label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
|---|---|---|---|
1 | 60052301_b0 | 60052301 | (17.3) 32.2 (0.2) 32.0 (16.8) 15.2
BALANCE SHEET Tangible fixed assets Intangible assets goodwill Investments Net working capital Net (borrowings) cash Minority interests
SHAREHOLDERS' FUNDS
285.4 85.6 63.9 37.0
(149.5) (1.6)
320.8
225.8 -
18.8 34.6
8.0 (1.1) 286.1
229.8 -
22.4 30.5 16.3 (1.0) 298.0
236.5 -
19.9 49.9
4.6 (1.1) 309.8
210.9 -
23.6 30.0 30.2 (0.9) 293.8
RATIOS Operating profit as a percentage of Group turnover* Return on average shareholders' funds normalised* Return on net assets normalised* Net borrowings (cash) Headline earnings per share* Earnings per share Dividend per share Number of times covered (pre goodwill amortisation) Average number of shares in issue
7.4% 25% 23% 47% 21.9p 20.9p 9.25p
2.4 222.8m
6.9% 22% 21% (3%) 19.8p 19.8p 8.75p
2.3 221.2m
5.7% 19% 19% (5%) 17.2p 16.8p 8.25p
2.0 220.2m
5.6% 17% 18% (2%) 15.4p 10.0p 7.95p
1.3 218.7m
6.6% 18% 21% (10%) 15.1p 14.7p 7.7p
1.9 216.6m
* Excluding goodwill amortisation, discontinued operations and exceptional items.
48
British Vita PLC
Middleton, Manchester M24 2DB, UK. Telephone: 44 (0) 161-643 1133. Facsimile: 44 (0) 161-653 5411. E-mail: info@britishvita.com Web: www.britishvita.com
|
1 | 60052301_b1 | 60052301 | .4) 46.5 (20.7) 25.8
55.5 -
55.5
11.4 -
66.9 -
66.9 1.1 (1.8)
66.2 (22.2) 44.0
(0.2) 43.8 (19.4) 24.4
49.9 (0.9)
49.0
9.4 58.4 (0.1) 58.3 (1.1) 57.2 (20.0) 37.2 (0.3) 36.9 (18.2) 18.7
45.8 -
(14.0) 31.8
7.1 0.1 39.0 (3.3) (7.5) 7.8 36.0 0.9 (1.2) 35.7 (13.5) 22.2 (0.3) 21.9 (17.5) 4.4
47.3 (2.3)
45.0
3.6 0.9 49.5 (0.8) 48.7 1.3 (0.5) 49.5 (17.3) 32.2 (0.2) 32.0 (16.8) 15.2
BALANCE SHEET Tangible fixed assets Intangible assets goodwill Investments Net working capital Net (borrowings) cash Minority interests
SHAREHOLDERS' FUNDS
285.4 85.6 63.9 37.0
(149.5) (1.6)
320.8
225.8 -
18.8 34.6
8.0 (1.1) 286.1
229.8 -
22.4 30.5 16.3 (1.0) 298.0
236.5 -
19.9 49.9
4.6 (1.1) 309.8
210.9 -
23.6 30.0 30.2 (0.9) 293.8
RATIOS Operating profit as a percentage of Group turnover* Return on average shareholders' funds normalised* Return on net assets normalised* Net borrowings (cash) Headline earnings per share* Earnings per share Dividend per share Number of times covered (pre goodwill amortisation) Average number of shares |
1 | 60052371_0 | 60052371 | Océ N.V. Report for the financial year December 1, 1997 to November 30, 1998
P.O. Box 101, 5900 M A Venlo, the Netherlands
Océ enables people to share information by offering products and services for the reproduction, presentation, distribution and management of documents.
This is a complete English translation of the official annual report published in Dutch. Certain financial/technical terms have been translated in line with American usage. We trust it will give a clear presentation of the Company's operations and results, although some of the terminology is that required by Dutch law or usage rather than that used in other countries. Only the Dutch text is legally binding. The letters N LG represent the Dutch guilder. De Nederlandse uitgave van dit jaarverslag wordt u op aanvraag gaarne toegezonden.
Contents
4 Océ Profile 6 Report of the Board of Supervisory Directors 9 Key figures
Report of the Board of Executive Directors
10 Main outlines 13 Dividend 13 Prospects 15 Strategic outlook 17 Risks and risk management 21 Financial review 24 Industrial and financial activities 26 Use of funds and finance 31 Océ Engineering Systems 33 Océ Office Systems 35 Océ Printing Systems 37 Océ Imaging Supplies 39 Financial leases 40 Research & Development (R&D) 41 Safety, Health and the Environment 42 Manufacturing and Logistics 44 Personnel & Organisation
Financial Statements
49 Consolidated Statements of Operations 50 Consolidated Balance Sheets 52 Consolidated Statements of Cash Flow 54 Summary of Significant Accounting Principles 58 Notes to the Consolidated Statements of Operations 60 Notes to the Consolidated Balance Sheets 70 Company Balance Sheets 70 Company Statements of Operations 72 Notes to the Company Balance Sheets and the Company Statements of Operations
Other information
75 Net income appropriation 76 Authorised capital 78 United States generally accepted accounting principles (US GAAP) 81 Auditors' report
Miscellaneous
82 Directors Central Services 83 Principal companies and their chief executives 85 Supplementary information for shareholders 88 Océ 1989 - 1998 90 List of terms and abbreviations
Océ Profile
Océ offers people and organisations the resources they need to share information. Those resources comprise a broad range of products and services for the reproduction, presentation, distribution and management of documents. This range consists of high-quality printing and copying systems, application software, consumables and imaging supplies. Océ largely develops, produces and markets these products itself. In addition, some of the products are selectively |
1 | 60052371_1 | 60052371 | Océ Printing Systems 37 Océ Imaging Supplies 39 Financial leases 40 Research & Development (R&D) 41 Safety, Health and the Environment 42 Manufacturing and Logistics 44 Personnel & Organisation
Financial Statements
49 Consolidated Statements of Operations 50 Consolidated Balance Sheets 52 Consolidated Statements of Cash Flow 54 Summary of Significant Accounting Principles 58 Notes to the Consolidated Statements of Operations 60 Notes to the Consolidated Balance Sheets 70 Company Balance Sheets 70 Company Statements of Operations 72 Notes to the Company Balance Sheets and the Company Statements of Operations
Other information
75 Net income appropriation 76 Authorised capital 78 United States generally accepted accounting principles (US GAAP) 81 Auditors' report
Miscellaneous
82 Directors Central Services 83 Principal companies and their chief executives 85 Supplementary information for shareholders 88 Océ 1989 - 1998 90 List of terms and abbreviations
Océ Profile
Océ offers people and organisations the resources they need to share information. Those resources comprise a broad range of products and services for the reproduction, presentation, distribution and management of documents. This range consists of high-quality printing and copying systems, application software, consumables and imaging supplies. Océ largely develops, produces and markets these products itself. In addition, some of the products are selectively supplied via third parties. Océ also offers a total package of services comprising the related maintenance and financing. Another Océ activity involves the provision of complete services for the management of document flows (Facility Services).
In 1998 the Océ Group achieved total revenues of over NLG 6 billion. Worldwide the Company employs almost 21,000 people in Océ operating companies in about 30 countries.
Océ seeks to occupy a leading position on its markets world-wide by supplying state-of-the-art products characterised by their high quality, reliability, productivity, durability, ease of use and environmental friendliness.
Right from the design stage allowance is made for the maximum possible re-use of components and materials. This not only yields substantial cost savings but also minimises the environmental impact.
Each year the Company invests some 6% of its total revenues in Research & Development. Océ's technology base is also strengthened via systematic cooperation even in the development phase with suppliers, co-developers and, to an increasing extent, with strategic partners.
Since most of the sales and service activities are handled by the Group's own operating companies, Océ can provide the customer with professional support in a one-on-one relationship. This also gives O |
1 | 60052371_2 | 60052371 | supplied via third parties. Océ also offers a total package of services comprising the related maintenance and financing. Another Océ activity involves the provision of complete services for the management of document flows (Facility Services).
In 1998 the Océ Group achieved total revenues of over NLG 6 billion. Worldwide the Company employs almost 21,000 people in Océ operating companies in about 30 countries.
Océ seeks to occupy a leading position on its markets world-wide by supplying state-of-the-art products characterised by their high quality, reliability, productivity, durability, ease of use and environmental friendliness.
Right from the design stage allowance is made for the maximum possible re-use of components and materials. This not only yields substantial cost savings but also minimises the environmental impact.
Each year the Company invests some 6% of its total revenues in Research & Development. Océ's technology base is also strengthened via systematic cooperation even in the development phase with suppliers, co-developers and, to an increasing extent, with strategic partners.
Since most of the sales and service activities are handled by the Group's own operating companies, Océ can provide the customer with professional support in a one-on-one relationship. This also gives Océ access to the most up-to-date market information. The Company is therefore always able to respond effectively to market needs by supplying a well-balanced range of products and services.
The head office of the Océ Group is located in Venlo, the Netherlands. The greater part of the research, production and international marketing activities are also concentrated in Venlo, within the central operating company OcéTechnologies B.V. The Océ Group also has its own research centres and manufacturing facilities in Germany, France and the United States. The publicly listed holding company of the Group is Océ N.V.
Further details about share listings and the Océ share can be found on pages 85 to 87.
4
Océ Profile
Board of Supervisory Directors
H.B. van Liemt, chairman M. Ververs, vice-chairman L.J.M. Berndsen P. Bouw J.V.H. Pennings F.J. de Wit
Board of Executive Directors
J.C.M. Hovers, chairman J.F. Dix R.L. van Iperen H.J.A.F. Meertens G.B. |
1 | 60052371_3 | 60052371 | cé access to the most up-to-date market information. The Company is therefore always able to respond effectively to market needs by supplying a well-balanced range of products and services.
The head office of the Océ Group is located in Venlo, the Netherlands. The greater part of the research, production and international marketing activities are also concentrated in Venlo, within the central operating company OcéTechnologies B.V. The Océ Group also has its own research centres and manufacturing facilities in Germany, France and the United States. The publicly listed holding company of the Group is Océ N.V.
Further details about share listings and the Océ share can be found on pages 85 to 87.
4
Océ Profile
Board of Supervisory Directors
H.B. van Liemt, chairman M. Ververs, vice-chairman L.J.M. Berndsen P. Bouw J.V.H. Pennings F.J. de Wit
Board of Executive Directors
J.C.M. Hovers, chairman J.F. Dix R.L. van Iperen H.J.A.F. Meertens G.B. Pelizzari
Staff Director/Company Secretary
J.M.M. van der Velden
Financial year
The Company's financial year runs from December 1 to November 30.
Articles of Association
The present Articles of Association were confirmed by a notarial deed dated April 27, 1998. Océ N.V. is an international holding company within the meaning of Article 153, para. 3b, Book 2 of the Dutch Civil Code.
Registered office and Commercial Registry
The Company has its registered office in Venlo, the Netherlands, and is registered in the Commercial Registry in Venlo under No. 12002283.
Head office
The head office is at St. Urbanusweg 43, Venlo, the Netherlands. Postal address: P.O. Box 101, 5900 M A Venlo, the Netherlands. Telephone (+31) 77-359 2222, fax (+31) 77-354 4700.
Océ on Internet: http://www.oce.com. For general information about Océ: tel. (+31) 77-359 3029.
5
Annual accounts Supervision
Corporate Governance
Report |
1 | 60052371_b0 | 60052371 | , system software, service support as well as their financing. Organic Photo Conductor. The proportion of the net income that is distributed in the form of dividend. Ordinary (untreated) paper. Analogue or digital printing of a design (usually a technical drawing) which has been generated using C A D systems. Plain paper copying. Prints per minute: used to denote the speed of a machine's output. The (repeated) production by a printer of an original document based on data stored in a digital memory. Used by Océ to describe the market for printer systems. Specific printer application: producing small printruns as and when required; this eliminates the need to carry high stocks of documents on paper. Principle applied in managing the stocks of production components so that components are called off on the basis of actual usage. Replacing the required parts and making the required adjustments to settings so that the machine will operate as new when placed in the market again. Adding a different functionality to an existing machine. Research and Development. (See dpi.) Digital reading of an image which is then stored in digital form in a memory. System which organises and controls the `traffic' between computers and their printer(s). A copier or printer which is not coupled up to a network.
91
Swap(s)
Toner US GAAP Volume segments
Workflow management systems
Interest rate hedging instrument used to change the type of interest rate (fixed or variable) attached to a loan. Also used as a verb: to swap. (Ink) powder used in copiers and printers to transfer the image to paper by means of high pressure and heat. American accounting principles (United States Generally Accepted Accounting Principles). Internationally accepted industrial standard for classifying the copying and printing markets into segments on the basis of the number of copies or prints produced per machine per month. Systems developed to organise and manage projects.
Colophon
Design/dtp Baer Cornet M S T D, Venlo
Illustrations Geert Setola, Oirsbeek
Photography Egon Notermans (Zebra Fotostudio's), Venlo
Text consultants Jonkergouw & Van den Akker Financial Communication Consultants, Amsterdam
Translation Alan Hemingway, Rijsoord
Lithography and printing Drukkerij Lecturis B.V., Eindhoven
©1999 Océ N.V.
|
1 | 60052371_b1 | 60052371 | . The work done by a business which specialises in making copies and prints for third parties. Laser Conditioned Data Stream: printer language used in specific environments.
90
List of terms and abbreviations
Matching principles Materials management
Need-to-know basis O E M supplier
Office Systems
One-stop-shopping
OPC Pay-out / pay-out ratio
Plain paper Plotting
ppc ppm Printing Printing Systems Print on Demand
Pull principle
Remanufacturing
Remodelling R&D
Resolution Scanning Server
Stand-alone
Buying in goods as much as possible in the same areas in which the sales are also achieved. The management and control of flows of machines, spare parts and supplies for specific product groups or products. The level of knowledge required by employees to perform their own specific job effectively. Original Equipment Manufacturer: producer who supplies goods to customers who then market these under their own brand. Used by Océ to mean: the market for copying and printing in offices,C R D s, E D P environments, etc. (includes both machines and supplies). Buying in as many products and services as possible from one single supplier, such as copiers, printers, system software, service support as well as their financing. Organic Photo Conductor. The proportion of the net income that is distributed in the form of dividend. Ordinary (untreated) paper. Analogue or digital printing of a design (usually a technical drawing) which has been generated using C A D systems. Plain paper copying. Prints per minute: used to denote the speed of a machine's output. The (repeated) production by a printer of an original document based on data stored in a digital memory. Used by Océ to describe the market for printer systems. Specific printer application: producing small printruns as and when required; this eliminates the need to carry high stocks of documents on paper. Principle applied in managing the stocks of production components so that components are called off on the basis of actual usage. Replacing the required parts and making the required adjustments to settings so that the machine will operate as new when placed in the market again. Adding a different functionality to an existing machine. Research and Development. (See dpi.) Digital reading of an image which is then stored in digital form in a memory. System which organises and controls the `traffic' between computers and their printer(s). A copier or printer which is not coupled |
1 | 60052375_0 | 60052375 | 1998 annual report & accounts
Contents
2 Co-Chairmen's Letter 6 Group Chief Executive's Review 18 Business Operating Review 24 Environmental and Social Review 26 Financial Review
32 Accounting Policies 34 Financial Statements 37 Notes on Accounts 63 Directors' Responsibilities for the Accounts 63 Report of the Auditors 64 Oil and Natural Gas Reserves Information 65 Five-Year Summary 68 Operating Information 69 US Accounting Principles 70 Glossary 71 Board of Directors 75 Corporate Governance 78 Executive Remuneration 84 Shareholdings and Annual General Meeting 85 Information for Shareholders 88 Further Information
The Report of the Directors appears on pages 2-31 and 71-84; the Accounts appear on pages 32-70
BP Amoco p.l.c. is the holding company of one of the world's largest petroleum and petrochemicals groups. Our main activities are exploration and production of crude oil and natural gas; refining, marketing, supply and transportation; and manufacturing and marketing of petrochemicals. We have a growing activity in solar power generation. BP Amoco has well-established operations in Europe, North and South America, Australasia and parts of Africa.
On 31 December 1998, BP and Amoco merged and BP Amoco p.l.c. came into being. This report records the progress made in our `leap' year.
The goals for the newly merged group, which have been defined and published, are set out here:
· The world's need for energy is growing steadily day by day. Energy
and materials, used safely and efficiently, are essential to the prosperity and growth of every country and every region in the world. Sustaining and enhancing our quality of life depends on them.
· BP Amoco's goal is to play a leading role in meeting these needs from oil,
gas, solar power and petrochemicals without damaging the environment.
· Ours is a positive, progressive involvement. Innovation will be the hallmark
of the way we work with people, technology, assets and relationships. We will always be constructive, using our know-how to produce constructive and creative solutions to every challenge.
· Our success depends on our making, and being seen to make, a distinctive
contribution to every activity in which we are involved.
BP Amoco is committed to reporting not only its financial results but also its environmental and social performance. For a full picture of our performance during the year, this report should be read in conjunction with the BP Amoco Environmental and Social Report |
1 | 60052375_1 | 60052375 | . This report records the progress made in our `leap' year.
The goals for the newly merged group, which have been defined and published, are set out here:
· The world's need for energy is growing steadily day by day. Energy
and materials, used safely and efficiently, are essential to the prosperity and growth of every country and every region in the world. Sustaining and enhancing our quality of life depends on them.
· BP Amoco's goal is to play a leading role in meeting these needs from oil,
gas, solar power and petrochemicals without damaging the environment.
· Ours is a positive, progressive involvement. Innovation will be the hallmark
of the way we work with people, technology, assets and relationships. We will always be constructive, using our know-how to produce constructive and creative solutions to every challenge.
· Our success depends on our making, and being seen to make, a distinctive
contribution to every activity in which we are involved.
BP Amoco is committed to reporting not only its financial results but also its environmental and social performance. For a full picture of our performance during the year, this report should be read in conjunction with the BP Amoco Environmental and Social Report 1998. Details are given on page 88.
BP Amoco 1998 1
Letter from the co-chairmen
Welcome to BP Amoco
2 BP Amoco 1998
Dear Shareholder The proposal in August to merge BP and Amoco was a groundbreaking deal for the oil industry. Our aim was to create a new `super-major' with significantly greater competitive strengths than either partner could achieve on its own a global corporation for a global economy.
Naturally this required your approval as owners. We are delighted that the merger was supported overwhelmingly by both groups of shareholders.
Following approval from regulators on both sides of the Atlantic, the merger took effect on 31 December 1998. We thank our employees for their unstinting effort which made this possible.
The new BP Amoco ranks in the very top tier of international energy companies. We have a world-class set of assets, including nearly 15 billion barrels
of oil and natural gas reserves. In 1998 our combined replacement cost profit before exceptional items was $4 billion. Our market value when the merger was completed was $146 billion, placing us among the top 15 companies in the world.
But this alliance was not driven by size. What drove us was a belief that, by combining |
1 | 60052375_2 | 60052375 | 1998. Details are given on page 88.
BP Amoco 1998 1
Letter from the co-chairmen
Welcome to BP Amoco
2 BP Amoco 1998
Dear Shareholder The proposal in August to merge BP and Amoco was a groundbreaking deal for the oil industry. Our aim was to create a new `super-major' with significantly greater competitive strengths than either partner could achieve on its own a global corporation for a global economy.
Naturally this required your approval as owners. We are delighted that the merger was supported overwhelmingly by both groups of shareholders.
Following approval from regulators on both sides of the Atlantic, the merger took effect on 31 December 1998. We thank our employees for their unstinting effort which made this possible.
The new BP Amoco ranks in the very top tier of international energy companies. We have a world-class set of assets, including nearly 15 billion barrels
of oil and natural gas reserves. In 1998 our combined replacement cost profit before exceptional items was $4 billion. Our market value when the merger was completed was $146 billion, placing us among the top 15 companies in the world.
But this alliance was not driven by size. What drove us was a belief that, by combining our market presence, the talent of our people, our technological expertise and our access to investment opportunities, we could achieve continuing improvements in our performance. Simply, we can do more together than separately.
The task of combining the skills and strengths of the two companies is now well under way. We have put together a management team that is a superb
Financial highlights
profits
external environment
1998
1997
1998
1997
Replacement cost profit before exceptional items $3,999m $6,649m
BP Amoco average oil realizationsa $/barrel
12.1
18.3
Replacement cost profit
Indicative global refining
after exceptional items $4,651m $6,969m
margin $/barrel
1.7
1.8
Historical cost profit
Chemicals integrated margin
after exceptional items $3,260m $6,030m
DM/tonne
812
890
Earnings per ordinary share on replacement cost profit before exceptional items 42 cents 69 cents
a Crude oil and natural gas liquid.
Co-Chairmen |
1 | 60052375_3 | 60052375 | our market presence, the talent of our people, our technological expertise and our access to investment opportunities, we could achieve continuing improvements in our performance. Simply, we can do more together than separately.
The task of combining the skills and strengths of the two companies is now well under way. We have put together a management team that is a superb
Financial highlights
profits
external environment
1998
1997
1998
1997
Replacement cost profit before exceptional items $3,999m $6,649m
BP Amoco average oil realizationsa $/barrel
12.1
18.3
Replacement cost profit
Indicative global refining
after exceptional items $4,651m $6,969m
margin $/barrel
1.7
1.8
Historical cost profit
Chemicals integrated margin
after exceptional items $3,260m $6,030m
DM/tonne
812
890
Earnings per ordinary share on replacement cost profit before exceptional items 42 cents 69 cents
a Crude oil and natural gas liquid.
Co-Chairmen Larry Fuller (left) and Peter Sutherland
mix of people, chosen in a balanced way and reflecting a unique blend of worldwide experience.
We remain committed to act responsibly and ethically, fostering two-way relationships with local communities, customers, contractors, partners, governments and employees. We believe our business should be both competitively successful and a force for good. To measure our success we will continue to set targets, submit the results to external verification and publish reports on our progress.
Markets The decision to merge was taken in a year when the global markets in which we operate could hardly have proved more difficult or volatile.
