our margins by around 1 percentage point. That's 0.9% in 2021 and 1.2% in the 12 months to the end of June this year. Pro forma, excluding Chromium, the group margins would have been 13.0% in 2021 and 14.2% in the 12 months to the 30th of June this year. As well as offering improved returns, the portfolio excluding Chromium is demonstrating strong revenue growth.
As we pointed out in the announcement today, in the 12 months to 30th of June this year, the portfolio comprising Personal Care, Coatings, and Talc delivered underlying revenue growth of 14%. Looking at the effect of the transaction on our net debt and leverage ratio, again, for both 2021 and for the 12 months to 3rd of June 2022, the pro forma numbers for both these periods show a reduction in our net debt to EBITDA of 0.4 x. At the end of 2021, pro forma leverage would have been 2.2 x rather than the 2.6x we reported, and at 30th of June this year, it would have been 2.0 x rather than the 2.4 x reported. The transaction takes us significantly closer to our leverage target of 1.5 x EBITDA.
I'll now pass you back to Paul to discuss the shape of the group going forward.
Thank you, Ralph. Selling Chromium will complete Elementis transition into a pure specialty chemical business that's well-positioned to deliver higher quality earnings with faster growth, improved margins, and reduced exposure to commodity cycles. The numbers Ralph showed a moment ago demonstrate progress towards that shape. Elementis will remain a cash-generative business, but will no longer carry the risks to future CapEx and cash flow associated with any legacy environmental issues in the U.S. Chromium business. The proceeds from the sale further strengthen our balance sheet, taking our leverage significantly closer to where we want it to be, making debt no longer an issue of concern. Something else that is important, without Chromium, Elementis becomes a more sustainable business, which is key to our long-term success. Chromium accounted for 73% of our greenhouse gas emissions, and limiting those brings Elementis closer towards the sustainable future we're aiming for.
Since 2019, our activities have been aligned with our strategy of innovation, growth, and efficiency. We've continued to build on the advantage competitive positions established across our portfolio. Our Personal Care, Coatings, and Talc businesses have developed a strong pipeline of new products, new business opportunities, and key account relationships that will support continued organic sales growth and margin expansion. In May of next year, we'll hold a capital markets day where we'll provide an update on our go-forward strategy. In closing, we strongly believe this transaction is in the best interest of all Elementis stakeholders and represents a major step forward towards achieving our financial ambitions and generating attractive shareholder value as a pure specialty chemical business. Thank you. We're now happy to take your questions.
Thank you. As a reminder, if you'd like to ask a question, you can press star one on your telephone keypad. If you would like to withdraw your question, you may press star two. Please ensure you're unmuted locally when asking your question. Our first question for today comes from Kevin Fogarty from Numis. Kevin, your line is now open.
Hey, Kevin.
Kevin, you might be on mute. Sorry, we're not receiving any audio.
Is that better?
Yeah, we can hear you.
There is.
Okay, great. Thank you for the time today at today's call. I just wondered if I could ask a question really on strategic direction. Obviously it's been an ambition for some people, I guess, to complete the sale of Chromium. Now that that is has been done or at least is imminent, what do you think it does for you as a management team in terms of delivering your ambitions to, you know, get the business to a 17% adjusted EBIT margin, which you've outlined previously? Just a second sort of follow on, I guess, in terms of the delivery of sort of consistent organic growth across the group, how do you feel about that sort of trajectory now, you know, in the next Chromium environment?
Thanks, Kevin. I think in terms of strategic direction, it is a bit of what I said in the sense that you have a very focused specialty chemicals business. The margin profile is better. I think the ability for organic growth to come through is stronger, actually, because Chromium was not a growth business. Of course, the cyclicality and the environmental profile. From a practical standpoint, you know, obviously getting the balance sheet sorted, you know, means that there's a faster return to dividend than there would have otherwise been.
Yeah, I mean, I just think that we see really, you know, good organic growth opportunities that are come through much more easily, you know, given the shape of the group is gonna be, I think, more streamlined, frankly, than what it was. It's sort of, it's positive across many dimensions, frankly, you know, we're pleased to be in that position. Ralph, I don't know if there's anything you wanna add.
I think, in terms of the overall operating margin, it both enhances our average sort of operating margin for the group, but also what, you know, Chromium has had good years and has had less good years, and it takes away that volatility as well from the margin profile, Kevin. I think you get the benefit of both better quality margins but also more stable operating margins. We certainly see our ability to make progress tools at 17% target very much intact.
Yeah. And Kevin, just a little bit more. We've launched 50 to 20 new products a year for the past few years, generated about $50 million in new business, made good progress in the whole global key account space. All that, all that has actually come from Our specialties chemicals businesses. You know, it's, it's that kind of momentum that I think we're gonna be able to build on.
Sure. Okay. No, that's fine. That's, that's really helpful, guys, on that. Thank you very much for that. I'll leave it there. Thanks a lot.