8 6 4 2 0
94 95 96 97 98
Profit
(replacement cost profit before exceptional items
$ billion)
12 9 6 3 0
94 95 96 97 98
Capital expenditure and acquisitions
($ billion)
40 30 20 10 0
94 95 96 97 98
Dividends
(cents per share)
15 10 5 0
94 95 96 97 98
Net debt
($ billion end year)
BP Amoco 1998 3
Letter from the co-chairmen
The problems in Asia, Russia and Latin America and the associated turbulence in financial markets |
1 | 60052375_b0 | 60052375 | elimination of air, water and solid waste pollution is often not incurred as a separately identifiable transaction. Instead, it forms part of a larger transaction which includes, for example, normal maintenance expenditure. The figures for environmental operating and capital expenditure in the table are therefore estimates, based on the definitions and guidelines of the American Petroleum Institute.
Operating and capital environmental expenditure and amounts spent on clean-ups was at much the same level as in 1997 and similar levels of operating and capital expenditure are expected in the foreseeable future. In addition to operating and capital expenditure, the table shows the charges to current profits to create provisions for future environmental remediation. Expenditure against such provisions is normally incurred in subsequent periods and is not included in environmental operating expenditure reported for such periods.
Provisions for environmental remediation are made when a clean-up is probable and the amount reasonably determinable. Generally, their timing coincides with commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites.
The extent and cost of future remediation programmes are inherently difficult to estimate. They depend on the
environmental expenditure
($ million)
1998 1997
Operating expenditure
539 477
Capital expenditure
426 376
Clean-ups
129 129
Charge for environmental remediation
13 (21)a
Charge for decommissioning
130 162
a Including write-back of Lavéra environmental provision.
scale of any possible contamination, the timing and extent of corrective actions, and also BP Amoco's share of the liability. Although the cost of any future remediation could be significant, and may be material to the result of operations in the period in which it is recognized, we do not expect that such costs will have a material effect on BP Amoco's financial position or liquidity. We believe our provisions are sufficient for known requirements; and we do not believe that our costs will differ significantly from those of other companies engaged in similar industries or that our competitive position will be adversely affected as a result.
In addition, we make provisions over the useful lives of our oil- and gas-producing assets and related pipelines to meet the cost of eventual decommissioning. The charge for decommissioning made in 1998 is shown in the table and further details of our environmental and decommissioning provisions appear in Note 25 on the Accounts on page 48.
B P A m o co 1 9 9 8 31
|
1 | 60052375_b1 | 60052375 | developed to deliver a flexible response, especially in the first days of 2000. The group's global operations will, however, remain exposed, to an unquantifiable degree, to the failure of third parties to deal with their Year 2000 exposures; we will take all practical steps to mitigate the effect.
30 B P A m o co 1 9 9 8
The estimated total cost of BP Amoco's Year 2000 programme is approximately $300 million. To date $210 million has been incurred and the balance will be spent in 1999. These costs are charged against income in the period in which they are incurred.
The euro BP Amoco had adapted its commercial and financial processes so that its European operations were able to undertake transactions in the euro and capture competitive advantages offered by the new currency from 1 January 1999. The currency of accounting records and the related systems will be converted as appropriate during the transition period, which ends on 1 January 2002. The capability to conduct business in national currencies will be retained as long as necessary. The costs associated with these changes are estimated at $100 million, of which some $20 million had been incurred and expensed by the end of 1998.
Environmental expenditure Operating and capital expenditure on the prevention, control, abatement or elimination of air, water and solid waste pollution is often not incurred as a separately identifiable transaction. Instead, it forms part of a larger transaction which includes, for example, normal maintenance expenditure. The figures for environmental operating and capital expenditure in the table are therefore estimates, based on the definitions and guidelines of the American Petroleum Institute.
Operating and capital environmental expenditure and amounts spent on clean-ups was at much the same level as in 1997 and similar levels of operating and capital expenditure are expected in the foreseeable future. In addition to operating and capital expenditure, the table shows the charges to current profits to create provisions for future environmental remediation. Expenditure against such provisions is normally incurred in subsequent periods and is not included in environmental operating expenditure reported for such periods.
Provisions for environmental remediation are made when a clean-up is probable and the amount reasonably determinable. Generally, their timing coincides with commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites.
The extent and cost of future remediation programmes are inherently difficult to estimate. They depend on the
environmental expenditure
($ million)
1998 1997
Operating expenditure
539 477
Capital expenditure
426 |
1 | 60052473_0 | 60052473 | Tatra Bank
Annual Report
1997
TATRA BANKA, a. s. Vajanského nábreie 5 P. O. BOX è. 50 810 11 Bratislava 111 Slovak Republic
Tel.: +421 7/4316 111 +421 7/5875 111
Fax: +421 7/324 760 Telex: 92644 TATR SK SWIFT:TATR SK BX Internet: http://www.tatrabanka.sk
Member of the Austrian Raiffeisen Banking Group
Achievements of Tatra Bank
in 1997
Innovation in technology
The bank uses one of the most modern telecommunication networks. It is at the forefront of automation. Customer-tailored electronic clearing solutions handle large volumes of domestic and international payments. The bank was first in Slovakia to introduce TELEPHONE and INTERNET BANKING.
Leadership
Only bank in Slovakia to have access to all international refinancing programmes (EBRD, EIB, PHARE, EXIM Bank of Japan, USAID-backed loan facilities)
First bank to obtain EBRD subordinated debt One of the major participants on the Slovak interbank market
One of the reference banks fixing the BRIBOR rate
Ratings and awards
Tatra Bank received the best ratings among Slovak banks from various rating agencies (Standard and Poor´s, Thomson BankWatch) awards for excellence bestowed by international publications (Euromoney, Central European, Global Finance)
Principal Services
For corporate clients
To meet special requirements of the increasing number of corporate customers, Tatra Bank offers a wide range of wholesale banking services. In addition to traditional corporate banking products, branch network and subsidiary companies provide also specialized financial services.
For private customers
Tatra Bank provides its private customers with comprehensive retail banking services in already 28 branches with on-line connection across Slovakia. To meet personal banking needs, a wide range of high-technology products enables Tatra Bank customers to be serviced speedily according to international standards.
Corporate banking
Account services
l Current accounts in SKK and in foreign currencies l INTERNET banking l ELECTRONIC TELEBANKING for domestic and inter-
national payments l Postal cheques/payment processing l Night safes with cash administration
Financing
l SKK and foreign currency facilities short-, medium- and long-term loans overdraft |
1 | 60052473_1 | 60052473 | market
One of the reference banks fixing the BRIBOR rate
Ratings and awards
Tatra Bank received the best ratings among Slovak banks from various rating agencies (Standard and Poor´s, Thomson BankWatch) awards for excellence bestowed by international publications (Euromoney, Central European, Global Finance)
Principal Services
For corporate clients
To meet special requirements of the increasing number of corporate customers, Tatra Bank offers a wide range of wholesale banking services. In addition to traditional corporate banking products, branch network and subsidiary companies provide also specialized financial services.
For private customers
Tatra Bank provides its private customers with comprehensive retail banking services in already 28 branches with on-line connection across Slovakia. To meet personal banking needs, a wide range of high-technology products enables Tatra Bank customers to be serviced speedily according to international standards.
Corporate banking
Account services
l Current accounts in SKK and in foreign currencies l INTERNET banking l ELECTRONIC TELEBANKING for domestic and inter-
national payments l Postal cheques/payment processing l Night safes with cash administration
Financing
l SKK and foreign currency facilities short-, medium- and long-term loans overdrafts
l Special credit programmes are based on funding obtained from European Investment Bank, EXIM Bank of Japan and European Bank for Reconstruction and Development as well as under the PHARE-programme
l Export/Import financing in SKK and foreign currency l Discounting of bills of exchange l Purchase of receivables with and without recourse
(Forfaiting)
Trade
International Finance specialists provide a wide range of services both for domestic and cross-border business, in close cooperation with our increasing network of correspondent banks.
l Documentary collection and letters of credit l Guarantees and stand-by letters of credit l International payments
Treasury and investment banking
Skilled specialists cover a wide range of treasury products: SKK-time deposits, FX spot and forward transactions, swaps, non-deliverable forward options, forward-forwards and forward rate agreements (FRA), government and corporate securities, portfolio management.
Retail banking
l Current accounts, time deposits and savings passbooks in SKK and in foreign currencies
l Debit and Credit Cards: TATRA Card domestic SKK-debit card VISA and AMERICAN EXPRESS CARDS foreign credit cards for international use EUROCARD/MASTERCARD |
1 | 60052473_2 | 60052473 | s
l Special credit programmes are based on funding obtained from European Investment Bank, EXIM Bank of Japan and European Bank for Reconstruction and Development as well as under the PHARE-programme
l Export/Import financing in SKK and foreign currency l Discounting of bills of exchange l Purchase of receivables with and without recourse
(Forfaiting)
Trade
International Finance specialists provide a wide range of services both for domestic and cross-border business, in close cooperation with our increasing network of correspondent banks.
l Documentary collection and letters of credit l Guarantees and stand-by letters of credit l International payments
Treasury and investment banking
Skilled specialists cover a wide range of treasury products: SKK-time deposits, FX spot and forward transactions, swaps, non-deliverable forward options, forward-forwards and forward rate agreements (FRA), government and corporate securities, portfolio management.
Retail banking
l Current accounts, time deposits and savings passbooks in SKK and in foreign currencies
l Debit and Credit Cards: TATRA Card domestic SKK-debit card VISA and AMERICAN EXPRESS CARDS foreign credit cards for international use EUROCARD/MASTERCARD international debit card for SKK-account holder
l WESTERN UNION/MONEY TRANSFER fastest way to send money worldwide, cash in 10 minutes
l TATRAPHONE high-technology telephone communication of the Tatra Bank account holder with the bank computer to inquire the available balance of the account, domestic payment
l Cheques purchase of Eurocheques, purchase and sale of THOMAS COOK Travellers Cheques and AMERICAN EXPRESS Cheques, collection of all types of cheques
l Other services Exchange services, rental of safes and night safes. Arranging of building society contracts
Special services
Special services like leasing and corporate advisory services offered by our subsidiary companies Tatra Leasing, spol. s r. o., Tatra Raiffeisen Capital, spol. s r. o. Our newly founded subsidiary company Tatra Asset Management, i. spol., provides management of unit trusts, investment funds and collective investments.
Tatra Bank
Annual Report
1997
Contents
Chairmans statement
2
Financial highlights
3
The largest shareholders
3
Development of the Slovak economy in 1997
5
|
1 | 60052473_3 | 60052473 | international debit card for SKK-account holder
l WESTERN UNION/MONEY TRANSFER fastest way to send money worldwide, cash in 10 minutes
l TATRAPHONE high-technology telephone communication of the Tatra Bank account holder with the bank computer to inquire the available balance of the account, domestic payment
l Cheques purchase of Eurocheques, purchase and sale of THOMAS COOK Travellers Cheques and AMERICAN EXPRESS Cheques, collection of all types of cheques
l Other services Exchange services, rental of safes and night safes. Arranging of building society contracts
Special services
Special services like leasing and corporate advisory services offered by our subsidiary companies Tatra Leasing, spol. s r. o., Tatra Raiffeisen Capital, spol. s r. o. Our newly founded subsidiary company Tatra Asset Management, i. spol., provides management of unit trusts, investment funds and collective investments.
Tatra Bank
Annual Report
1997
Contents
Chairmans statement
2
Financial highlights
3
The largest shareholders
3
Development of the Slovak economy in 1997
5
1997 Management report
9
Financial statements as of December 31,1997 14
Notes to the financial statements
as of December 31, 1997
18
Auditors report
39
Proposal for the distribution of the profit
for the year 1997
40
The organs of the company
as of January 1, 1998
41
RZB Österreich AG a short introduction
42
Chairmans statement
To our shareholders and business partners
It is our pleasure to submit the 1997 Annual Report of Tatra Bank. Tatra Bank entered the 8th year with good operating results maintaining its leading position among private commercial banks offering top quality banking services and products. However, tough economic conditions, restrictive policy of the National Bank of Slovakia, high interest rates and tight liquidity on the interbank market had an impact on the banking environment. In spite of this extremely difficult situation, the bank showed a strong increase in all business areas. A customer-oriented marketing and business strategy based on thorough knowledge of customer needs enabled the surpassing of the 1997 objectives. Investment in banking technology accompanied by excellent know-how enabled Tatra Bank customers to be serviced speedily at international standards |
1 | 60052473_b0 | 60052473 | that strategy, the bank has in recent years taken a number of steps to deepen and broaden its presence in Europe. It is represented in Western Europe by a branch in London and representative offices in Brussels and Paris.
RZB network in Central and Eastern Europe
RZB´s Austrian location and its traditionally close trading relations with Central and Eastern Europe have helped the bank establish excellent relationships with companies and institutions in the region. With the onset of liberalization in Central and Eastern Europe and the transition from centrally planned to market economies, RZB significantly widened its international business activities to become one of the leading Central European banks specializing in the region´s emerging markets.
Growing trade with Central and Eastern Europe and high volumes of investment in the region prompted RZB to set up an extensive banking network in the transformational economies. Thanks to its extensive operations in the region, RZB became the world´s first credit institution to be awarded the title of Western Commercial Bank of the Year by a respected London financial magazine, namely as long ago as 1993.
Today, RZB-Austria offers the full range of commercial banking services in seven soon nine countries of Central and Eastern Europe through the following network banks:
l Tatra banka, a.s., Bratislava l Raiffeisen Centrobank S.A., Warsaw l Raiffeisen Unicbank Rt., Budapest l Raiffeisenbank a.s., Prague l Raiffeisenbank (Bulgaria) A.D., Sofia l Raiffeisenbank Austria d.d., Zagreb l OOO Raiffeisenbank Austria, Moscow l Raiffeisenbank (Romania) S.A., Bucharest l Raiffeisenbank Ukraine, Kiev
Furthermore, RZB representative offices in Moscow and Kiev as well as specialist companies provide access to manifold customer services.
RZB worldwide
In America, RZB serves its customers with the RZB Finance LLC and a representative office in New York. In Asia, RZBAustria has a branch office in Singapore as well as representative offices in Beijing, Hong Kong, Mumbai (Bombay), Ho Chi Minh City (formerly Saigon) and Tehran. Furthermore, RZB is a member of the international UNICO Banking Group comprising the central institutions of the cooperative banking organizations of Austria, Belgium, Germany, Finland, France, Italy and the Netherlands as well as Sweden, Switzerland and Spain (as associate members).
42
|
1 | 60052473_b1 | 60052473 | 1,000 billion. It represents roughly a quarter of the domestic banking industry and boasts the country´s densest network of banking outlets. In Austria, nearly 3 million Austrians are customers of Raiffeisen banks. These banks provides services for companies from all areas of Austrian business sectors, too.
Raiffeisen Zentralbank Österreich AG (RZB-Austria)
Raiffeisen Zentralbank Österreich AG (RZB-Austria) is the central institution of the Raiffeisen Banking Group. As at 30 June 1997, the bank had a balance sheet total of AS 257 billion (RZB-Group AS 293 billion). RZB-Austria ranks among the biggest Austrian banks and belongs to the world´s Top 500 banks.
RZB-Austria offers its commercial clients in Austria and abroad a comprehensive range of domestic and international banking services with a particular focus on corporate and investment banking. RZB-Austria´s principal and other subsidiaries within Austria and its global network of business associates all contribute to that line of services.
RZB-Austria´s corporate strategy is that of one of Central Europe´s leading regional banks. In the pursuit of that strategy, the bank has in recent years taken a number of steps to deepen and broaden its presence in Europe. It is represented in Western Europe by a branch in London and representative offices in Brussels and Paris.
RZB network in Central and Eastern Europe
RZB´s Austrian location and its traditionally close trading relations with Central and Eastern Europe have helped the bank establish excellent relationships with companies and institutions in the region. With the onset of liberalization in Central and Eastern Europe and the transition from centrally planned to market economies, RZB significantly widened its international business activities to become one of the leading Central European banks specializing in the region´s emerging markets.
Growing trade with Central and Eastern Europe and high volumes of investment in the region prompted RZB to set up an extensive banking network in the transformational economies. Thanks to its extensive operations in the region, RZB became the world´s first credit institution to be awarded the title of Western Commercial Bank of the Year by a respected London financial magazine, namely as long ago as 1993.
Today, RZB-Austria offers the full range of commercial banking services in seven soon nine countries of Central and Eastern Europe through the following network banks:
l Tatra banka, |
1 | 60052515_0 | 60052515 | CMG plc is a L E A D I N G European I T services group,
providing business information
S O L U T I O N S through
consultancy, systems development, software applications and managed services.
Established in 1964, CMG operates internationally from its European bases in the UK, The Netherlands Germany, France and Belgium, implementing and supporting applications for clients around the world.
Performance
'98for the year Key financial highlights
Ê Turnover has risen to £444 million, +46%.
Ê Operating profit before goodwill amortisation has grown to £58.4 million,
+57% and the operating profit margin has risen for the sixth consecutive
year, to reach 13.2%.
Ê Profit before tax and goodwill amortisation has grown to £59.2 million,
+54%, a pre-tax profit margin of 13.3%. Ê Profit after tax has risen to £37.4 million, +53%, a post-tax profit
margin of 8.4%.
Ê Earnings per share before goodwill amortisation have risen from
20.0p to 31.9p, +60%. Ê Dividends for the year are up from 3.9p to 6.0p, +54 %. Ê Year-end headcount reached 7,122, +44%.
contents 2 CMG at a glance 4 Chairman's statement 6 Group structure 8 Chief Executive's review 19 Financial review 22 Directors and officers 24 Advisers and financial calendar 25 Report of the directors 27 Corporate governance 29 Report of the board on remuneration 33 Auditors' report 34 Consolidated profit and loss account 35 Consolidated balance sheet 36 Consolidated cash flow statement 37 Parent company balance sheet 38 Notes to the financial statements 51 Five year summary 52 Notice of annual general meeting
CMG at a glance throughout
'98
February
Acquisition of Alias S.A., a Paris-based services company providing SAP consultancy and related services to the industry sector.
February
Acquisition of Microlex plc, a Derby-based software and services company specialised in providing front office and point of sale systems to the life assurance and pensions markets
March
Launch of rFRAME into the banking sector. A new framework for global compliance, risk management, data integration and consolidation, and management and operational reporting.
March
Lanuch of iFRAME |
1 | 60052515_1 | 60052515 | the year are up from 3.9p to 6.0p, +54 %. Ê Year-end headcount reached 7,122, +44%.
contents 2 CMG at a glance 4 Chairman's statement 6 Group structure 8 Chief Executive's review 19 Financial review 22 Directors and officers 24 Advisers and financial calendar 25 Report of the directors 27 Corporate governance 29 Report of the board on remuneration 33 Auditors' report 34 Consolidated profit and loss account 35 Consolidated balance sheet 36 Consolidated cash flow statement 37 Parent company balance sheet 38 Notes to the financial statements 51 Five year summary 52 Notice of annual general meeting
CMG at a glance throughout
'98
February
Acquisition of Alias S.A., a Paris-based services company providing SAP consultancy and related services to the industry sector.
February
Acquisition of Microlex plc, a Derby-based software and services company specialised in providing front office and point of sale systems to the life assurance and pensions markets
March
Launch of rFRAME into the banking sector. A new framework for global compliance, risk management, data integration and consolidation, and management and operational reporting.
March
Lanuch of iFRAME into the insurance and financial services sector. A componentbased business framework that supports single or multiple lines of business, and multiple distribution strategies.
June
Joint venture Radio Spectrum International Consulting (RSIC) is established with the Radiocommunications Agency (RA), an executive agency of the UK Departement of Trade & Industry to provide IT services to the RA and market consulting services to other potential customers internationally.
April
CMG in Germany becomes a "Sun Authorized Java Center".
July
Acquisition of Cometh Conseil S.A. and Cometh System S.A., two Paris-based services companies providing SAP consultancy and implementation in the industry sector.
August
Acquisition of Techside Consultants S.A., a Parisbased services group specialised in advanced technology and leading edge technical methodologies.
August
Total number of CMG employees passes the 6000 mark
October
The flood relief water barrier in the Nieuwe Waterweg, whose information systems werw a major CMG project for the Dutch Ministry of Traffic and Transport, is operated automatically for the first time. All computerised control systems and embedded software perform to specification.
October
Official opening of |
1 | 60052515_2 | 60052515 | into the insurance and financial services sector. A componentbased business framework that supports single or multiple lines of business, and multiple distribution strategies.
June
Joint venture Radio Spectrum International Consulting (RSIC) is established with the Radiocommunications Agency (RA), an executive agency of the UK Departement of Trade & Industry to provide IT services to the RA and market consulting services to other potential customers internationally.
April
CMG in Germany becomes a "Sun Authorized Java Center".
July
Acquisition of Cometh Conseil S.A. and Cometh System S.A., two Paris-based services companies providing SAP consultancy and implementation in the industry sector.
August
Acquisition of Techside Consultants S.A., a Parisbased services group specialised in advanced technology and leading edge technical methodologies.
August
Total number of CMG employees passes the 6000 mark
October
The flood relief water barrier in the Nieuwe Waterweg, whose information systems werw a major CMG project for the Dutch Ministry of Traffic and Transport, is operated automatically for the first time. All computerised control systems and embedded software perform to specification.
October
Official opening of the Mercedes Benz European Customer Assistance Centre in Maastricht, The Netherlands, developed with CMG as a preferred business solution provider
November
RSIC joint venture secures first consultancy contract to mordernise the management of the radio spectrum in Russian Federation a project funded by the European Union through its technical support programme.
November
Number of CMG employees in Germany passes the 500 mark
2 CMG plc
This snapshot of 1998 includes just a small selection of the notable events within a year of growth and success for CMG.
November
Acquisition of CMS Data Consult GmbH, a Mannheim-based services company with particular experience of SAP applications in the automotive and utilities sectors.
November
A Research and Development Centre for Traffic and Transport Telematics is established to coordinate CMG expertise in the application of technology to address problems of traffic congestion.
November Total number of CMG employees passes the 7,000 mark.
November
CMG Finance in The Netherlands takes party of banking clients on a "focus on vision" tour of the United States to increase awareness and knowledge of E-Finance.
November
Unitas consortium led by ICL with CMG as its partner wins |
1 | 60052515_3 | 60052515 | the Mercedes Benz European Customer Assistance Centre in Maastricht, The Netherlands, developed with CMG as a preferred business solution provider
November
RSIC joint venture secures first consultancy contract to mordernise the management of the radio spectrum in Russian Federation a project funded by the European Union through its technical support programme.
November
Number of CMG employees in Germany passes the 500 mark
2 CMG plc
This snapshot of 1998 includes just a small selection of the notable events within a year of growth and success for CMG.
November
Acquisition of CMS Data Consult GmbH, a Mannheim-based services company with particular experience of SAP applications in the automotive and utilities sectors.
November
A Research and Development Centre for Traffic and Transport Telematics is established to coordinate CMG expertise in the application of technology to address problems of traffic congestion.
November Total number of CMG employees passes the 7,000 mark.
November
CMG Finance in The Netherlands takes party of banking clients on a "focus on vision" tour of the United States to increase awareness and knowledge of E-Finance.
November
Unitas consortium led by ICL with CMG as its partner wins a 10 year IT infrastructure contract called project ELGAR (Electronic Government through Administrative Re-engineering) from the UK Department of Trade & Industry valued at approximately £200 million.
December
Contract from KPN-Orange NV/SA to help design and implement its new GSM mobile network in Belgium. The network will support the delivery of mobile voice, data and information services to business and residential customers across Belgium and is planned to go live in April 1999.
December
Acquisition of Rohirst Limited, a financial software company whose Forfait Management System has established a leadership position in banks and finance houses involved in international trade financing.
Chairman's statement
Cor Stutterheim Chairman
"The underlying demand for our skills and services
enables us to achieve continued growth in
uncertain times"
I am very pleased to report another set of strong results and that the confidence I expressed both in last year's report and at our interim results was well founded. We have increased turnover by 46% to £444 million and our pre-tax profit before goodwill amortisation by 54% to £59.2 million. We have also increased market share in all our key markets. Earnings per share before goodwill am |
1 | 60052515_b0 | 60052515 | Johannes Vermeerstraat 29 1071 DL Amsterdam The Netherlands Tel: +31 (0)20-67 20 444 Fax: +31 (0)20-67 90 549
National offices
CMG Nederland B.V. Prof. E. M. Meijerslaan 2 1183 AV Amstelveen P O Box 159 1180 AD Amstelveen The Netherlands Tel: +31 (0)20-50 33 000 Fax: +31 (0)20-50 33 012
CMG UK Limited Parnell House 25 Wilton Road London SW1V 1EJ England Tel: +44 (0)171-592 4000 Fax: +44 (0)171-592 4111
CMG Deutchland GmbH Kölner Straße 10 65760 Frankfurt-Eschborn Germany Tel: +49 (0)6196-96 36 00 Fax: +49 (0)6196-96 37 02
CMG France SA 204 Rond Point du Pont de Sèvres Tour Chenonceaux 92100 Boulogne-Billancourt France Tel: +33 (0)1 55 20 50 00 Fax: +33 (0)1 55 20 50 01
CMG Belgium N.V. Ikaroslaan 27 Gebouw 12B 1930 Zaventem Belgium Tel: +32 (0)2 71 49 710 Fax: +32 (0)2 71 49 725
Information for investors is provided on the Internet as part of the Group's website which can be found at: www.cmg.com
Investor enquiries
can be directed via that website or by contacting our investor relations departements in London or Amsterdam as below:
London Tony Richards Tel: +44 (0)171-592 4000 Fax: +44 (0)171-592 4804 E-mail: tony.richards@cmgplc.com
Amsterdam Jan Massier Tel: +31 (0)20-67 20 444 Fax: +31 (0)20-67 90 549 E-mail: jan.massier@cmg.nl
All trademarks referred to in this document are fully acknowledged
Designed and produced by Magee & Company Ltd
Printed by CTD Printers Ltd Photography by Marcus Lyon
|
1 | 60052515_b1 | 60052515 | not be a member of the Company. 2 In order to have the right to attend and vote at the meeting a person must have their name entered in the register of holders
of ordinary shares of the Company by 12.00 am on 17 May 1999. Changes to the register after this time will be disregarded in determining the rights of any person to attend and vote at the meeting. 3 A form of proxy is enclosed. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting in person. 4 To be effective, the instrument appointing a proxy, and any power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of any such power or authority), must be deposited at the Company's registered office not less than 48 hours before the time for holding the meeting, or adjourned meeting, at which the person named in the instrument proposed to vote.
52 CMG plc
Directory
Group head offices
CMG plc Parnell House 25 Wilton Road London SW1V 1EJ England Tel: +44 (0)171-592 4000 Fax: +44 (0)171-592 4804
CMG B.V. Johannes Vermeerstraat 29 1071 DL Amsterdam The Netherlands Tel: +31 (0)20-67 20 444 Fax: +31 (0)20-67 90 549
National offices
CMG Nederland B.V. Prof. E. M. Meijerslaan 2 1183 AV Amstelveen P O Box 159 1180 AD Amstelveen The Netherlands Tel: +31 (0)20-50 33 000 Fax: +31 (0)20-50 33 012
CMG UK Limited Parnell House 25 Wilton Road London SW1V 1EJ England Tel: +44 (0)171-592 4000 Fax: +44 (0)171-592 4111
CMG Deutchland GmbH Kölner Straße 10 65760 Frankfurt-Eschborn Germany Tel: +49 (0)6196-96 36 00 Fax: +49 (0)6196-96 37 02
CMG France SA 204 Rond Point du Pont de Sèvres Tour Chenonceaux 92100 Boulogne-Billancourt France Tel: +33 (0)1 55 20 50 |
1 | 60052618_0 | 60052618 | Contents
Group Profile................................................................................................................................2
Financial Highlights.......................................................................................................................3
Principal Operating Subsidiary Undertakings......................................................................................4
Corporate Information....................................................................................................................4
Annual Report 1998
Board of Directors.........................................................................................................................5
Group Structure.............................................................................................................................6
Chairman's Statement.....................................................................................................................8
Group Locations..........................................................................................................................18
Report of the Directors..................................................................................................................20
Statement of Directors' Responsibilities.............................................................................................23
1
Report of the Remuneration Committee on Behalf of the Board.............................................................24
Auditors' Report...........................................................................................................................27
Group Profit and Loss Account.......................................................................................................28
Movements on Group Profit and Loss Account and other statements......................................................29
Group Balance Sheet...................................................................................................................30
Group Cash Flow Statement..........................................................................................................31
Company Balance Sheet..............................................................................................................32
Accounting Policies......................................................................................................................33
Notes to the Financial Statements...................................................................................................35
Financial Review........................................................................................................................51
Group Profit and Loss Account (Irish Pounds).....................................................................................52
Group Balance Sheet (Irish Pounds)................................................................................................53
Group Cash Flow Statement (Irish Pounds).......................................................................................54
Notice of Annual General Meeting................................................................................................55
GRAFTON GROUP PLC
Group Profile
Grafton Group plc is an independent, profit growth oriented company, operating in Ireland and the UK whose main activities are builders and plumbers merchanting, DIY retailing and manufacturing.
Annual Report 1998
The Group aims to achieve above average returns for its shareholders. Grafton's strategy is to build on strong positions in businesses serving the Irish construction sector, to develop in other Irish markets, and to grow outside Ireland in businesses with which it is familiar.
In the Republic of Ireland, the Group includes Chadwicks, the
2
leading builders merchant chain with 22 locations. The Group is
the market leader in DIY retailing with 10 Woodie's Superstores
nationally and amongst other activities, has significant
manufacturing interests in plastic and concrete products.
GRAFTON GROUP PLC
In Great Britain, Plumbase is one of the largest chains of plumbers merchants with 40 branches in |
1 | 60052618_1 | 60052618 | .....52
Group Balance Sheet (Irish Pounds)................................................................................................53
Group Cash Flow Statement (Irish Pounds).......................................................................................54
Notice of Annual General Meeting................................................................................................55
GRAFTON GROUP PLC
Group Profile
Grafton Group plc is an independent, profit growth oriented company, operating in Ireland and the UK whose main activities are builders and plumbers merchanting, DIY retailing and manufacturing.
Annual Report 1998
The Group aims to achieve above average returns for its shareholders. Grafton's strategy is to build on strong positions in businesses serving the Irish construction sector, to develop in other Irish markets, and to grow outside Ireland in businesses with which it is familiar.
In the Republic of Ireland, the Group includes Chadwicks, the
2
leading builders merchant chain with 22 locations. The Group is
the market leader in DIY retailing with 10 Woodie's Superstores
nationally and amongst other activities, has significant
manufacturing interests in plastic and concrete products.
GRAFTON GROUP PLC
In Great Britain, Plumbase is one of the largest chains of plumbers merchants with 40 branches in England. The Group also has 39 builders merchants outlets and is the market leader in silo mortars operating from locations in the London, Glasgow and Manchester areas.
In Northern Ireland, Macnaughton Blair is one of the leading builders merchants trading from 4 locations.
Since becoming an independent Public Company in 1987, Grafton has increased its earnings per share at an average annual rate of 29%. Grafton Group plc shares are listed on the Irish and London Stock Exchanges.
Turnover ( '000) Profit before taxation ( '000) Earnings per share Dividend per share Dividend cover (times) Interest cover Cash flow per share Net assets per share Net debt to shareholders' funds
Financial Highlights
1998
427,598 28,196 149.7c
35.0c 4.3 6.8
194c 849c 42%
1997
327,615 23,201 123.0c 28.57c
4.3 10.6 157c 488c 30%
CHANGE
+31% +22% +22% +22%
+24% +74% -
3
Annual Report 1998
TURNO |
1 | 60052618_2 | 60052618 | England. The Group also has 39 builders merchants outlets and is the market leader in silo mortars operating from locations in the London, Glasgow and Manchester areas.
In Northern Ireland, Macnaughton Blair is one of the leading builders merchants trading from 4 locations.
Since becoming an independent Public Company in 1987, Grafton has increased its earnings per share at an average annual rate of 29%. Grafton Group plc shares are listed on the Irish and London Stock Exchanges.
Turnover ( '000) Profit before taxation ( '000) Earnings per share Dividend per share Dividend cover (times) Interest cover Cash flow per share Net assets per share Net debt to shareholders' funds
Financial Highlights
1998
427,598 28,196 149.7c
35.0c 4.3 6.8
194c 849c 42%
1997
327,615 23,201 123.0c 28.57c
4.3 10.6 157c 488c 30%
CHANGE
+31% +22% +22% +22%
+24% +74% -
3
Annual Report 1998
TURNOVER million
427.6 327.6
PROFIT BEFORE TAXATION
million
28.2
23.2
EARNINGS PER SHARE
cents
149.7
123.0
DIVIDEND PER SHARE
cents
35.0
28.6
GRAFTON GROUP PLC
97
98
97
98
97
98
97
98
Principal Operating Subsidiary Undertakings
Details of principal operating subsidiary undertakings, all of which are wholly owned, are set out below:
Incorporated and Operating in Ireland:
Name of Company
Nature of Business
Chadwicks Limited Woodie's DIY Limited CPI Limited MFP Plastics Limited
Builders merchants DIY superstores Manufacturers of concrete products Manufacturers of plastic products
Incorporated and Operating in the United Kingdom:
Annual Report 1998
Name of Company
Nature of Business
Buildbase Limited Plumbase Limited CPI Mortars Limited
Builders merchants Plumbers merchants Mortar manufacturers
The Company owns 100% of the ordinary shares, the only |
1 | 60052618_3 | 60052618 | VER million
427.6 327.6
PROFIT BEFORE TAXATION
million
28.2
23.2
EARNINGS PER SHARE
cents
149.7
123.0
DIVIDEND PER SHARE
cents
35.0
28.6
GRAFTON GROUP PLC
97
98
97
98
97
98
97
98
Principal Operating Subsidiary Undertakings
Details of principal operating subsidiary undertakings, all of which are wholly owned, are set out below:
Incorporated and Operating in Ireland:
Name of Company
Nature of Business
Chadwicks Limited Woodie's DIY Limited CPI Limited MFP Plastics Limited
Builders merchants DIY superstores Manufacturers of concrete products Manufacturers of plastic products
Incorporated and Operating in the United Kingdom:
Annual Report 1998
Name of Company
Nature of Business
Buildbase Limited Plumbase Limited CPI Mortars Limited
Builders merchants Plumbers merchants Mortar manufacturers
The Company owns 100% of the ordinary shares, the only class of shares in issue, of all principal operating subsidiary
undertakings. The registered office of principal subsidiary undertakings operating in Ireland is 1 Stokes Place, St.
4
Stephen's Green, Dublin 2. The registered office of principal subsidiary undertakings operating in the United Kingdom is
Aquis Court, 31 Fishpool Street, St. Albans.
GRAFTON GROUP PLC
Corporate Information
Auditors Bankers
Solicitors
KPMG
Bank of Ireland Ulster Bank Markets AIB Bank Lloyds Bank
Arthur Cox, Dublin Lyons Davidson, Bristol
Stockbrokers Corporate & Registered Office
Registrars
Goodbody Stockbrokers Charterhouse Tilney
Heron House Corrig Road Sandyford Industrial Estate Dublin 18 Phone 00-353-1- 216 0600 Fax 00-353-1- 295 4470 Email: email@graftonplc.com
PricewaterhouseCoopers Gardner House Wilton Place Dublin 2
Financial Calendar
Results
Interim Results Full Year Results Annual Report Issued Annual General Meeting
3 September 1998 1 March 1999
18 March 1999 21 April 1999
Dividend Payments |
1 | 60052618_b0 | 60052618 | 18 months after the date of the passing of this resolution, whichever is the earlier, unless previously varied or
renewed in accordance with the provisions of Section 209 of the Companies Act, 1990."
(Resolution No. 6.)
GRAFTON GROUP PLC
Shareholders should also note that the Board plans to hold an Extraordinary General Meeting of the Company immediately after the Annual General Meeting on 21 April 1999. The purposes of the meeting, details of which will be contained in a separate circular to shareholders, are to consider and, if thought fit, to pass a number of resolutions relating to changes to the Memorandum and Articles of Association arising from the Combined Code on Corporate Governance and the Listing Rules of the Irish Stock Exchange; the adoption of a new Share Option Scheme and the redenomination of the ordinary share capital of the company in Euro.
By order of the Board
C. Rinn, Company Secretary, Grafton Group plc, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18.
Notes
(1) Any member entitled to attend and vote at the meeting is entitled to appoint a proxy (who need not be a member of the Company) to attend, speak and vote in his/her place. Completion of a form of proxy will not affect the right of a member to attend, speak and vote at the meeting in person.
(2) To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or a certified copy of such power or authority) must be lodged with the Company's Registrar, PricewaterhouseCoopers, Registrars Department, Wilton Place, Dublin 2 not later than 12.30p.m. on 19th April 1999.
(3) The Company, pursuant to Regulation 14 of the Companies Act, 1990 (Uncertified Securities) Regulations, 1996, hereby specifies that only those shareholders entered in the register of members of the Company as at 12.30p.m. on 19th April 1999 (or in the case of an adjournment as at 48 hours before the time fixed for the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting.
|
1 | 60052618_b1 | 60052618 | of the prices at which such dealings took place; or
(ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or
Annual Report 1998
(iii) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day
and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any
bid or offer price reported, for any particular day then that day shall not count as one of the said 10 business days
for the purposes of determining the Appropriate Price. If the means of providing the foregoing information as to
dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some
other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by
the relevant authority in relation to dealings on the Irish Stock Exchange or its equivalent. The authority hereby
56
conferred shall expire at the close of business on the day of the next Annual General Meeting of the Company or the
date 18 months after the date of the passing of this resolution, whichever is the earlier, unless previously varied or
renewed in accordance with the provisions of Section 209 of the Companies Act, 1990."
(Resolution No. 6.)
GRAFTON GROUP PLC
Shareholders should also note that the Board plans to hold an Extraordinary General Meeting of the Company immediately after the Annual General Meeting on 21 April 1999. The purposes of the meeting, details of which will be contained in a separate circular to shareholders, are to consider and, if thought fit, to pass a number of resolutions relating to changes to the Memorandum and Articles of Association arising from the Combined Code on Corporate Governance and the Listing Rules of the Irish Stock Exchange; the adoption of a new Share Option Scheme and the redenomination of the ordinary share capital of the company in Euro.
By order of the Board
C. Rinn, Company Secretary, Grafton Group plc, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18.
Notes
(1) Any member entitled to attend and vote at the meeting is entitled to appoint a proxy (who need not be a member of the Company) to attend, speak and |
1 | 60052785_0 | 60052785 | Annual Report and Accounts 1998
Resource Management
QA Group comprises the UK's largest technical training company, a well-known IT contracting business and a respected IT consulting operation. Its range of services combine to create complete solutions that address largescale IT resource management needs, especially those of blue chip companies and public sector organisations.
Enterprise Solutions
Acuma provides enterprise solutions to large organisations. Its skills encompass leading edge technologies such as Unix, Windows NT and Internet/Intranet and the expertise required to implement and support such technologies. Acuma has specialist technology integration, application development, knowledge management and business intelligence expertise.
Contents
Financial highlights
3
Group overview
4
Chairman's statement
6
Operating review
10
Financial review
16
Group management
19
Directors' report
20
Report of the remuneration committee
22
Corporate governance
24
Report by the auditors on corporate
governance matters
25
Directors' responsibilities for the accounts
26
Report of the auditors to the members
of Skillsgroup plc
26
Consolidated profit and loss account
27
Balance sheets
28
Cash flow
29
Statement of total recognised gains
and losses
31
Notes to the accounts
32
Company information
44
Financial summary
45
3
Skillsgroup is a progressive business which focuses on growth sectors of the IT market through two complementary operations which provide resource management and enterprise solutions expertise.
Highlights of the year ended 30 November 1998 include: Turnover for the continuing businesses £162.3 million (1997: £139.7 million) Operating profits for the continuing businesses before central costs increased by 38% to £13.1 million (1997: £9.5 million) Operating margin for the continuing businesses before central costs increased to 8.1% (1997: 6.8%)
Recurring central costs reduced to £1.2 million (1997: £2.0 million) Profit before tax of £14.4 million (1997: £16.3 million loss) Basic earnings per share 12.5p (1997: 23.3p loss)
Final dividend increased to 3.5p per share giving a total dividend for the year of 5 |
1 | 60052785_1 | 60052785 |
Consolidated profit and loss account
27
Balance sheets
28
Cash flow
29
Statement of total recognised gains
and losses
31
Notes to the accounts
32
Company information
44
Financial summary
45
3
Skillsgroup is a progressive business which focuses on growth sectors of the IT market through two complementary operations which provide resource management and enterprise solutions expertise.
Highlights of the year ended 30 November 1998 include: Turnover for the continuing businesses £162.3 million (1997: £139.7 million) Operating profits for the continuing businesses before central costs increased by 38% to £13.1 million (1997: £9.5 million) Operating margin for the continuing businesses before central costs increased to 8.1% (1997: 6.8%)
Recurring central costs reduced to £1.2 million (1997: £2.0 million) Profit before tax of £14.4 million (1997: £16.3 million loss) Basic earnings per share 12.5p (1997: 23.3p loss)
Final dividend increased to 3.5p per share giving a total dividend for the year of 5.0p (1997: 4.2p) Year end inventory totals less than £2.0 million compared with over £22.0 million in 1997 Net cash balances as at 30 November 1998 of £34.1 million
4
SKILLSGROUP OVERVIEW
Group Operations
Skillsgroup
v
v
Group Businesses
Resource Management
Training Resourcing Consulting
Group Activities
Brand 1998 revenues 1998 operating profit Locations Employees Specialist staff
Clients
QA Group £99.7 million £9.0 million 12 UK, 1 Sweden
480 Technical trainers, lecturers, consultants, recruitment consultants
Medium & large corporate companies & public sector
organisations
Enterprise Solutions
Technology Integration
Application Development
Knowledge Management
Business Intelligence
Acuma £62.6 million £4.1 million 4 UK, 1 Sweden
250 Technical consultants,
project managers, system architects, application developers Large corporate
companies
5
Skillsgroup operates through two businesses focused on the resource management and enterprise solutions sectors of the information technology market. These businesses, which are branded QA Group and Acuma, provide services and solutions to many of the UK's largest |
1 | 60052785_2 | 60052785 | .0p (1997: 4.2p) Year end inventory totals less than £2.0 million compared with over £22.0 million in 1997 Net cash balances as at 30 November 1998 of £34.1 million
4
SKILLSGROUP OVERVIEW
Group Operations
Skillsgroup
v
v
Group Businesses
Resource Management
Training Resourcing Consulting
Group Activities
Brand 1998 revenues 1998 operating profit Locations Employees Specialist staff
Clients
QA Group £99.7 million £9.0 million 12 UK, 1 Sweden
480 Technical trainers, lecturers, consultants, recruitment consultants
Medium & large corporate companies & public sector
organisations
Enterprise Solutions
Technology Integration
Application Development
Knowledge Management
Business Intelligence
Acuma £62.6 million £4.1 million 4 UK, 1 Sweden
250 Technical consultants,
project managers, system architects, application developers Large corporate
companies
5
Skillsgroup operates through two businesses focused on the resource management and enterprise solutions sectors of the information technology market. These businesses, which are branded QA Group and Acuma, provide services and solutions to many of the UK's largest companies and public sector organisations. They are complementary and frequently work in partnership with customers to help them achieve their information technology and business objectives.
Resource Management Skillsgroup provides resource management services through its QA branded business which comprises three divisions, each focused on a specific aspect of the market. The business is particularly known for its training expertise as the UK's leading provider of technical training services but also specialises in IT staff resourcing and consulting. Individually, these divisions address specific client projects, collectively they deliver complete resource solutions to meet large-scale IT needs. Central to the capabilities of QA Group is an indepth understanding of technology and its application within business. This knowledge is supplemented by extensive experience of working with companies and public sector organisations of all types. The Strategic Resource Management service provided by QA Group combines skills from each of the three divisions to create tailor-made solutions which address the fundamental IT skills resourcing objectives of clients.
Enterprise Solutions Skillsgroup operates in the enterprise solutions sector through its Acuma branded business which provides systems and services to help organisations derive the most from large-scale computer applications. Acuma's skills extend across the entire enterprise computing arena, including systems based on Windows NT, Unix and Internet-based technologies. |
1 | 60052785_3 | 60052785 | companies and public sector organisations. They are complementary and frequently work in partnership with customers to help them achieve their information technology and business objectives.