Thanks, Kevin.
Thank you. Our next question comes from David Farrell from Jefferies. David, your line is now open.
Hi.
Good afternoon.
Good afternoon. Thanks for taking my questions. Congratulations on the transaction. Just kind of following on a little bit from Kevin's first question around strategic direction. Obviously, a transaction like this takes a lot of management time. I just wondered kind of what this meant now for perhaps the Talc business going forward. Is there kind of work that you can do there that you've got more time to do to try and get those margins back to where they need to be? Then kind of 2 kind of more housekeeping questions. Firstly, can we maybe just talk through now where you're seeing the interest charge for next year? Obviously, this proceeds will go towards paying down the debt. Where do you think kind of interest will land next year?
Specifically, what are the U.S. regulatory approvals that need to be achieved? Thanks.
Okay. I'll take the front end of that, of the question on margins. Ralph, you can take the second part. Well, certainly we're gonna have more time. We've invested quite a bit of time to eventuate this transaction. I think in terms of the talc situation, I think that the operating leverage on talc has been reduced pretty substantially due to volumes. If you look at obviously the Russia-Ukraine situation, we lost business over that for sure. I think the other knock-on effect has been energy prices have just skyrocketed, and we've needed to recover those via pricing. Obviously, there's always a lag effect to doing that.
The other thing that we see in Europe, because, you know, Talc is a predominantly European-based business. You know, auto is down 30% over the past three years. That's a massive decline. I think the macroeconomic factors are important in terms of how they impact the business. Along the way, I mean, you know, we've generated $25 million in revenue synergies, which was beyond the target we committed. We've been seeing significant synergy with our Coatings business, and we continue to close quite a lot of new business, even in the face of such a pretty dire macro environment. We think that the margin structure, the margins will turn around on Talc.
I think we're gonna have to get past some pretty difficult macroeconomic conditions first for that, for that to happen. Ralph, do you wanna take the second part of that question?
Yeah. In terms of David, in terms of the interest charge, I mean, if you take the headline number, we're quoting $119 net cash proceeds. Take off the tax, the cash tax arising on disposal, you get down to just over $100 million, $107, something like that. We'll probably pay down principally the RCF elements of our debt profile. I think if you took a sort of sighting shot of around 4% on that would give you the approximate impact on interest expense for 2023.
In terms of your question on the US regulatory approvals, you know, from, you know, our diligence on this, we think they should be pretty rapid. The regulatory environment in terms of merger control, we think, should result in a fairly quick process through HSR. Not anticipating any significant obstacles in terms of regulatory approvals.
Okay. Thank you.
Thank you. Our next question comes from Chetan Udeshi from JP Morgan. Your line is now open. Please go ahead.
Chetan.
Yeah. Thanks. Hi, following on with the previous question, maybe this is for Ralph. Ralph, can you pay down your debt immediately? I thought, you know, your debt maturity was something like two to four years out, so it seems like you think you have the ability to pay down debt and that will reduce, or that will bring down the interest costs already next year. Is that a right understanding? The second question more, again, probably for Ralph. Is EBITDA a good proxy for m aybe EBIT a good proxy for free cash flow of Chromium on an annual basis, roughly?
On the second question first, I think it's not a bad proxy. We have typically around $10 million of depreciation, in, about $10 million of CapEx. That's not a bad proxy. In terms of your question about the debt, yes, we're gonna be able to pay down the net debt. As I said to the earlier answer, we've got about, we've got an RCF and we've got a term loan. We'll pay down an element of the RCF. We've got a facility of $375 million of the RCF, which is comprised of around $60 million with a term to 2024 and $315 million to 2025. We're drawn on the RCF above $100 million at the moment.
That's the first place we would go to pay down the debt. Yes, it is very, very much a case we can pay it off. Yeah.
Maybe while we have you guys on the call, do you mind sharing any latest trends that you might be seeing in terms of business? Any major changes from the last time we might have spoken? Thank you.
I mean, obviously the call really isn't for that, but, I think that the way the business is performing isn't different than what we communicated previously, and we'll provide an update early in the new year.
That's great. Thank you.
Thank you. As a reminder, if you'd like to ask a question, that's star one on your telephone keypad. Our next question comes from Alycia Samsudin from Berenberg. Alycia, your line is now open.
Hi, good afternoon. I apologize if you've answered this question already. I was slightly late to join. I'm just wondering about whether you would consider buying back stock, if that's something that you would consider.
Yeah. I, Alycia, I think that the priority is to pay down debt and get the balance sheet where we want it to be. That's what we've communicated and that's what we continue to believe.
Okay, thanks.
Thank you. We have no further questions for today. I'll hand back to Paul Waterman for any further remarks.
Thanks, Alex. look, thanks everybody for attending, and I look forward to speaking to you all soon.