Resource Management Skillsgroup provides resource management services through its QA branded business which comprises three divisions, each focused on a specific aspect of the market. The business is particularly known for its training expertise as the UK's leading provider of technical training services but also specialises in IT staff resourcing and consulting. Individually, these divisions address specific client projects, collectively they deliver complete resource solutions to meet large-scale IT needs. Central to the capabilities of QA Group is an indepth understanding of technology and its application within business. This knowledge is supplemented by extensive experience of working with companies and public sector organisations of all types. The Strategic Resource Management service provided by QA Group combines skills from each of the three divisions to create tailor-made solutions which address the fundamental IT skills resourcing objectives of clients.
Enterprise Solutions Skillsgroup operates in the enterprise solutions sector through its Acuma branded business which provides systems and services to help organisations derive the most from large-scale computer applications. Acuma's skills extend across the entire enterprise computing arena, including systems based on Windows NT, Unix and Internet-based technologies. These systems are typically employed to address key business issues such as multi-site communication, systems integration, electronic commerce and business intelligence. Acuma operates through four divisions and employs highly skilled specialists including technical consultants, application developers, systems architects and project managers. The largest division, Technology Integration, works closely with the three software application divisions and provides a route to market which supplements their direct efforts. All four divisions focus on Acuma's chosen industry sectors, an approach which enables the business to provide vertical market applications and solutions.
The Group's two businesses provide a comprehensive range of service and solution activities backed by more than 700 employees.
6
CHAIRMAN'S STATEMENT
The future holds exciting growth opportunities for Skillsgroup and I believe we shall successfully achieve our stated aims.
David R Southworth Chairman
The Board of Skillsgroup is pleased to report a year of significant progress in its determination to become a consistently successful provider of information technology skills and solutions. Our businesses in resource management (QA Group) and enterprise solutions (Acuma) have performed extremely well and have benefited from buoyant trading conditions throughout the year.
Reorganisation and Disposals In line with our strategy of focusing on higher value skillsbased activities, we |
1 | 60052785_b0 | 60052785 | Business Centre 1st Floor 12-14 Great Underbank Stockport Cheshire SK1 1LT
Financial public relations Ludgate Communications 111 Charterhouse Street London EC1M 6AA
Registrars Computershare Services PLC PO Box 82 Caxton House Redcliffe Way Bristol BS99 7NH
Solicitors Addleshaw Booth & Co 100 Barbirolli Square Manchester M2 3AB
Financial Summary
Results summary Turnover Operating profit
base exceptional charges
Profit before taxation and exceptional charges Profit/(loss) before taxation Basic earnings per share Dividend per share
Balance sheet Fixed assets Net current assets Long term liabilities Equity shareholders' funds Average employee numbers Number of shares in issue at 30 November (in millions)
Skillsgroup plc and its subsidiary companies five year record
1998 £m
208.4
12.9 (0.5 ) 12.4
13.9 14.4 12.5 p
5.0 p
1997 £m
377.0
1996 £m
344.3
13.5
13.5
11.6 (16.3 ) (23.3 )p
4.2 p
15.5
15.5
14.3 14.3 12.9 p 3.65 p
1995 £m
342.0
12.7
12.7
12.6 12.6 11.2 p 3.15 p
1994 £m
263.9
7.9
7.9
8.0 8.0 8.2 p 2.6 p
17.3 40.9 (5.6 ) 52.6 821
82.3
24.4 19.7 (3.5 ) 40.6 1,486
81.4
22.9 19.4 (3.8 ) 38.5 1,406
80.7
21.9 24.9 (5.3 ) 41.5 1,243
79.6
17.1 28.5 (8.3 ) 37.3 945
78.2
Skillsgroup plc Bridgford House, Heyes Lane, Alderley Edge, Cheshire, SK9 7JP. Telephone 01625 591200 Registered in England No. 1679488
Internet: www.skillsgroup.co.uk
|
1 | 60052785_b1 | 60052785 | oun (Director)
Secretary Colin J Gibson
Registered office Skillsgroup plc Bridgford House Heyes Lane Alderley Edge Cheshire SK9 7JP Telephone: 01625 591200 Fax: 01625 585591
Registered number 1679488
Resource Management QA Group Limited Cecily Hill Castle Cirencester Gloucestershire GL7 2EF Telephone: 01285 655888
Enterprise Solutions Acuma Solutions Limited 4 St. Crispin Way Haslingden Rossendale Lancashire BB4 4PW Telephone: 01706 830900
Financial Calendar Annual general meeting Final dividend paid Interim results announced Interim dividend payment Full year results announced
7 May 1999 8 May 1999
July 1999 October 1999 February 2000
Financial advisors DLJ Phoenix Securities Limited 99 Bishopgate London EC2M 3XD
Stockbrokers Panmure, Gordon & Co Limited New Broad Street House 35 New Broad Street London EC2M 1NH
Registered auditors PricewaterhouseCoopers Abacus Court 6 Minshull Street Manchester M1 3ED
Bankers Midland Bank plc 17 Bank Street Rawtenstall Rossendale Lancashire BB4 6QS
National Westminster Bank PLC Stockport & Trafford Business Centre 1st Floor 12-14 Great Underbank Stockport Cheshire SK1 1LT
Financial public relations Ludgate Communications 111 Charterhouse Street London EC1M 6AA
Registrars Computershare Services PLC PO Box 82 Caxton House Redcliffe Way Bristol BS99 7NH
Solicitors Addleshaw Booth & Co 100 Barbirolli Square Manchester M2 3AB
Financial Summary
Results summary Turnover Operating profit
base exceptional charges
Profit before taxation and exceptional charges Profit/(loss) before taxation Basic earnings per share Dividend per share
Balance sheet Fixed assets Net current assets Long term liabilities Equity shareholders' funds Average employee numbers Number of shares in issue at 30 November (in millions)
Skillsgroup plc and its subsidiary companies five year record
1998 £m
208.4
12.9 (0.5 ) 12.4
13.9 14.4 12.5 p
5.0 p
1997 £m
377.0
1996 £m
344.3
13.5
13.5
11.6 (16.3 ) (23.3 )p
4.2 p
15.5 |
1 | 60052849_0 | 60052849 | REASONS TO BE CHEERFUL
1998 Annual Report & Accounts
what's a nice girl like you doing in a
place like this?
I own it.
sexism's toast
ANOTHER YEAR.ANDIFANYONE
HAS MANAGED TO SORT OUT THE DIFFERENCE BETWEEN STRESS
AND ENTHUSIASM, THEY HAVEN'T TOLD ME. BUT AT LEAST WE'RE
NOW IN A VERY INTERESTING PLACE, A PLACE WHERE THE
COMPETITION WON'T EASILY FOLLOW.
Much of that has to do with the attitude behind the launch of our new Hemp range. We're taking risks again. The five hemp products are already some of our best sellers in the UK. Hemp is high in protein, essential fatty acids and confusion! And it's back! Demystifying hemp and championing hemp farmers all over the globe while trying to rid the world of dry skin is FUN!
But it is raw politics in Reggio Calabria, Southern Italy, where we are trying to regenerate the local economy by bringing back bergamot. This small bitter citrus fruit produces one of the most exquisite essential oils. What a bitter irony that it comes from such an economically devastated region.
With MAKE YOUR MARK, we are mounting the largest human rights campaign we have ever done. We will access dozens of countries with millions of customers who will make their mark with a thumbprint to recognise the courageous work done by human rights defenders. A campaign like this is part of the DNA of our business. Not only does it fire up our day-to-day lives, but it embodies our conviction that business should be about social responsibility as well as profit.
The self-esteem campaigns across the world have gathered accolades, and a rush of media interest. And as a result we were awarded Campaign's Best International Print Advert 1997. Ruby, our self-esteem icon, was banished from the Hong Kong subway which collected hundreds of column inches and reinforced our position as a company with attitude.
And now for the stress. I know of no guidebooks or signposts that could help us with the monumental changes we're going through. But I do know that anguish is part of the currency of change. It's no picnic moving from a manufacturing, distribution and wholesaling culture to one of fast-paced experiment where our creativity determines the value of the company. |
1 | 60052849_1 | 60052849 | the most exquisite essential oils. What a bitter irony that it comes from such an economically devastated region.
With MAKE YOUR MARK, we are mounting the largest human rights campaign we have ever done. We will access dozens of countries with millions of customers who will make their mark with a thumbprint to recognise the courageous work done by human rights defenders. A campaign like this is part of the DNA of our business. Not only does it fire up our day-to-day lives, but it embodies our conviction that business should be about social responsibility as well as profit.
The self-esteem campaigns across the world have gathered accolades, and a rush of media interest. And as a result we were awarded Campaign's Best International Print Advert 1997. Ruby, our self-esteem icon, was banished from the Hong Kong subway which collected hundreds of column inches and reinforced our position as a company with attitude.
And now for the stress. I know of no guidebooks or signposts that could help us with the monumental changes we're going through. But I do know that anguish is part of the currency of change. It's no picnic moving from a manufacturing, distribution and wholesaling culture to one of fast-paced experiment where our creativity determines the value of the company. It's a process much slower than many would like it to be but so be it. We're doing it our way, which demands a huge amount of reflection, dialogue and consideration. To me, that feels like the only way to run a socially responsive company, especially one that is on course for the future.
HE
DOPED. GANGA, BHANG, WEED, POT,
WHATEVER YOU CALL IT, IS A NARCOTIC DRUG.
Its psychoactive properties are derived from the chemical delta-9 tetrahydracannabinol (THC). The leaves and flowers of the marijuana plant contain up to 20 per cent THC. These leaves are potent symbols of confusion. Are they from pot plants or poor innocent industrial hemp?
MP
DUPED. INDUSTRIAL GRADE HEMP
HAS SUFFERED FROM A BAD CASE OF MISTAKEN IDENTITY.
We've been duped. This hemp is not a drug (it contains less than 1 per cent THC). It is an environmentally sustainable, economically viable supercrop with up to 25,000 potential uses. Such as our new range for dry skin, with hemp seed oil at its heart.
|
1 | 60052849_2 | 60052849 | It's a process much slower than many would like it to be but so be it. We're doing it our way, which demands a huge amount of reflection, dialogue and consideration. To me, that feels like the only way to run a socially responsive company, especially one that is on course for the future.
HE
DOPED. GANGA, BHANG, WEED, POT,
WHATEVER YOU CALL IT, IS A NARCOTIC DRUG.
Its psychoactive properties are derived from the chemical delta-9 tetrahydracannabinol (THC). The leaves and flowers of the marijuana plant contain up to 20 per cent THC. These leaves are potent symbols of confusion. Are they from pot plants or poor innocent industrial hemp?
MP
DUPED. INDUSTRIAL GRADE HEMP
HAS SUFFERED FROM A BAD CASE OF MISTAKEN IDENTITY.
We've been duped. This hemp is not a drug (it contains less than 1 per cent THC). It is an environmentally sustainable, economically viable supercrop with up to 25,000 potential uses. Such as our new range for dry skin, with hemp seed oil at its heart.
AROMA
SMELL AND TOUCH ARE
FUNDAMENTAL TO OUR SENSE OF WELLBEING. THEY CONNECT TO OUR EARLIEST PERCEPTIONS OF NURTURE ON BOTH AN EMOTIONAL AND PHYSICAL LEVEL.
So aromatherapy the use of essential oils to enhance physical and mental wellbeing taps into our most primal drives. And it goes right to the heart of The Body Shop business too. In a massage, in a bath or simply breathed deeply, our Aromatherapy products are all about harmony of mind, body and soul. Who could ask for anything more?
THERAPY
BE RG
AMOT
SMALL AND INEDIBLY BITTER IN ITS RAW
FORM. THE BERGAMOT FRUIT IS UNPREPOSSESSING. THE OIL EXTRACTED FROM IT IS ANYTHING BUT. BERGAMOT OIL IS THE TASTE OF EARL GREY, THE TANG OF THE FIRST EAU DE COLOGNE, A POTENT PICK-ME-UP FOR BODY AND MIND.
Which is why it is a key component of our Aromatherapy |
1 | 60052849_3 | 60052849 | AROMA
SMELL AND TOUCH ARE
FUNDAMENTAL TO OUR SENSE OF WELLBEING. THEY CONNECT TO OUR EARLIEST PERCEPTIONS OF NURTURE ON BOTH AN EMOTIONAL AND PHYSICAL LEVEL.
So aromatherapy the use of essential oils to enhance physical and mental wellbeing taps into our most primal drives. And it goes right to the heart of The Body Shop business too. In a massage, in a bath or simply breathed deeply, our Aromatherapy products are all about harmony of mind, body and soul. Who could ask for anything more?
THERAPY
BE RG
AMOT
SMALL AND INEDIBLY BITTER IN ITS RAW
FORM. THE BERGAMOT FRUIT IS UNPREPOSSESSING. THE OIL EXTRACTED FROM IT IS ANYTHING BUT. BERGAMOT OIL IS THE TASTE OF EARL GREY, THE TANG OF THE FIRST EAU DE COLOGNE, A POTENT PICK-ME-UP FOR BODY AND MIND.
Which is why it is a key component of our Aromatherapy range. We are sourcing most of our bergamot oil from Calabria at the southern tip of Italy, where bergamot was once the linchpin of the local economy. But since cheaper synthetic substitutes became available, many bergamot orchards have been cleared and replaced by now derelict half-built buildings. The traditional social structure has suffered terribly as a result. We are attempting to reverse the decline by buying our oil from Assoberg, a Community Trade producer association. We hope our trade will bring jobs and income to Italy's poorest region.
> 1997
1998 >
WALK INTO ANY NEW-LOOK BRANCH
OF THE BODY SHOP AND THE CHANGES ARE OBVIOUS: LIGHTER, MORE CONTEMPORARY, TIMELESS.
You'll find it easier to shop. That's because our new system is totally flexible. And the most promising feature is that now it's the product, rather than the fixture, that is talking to customers.
I'll be right over.
FOR THE BODY SHOPTO
FLOURISH, WE HAVE TO DEVELOP NEW MODES OF DISTRIBUTION.
THAT IS WHY THE B |
1 | 60052849_b0 | 60052849 | 1988 1979 1982 1980 1984 1991 1987 1985 1986 1986 1979 1983
1976
1988
1987 1985 1987 1980 1989 1993
1985 1993 1984 1990 1990 1997 1986 1993 1984 1986 1996 1987 1987 1983 1988 1993 1983
1983 1989
For shareholder information, please contact: The Investor Relations Department, The Body Shop International PLC,
Watersmead, Littlehampton, West Sussex, BN17 6LS Telephone: 01903 731500
For ADR information, please contact: Shareholder Services, Citibank WWSS Investor Services c/o Citicorp Data Distribution, Inc., P.O. Box 308, Paramus, NJ 07653
Telephone: 1 800 422 2066
REASONS TO BE CHEERFUL
www.the-body-shop.com
[easier to get to than this!]
DESIGN: THE BODY SHOP CREATIVE GREENHOUSE. PHOTOGRAPHY: Front cover SCIENCE PHOTO LIBRARY. Inside front cover HARRIS VOLSIC. Hemp leaf SCIENCE PHOTO LIBRARY. Hemp product MATT SHAVE. Bergamot-woman MAX JOURDAN. Bergamot Fruit BSI. Aromatherapy bottle BSI. Aromatherapy woman ERIC RICHMOND. Old Shop BSI. New Shop MARTIN WONNACOTT. The Body Shop Direct woman SUPERSTOCK VINTAGE. Make Your Mark RIC FELD. Human Rights RICHARD PULLAR. Landmine & COTE Children PETER KYLE. Homeless men SPENCER ROWELL. Ruby ALCHEMY CREATIVE SERVICES/TBS CREATIVE GREENHOUSE. Two in a bed JONATHAN ROOT. Gordon Roddick BSI. Dog Cat Mouse JYTTE BJERREGAARD/LIFE MAGAZINE©TIME Inc. Inside back cover FRANK FOURNIER/LIFE MAGAZINE©TIME Inc. May 1998 ©The Body Shop International Plc, BN17 6LS England E-mail address: info@bodyshop.co.uk Typeset: Wordwork plc Print: Spottiswoode Ballantyne, Colchester. Paper: Printed on 100% recycled paper, supplied by Panther Paper Co. Ltd. AL number 3483
REASONS TO BE CHEERFUL
Our best-selling range in the UK since its launch
|
1 | 60052849_b1 | 60052849 | 3
2
Malaysia
25
22
Oman
4
4
Phillipines
7
3
Qatar
1
1
Saudi Arabia
33
25
Singapore
16*
15
Taiwan
34
21
Thailand
12
9
UAE
5
5
))%!!!011%!!!011
011%!!!011 ))%!!!
308
233
Australia and New Zealand
Australia
62
59
New Zealand
14
12
))%!!!011%!!!011
011%!!!011 76
71
))%!!!
))%!!!011%!!!011
011%!!!011 GRAND TOTAL
))%!!!
1,594
1,491
*Our company shops are located as follows: USA 210, UK 67, Singapore 16, France 15.
Number of countries: 47 Number of languages we trade in: 24
YEAR OF OPENING
1979 1978 1983 1981 1981 1981 1982 1983 1988 1979 1982 1980 1984 1991 1987 1985 1986 1986 1979 1983
1976
1988
1987 1985 1987 1980 1989 1993
1985 1993 1984 1990 1990 1997 1986 1993 1984 1986 1996 1987 1987 1983 1988 1993 1983
1983 1989
For shareholder information, please contact: The Investor Relations Department, The Body Shop International PLC,
Watersmead, Littlehampton, West Sussex, BN17 6LS Telephone: 01903 731500
For ADR information, please contact: Shareholder Services, Citibank WWSS Investor Services c/o Citicorp Data Distribution, Inc., P.O. Box 308, Paramus, NJ 07653
Telephone: 1 800 422 2066
REASONS TO BE CHEERFUL
www.the-body-shop.com
[easier to get to than this!]
DESIGN: THE BODY SHOP CREATIVE GREENHOUSE. PHOTOGRAPHY: Front cover SCIENCE PHOTO LIBRARY. Inside front cover HARRIS VOLSIC. Hemp leaf SCIENCE PHOTO LIBRARY. Hemp product MATT SHAVE. Bergamot-woman MAX JOURDAN. Bergamot Fruit BSI. Aromatherapy |
1 | 60052863_0 | 60052863 | KARO BIO AB (PUBL)
ORG. NO 556309-3359
KARO BIO ANNUAL REPORT
1997
KARO BIO AB (PUBL)
2
ORG. NO 556309-3359
ADMINISTRATION REPORT
BUSINESS CONCEPT Karo Bio is a drug discovery company working with the development of receptor- and tissue-selective drugs for the treatment of important diseases which are affected by nuclear receptors. Tissue-selective means that the drug has the right level of efficacy within the diseased organ with as few side effects as possible in other organs. The business is run in collaboration with international pharmaceutical companies.
RESEARCH AND DEVELOPMENT Of the average number of employees amounting to 58 persons, 50 were active within research and development. This includes four different research programs:
· Estrogen receptors (ER): Women's health care, e.g. menopause problems, osteoporosis, cardiac/vascular diseases and cancer.
· Thyroid hormone receptors (THR): Cardiac arrhythmia, metabolic diseases, glaucoma and skin diseases.
· Glucocorticoid receptors (GR): Type II diabetes and inflammatory diseases.
· Orphan receptors: Discovery and validation of new nuclear receptors.
Great progress has been made within these programs during 1997. The most important was undeniably the determination of the threedimensional structure of the estrogen receptor during February 1997. The structure, which was determined with a natural hormone and with an important pharmaceutical compound, is the first steroid receptor which has ever been determined in this way. The determination of the structure was carried out in collaboration with the University of York, England.
After the end of the fiscal year, Karo Bio and the University of York also determined the structure of the estrogen receptor ß. The fact that Karo Bio has the structures of both the sub-types in its possession dramatically increases the possibility of developing tissue-selective drugs. Karo Bio has also applied for the patent rights for the development of drugs affecting ERß. As before Karo Bio has had the structures for the thyroid hormone receptors and ß. Design and synthesis of compounds which affect these in a desirable way have continued throughout the year.
The compound for the treatment of cardiac arrhythmia, KB 130 015, will be compared with other compounds which Karo Bio has developed before |
1 | 60052863_1 | 60052863 | oid receptors (GR): Type II diabetes and inflammatory diseases.
· Orphan receptors: Discovery and validation of new nuclear receptors.
Great progress has been made within these programs during 1997. The most important was undeniably the determination of the threedimensional structure of the estrogen receptor during February 1997. The structure, which was determined with a natural hormone and with an important pharmaceutical compound, is the first steroid receptor which has ever been determined in this way. The determination of the structure was carried out in collaboration with the University of York, England.
After the end of the fiscal year, Karo Bio and the University of York also determined the structure of the estrogen receptor ß. The fact that Karo Bio has the structures of both the sub-types in its possession dramatically increases the possibility of developing tissue-selective drugs. Karo Bio has also applied for the patent rights for the development of drugs affecting ERß. As before Karo Bio has had the structures for the thyroid hormone receptors and ß. Design and synthesis of compounds which affect these in a desirable way have continued throughout the year.
The compound for the treatment of cardiac arrhythmia, KB 130 015, will be compared with other compounds which Karo Bio has developed before the company can make a decision on submitting an application to commence clinical trials.
KARO BIO AB (PUBL)
3
ORG. NO 556309-3359
Compounds which demonstrate specificity for the glucocorticoid receptor are undergoing development with promising results. These compounds may be significant for the development of drugs against both Type II diabetes and inflammatory diseases. Further progress has been made in the work on determining the threedimensional structure for the glucocorticoid receptor.
The orphan receptor program has been focused on continued characterisation of ERß.
A number of patent applications have been submitted during the year for compounds, design concepts and screening methods.
THE MARKET Drug research throughout the world is undergoing a technological explosion in which increasingly advanced methods and biological mechanisms facilitate the development of constantly improved drugs. Furthermore, even effective drugs are loosing a major share of their market when patent protection expires and the door is opened to generic competition. This has led to a shorter product lifecycle and that the development costs for a drug must be recovered over a shorter period. This has increased requirements for a rapid launch onto as many markets as possible. Many major pharmaceutical companies also have an insufficient number of products under development. |
1 | 60052863_2 | 60052863 | the company can make a decision on submitting an application to commence clinical trials.
KARO BIO AB (PUBL)
3
ORG. NO 556309-3359
Compounds which demonstrate specificity for the glucocorticoid receptor are undergoing development with promising results. These compounds may be significant for the development of drugs against both Type II diabetes and inflammatory diseases. Further progress has been made in the work on determining the threedimensional structure for the glucocorticoid receptor.
The orphan receptor program has been focused on continued characterisation of ERß.
A number of patent applications have been submitted during the year for compounds, design concepts and screening methods.
THE MARKET Drug research throughout the world is undergoing a technological explosion in which increasingly advanced methods and biological mechanisms facilitate the development of constantly improved drugs. Furthermore, even effective drugs are loosing a major share of their market when patent protection expires and the door is opened to generic competition. This has led to a shorter product lifecycle and that the development costs for a drug must be recovered over a shorter period. This has increased requirements for a rapid launch onto as many markets as possible. Many major pharmaceutical companies also have an insufficient number of products under development. Consequently, the pharmaceutical industry's demand for innovative development programmes has increased dramatically. This has increased the value of projects at an early phase of development.
Because of its leading position within the field of nuclear receptors, Karo Bio offers the pharmaceutical industry projects aimed at the jointdevelopment of innovative drugs. In order to achieve success, it is important that Karo Bio's partners have strong in-house research, the ability to quickly conduct clinical tests and to market the products effectively around the world. It is therefore satisfying that during 1997 Karo Bio has concluded agreements on collaboration with companies which adequately fulfil these criteria.
COLLABORATION PARTNERS
BRISTOL-MYERS SQUIBB (BMS) On October 1, 1997, Karo Bio and BMS entered into a three-year collaboration aimed at developing drugs for the treatment of obesity and hypercholesterolemia. Karo Bio received a down-payment at the start of the collaboration and, together with research financing and "milestone payments", total income could amount to MUSD 40 if two products are developed. Karo Bio will also receive royalties on world-wide sales of the products developed through the collaboration.
MERCK & CO. (MERCK) On October 29 |
1 | 60052863_3 | 60052863 | Consequently, the pharmaceutical industry's demand for innovative development programmes has increased dramatically. This has increased the value of projects at an early phase of development.
Because of its leading position within the field of nuclear receptors, Karo Bio offers the pharmaceutical industry projects aimed at the jointdevelopment of innovative drugs. In order to achieve success, it is important that Karo Bio's partners have strong in-house research, the ability to quickly conduct clinical tests and to market the products effectively around the world. It is therefore satisfying that during 1997 Karo Bio has concluded agreements on collaboration with companies which adequately fulfil these criteria.
COLLABORATION PARTNERS
BRISTOL-MYERS SQUIBB (BMS) On October 1, 1997, Karo Bio and BMS entered into a three-year collaboration aimed at developing drugs for the treatment of obesity and hypercholesterolemia. Karo Bio received a down-payment at the start of the collaboration and, together with research financing and "milestone payments", total income could amount to MUSD 40 if two products are developed. Karo Bio will also receive royalties on world-wide sales of the products developed through the collaboration.
MERCK & CO. (MERCK) On October 29, 1997, Karo Bio entered into a three year collaboration with Merck & Co. on the development of drugs which are effective through the estrogen receptor. This is a very broad collaboration which may result in a number of different types of products. Down-payment, research financing and milestone payments may amount to MUSD 80 if two products are developed. Thereafter
KARO BIO AB (PUBL)
4
ORG. NO 556309-3359
royalties will be paid on the sales of the products.
NOVO NORDISK Since 1994, Karo Bio has collaborated with Novo Nordisk on the development of drugs for hormone replacement therapy. The collaboration was concluded in October 1997 and has resulted in a PLP compound. After further preclinical tests, a PLP compound may enter a clinical phase. If development is successful, Karo Bio will receive royalties on future product sales.
SWEDISH INDUSTRIAL DEVELOPMENT FUND Between 1995 and September 1997, the Industrial Development Fund has financed Karo Bio's development of drugs for the treatment of hypercholesterolemia with an amount of MSEK 24. Repayment of the amount plus interest will be made through |
1 | 60052863_b0 | 60052863 | payments, with 14,845 KSEK being taken up as income until 1996 and 9,155 in 1997. Repayment of the amount received plus interest will be made from royalties on the income from the thyroid hormone projects up to and including the year 2010.
The amount reported as a contingent liability is the amount taken up as income plus accrued interest after deduction of the amount to be repaid as of 1997 and which has therefore been carried as a liability.
In addition, the company has made a guarantee commitment of 120 KSEK (0).
Note 14
Inter-company purchases and sales During the year Karo Bio AB has purchased research services from the subsidiary Karo Bio Inc. (USA) for an amount equivalent to 1.522 KSEK (343).
Note 15 Average number of employees
Parent company Huddinge Subsidiary USA
Total for group
1997
No. Of
Of whom
employees
men
57
29
1
1
58
30
1996
No. Of Of whom
employees
men
57
27
0
0
57
27
1995
No. Of
Of whom
employees
men
49
25
0
0
49
25
Note 16
Agreements regarding severance pay Agreements have been made with the President and another executive about severance pay amounting to two annual salaries.
Huddinge February 13, 1998
Per-Olof Mårtensson
/Per-Olof Mårtensson/
Bertil Hållsten
/Bertil Hållsten/
Lars Molinder
/Lars Molinder/
Per Otteskog
/Per Otteskog/ Managing director
Richard Casey
/Richard Casey/
Peter Kushner
/Peter Kushner/
Dan Sten Olsson
/Dan Sten Olsson/
Bo Carlsson
/Bo Carlsson/
Kaija Saarimäki
/Kaija Saarimäki/
Our audit report was submitted on 13 February 1998
ÖHRLINGS COOPERS & LYBRAND AB
Lars Rutenius
/Lars Rutenius/ Authorised Public Accountant
|
1 | 60052863_b1 | 60052863 | . 87,944
Accumulated loss
-33,040 33,040
-54,890 -54,890
Note 11 Accrued expenses
Accrued social security charges Vacation provision Other items Total
Group
Parent company
31 Dec. 1997 31 Dec. 1996 31 Dec. 1997 31 Dec. 1996 31 Dec. 1995
514 3,602 7,525
11,641
1,078 3,237 1,535
5,850
504 3,602 7,502
11,608
1,077 3,237 1,442
5,756
846 2,608 2,991
6,445
Note 12
Pledged assets Karo Bio's securities deposited with Svenska Handelsbanken have been collateral provided for forward contracts. The pledged part of the securities for those contracts, per each year-end, has been specified as pledged assets.
Note 13 Contingent liabilities Since 1995 the Swedish Industrial Development Fund has financed part of Karo Bio's development of pharmaceutical compounds for the treatment of hypercholesterolemia with 24 MSEK. The amount has been paid in two part-payments, with 14,845 KSEK being taken up as income until 1996 and 9,155 in 1997. Repayment of the amount received plus interest will be made from royalties on the income from the thyroid hormone projects up to and including the year 2010.
The amount reported as a contingent liability is the amount taken up as income plus accrued interest after deduction of the amount to be repaid as of 1997 and which has therefore been carried as a liability.
In addition, the company has made a guarantee commitment of 120 KSEK (0).
Note 14
Inter-company purchases and sales During the year Karo Bio AB has purchased research services from the subsidiary Karo Bio Inc. (USA) for an amount equivalent to 1.522 KSEK (343).
Note 15 Average number of employees
Parent company Huddinge Subsidiary USA
Total for group
1997
No. Of
Of whom
employees
men
57
29
1
1
58
30
1996
No. Of Of whom
employees
men
57
27
0
0
57
27 |
1 | 60053100_0 | 60053100 | Annual Report 1998
2 Global Markets 3 Key Events and Financial Highlights 4 Chairman's Statement 6 Chief Executive's Report 10 Financial Review 12 Health, Safety and the Environment 14 The Board 15 Senior Management 16 Report of the Directors 18 Corporate Governance 20 Board Report on Remuneration 24 Directors' Responsibilities Statement 25 Report of the Auditors 26 Consolidated Profit & Loss Account 27 Balance Sheets 28 Cash Flow Statement 28 Reconciliation of Operating Profit to Net Cash Inflow from Operating Activities 29 Statement of Total Recognised Gains and Losses 29 Reconciliation of Movements in Shareholders' Funds 30 Notes to the Financial Statements 52 Shareholders' Information 52 Financial Calendar 53 Shareholder Services 54 Five Year Record
Elementis 8 Annual Report 1998
D Elementis is an international specialty chemicals group with leading market positions in its chosen areas of expertise. The businesses of the Group address their markets through a combination of product leadership, technical expertise and customer understanding. Elementis is committed to creating value for shareholders through organic growth and selective acquisitions that have the capacity to earn returns above the cost of capital, while preserving the integrity of its commitment to the health and safety of employees, their communities and the environment.
Elementis 1 Annual Report 1998
Global Markets
D Elementis operates from over 85 different locations in twelve countries around
the world and has leading, global market positions in a number of businesses.
Elementis Chromium is the world's largest producer
KEY
D Elementis Chromium
of chromium chemicals. Elementis Pigments is the
D Pigments & Specialties
world's second largest manufacturer of synthetic
D Elementis Pigments
iron oxide pigments and Elementis Specialties'
D Rheox
Rheox business is a world leading producer of rheo-
D Elementis Colourants & Additives
logical additives.
D Elementis Performance Polymers
D Elementis Catalysts, Zinc Products & Carboxylates
D Chemical Distribution
D Specialty Rubber
Elementis 2 Annual Report 1998
Key Events and Financial Highlights
January 1998 D Elementis launched as a specialty
chemicals group
D Acquisition of Rheox
February 1998 D Return of capital to shareholders
April 1998 D Pauls Malt sold October 1998 D Interest in Akcros joint venture sold
D Lyndon Cole appointed Group Chief Executive
D Financial Highlights for the |
1 | 60053100_1 | 60053100 | D Elementis operates from over 85 different locations in twelve countries around
the world and has leading, global market positions in a number of businesses.
Elementis Chromium is the world's largest producer
KEY
D Elementis Chromium
of chromium chemicals. Elementis Pigments is the
D Pigments & Specialties
world's second largest manufacturer of synthetic
D Elementis Pigments
iron oxide pigments and Elementis Specialties'
D Rheox
Rheox business is a world leading producer of rheo-
D Elementis Colourants & Additives
logical additives.
D Elementis Performance Polymers
D Elementis Catalysts, Zinc Products & Carboxylates
D Chemical Distribution
D Specialty Rubber
Elementis 2 Annual Report 1998
Key Events and Financial Highlights
January 1998 D Elementis launched as a specialty
chemicals group
D Acquisition of Rheox
February 1998 D Return of capital to shareholders
April 1998 D Pauls Malt sold October 1998 D Interest in Akcros joint venture sold
D Lyndon Cole appointed Group Chief Executive
D Financial Highlights for the year ended 31 December 1998
D Continuing operations sales £534.2 million (1997: £471.5 million) D Operating profit on continuing operations £61.5 million (1997: £44.7 million)* D Profit before tax £49.6 million* D Earnings per share up 2 per cent to 9.0 pence (1997: 8.8 pence)* D Final dividend 3.0 pence per share; total dividends 5.0 pence (1997: 3.6 pence) D £161.1 million of cash raised from balance of disposals programme D £402.2 million of capital returned to shareholders
* before goodwill amortisation and exceptionals
November 1998 D BOCM PAULS sold
February 1999 D New senior management team
announced
Elementis 3 Annual Report 1998
Chairman's Statement
D Jonathan Fry, Chairman. In 1998, we completed the transformation
of the Group into a clearly focused specialty chemicals group. The start of the year saw the successful launch of our new name, Elementis, and new corporate identity. At the end of January, we completed the acquisition of Rheox for £277.8 million and in February we returned £402. |
1 | 60053100_2 | 60053100 | year ended 31 December 1998
D Continuing operations sales £534.2 million (1997: £471.5 million) D Operating profit on continuing operations £61.5 million (1997: £44.7 million)* D Profit before tax £49.6 million* D Earnings per share up 2 per cent to 9.0 pence (1997: 8.8 pence)* D Final dividend 3.0 pence per share; total dividends 5.0 pence (1997: 3.6 pence) D £161.1 million of cash raised from balance of disposals programme D £402.2 million of capital returned to shareholders
* before goodwill amortisation and exceptionals
November 1998 D BOCM PAULS sold
February 1999 D New senior management team
announced
Elementis 3 Annual Report 1998
Chairman's Statement
D Jonathan Fry, Chairman. In 1998, we completed the transformation
of the Group into a clearly focused specialty chemicals group. The start of the year saw the successful launch of our new name, Elementis, and new corporate identity. At the end of January, we completed the acquisition of Rheox for £277.8 million and in February we returned £402.2 million of capital to shareholders.
During the year, we also sold our two remaining Food & Agriculture businesses and our 50 per cent interest in the Akcros joint venture. In the eighteen months since the restructuring programme was announced, the Group has divested its interests in seven non-core businesses, raising some £626 million in cash. Our continuing businesses, like others in the chemicals sector, experienced more difficult trading conditions as the year progressed. This was mainly due to the economic problems in Asia, a slowing in demand from the US coatings industry, the downturn in the oil industry and customer destocking which particularly impacted our chromic oxide sales.
Operating profit on continuing operations, before goodwill amortisation and exceptionals, was £61.5 million, compared to £44.7 million in 1997. The contribution of Rheox, in the 11 months since acquisition, was £20.5 million. Profit before goodwill amortisation, exceptionals and tax, including the results of discontinued operations, was £49.6 million. Basic earnings per share before goodwill and exceptionals increased by 2 per cent year on year to 9.0 pence. Net borrowings at the year end were £48.0 million. The Board is |
1 | 60053100_3 | 60053100 | 2 million of capital to shareholders.
During the year, we also sold our two remaining Food & Agriculture businesses and our 50 per cent interest in the Akcros joint venture. In the eighteen months since the restructuring programme was announced, the Group has divested its interests in seven non-core businesses, raising some £626 million in cash. Our continuing businesses, like others in the chemicals sector, experienced more difficult trading conditions as the year progressed. This was mainly due to the economic problems in Asia, a slowing in demand from the US coatings industry, the downturn in the oil industry and customer destocking which particularly impacted our chromic oxide sales.
Operating profit on continuing operations, before goodwill amortisation and exceptionals, was £61.5 million, compared to £44.7 million in 1997. The contribution of Rheox, in the 11 months since acquisition, was £20.5 million. Profit before goodwill amortisation, exceptionals and tax, including the results of discontinued operations, was £49.6 million. Basic earnings per share before goodwill and exceptionals increased by 2 per cent year on year to 9.0 pence. Net borrowings at the year end were £48.0 million. The Board is recommending a final dividend of 3.0 pence per share making a total for the year of 5.0 pence (1997: 3.6 pence) which will be paid on 4 May 1999 to shareholders on the register on 19 March 1999. Net cash inflow from operating activities was £84.5 million. Our new Group Chief Executive, Lyndon Cole, was appointed in October. Lyndon joined from GE Plastics, a division of General Electric Company (USA), where he was General Manager of the Global Structured Products business based in the US.
Lyndon's experience in international sales, marketing and global management, as well as his early background as a research chemist, is of great value to the Group during this next phase of our development. He replaced Bill Turcan who led the transformation of the Group into Elementis; I would like to thank Bill for his contribution during this important period of change. The senior management team has been significantly strengthened over the past twelve months; changes include the appointment of new heads for each of our four global businesses. I would also like to thank Hugh Mellor and Frances Heaton who will retire from the Board following the Annual General Meeting on 30 April 1999. We will be announcing the appointment of a new non- |
1 | 60053100_b0 | 60053100 | 045.7 (107.6) 1,938.1
32.6 -
32.6
10.3 -
10.3
0.9 -
0.9
6.2 -
6.2
50.0 -
50.0 68.7 118.7 3.8 1.1 123.6
(1.4) 5.9
128.1
(6.5) 121.6 (33.1) (8.1) 80.4
11.3 11.1
11.3 11.1 9.0 1.2 19.7 663.0 (13.7) 711.7
1995 Restated £million
116.6 131.1 137.0 71.7 456.4 1,590.7 2,047.1 (113.8) 1,933.3
24.9 -
24.9
9.2 -
9.2
1.9 -
1.9
6.1 -
6.1
42.1 -
42.1 71.0 113.1 7.9
121.0
0.6 -
121.6 -
(5.4) 116.2 (35.8)
(9.9) 70.5
10.0 11.0
9.9 11.0 9.0 1.2 22.4 675.7 7.4 706.9
1994 Restated £million
109.8 123.3 128.7 63.3 425.1 1,684.9 2,110.0 (105.8) 2,004.2
18.9 -
18.9
8.1 -
(5.4) 2.7
1.1 -
1.1
3.8 (0.3) 3.5
31.9 -
(5.7) 26.2 81.6 107.8 6.5
114.3
10.9 132.5
257.7
(17.6) 240.1 (40.3) (4.8) 195.0
27.8 9.1
27.7 9.1 9.0 1.0 7.2 660.4 (0.6) 702.0
One Great Tower Street London EC3R 5AH
|
1 | 60053100_b1 | 60053100 | isation and exceptionals Elementis 54 Annual Report 1998
1997 Restated £million
126.8 148.8 134.4 61.5 471.5 1,447.7 1,919.2 (93.9) 1,825.3
29.9 -
29.9
8.8 -
(14.9) (6.1)
1.2 (25.0) (23.8)
4.8 (0.8) 4.0
44.7 -
(40.7) 4.0 24.6 28.6 4.7 (0.2) 33.1
(121.8)
(4.8) (93.5)
(9.8) (2.9) (106.2) (4.9) (0.1) (111.2)
(15.5) 8.8
(15.5) 8.8 3.6 2.4 28.3
764.2 450.6 715.3
1996 Restated £million
129.1 149.1 135.7 71.0 484.9 1,560.8 2,045.7 (107.6) 1,938.1
32.6 -
32.6
10.3 -
10.3
0.9 -
0.9
6.2 -
6.2
50.0 -
50.0 68.7 118.7 3.8 1.1 123.6
(1.4) 5.9
128.1
(6.5) 121.6 (33.1) (8.1) 80.4
11.3 11.1
11.3 11.1 9.0 1.2 19.7 663.0 (13.7) 711.7
1995 Restated £million
116.6 131.1 137.0 71.7 456.4 1,590.7 2,047.1 (113.8) 1,933.3
24.9 -
24.9
9.2 -
9.2
1.9 -
1.9
6.1 -
6.1
42.1 -
42.1 71.0 113.1 7.9
121.0
0.6 -
121 |
1 | 60053206_0 | 60053206 | Annual Report
and Form 20-F
19 9 8
1
Contents
Page
Key Achievements in 1998
1
Group Financial Highlights
2
The Businesses at a Glance
5
Chairman's Statement
9
Chief Executive's Review
11
Operational Review
13
Safety, Health and Environment
38
People and Community
42
Financial Review
43
Board of Directors and Officers of the Company 60
Directors' Report
61
Financial Statements
69
Financial statements and notes relating
to the financial statements
69
Principal subsidiaries, joint ventures
and associates
121
Additional information for US investors
122
Group Financial Record
129
Shareholder Information
133
Exchange Rates
138
Definitions
139
Glossary of Terms
140
Cross Reference to Form 20-F
IBC
Zeneca's purpose is to be continuously successful by providing specialised products and services which improve human health, nutrition and quality of life. In achieving this, Zeneca will maintain the following values:
Customer focus We will remain alert to our customers' needs, and respond quickly and positively to them.
Innovation We will be continuously innovative, responding to changes in the global business environment, turning new ideas into practical and profitable products.
Personal development We will encourage everyone in Zeneca continuously to test assumptions, to develop their capabilities and to learn from each other's experience.
Ethical standards We will maintain high professional and ethical standards; we will be open and honest, positive and constructive, and worthy of trust and respect in all our activities.
Social responsibilities We will be welcomed as responsible partners in all the communities in which we operate.
Wealth creation We will seek to create wealth in both the short and long term, so as to improve the value of our shareholders' investment, and to pass on a vibrant and successful company to future generations.
Cautionary statement regarding forward-looking statements In order to utilise the "Safe Harbour" provisions of the United States Private Securities Litigation Reform Act of 1995, Zeneca is providing the following cautionary statement. This Annual Report and Form 20-F 1998 contains certain forward-looking statements with respect to the financial condition, results of operations and business |
1 | 60053206_1 | 60053206 | , Zeneca will maintain the following values:
Customer focus We will remain alert to our customers' needs, and respond quickly and positively to them.
Innovation We will be continuously innovative, responding to changes in the global business environment, turning new ideas into practical and profitable products.
Personal development We will encourage everyone in Zeneca continuously to test assumptions, to develop their capabilities and to learn from each other's experience.
Ethical standards We will maintain high professional and ethical standards; we will be open and honest, positive and constructive, and worthy of trust and respect in all our activities.
Social responsibilities We will be welcomed as responsible partners in all the communities in which we operate.
Wealth creation We will seek to create wealth in both the short and long term, so as to improve the value of our shareholders' investment, and to pass on a vibrant and successful company to future generations.
Cautionary statement regarding forward-looking statements In order to utilise the "Safe Harbour" provisions of the United States Private Securities Litigation Reform Act of 1995, Zeneca is providing the following cautionary statement. This Annual Report and Form 20-F 1998 contains certain forward-looking statements with respect to the financial condition, results of operations and business of Zeneca and certain of the plans and objectives of Zeneca with respect to these items. In particular, among other statements, certain statements contained in the AnnualReport, including the "Chairman's Statement" and "Chief Executive's Review", and certain statements contained in the 1998 Form 20-F, including the statements in "Item 1 Description of Business" with regard to strategic vision, management objectives, estimated filing and launch dates for products in development, patent protection, trends in market shares, trends in competitive position and product volumes and environmental obligations, the statements in "Item 9 Management's Discussion and Analysis of Financial Condition and Results of Operations" with regard to trends in results of operations, margins, overall market trends, debt levels, risk management, market risk and exchange rates, the statements in"Item 3 Legal Proceedings" with regard to the likely outcome and financial impact on Zeneca of litigation and other proceedings and the statements in "Item 9A Quantitative and Qualitative Disclosures about Market Risk" with regard to risk management, market risk and exchange rates are forward-looking in nature. By their nature, forward-looking statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of |
1 | 60053206_2 | 60053206 | of Zeneca and certain of the plans and objectives of Zeneca with respect to these items. In particular, among other statements, certain statements contained in the AnnualReport, including the "Chairman's Statement" and "Chief Executive's Review", and certain statements contained in the 1998 Form 20-F, including the statements in "Item 1 Description of Business" with regard to strategic vision, management objectives, estimated filing and launch dates for products in development, patent protection, trends in market shares, trends in competitive position and product volumes and environmental obligations, the statements in "Item 9 Management's Discussion and Analysis of Financial Condition and Results of Operations" with regard to trends in results of operations, margins, overall market trends, debt levels, risk management, market risk and exchange rates, the statements in"Item 3 Legal Proceedings" with regard to the likely outcome and financial impact on Zeneca of litigation and other proceedings and the statements in "Item 9A Quantitative and Qualitative Disclosures about Market Risk" with regard to risk management, market risk and exchange rates are forward-looking in nature. By their nature, forward-looking statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from that expressed or implied by these forward-looking statements. These factors include, among other things, exchange rate fluctuations, the risk that R&D will not yield new products that achieve commercial success, the impact of competition, price controls and price reductions, risk of loss or expiration of patents or trademarks, difficulties of obtaining and maintaining governmental approvals for products, the risk of substantial product liability claims, exposure to environmental liability and the risks related to the proposed merger with Astra, including the difficulty of integrating Astra's and Zeneca's large and complex businesses on a timely basis and realising synergies.
Zeneca Annual Report and Form 20-F 1998
Key Achievements in 1998
· Group sales up 6%; at constant currency up 10%
· Group profit before exceptional items and taxation down 2%; at constant currency up 10%
· EPS before exceptional items down 1%; at constant currency up 11%
· New pharmaceutical products launched since 1995 collectively contributed 28% of total sales in 1998
· Nolvadex approved in the US as the first and only drug for the reduction of the incidence of breast cancer in women at high risk of developing the disease
· Pharmaceuticals' development pipeline |
1 | 60053206_3 | 60053206 | factors that could cause actual results and developments to differ materially from that expressed or implied by these forward-looking statements. These factors include, among other things, exchange rate fluctuations, the risk that R&D will not yield new products that achieve commercial success, the impact of competition, price controls and price reductions, risk of loss or expiration of patents or trademarks, difficulties of obtaining and maintaining governmental approvals for products, the risk of substantial product liability claims, exposure to environmental liability and the risks related to the proposed merger with Astra, including the difficulty of integrating Astra's and Zeneca's large and complex businesses on a timely basis and realising synergies.
Zeneca Annual Report and Form 20-F 1998
Key Achievements in 1998
· Group sales up 6%; at constant currency up 10%
· Group profit before exceptional items and taxation down 2%; at constant currency up 10%
· EPS before exceptional items down 1%; at constant currency up 11%
· New pharmaceutical products launched since 1995 collectively contributed 28% of total sales in 1998
· Nolvadex approved in the US as the first and only drug for the reduction of the incidence of breast cancer in women at high risk of developing the disease
· Pharmaceuticals' development pipeline further strengthened by the addition of four new chemical entities (NCEs) through in-licensing agreements
· Further launches and significantly increased sales for the innovative, broad-spectrum fungicide, Amistar
· Successful integration of the worldwide Bravo fungicide business, acquired from Ishihara Sangyo Kaisha, earnings neutral in its first year and contributing to Agrochemicals' growth strategy
· Specialties' rationalisation and growth programme continued to deliver benefits: 16% increase in operating profit, at constant currency
· Group research and development further strengthened through four new external collaborations (two pharmaceuticals, two agrochemicals)
· November announcement of intention to consider possible divestment of the Specialties business to potential buyers who would offer Specialties additional growth opportunities
· Proposed merger with Astra, announced in December, will strengthen the Pharmaceuticals business in key areas of research and development, global marketing reach and greater financial flexibility
1
Zeneca Annual Report and Form 20-F 1998
Group Financial Highlights
Zeneca is active in the following areas of business: Zeneca Pharmaceuticals provides ethical medicines for serious health conditions. Salick Health Care, Inc. is a leading US provider of cancer diagnostic and treatment services. Zeneca |
1 | 60053206_b0 | 60053206 | statements Note 32 Emoluments of Directors
108
11 Compensation of Directors and Officers
Directors' Report Report of the Board on Remuneration of Directors
66
Financial Statements Notes relating to the financial statements:
Note 31 Directors' interests in shares and debentures
106
Note 32 Emoluments of Directors
108
12 Options to purchase securities from registrant or subsidiaries
Financial Statements Notes relating to the financial statements Note 31 Directors' interests in shares and debentures
106
Shareholder Information Options to purchase securities from registrant or subsidiaries
137
13 Interest of management in certain transactions
Notes relating to the financial statements Note 36 Statutory and other information
117
14 Description of securities to be registered
n/a
15 Defaults upon senior securities
n/a
16 Changes in securities, changes in security for registered securities and use of proceeds
n/a
17 Financial Statements
n/a
18 Financial Statements
Financial Statements (excluding Directors' responsibilities on page 70)
70
19 Financial Statements and exhibits
See Item 18
The information in this document that is referenced above and some of the information in the Merger Supplement is included in the Annual Report on Form 20-F for 1998 (1998 Form 20-F) and is filed with the Securities and Exchange Commission (SEC). The 1998 Form 20-F is the only document intended to be incorporated by reference into any filings by Zeneca under the Securities Act of 1933, as amended. References above to major headings include all information under such major headings, including subheadings. References above to subheadings include only the information contained under such subheadings. Tabular data in the margins and graphs are not included unless specifically identified above. The 1998 Form 20-F has not been appro ved or disapproved by the SEC nor has the SEC passed upon the accuracy or adequacy of the 1998 Form 20-F. The 1998 Form 20-F filed with the SEC may contain modified information and may be updated from time to time.
ZENECA GROUP PLC
Registered Office
15 Stanhope Gate London W1Y 6LN Telephone (0171) 304 5000 Internet Address: http://www.zeneca.com
Registered No. 2723534
|
1 | 60053206_b1 | 60053206 |
110
2 Description of property
Operational Review Description of propert y
33
3 Legal Proceedings
Financial Statements Notes relating to the financial statements Note 33 Commitments and contingent liabilities
110
4 Control of registrant
Shareholder Information control of registrant
134
5 Nature of trading market
Shareholder Information nature of trading market
133
6 Exchange controls and other limitations affecting security holders
Shareholder Information exchange controls and other limitations affecting security holders
138
7 Taxation
Shareholder Information Taxation for US residents
136
8 Selected financial data
Group Financial Record
129
9 Management's discussion and analysis of financial condition and results of operations
Financial Review
43
9A Quantitative and qualitative disclosure about market risk
Financial Review:
Treasury Policy
54
Financial Instrument Sensitivity Analysis
55
10 Directors and officers of registrant
Board of Directors and Officers of the Company 1998
60
Directors' Report Corporate Governance
61
Financial Statements Notes relating to the financial statements Note 32 Emoluments of Directors
108
11 Compensation of Directors and Officers
Directors' Report Report of the Board on Remuneration of Directors
66
Financial Statements Notes relating to the financial statements:
Note 31 Directors' interests in shares and debentures
106
Note 32 Emoluments of Directors
108
12 Options to purchase securities from registrant or subsidiaries
Financial Statements Notes relating to the financial statements Note 31 Directors' interests in shares and debentures
106
Shareholder Information Options to purchase securities from registrant or subsidiaries
137
13 Interest of management in certain transactions
Notes relating to the financial statements Note 36 Statutory and other information
117
14 Description of securities to be registered
n/a
15 Defaults upon senior securities
n/a
16 Changes in securities, changes in security for registered securities and use of proceeds
n/a
17 Financial Statements
n/a
18 Financial Statements
Financial Statements (excluding Directors' responsibilities on page 70)
70
19 Financial Statements and |
1 | 60053302_0 | 60053302 | Managing for Value
Annual Report and Form 20-F 1998
Results Summary
% Change
1998
1997
As
At constant
reported exchange rates
Sales (a)
£4,106m £4,173m
2%
+4%
Trading profit before exceptional items and restructuring costs (a)
£642m £624m
+3%
+8%
Trading margin before exceptional items (a) 15.3% 14.5% +0.8pts +0.8pts
Profit before tax, exceptional items and disposals
£609m £575m
+6% +11%
Basic earnings per share
35.0p
68.7p
N/A
N/A
Underlying earnings per share (b)
39.4p
37.2p
+6% +11%
Net dividend per share
19.0p
18.0p
+6%
+6%
Capital expenditure (a)
£162m £209m
22%
18%
Marketing expenditure (a)
£726m £706m
+3%
+6%
Free cash flow
£157m £157m
Nil
N/A
Total Group employees
38,656 41,320
6%
N/A
(a) From continuing operations (b) Represents Basic earnings per share adjusted to exclude exceptional items and gains and losses on disposals of subsidiaries and investments
Contents
Page
1 Letter to Shareowners
3
2 Description of Business
21
3 Operating and Financial Review
31
4 Report of the Directors
57
5 Financial Record
77
6 Financial Statements
83
7 Shareholder Information
135
Glossary
147
Cross reference to Form 20-F
148
Index
150
This is the Annual Report and Form 20-F for the year ended 2 January 1999. It contains the annual report and accounts in accordance with UK generally accepted accounting principles and regulations and |
1 | 60053302_1 | 60053302 | £162m £209m
22%
18%
Marketing expenditure (a)
£726m £706m
+3%
+6%
Free cash flow
£157m £157m
Nil
N/A
Total Group employees
38,656 41,320
6%
N/A
(a) From continuing operations (b) Represents Basic earnings per share adjusted to exclude exceptional items and gains and losses on disposals of subsidiaries and investments
Contents
Page
1 Letter to Shareowners
3
2 Description of Business
21
3 Operating and Financial Review
31
4 Report of the Directors
57
5 Financial Record
77
6 Financial Statements
83
7 Shareholder Information
135
Glossary
147
Cross reference to Form 20-F
148
Index
150
This is the Annual Report and Form 20-F for the year ended 2 January 1999. It contains the annual report and accounts in accordance with UK generally accepted accounting principles and regulations and incorporates the annual report on Form 20-F for the Securities and Exchange Commission in the US.
A Summary Financial Statement for the year ended 2 January 1999 has been sent to all shareholders who have not elected to receive this Annual Report and Form 20-F.
The Annual General Meeting will be held on Thursday, 6 May 1999. The Notice of Meeting, details of the business to be transacted and arrangements for the Meeting are contained in the separate Annual General Meeting booklet sent to all shareholders.
Cadbury Schweppes 1 Annual Report and Form 20-F 1998
2 Cadbury Schweppes Annual Report and Form 20-F 1998
This page is intentionally blank
Letter to Shareowners Letter Managing for Value within Cadbury Schweppes
Contents Glossary Cross reference to Form 20-F Index
1 5 10
1 147 148 150
Cadbury Schweppes 3 Annual Report and Form 20-F 1998
4 Cadbury Schweppes Annual Report and Form 20-F 1998
1 Letter to Shareowners
1998 was an important year for Cadbury Schweppes for three key reasons:
1 During the year we announced a number of important strategic initiatives:
s By far the most important |
1 | 60053302_2 | 60053302 | incorporates the annual report on Form 20-F for the Securities and Exchange Commission in the US.
A Summary Financial Statement for the year ended 2 January 1999 has been sent to all shareholders who have not elected to receive this Annual Report and Form 20-F.
The Annual General Meeting will be held on Thursday, 6 May 1999. The Notice of Meeting, details of the business to be transacted and arrangements for the Meeting are contained in the separate Annual General Meeting booklet sent to all shareholders.
Cadbury Schweppes 1 Annual Report and Form 20-F 1998
2 Cadbury Schweppes Annual Report and Form 20-F 1998
This page is intentionally blank
Letter to Shareowners Letter Managing for Value within Cadbury Schweppes
Contents Glossary Cross reference to Form 20-F Index
1 5 10
1 147 148 150
Cadbury Schweppes 3 Annual Report and Form 20-F 1998
4 Cadbury Schweppes Annual Report and Form 20-F 1998
1 Letter to Shareowners
1998 was an important year for Cadbury Schweppes for three key reasons:
1 During the year we announced a number of important strategic initiatives:
s By far the most important was the proposed disposal of our Beverages operations outside the US. This is subject to regulatory approvals and will take some months to complete.
As a result of this development, your Company will have a stronger business base comprising global confectionery and US beverages. On receipt of the disposal proceeds we will have significant resources available for further development of the Group, both organically and by acquisition.
Other developments were:
s The strengthening of our route to market for our soft drinks brands within the US
s The acquisition of the Wedel confectionery business in Poland.
2 1998 was also the first full year in which our Managing for Value programme was adopted throughout Cadbury Schweppes. The impact of this programme has had a major influence on both our operational and strategic decision making processes and on the culture and behavioural characteristics of the Company.
3 Finally, against a background of substantial economic upheaval, particularly in Asia and Eastern Europe, your business performed strongly in trading terms.
Sales from continuing operations of £4,106 million increased by 4%, excluding the adverse impact of exchange rate movements. On a constant exchange rate basis, profit before tax, exceptionals and disposals increased by 11% to £609 million. Disposals realised a pre-tax profit |
1 | 60053302_3 | 60053302 | was the proposed disposal of our Beverages operations outside the US. This is subject to regulatory approvals and will take some months to complete.
As a result of this development, your Company will have a stronger business base comprising global confectionery and US beverages. On receipt of the disposal proceeds we will have significant resources available for further development of the Group, both organically and by acquisition.
Other developments were:
s The strengthening of our route to market for our soft drinks brands within the US
s The acquisition of the Wedel confectionery business in Poland.
2 1998 was also the first full year in which our Managing for Value programme was adopted throughout Cadbury Schweppes. The impact of this programme has had a major influence on both our operational and strategic decision making processes and on the culture and behavioural characteristics of the Company.
3 Finally, against a background of substantial economic upheaval, particularly in Asia and Eastern Europe, your business performed strongly in trading terms.
Sales from continuing operations of £4,106 million increased by 4%, excluding the adverse impact of exchange rate movements. On a constant exchange rate basis, profit before tax, exceptionals and disposals increased by 11% to £609 million. Disposals realised a pre-tax profit of £38 million. A £68 million exceptional charge to the profit and loss account primarily relates to the write-down of the confectionery assets in Russia in the wake of the economic collapse in that country. Underlying earnings per share of 39.4p were 11% higher than last year on a constant exchange rate basis.
Sir Dominic Cadbury, Chairman (left) John Sunderland, Group Chief Executive
Cadbury Schweppes 5 Annual Report and Form 20-F 1998
1 Letter to Shareowners
Carbonated soft drinks market share by region
Market Share
US
15%
Western Europe
3%
Eastern Europe
3%
Latin America
3%
Asia Pacific
2%
Africa
4%
Pro forma Trading Profit* Group profit before beverages disposal
Remaining beverages business in US, France and South Africa Disposal of beverages business Confectionery
Group profit after beverages disposal
Beverages Confectionery
*Excluding restructuring costs
and exceptional items
Sale of the Non-US Beverages Operations
Without doubt the most significant event during 1998 was our agreement in December |
1 | 60053302_b0 | 60053302 | Wispa)
Working capital
50
Wroclaw
24
Y Year 2000 Yemen York
8,32,51 45 24
Z
Zambia
45
Zimbabwe
45
Cadbury Schweppes 151 Annual Report and Form 20-F 1998
Enquiries For enquiries regarding shareholdings that are not appropriate for either of the Registrars or the ADS Depositary, please contact the Secretary. For enquiries of a general nature regarding the Company and for Investor Relations enquiries, please contact Corporate Communications. Cadbury Schweppes plc 25 Berkeley Square London W1X 6HT Telephone: 0171-409 1313
(44) 171-409 1313 http://www.cadburyschweppes.com
The Company's commitment to environmental issues has been reflected in the production and despatch of this Annual Report and Form 20-F. The papers are: cover and text pages 1 to 20: Galerie Art Silk, manufactured in Finland; and text pages 21 to 152: Solaire, manufactured in Scotland. Galerie Art Silk is a coated paper with fibre sourced predominantly from Finnish sources which are all accredited to international environmental standard ISO 14001. The paper is elemental chlorine free, is fully biodegradable and recyclable. It holds the Nordic Swan Label awarded for low emissions during production. The receiving watercourse for the water used in production has a healthy population of freshwater fish. Solaire is an uncoated paper with fibre sourced from virgin wood pulp from sustainable forests including forest thinnings, sawmill residues and from mill waste. Pulps used are elemental chlorine free. Water used in the paper's manufacture is suitably treated and returned to source in accordance with strict local laws. The inks, with the exception of the gold metallic ink on the cover, and the varnish are all soya based. The polywrap in which this Report has been despatched to shareholders is totally recyclable. Photography: Pages 4, 12, 15, 16, 18 (two middle pictures) and 19: John Wildgoose Pages 13, 14, 17 and 18 (left hand picture): Adam Mitchinson Page 18 (right hand picture): James Farrant Page 58: Simon Potter Typeset by Asset Graphics Printed in England by Pillans & Wilson Greenaway
152 Cadbury Schweppes Annual Report and Form 20-F 1998
|
1 | 60053302_b1 | 60053302 |
Trebor Extra Strong Mints
13
Trebor Softfruits
38
Trebor Softmints
24
Treasury Risk Management 53,115
Trinaranjus
23,43
Trumbull
29
Turnover
86,94
U
UK/United Kingdom 24,36,38,43,45
UK National Lottery (see Camelot
Group plc)
US Beverages
6,9,22
US GAAP Financial Record 82,110,130
US (see also Americas)
5,6,22,23,24,25,26,37,46,48
V
Value Based Management
11,18,22,33,36,37,38
Vietnam
44
W Weather Wedel Wedel's Gorzka Wedel's Mleczna Wedel's Pasjonata Welch's
23,24,36,44,47 5,7,17,24 17 17 17 23,26
West Africa
30
Wispa (see Cadbury's Wispa)
Working capital
50
Wroclaw
24
Y Year 2000 Yemen York
8,32,51 45 24
Z
Zambia
45
Zimbabwe
45
Cadbury Schweppes 151 Annual Report and Form 20-F 1998
Enquiries For enquiries regarding shareholdings that are not appropriate for either of the Registrars or the ADS Depositary, please contact the Secretary. For enquiries of a general nature regarding the Company and for Investor Relations enquiries, please contact Corporate Communications. Cadbury Schweppes plc 25 Berkeley Square London W1X 6HT Telephone: 0171-409 1313
(44) 171-409 1313 http://www.cadburyschweppes.com
The Company's commitment to environmental issues has been reflected in the production and despatch of this Annual Report and Form 20-F. The papers are: cover and text pages 1 to 20: Galerie Art Silk, manufactured in Finland; and text pages 21 to 152: Solaire, manufactured in Scotland. Galerie Art Silk is a coated paper with fibre sourced predominantly from Finnish sources which are all accredited to |
1 | 60053317_0 | 60053317 | Pearson plc Annual Repor t 1998
COMPACT INTERNET VERSION PRODUCED BY KEYMEDIA DESIGN LTD
contents
2 Financial highlights 3 Chairman's statement 4 Chief executive's review 6 The management team 8 The Pearson Company 10 The Pearson goals 12 The results 14 Pearson Education 18 The Penguin Group 22 Pearson Television 26 The Financial Times Group 30 Recoletos 32 Associates 33 Financial review 36 Financial policy 39 Board of directors 40 Report of the directors 46 Personnel committee report 53 Auditors' report 54 Profit and loss account 55 Balance sheet 56 Cash flows 58 Notes to the accounts 89 Five year summary 91 Shareholder information 92 Financial index
Principal offices
Financial highlights £ M $ M*
Sales Operating profit** Operating cash flow** Adjusted earnings per share Dividends per share
1998
2,395 389 392
42.0p 21.0p
1997
2,293 328 159
34.9p 19.5p
1998
3,976 646 651
69.7¢ 34.9¢
1997
%
3,806 544 264
57.9¢ 32.4¢
+4 + 19 + 14 7 + 20
+8
Adjusted earnings P E R S H A R E Free cash flow P E R S H A R E Dividends P E R S H A R E
98
42.0p
97
34.9p
96
30.6p
9 8 ** 9 7 *** 96
43.2p 22.9p 19.2p
98
21.0p
97
19.5p
96
18.0p
* US dollars at an exchange rate of $1.66 ** Before goodwill and exceptional costs *** Before effect of Penguin improper accounting
Dennis Stevenson
CHAIRMAN
The overriding aim of your board and management is to deliver
better and more consistent results for Pearson. In 1997, we reported progress. For 1998, we've taken another step in that right direction. Adjusted earnings were up 20%, and based on this, the board recommends a dividend of 21p, up 8% over last year.
In spite of a few scares, a generally benign economic environment in our major markets helped. But our progress has been due mostly to the creative and commercial talents of our people. We |
1 | 60053317_1 | 60053317 | +8
Adjusted earnings P E R S H A R E Free cash flow P E R S H A R E Dividends P E R S H A R E
98
42.0p
97
34.9p
96
30.6p
9 8 ** 9 7 *** 96
43.2p 22.9p 19.2p
98
21.0p
97
19.5p
96
18.0p
* US dollars at an exchange rate of $1.66 ** Before goodwill and exceptional costs *** Before effect of Penguin improper accounting
Dennis Stevenson
CHAIRMAN
The overriding aim of your board and management is to deliver
better and more consistent results for Pearson. In 1997, we reported progress. For 1998, we've taken another step in that right direction. Adjusted earnings were up 20%, and based on this, the board recommends a dividend of 21p, up 8% over last year.
In spite of a few scares, a generally benign economic environment in our major markets helped. But our progress has been due mostly to the creative and commercial talents of our people. We are achieving better results because our management have the confidence to set both more adventurous strategic goals and more demanding financial targets, and all the people who work in Pearson have the ability and motivation to meet them.
We have continued to rationalise and reshape Pearson. As a result, computer games, consumer magazines and theme parks no longer figure in our future. Our television, consumer publishing and business information operations are all using their stronger market positions to launch themselves in new directions. And we've made by far the largest single investment in Pearson's history to create the world's leading education business. The integration of the Simon & Schuster businesses is the most complex and potentially rewarding project we've ever undertaken.
As a result of all this activity, the company described in this report is very different from the Pearson of two years ago, even the Pearson of one year ago. Consequently, the value of the Company and the future expectations of our shareholders are both much greater than they were a year ago.
If we are to meet our shareholders' expectations we must ensure that we are able to retain the outstanding managers who have created the success and indeed recruit more of the same. The majority of our top executives work outside the UK and their current compensation is uncompetitive on an international |
1 | 60053317_2 | 60053317 | are achieving better results because our management have the confidence to set both more adventurous strategic goals and more demanding financial targets, and all the people who work in Pearson have the ability and motivation to meet them.
We have continued to rationalise and reshape Pearson. As a result, computer games, consumer magazines and theme parks no longer figure in our future. Our television, consumer publishing and business information operations are all using their stronger market positions to launch themselves in new directions. And we've made by far the largest single investment in Pearson's history to create the world's leading education business. The integration of the Simon & Schuster businesses is the most complex and potentially rewarding project we've ever undertaken.
As a result of all this activity, the company described in this report is very different from the Pearson of two years ago, even the Pearson of one year ago. Consequently, the value of the Company and the future expectations of our shareholders are both much greater than they were a year ago.
If we are to meet our shareholders' expectations we must ensure that we are able to retain the outstanding managers who have created the success and indeed recruit more of the same. The majority of our top executives work outside the UK and their current compensation is uncompetitive on an international basis.
At this year's AGM, therefore, we will be proposing a new approach to the long-term incentivisation of our senior managers which is consistent with our overall compensation approach. The details are set out in the circular to shareholders which accompanies this report. In principle, we are proposing a scheme which will ensure that if our management produce outstanding performance, they will earn rather more than under the current scheme. They will get these rewards, however, only if they deliver exceptional benefit to shareholders.
This was a good year for Pearson. We delivered good results, and we made progress toward creating better results more consistently. These results are the work of more than 20,000 Pearson colleagues who work in over 50 countries around the world. The board thanks them for their success and welcomes the fact that, through the new Company-wide bonus and share ownership plans we have introduced, they all now have the chance of a much more direct benefit from Pearson's future success. That keeps us all going in the same direction.
Chief Executive's review
It pays to think big, as long as you pay attention to the details.
1998 was one of the best years in Pearson's history. Looking at the big picture, in virtually every country trends continued to move |
1 | 60053317_3 | 60053317 | basis.
At this year's AGM, therefore, we will be proposing a new approach to the long-term incentivisation of our senior managers which is consistent with our overall compensation approach. The details are set out in the circular to shareholders which accompanies this report. In principle, we are proposing a scheme which will ensure that if our management produce outstanding performance, they will earn rather more than under the current scheme. They will get these rewards, however, only if they deliver exceptional benefit to shareholders.
This was a good year for Pearson. We delivered good results, and we made progress toward creating better results more consistently. These results are the work of more than 20,000 Pearson colleagues who work in over 50 countries around the world. The board thanks them for their success and welcomes the fact that, through the new Company-wide bonus and share ownership plans we have introduced, they all now have the chance of a much more direct benefit from Pearson's future success. That keeps us all going in the same direction.
Chief Executive's review
It pays to think big, as long as you pay attention to the details.
1998 was one of the best years in Pearson's history. Looking at the big picture, in virtually every country trends continued to move in the direction of our businesses the focus on public education; the rise of the English language; the shift of power from sellers to customers, who can increasingly design for themselves the information packages they want. We put our money on these trends, reshaping Pearson into four related businesses with commanding market positions, and the results so far have been rewarding. To prepare the way, we sold almost £1bn of our assets, many of them fine businesses in their own right that were simply worth more to others. We regretted, for instance, the need to part with The Tussauds Group, a business that had added to both Pearson's charm and its bottom line for the last 20 years. But these disposals created room for us to complete the largest acquisition in Pearson's history, paying £2.9bn for the Simon & Schuster businesses. This tripled the size of Pearson Education and jumped us to the front of the expanding worldwide education market, a business that will produce healthy growth and profits for many years. But profits are not our only goal. As a result of this acquisition, Pearson Education now has emerged as the world's leading supplier of the tools for education. Education hasn't been the only business in which we've achieved the scale we need to succeed |
1 | 60053317_b0 | 60053317 | Related parties 84 Reserves 78 Sales 54, 60, 61 Sector analysis 60, 61, 66, 69 Share capital and options 77, 78 Shareholders' funds 55, 57 Stocks 71 Taxation 54, 64, 76
92
Principal offices
Pearson plc
registered office
Pearson Inc. Pearson Education
Penguin Group Pearson Television Financial Times Group
Les Echos Recoletos
3 Burlington Gardens, London W1X 1LE, UK T E L 0171 411 2000 F A X 0171 411 2390 W E B S I T E http://www.pearson.com E - M A I L firstname.lastname @ pearson.com R E G I S T E R E D N U M B E R 53723 (England)
30 Rockefeller Plaza, 50th floor New York City, NY 10112-5095, USA T E L 001 212 641 2400 F A X 001 212 641 2500 E - M A I L firstname.lastname @ pearson-inc.com
One Lake Drive Upper Saddle River, NJ 07458, USA T E L 001 201 236 7000 F A X 001 201 236 3381 E - M A I L firstname.lastname @ pearsoned.com
375 Hudson Street New York City, NY 10014, USA T E L 001 212 366 2000 F A X 001 212 366 2666 E - M A I L initiallastname@ penguin.com
1 Stephen Street London W1P 1PJ, UK T E L 0171 691 6000 F A X 0171 691 6100 E - M A I L firstname.lastname@ pearsontv.com
Number One Southwark Bridge London SE1 9HL, UK T E L 0171 873 3000 F A X 0171 407 5700 E - M A I L firstname.lastname @ ft.com
46 Rue la Boétie Paris 75008, France T E L 00 33 149 53 6565 F A X 00 33 142 89 1400 E - M A I L initiallastname @ lesechos.fr
Paseo de la Castellana 66 28046 Madrid, Spain T E L 00 34 91 337 3220 F A X 00 34 91 337 3771 E - M A I L initiallastname @ recoletos.es
|
1 | 60053317_b1 | 60053317 | ..... O C T O B E R
91
FINANCIAL INDEX
........................................................................................................................................................................................................
Accounting policies 58, 59 Acquisitions 79, 80, 81 Adjusted earnings per share 65 Auditors
Remuneration 62 Report to members 53 Balance sheets Company 85 Group 55 Capital commitments 68 Capital employed 61 Capital expenditure 68 Cash flow 56, 82, 83 Cash at bank and in hand 72, 75 Contingent liabilities 84 Creditors, other 76 Debtors 72 Deferred taxation 76 Depreciation 62, 68 Diluted earnings per share 65 Disposals 81, 82 Dividends 54, 64 Earnings per share 65 Employee information 65, 66, 67 Fair value 79, 80 Financial instruments 73, 74, 75
Five year summary 89, 90 Fixed assets, tangible 68 Geographical analysis 60, 61, 66, 69 Goodwill 67, 78, 79, 81, 82 Historical cost profits and losses 57 Intangible assets 67 Interest 54, 63 Investments 71, 72 Leases 62, 68, 83 Other operating income 62 Partnerships and
other associates 68, 69, 70, 71 Pensions 66, 67 Principal subsidiaries and associates 88 Profit and loss account 54 Provisions 77 Recognised gains and losses 57 Related parties 84 Reserves 78 Sales 54, 60, 61 Sector analysis 60, 61, 66, 69 Share capital and options 77, 78 Shareholders' funds 55, 57 Stocks 71 Taxation 54, 64, 76
92
Principal offices
Pearson plc
registered office
Pearson Inc. Pearson Education
Penguin Group Pearson Television Financial Times Group
Les Echos Recoletos
3 Burlington Gardens, London W1X 1LE, UK T E L 0171 411 2000 F A X 0171 411 2390 W E B S I T E http://www.pearson.com E - M A I L firstname.lastname @ pearson.com R E G I S T E R E D N U M B E R 53723 (England)
30 Rockefeller Plaza, 50th floor New York City, NY 10112-5095, USA T E L 001 212 641 2400 F A X 001 212 641 2500 E - M A I L firstname.lastname @ pearson-inc.com
One Lake Drive Upper Saddle River, NJ 07458, USA T E L 001 201 236 7000 F A X 001 201 236 |
1 | 60053386_0 | 60053386 | Annual Report & Accounts 1998
British Aerospace
`At British Aerospace we are dedicated to working together, and with our partners, to become The Benchmark for our industry, setting the standard for customer satisfaction, technology, financial performance and quality in all that we do.'
Contents
Highlights
1
Overview
2
Chairman's Statement
5
The Operating and Financial Review
7
Directors' Report
27
Statements on Corporate Governance
30
Statement of Directors' Responsibilities
32
Remuneration Report
32
Index to the Accounts
39
Auditors' Report
40
Accounts and Notes
41
Five Year Summary
68
Subsidiaries and Investments
70
Shareholder Information
71
Front cover: the Vibrating Silicon Gyroscope has been developed by British Aerospace in collaboration with Sumitomo Precision Products and features micromachined silicon rings enabling sensors of less than a centimetre in diameter to withstand forces of over 10,000G.
Highlights
Profit before exceptionals and goodwill amortisation Profit before tax Basic earnings per share* Dividend per share increase Net cash balance at year end Order book increase
1998
1997
£708m £973m 29.4p 33% £196m 27%
£604m £233m 25.0p 25% £761m 14%
The Company continues to make good progress in the market and finished the year with an order book at yet another record high of £28.1bn (1997 £22.1bn).
British Aerospace generated overseas sales of £7.7bn in 1998 representing 89% of sales and continued a consistent track record as the UK's leading export performer.
*Excluding exceptional items and goodwill amortisation. All figures include the Group's share from joint ventures. Comparative figures have been restated following the adoption of new Financial Reporting Standards (see note 1 to the accounts).
1
Overview
·The UK's largest exporter
·Europe's largest aerospace and defence company
·A leader in innovation
·One of the industry's most experienced international programme partners
·One of the World's most capable prime contractors
Prime Contracting Capability
At the heart of British Aerospace lies a |
1 | 60053386_1 | 60053386 | Profit before tax Basic earnings per share* Dividend per share increase Net cash balance at year end Order book increase
1998
1997
£708m £973m 29.4p 33% £196m 27%
£604m £233m 25.0p 25% £761m 14%
The Company continues to make good progress in the market and finished the year with an order book at yet another record high of £28.1bn (1997 £22.1bn).
British Aerospace generated overseas sales of £7.7bn in 1998 representing 89% of sales and continued a consistent track record as the UK's leading export performer.
*Excluding exceptional items and goodwill amortisation. All figures include the Group's share from joint ventures. Comparative figures have been restated following the adoption of new Financial Reporting Standards (see note 1 to the accounts).
1
Overview
·The UK's largest exporter
·Europe's largest aerospace and defence company
·A leader in innovation
·One of the industry's most experienced international programme partners
·One of the World's most capable prime contractors
Prime Contracting Capability
At the heart of British Aerospace lies a depth of experience and capability in the successful delivery of complete integrated solutions to customers' needs. This prime contracting capability has been developed primarily through the Company's experience on aircraft and airborne systems.
Defence Market Structure
WEAPONS SYSTEMS INTEGRATOR Provides the overall systems infrastructure with supporting processes and skills to: - Translate customer requirements into a total systems solution - Develop overall systems specifications - Deliver fully tested and integrated weapons systems to meet customer requirements
SEA
LAND
AIR
Prime contractor
Prime contractor
Weapon system integrator
Prime contractor Weapon system
integrator
Weapon system integrator
PRIME CONTRACTOR Provides the project and risk management of large scale complex programmes to deliver complete value for money solutions to meet customer requirements
Platform Systems Weapons PlatfoSrmupportSystems Weapons Support
Platform Systems WPelaatpfornms SSyustpepmosrt
Components/ Sensors structure
EquipCmoemnptonentsS/oftwSaerensors LoEgqisutiicpsment structure
Components/ Sensors structure
Equipment SensSoorfstware
Software Logistics
Common skills and |
1 | 60053386_2 | 60053386 | depth of experience and capability in the successful delivery of complete integrated solutions to customers' needs. This prime contracting capability has been developed primarily through the Company's experience on aircraft and airborne systems.
Defence Market Structure
WEAPONS SYSTEMS INTEGRATOR Provides the overall systems infrastructure with supporting processes and skills to: - Translate customer requirements into a total systems solution - Develop overall systems specifications - Deliver fully tested and integrated weapons systems to meet customer requirements
SEA
LAND
AIR
Prime contractor
Prime contractor
Weapon system integrator
Prime contractor Weapon system
integrator
Weapon system integrator
PRIME CONTRACTOR Provides the project and risk management of large scale complex programmes to deliver complete value for money solutions to meet customer requirements
Platform Systems Weapons PlatfoSrmupportSystems Weapons Support
Platform Systems WPelaatpfornms SSyustpepmosrt
Components/ Sensors structure
EquipCmoemnptonentsS/oftwSaerensors LoEgqisutiicpsment structure
Components/ Sensors structure
Equipment SensSoorfstware
Software Logistics
Common skills and capabilities in systems and equipment
Logistics
A Global Competitor
With the increasing complexity of customers' requirements the skills needed to deliver solutions in the other sectors of land and sea systems have converged with those skills required in airborne systems. British Aerospace has a strategy to build on these
valuable core skills and to migrate our existing capability in prime contracting and system integration to embrace the land and sea systems sectors.
On 19 January 1999 we announced the proposed merger of British Aerospace with Marconi Electronic Systems. This will provide us with significant presence in eight home markets, with all that this means in terms of local access to research and development funding, and a highly competitive position. British Aerospace will be a formidable competitor in the global defence market-place.
British Aerospace with Marconi Electronic Systems - a global aerospace and defence company
U.S.A. 18,300
U.K. 70,000
France 4,500
Sweden 3,000
Germany 3,500
Italy 4,000
Saudi Arabia 5,400
Australia 2,500
Employee numbers including joint ventures
Sir Richard Evans, Chairman
`The business continues to make good progress in delivering |
1 | 60053386_3 | 60053386 | capabilities in systems and equipment
Logistics
A Global Competitor
With the increasing complexity of customers' requirements the skills needed to deliver solutions in the other sectors of land and sea systems have converged with those skills required in airborne systems. British Aerospace has a strategy to build on these
valuable core skills and to migrate our existing capability in prime contracting and system integration to embrace the land and sea systems sectors.
On 19 January 1999 we announced the proposed merger of British Aerospace with Marconi Electronic Systems. This will provide us with significant presence in eight home markets, with all that this means in terms of local access to research and development funding, and a highly competitive position. British Aerospace will be a formidable competitor in the global defence market-place.
British Aerospace with Marconi Electronic Systems - a global aerospace and defence company
U.S.A. 18,300
U.K. 70,000
France 4,500
Sweden 3,000
Germany 3,500
Italy 4,000
Saudi Arabia 5,400
Australia 2,500
Employee numbers including joint ventures
Sir Richard Evans, Chairman
`The business continues to make good progress in delivering performance against our planning base and despite growing competition in our markets we have further built on our order book. This strength of order book will be an excellent base from which to deliver performance over the coming years.'
4
Chairman's Statement
British Aerospace reported another good year's trading with a 14% increase in profit before tax and exceptional items to £685m. Earnings per share excluding exceptional items and goodwill amortisation increased 18% to 29.4p. This continued good progress provides confidence in the outlook and has enabled net dividend per share for the year to be increased 33% to 6.5p.
The Company is making good progress in winning new business and, with order intake again outpacing sales, we finished the year with a record order book up 27% to £28.1bn. The business continues to perform well against our planning assumptions and we are making progress in our wider objectives to participate fully in a more integrated international industry. In this regard 1998 has been a breakthrough year for British Aerospace on a number of fronts.
Our new Defence Systems business was established following the acquisition during the year of the UK and Australian operations of Siemens Plessey Electronic Systems together with full control of the previously joint ventured BAeSEMA. |
1 | 60053386_b0 | 60053386 | market price of the Company's ordinary shares on 31 December 1998 was 509.5p, the range during the year was 312.0p to 544.5p.
Daily share prices are available on the FT Cityline service as follows: British Aerospace plc ordinary shares British Aerospace plc preference shares British Aerospace plc warrants (Calls are charged at 50p per minute at all times.)
Alternatively you can view teletext or similar service.
0891 43 1890 0891 43 5174 0891 43 5074
71
British Aerospace
Capital gains tax For capital gains tax purposes the full adjusted market value of the ordinary shares of the Company, at 31 March 1982 was 0.4727p.
Scrip dividend The Company continues to offer holders of its ordinary shares the option to elect to have their dividend paid as shares instead of cash. If you would like to make this election, please request a scrip dividend mandate from our Registrars:
Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA Telephone: 01903 502541
American Depositary Receipts The British Aerospace plc American Depositary Receipts (ADR) are traded on the Over The Counter market (OTC) under the symbol BTASY. One ADR represents four British Aerospace plc ordinary shares.
Morgan Guaranty Trust Company of New York is the depositary. If you should have any queries, please contact:
Morgan Guaranty Trust Company of New York, ADR Service Center, PO Box 8205, Boston, Massachusetts, 02266-8205, USA Telephone: +1 781 575 4328
Financial calendar Financial year end Warrant subscription rights exercisable Preference shares conversion date 1998 final ordinary dividend payable 1999 half yearly preference dividend payable 1999 interim results announcement 1999 interim ordinary dividend payable Warrant subscription rights exercisable 1999 half yearly preference dividend payable 1999 full year results preliminary announcement
report and accounts 1999 final ordinary dividend payable
31 December 17 May 1999 1 June 1999 1 June 1999 1 July 1999 September 1999 November 1999 15 November 1999 4 January 2000 February 2000 April 2000 June 2000
Printed in the UK by Burrups, St Ives plc.
72
British Aerospace Public Limited Company Registered Office Warwick House PO Box 87 Farnborough Aerospace Centre Farnborough, Hampshire GU14 6YU Telephone: 01252 373232
|
1 | 60053386_b1 | 60053386 | aff aaaaaaaaaaaaaaff aaaaaaaaaaaaaaff
77.2 100.0 1,764.5 100.0
9.5 100.0 269.7 100.0
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Registrars
Lloyds TSB Registrars The Causeway Worthing, West Sussex BN99 6DA Telephone: 01903 502541
Registration number 1470151 (Registered in England & Wales)
If you have any queries regarding your shareholding, please contact the Registrars.
Shareholder dealing service Hoare Govett Corporate Finance Ltd offer a low cost dealing facility enabling shareholders to acquire or dispose of British Aerospace plc ordinary shares. Commission of 1% is charged for both purchases and sales (a minimum charge of £10.00 will apply). Hoare Govett Corporate Finance Ltd is a member of the Securities and Futures Authority. If you require further information please contact:
Hoare Govett Corporate Finance Ltd, Share Dealing Department, 4 Broadgate, London EC2M 7LE Telephone: 0171 601 0101.
Share price information The middle market price of the Company's ordinary shares on 31 December 1998 was 509.5p, the range during the year was 312.0p to 544.5p.
Daily share prices are available on the FT Cityline service as follows: British Aerospace plc ordinary shares British Aerospace plc preference shares British Aerospace plc warrants (Calls are charged at 50p per minute at all times.)
Alternatively you can view teletext or similar service.
0891 43 1890 0891 43 5174 0891 43 5074
71
British Aerospace
Capital gains tax For capital gains tax purposes the full adjusted market value of the ordinary shares of the Company, at 31 March 1982 was 0.4727p.
Scrip dividend The Company continues to offer holders of its ordinary shares the option to elect to have their dividend paid as shares instead of cash. If you would like to make this election, please request a scrip dividend mandate from our Registrars:
Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA Telephone: 01903 502541
American Depositary Receipts The British Aerospace plc American Depositary Receipt |
1 | 60053526_0 | 60053526 | Prudential Corporation Annual Report 1998
Contents
1 Our Purpose 2 Group Financial Highlights 3 At a Glance 4 Chairman's Statement 6 Group Chief Executive's Review
Review of Operations 10 US Jackson National Life 12 Asia Prudential Asia 14 UK Prudential Retail Financial Services 16 UK Retail IFA Business 18 UK Egg and Prudential Banking 20 International
Prudential Fund Management 22 Group Financial Review 26 Corporate Social Responsibility
28 Board of Directors 30 Corporate Governance 33 Remuneration Report 39 Directors' Report
Statutory Basis Financial Statements 41 Consolidated Profit and Loss Account 44 Consolidated Balance Sheet 46 Statement of Total Recognised
Gains and Losses 46 Reconciliation of Movement in
Shareholders' Capital and Reserves 47 Balance Sheet of the Company 48 Consolidated Cash Flow Statement 49 Accounting Policies 52 Notes on the Financial Statements 64 Report of the Auditors on the
Financial Statements 65 Five Year Review
Achieved Profits Basis Supplementary Information 67 Operating Profit from Continuing Operations 67 Review of Results 69 Summarised Consolidated
Profit and Loss Account 69 Earnings per Share 69 Statement of Total Recognised
Gains and Losses 70 Summarised Consolidated Balance Sheet 70 Reconciliation of Movement in
Shareholders' Capital and Reserves 71 Notes on the Achieved Profits Basis
Supplementary Information 73 The Achieved Profits Basis of
Financial Reporting 74 Report of the Auditors on the Achieved Profits
Basis Supplementary Information
75 Shareholder Information 76 How to Contact Us
Our Purpose
Prudential Corporation plc Annual Report 1998 1
Prudential Corporation, through its businesses in Europe, the US and Asia, provides retail financial products and services and fund management to many millions of customers worldwide.
Our commitment to the shareholders who own Prudential is to maximise the value over time of their investment. We do this by investing for the long term to develop and bring out the best in our people and our businesses to produce superior products and services, and hence superior financial returns. Our aim is to deliver top quartile performance within the FTSE 100 in terms of total shareholder returns.
At Prudential our aim is lasting relationships with our customers and policyholders, through products and services that offer value for money and security. We also seek to enhance our Company's reputation, built over 150 years, for integrity and for acting responsibly within society.
2 Prudential Corporation plc Annual Report 1998 |
1 | 60053526_1 | 60053526 | Capital and Reserves 71 Notes on the Achieved Profits Basis
Supplementary Information 73 The Achieved Profits Basis of
Financial Reporting 74 Report of the Auditors on the Achieved Profits
Basis Supplementary Information
75 Shareholder Information 76 How to Contact Us
Our Purpose
Prudential Corporation plc Annual Report 1998 1
Prudential Corporation, through its businesses in Europe, the US and Asia, provides retail financial products and services and fund management to many millions of customers worldwide.
Our commitment to the shareholders who own Prudential is to maximise the value over time of their investment. We do this by investing for the long term to develop and bring out the best in our people and our businesses to produce superior products and services, and hence superior financial returns. Our aim is to deliver top quartile performance within the FTSE 100 in terms of total shareholder returns.
At Prudential our aim is lasting relationships with our customers and policyholders, through products and services that offer value for money and security. We also seek to enhance our Company's reputation, built over 150 years, for integrity and for acting responsibly within society.
2 Prudential Corporation plc Annual Report 1998
Group Financial Highlights
Operating profit (including longer term investment returns) United Kingdom
Prudential Retail Financial Services Retail IFA Prudential Fund Management Egg and Prudential Banking
Total Jackson National Life Prudential Asia Shareholders' other income
Total continuing operations Discontinued operations
Total operating profit Short-term fluctuations in investment returns Profit on business disposals Reclassification of shareholder reserves of Australian operation
Profit before tax (including actual investment returns)
Operating earnings per share Total earnings per share
Dividend per share
Achieved profits basis shareholders' funds
Funds under management
* Restated for the change in accounting policies
1998 £m 1997 £m
333 92 50 (77)
323* 72 49 (22)
398
422*
411
367
13
11
38
34*
860
834*
8
30
868
864*
24
83*
249
18
204
1,141
1,169
33.7p 45.3p
32.0 |
1 | 60053526_2 | 60053526 |
Group Financial Highlights
Operating profit (including longer term investment returns) United Kingdom
Prudential Retail Financial Services Retail IFA Prudential Fund Management Egg and Prudential Banking
Total Jackson National Life Prudential Asia Shareholders' other income
Total continuing operations Discontinued operations
Total operating profit Short-term fluctuations in investment returns Profit on business disposals Reclassification of shareholder reserves of Australian operation
Profit before tax (including actual investment returns)
Operating earnings per share Total earnings per share
Dividend per share
Achieved profits basis shareholders' funds
Funds under management
* Restated for the change in accounting policies
1998 £m 1997 £m
333 92 50 (77)
323* 72 49 (22)
398
422*
411
367
13
11
38
34*
860
834*
8
30
868
864*
24
83*
249
18
204
1,141
1,169
33.7p 45.3p
32.0p* 43.3p
21.0p
19.1p
£7.5bn £6.9bn
£128bn £119bn
Prudential Corporation at a glance
WORLDWIDE
PPM is the fund management arm of Prudential. It is one of the UK's largest investment managers with a total of £128 billion of funds under management. It controls four per cent of UK equities and is the UK's largest property investment manager. PPM's disciplined, research-based, active value investment philosophy is applied consistently through its network of investment professionals located around the world.
· PPM employs in total 1,400 people in seven countries around the world with offices in London, Cape Town, Chicago, New York, Hong Kong, Singapore and Tokyo.
· Assets are managed locally, bringing benefit of local knowledge and expertise.
· Prudential's with-profits fund is PPM's largest client fund and is the largest investment fund in the UK.
· PPM investment services and products include pension funds (segregated and pooled), unit trusts, PEPs, currency funds and unit linked life and pension funds.
· PPM offers specialist |
1 | 60053526_3 | 60053526 | p* 43.3p
21.0p
19.1p
£7.5bn £6.9bn
£128bn £119bn
Prudential Corporation at a glance
WORLDWIDE
PPM is the fund management arm of Prudential. It is one of the UK's largest investment managers with a total of £128 billion of funds under management. It controls four per cent of UK equities and is the UK's largest property investment manager. PPM's disciplined, research-based, active value investment philosophy is applied consistently through its network of investment professionals located around the world.
· PPM employs in total 1,400 people in seven countries around the world with offices in London, Cape Town, Chicago, New York, Hong Kong, Singapore and Tokyo.
· Assets are managed locally, bringing benefit of local knowledge and expertise.
· Prudential's with-profits fund is PPM's largest client fund and is the largest investment fund in the UK.
· PPM investment services and products include pension funds (segregated and pooled), unit trusts, PEPs, currency funds and unit linked life and pension funds.
· PPM offers specialist management in equities (UK and international), Government and Corporate bonds, overseas equities, fixed interest, tactical asset allocation and property.
· PPM was voted Best Fund manager by the finance directors of the top 350 UK companies in the 1998 Extel Survey of Investment Analysts.
· A new office was opened in Tokyo strengthening commitment to the Asian market.
· Funds managed by PPM in Japan and the Far East won the 1998 Best Performance Award from S&P/Micropal.
Prudential Corporation Asia (PCA) has operations in Hong Kong, Singapore, Malaysia, Thailand, Indonesia, Philippines and India. It also has representative offices in five cities in China and offices in Hanoi and Ho Chi Minh City in Vietnam. Prudential continues to be the largest UK life insurer in the region.
· PCA has over 14,000 agents, 1,350 staff and £1.7 billion funds under management.
· PCA offers a comprehensive range of savings, investment and protection products.
· Products are tailored to the needs of the local markets. These include a range of bancassurance products and products designed for specific target segments, e.g. young families.
· PCA re- |
1 | 60053526_b0 | 60053526 | Peter Maynard Group Legal Services Director Peter Nowell Group Chief Actuary Jan Shawe Director of Corporate Relations and Group Marketing
Prudential Retail Financial Services 250 Euston Road London NW1 2PQ Tel: 0171 334 9000 Fax: 0171 334 6334 www.pru.co.uk
John Elbourne Chief Executive
Egg and Prudential Banking 1 Waterhouse Square 142 Holborn Bars London EC1N 2NH Tel: 0171 548 3541 Fax: 0171 548 3751 www.egg.com
Mike Harris Chief Executive
Scottish Amicable Craigforth PO Box 25 Stirling Scotland FK9 4UE Tel: 01786 448844 Fax: 01786 451356 www.scottishamicable.co.uk
Roy Nicolson Chief Executive
Jackson National Life 5901 Executive Drive Lansing Michigan 48911 United States Tel: 00 1 517 394 3400 Fax: 00 1 517 887 5012 www.jnli.com
Bob Saltzman Chief Executive Officer
Prudential Asia Suites 2910-14 Two Pacific Place 88 Queensway Hong Kong Tel: 00 852 2918 6300 Fax: 00 852 2525 7522 www.prudentialasia.com
Mark Tucker Chief Executive
Prudential Portfolio Managers Laurence Pountney Hill London EC4R 0EU Tel: 0171 220 7655 Fax: 0171 548 3360 www.ppmworldwide.com
Derek Higgs Chairman
Analyst enquiries: Tel: 0171 548 3823 Fax: 0171 548 3699
Media enquiries: Tel: 0171 548 3721
Shareholder enquiries: Lloyds TSB Registrars The Causeway Worthing West Sussex BN99 6DA Tel: 0870 6000190 Fax: 01903 833012
Prudential Corporation Public Limited Company. Incorporated and registered in England and Wales. Registered number 1397169.
Designed and produced by CGI. Type origination by Wordwork plc. Printed in the United Kingdom by Litho-Tech Colour Printers Limited.
Prudential Corporation plc, Registered Office: 142 Holborn Bars, London EC1N 2NH Telephone: 0171 583 1415
www.prudentialcorporation.com
|
1 | 60053526_b1 | 60053526 |
4,065
5
79,489,123
4
6,290
8
44,411,525
2
35,946
44
82,772,192
4
32,284
40
18,249,341
1
Total
80,205
100 1,948,666,170
100
Sharedealing Facilities
Stockbrokers Cazenove & Co offer a postal sharedealing service to Prudential shareholders at competitive commission rates. For details telephone 0171 588 2828 or write to 12 Tokenhouse Yard, London, EC2R 7AN.
76 Prudential Corporation plc Annual Report 1998
How to Contact Us
Prudential Corporation plc With effect from 11 April 1999
Laurence Pountney Hill London EC4R 0EU Tel: 0171 220 7588 www.prudentialcorporation.com
Sir Martin Jacomb Chairman Sir Peter Davis Group Chief Executive Keith Bedell-Pearce International Development Director Jonathan Bloomer Group Finance Director Jane Kibbey Group Human Resources Director Peter Maynard Group Legal Services Director Peter Nowell Group Chief Actuary Jan Shawe Director of Corporate Relations and Group Marketing
Prudential Retail Financial Services 250 Euston Road London NW1 2PQ Tel: 0171 334 9000 Fax: 0171 334 6334 www.pru.co.uk
John Elbourne Chief Executive
Egg and Prudential Banking 1 Waterhouse Square 142 Holborn Bars London EC1N 2NH Tel: 0171 548 3541 Fax: 0171 548 3751 www.egg.com
Mike Harris Chief Executive
Scottish Amicable Craigforth PO Box 25 Stirling Scotland FK9 4UE Tel: 01786 448844 Fax: 01786 451356 www.scottishamicable.co.uk
Roy Nicolson Chief Executive
Jackson National Life 5901 Executive Drive Lansing Michigan 48911 United States Tel: 00 1 517 394 3400 Fax: 00 1 517 887 5012 www.jnli.com
Bob Saltzman Chief Executive Officer
Prudential Asia Suites 2910-14 Two Pacific Place 88 Queensway Hong Kong Tel: 00 852 2918 6300 |
1 | 60053593_0 | 60053593 | GKN Report and Accounts 1998 1
Corporate profile
AutomoGtivKeNanids Oaff-gHligohbwaaly iVnedhiuclsetSryiastlemcos mpany with operations in more than 40 countries. In 1998 sales were £3.7 billion and profit before tax, amortisation of goodwill and
In auetxocmepottiiovnea,lGitKeNmsiswaasg£lo4b6a2l,mfiirllsiot nt.ier supplier to the world's manufacturers of cars, light commercial vehicles, trucks and off-highway vehicles. It is the world's leadiIntsg ascutpivpitliieesr aorfe cfooncusstaedntovnetlohecitayutjoominotstivaen,daedrorisvpeacsehaafntsd winidthusatri3al6%servsihcaerse of the gsleocbtoalrsmaanrdkeitt hinasalekaedyercsohmipppoonseitniotnwshinichallisoffitittsedmatojor85p%rodoufctcsaarsndansdervliigcehst. commGeKrNc'isalvivseiohnicilsesb.uGiltKNonhaascoamlsmoitbmeecnotmtoe gthroewwthoralnddlepaedrfeorminanpcoew. Idt earcetdivemlyetfoasl ters compaonneennttrsepfroelnloewuriinagl caulstuerreieascorofsascaqlluiosfitiitosnbsudsiunreisnsges19a9n7d aitnsdgo1a9l9i8s.tTohliesadis aand techneoxlcoegl yinwehviecrhy misabrkeectoimt isnegrveinsc.reasingly important to the automotive and otherGKinNduesmtprileosy.s 36,000 people in its subsidiaries and a further 16,300 in joint ventures.
2 GKN Report and Accounts 1998
Financial Highlights
Financial achievements
Sales Profit before tax, goodwill amortisation
and exceptional items Profit before tax Earnings per |
1 | 60053593_1 | 60053593 | ndansdervliigcehst. commGeKrNc'isalvivseiohnicilsesb.uGiltKNonhaascoamlsmoitbmeecnotmtoe gthroewwthoralnddlepaedrfeorminanpcoew. Idt earcetdivemlyetfoasl ters compaonneennttrsepfroelnloewuriinagl caulstuerreieascorofsascaqlluiosfitiitosnbsudsiunreisnsges19a9n7d aitnsdgo1a9l9i8s.tTohliesadis aand techneoxlcoegl yinwehviecrhy misabrkeectoimt isnegrveinsc.reasingly important to the automotive and otherGKinNduesmtprileosy.s 36,000 people in its subsidiaries and a further 16,300 in joint ventures.
2 GKN Report and Accounts 1998
Financial Highlights
Financial achievements
Sales Profit before tax, goodwill amortisation
and exceptional items Profit before tax Earnings per share before goodwill amortisation
and exceptional items Earnings per share Dividend per share Net cash resources
1998 £m
3,706
462 707
46.0p 80.2p 16.3p
139
1997 £m
3,383
406 406
39.2p 39.2p 14.75p
281
Operating profit
(before goodwill amortisation and exceptional items)
Operating profit
(before goodwill amortisation and exceptional items)
by business
Automotive (£246m 53%) Aerospace and Special Vehicles (£99m 21%) Industrial Services (£118m 26%)
by region of origin
United Kingdom (£177m 38%) Continental Europe (£199m 43%) Americas (£73m 16%) Rest of the world (£14m 3%)
GKN Report and Accounts 1998 3
Five Year Record
1998: a year of achievement and growth for GKN
Record results for a fifth consecutive year Dividend of 16.3p for the year a 10.5% increase £248 million of provision written back after Meineke appeal success Acquisitions, strategic initiatives and successes advance growth strategy and |
1 | 60053593_2 | 60053593 | share before goodwill amortisation
and exceptional items Earnings per share Dividend per share Net cash resources
1998 £m
3,706
462 707
46.0p 80.2p 16.3p
139
1997 £m
3,383
406 406
39.2p 39.2p 14.75p
281
Operating profit
(before goodwill amortisation and exceptional items)
Operating profit
(before goodwill amortisation and exceptional items)
by business
Automotive (£246m 53%) Aerospace and Special Vehicles (£99m 21%) Industrial Services (£118m 26%)
by region of origin
United Kingdom (£177m 38%) Continental Europe (£199m 43%) Americas (£73m 16%) Rest of the world (£14m 3%)
GKN Report and Accounts 1998 3
Five Year Record
1998: a year of achievement and growth for GKN
Record results for a fifth consecutive year Dividend of 16.3p for the year a 10.5% increase £248 million of provision written back after Meineke appeal success Acquisitions, strategic initiatives and successes advance growth strategy and shareholder value Robust businesses in good shape for the future Strong balance sheet underpins growth strategy
Sales (£m)
Profit before tax, goodwill amortisation and exceptional items (£m)
Return on sales (percent)
Earnings and dividends per share (pence)
4000 3000 2000 1000
00 1994 1995 1996 1997 1998
400 300 200 100
00 1994 1995 1996 1997 1998
16 12 8 4
00 1994 1995 1996 1997 1998
40 30 20 10
00 1994 1995 1996 1997 1998
Dividend per share
Earnings per share before goodwill amortisation and exceptional items
4 GKN Report and Accounts 1998
Chairman's Statement
results
This is the fifth consecutive annual report in which I have been able to state that the results for last year were a record. This was achieved in economic conditions which were generally favourable, although in some regions, notably Asia, and in some businesses conditions became more difficult as the year progressed.
Pre-tax profits before goodwill amortisation and exceptional items were £462 million and earnings per share on the same basis were 46.0p, increases of 14% and 17% respectively. The Group balance sheet at the end of |
1 | 60053593_3 | 60053593 | shareholder value Robust businesses in good shape for the future Strong balance sheet underpins growth strategy
Sales (£m)
Profit before tax, goodwill amortisation and exceptional items (£m)
Return on sales (percent)
Earnings and dividends per share (pence)
4000 3000 2000 1000
00 1994 1995 1996 1997 1998
400 300 200 100
00 1994 1995 1996 1997 1998
16 12 8 4
00 1994 1995 1996 1997 1998
40 30 20 10
00 1994 1995 1996 1997 1998
Dividend per share
Earnings per share before goodwill amortisation and exceptional items
4 GKN Report and Accounts 1998
Chairman's Statement
results
This is the fifth consecutive annual report in which I have been able to state that the results for last year were a record. This was achieved in economic conditions which were generally favourable, although in some regions, notably Asia, and in some businesses conditions became more difficult as the year progressed.
Pre-tax profits before goodwill amortisation and exceptional items were £462 million and earnings per share on the same basis were 46.0p, increases of 14% and 17% respectively. The Group balance sheet at the end of 1998 remained very strong with net cash resources of £139 million. The 1998 figure is after £183 million of expenditure on acquisitions and capital expenditure of £209 million.
meineke
Our 1998 pre-tax profits and earnings have benefited from an exceptional credit reflecting the reversal of £248 million of the provision made in 1996 in respect of the Meineke class action lawsuit. The judgement made in the District Court, which gave rise to the original provision, was reversed by the United States Court of Appeals last August. We welcome both the financial implications of this decision, which are significant, and also the removal of any suggestion that GKN acted improperly in the conduct of its business.
dividend
The strong results for 1998 have enabled us to increase the total dividend for the year by 10.5% to 16.3p with an earnings cover before exceptional items of 2.8 times. This is the fourth year in succession that the dividend has been increased by more than 10% and compares with an underlying average inflation rate during the same period of less than 3%. In order to save tax, what would normally have been a final dividend of 10.55p will be replaced by a second interim dividend of the same amount payable earlier on 1 April 1999 as a |
1 | 60053593_b0 | 60053593 |
48, 65-66
Shares
- dealing service
69
- issued capital
48, 56
- price information
69
Single currency
5, 29
Special Vehicles
7, 15
Stocks
44
Subsidiary companies
70-71
Tangible assets
41-42
Taxation
28, 39, 45, 47
Term loans
46
Training and development
9, 24
Treasury policy and funding
29
Year 2000
57
Financial calendar
Preliminary announcement of results for 1998 1998 second interim dividend record date 1998 second interim dividend payment date Annual general meeting Announcement of half-year results for 1999 1999 interim dividend paid Preliminary announcement of results for 1999
3 March 1999 19 March 1999
1 April 1999 13 May 1999 August 1999 October 1999 March 2000
interest on gkn loan notes is payable on 30 june and 31 december. loan notes may be redeemed at par on 30 june 1999 by giving not less than 30 days' notice in writing to gkn's registrar (see below). any outstanding loan notes will be redeemed at par on 31 december 1999.
GKN plc
group headquarters
PO Box 55 Redditch Worcestershire B98 0TL Tel +44 (0)1527 517715 Fax +44 (0)1527 517700
london office
7 Cleveland Row London SW1A 1DB Tel +44 (0)171 930 2424 Fax +44 (0)171 930 3255
Registered in England No. 66549 e-mail: information@gknplc.com web site: www.gknplc.com
registrar
Lloyds TSB Registrars The Causeway Worthing West Sussex BN99 6DA Tel +44 (0)1903 502541 Fax +44 (0)1903 833012
This annual report is available on the GKN web site.
designed by stocks austin sice. photography by robin broadbent, barry marsden and charlie fawell. printed by ctd. the paper and cover board used in this document contain 25% recycled fibre and are made from pulp which has been bleached using a totally chlorine free process.
gkn
|
1 | 60053593_b1 | 60053593 | 73
Long-term incentive plans
64-65
Markets
7, 11, 13, 16, 20
Meineke
4, 8, 21, 28
OffHighway Systems
6, 13
Operating profit
2, 27, 37
Pensions and other post-
retirement benefits
51, 63-64
People and the environment
24
Powder metallurgy
6-7, 8, 12-13
Profit and loss account
30
Provisions for liabilities and charges
47
Recognised gains and losses
32
Remuneration report
62-68
Reserves
49
Review of operations
10-21
- Automotive
10-13
- Aerospace and Special Vehicles
14-17
- Industrial Services
18-21
Safety
24
Sales
3, 27, 36-37
Segmental analysis
2, 54
Shareholder analysis
69
Shareholders' equity
32
Share option schemes
48, 65-66
Shares
- dealing service
69
- issued capital
48, 56
- price information
69
Single currency
5, 29
Special Vehicles
7, 15
Stocks
44
Subsidiary companies
70-71
Tangible assets
41-42
Taxation
28, 39, 45, 47
Term loans
46
Training and development
9, 24
Treasury policy and funding
29
Year 2000
57
Financial calendar
Preliminary announcement of results for 1998 1998 second interim dividend record date 1998 second interim dividend payment date Annual general meeting Announcement of half-year results for 1999 1999 interim dividend paid Preliminary announcement of results for 1999
3 March 1999 19 March 1999
1 April 1999 13 May 1999 August 1999 October 1999 March 2000
interest on gkn loan notes is payable on 30 june and 31 december. loan notes may be redeemed at par on 30 june 1999 by giving not less than 30 days' notice in writing to gkn's registrar (see below). any outstanding loan notes will |
1 | 60053785_0 | 60053785 | A LV I S
PLC
ANNUAL REPORT 19 9 8
A LV I S
PLC
19 9 8
Alvis Plc is a UK based company with interests in armoured fighting vehicles, other specialist vehicles, vehicle distribution and through its associated company, Avimo Group, electro-optical equipment and components. Alvis plc is quoted on the London Stock Exchange and Avimo Group is quoted on the Stock Exchange of Singapore. The primary market served is defence, and following its acqusition of Hägglunds in Sweden in 1997 and GKN Defence in the UK in 1998, Alvis is today the largest manufacturer of armoured vehicles under 35 tonnes in Europe. The Group has a global reach, having manufacturing facilities in Europe, USA, the Middle East and Asia as well as the UK, and having exported to over 100 countries.
The strategic aim of the Group is to achieve above average returns to shareholders through profitable growth in the market for military vehicles and related products, and through participation in the growth of Avimo as an international electro-optics company in both military and commercial markets.
In pursuit of this aim Alvis employs a business formula which combines: high quality applications engineering and project management; concentration on product niches within our chosen markets which offer above average margins or growth or both; aggressive exporting; and a management style which mixes delegation and encouragement of entrepreneurship with simple but effective controls. The Group intends through successful prosecution of this formula to remain a leading world player in military vehicles and related products and thereby sustain a business of which the people who work in it will be proud, as well as achieve its financial goals.
Financial Calendar
AGM
28 April 1999
Final Dividend Payment
14 May 1999
Preference Dividend Payment 6 April 1999
Interim Results
16 September 1999
Preference Dividend Payment 4 October 1999
Financial Year End
31 December 1999
CONTENTS
Financial Highlights
2
Chairman's Statement
3
Alvis Group Structure
8
Operations Review
9
Avimo Group Structure
15
Five Year Financial Summary
19
Financial Review
20
Financial Statements
28
Index of Notes to the Accounts
70
1
A LV I S
P LC
19 9 8
The Alvis |
1 | 60053785_1 | 60053785 | concentration on product niches within our chosen markets which offer above average margins or growth or both; aggressive exporting; and a management style which mixes delegation and encouragement of entrepreneurship with simple but effective controls. The Group intends through successful prosecution of this formula to remain a leading world player in military vehicles and related products and thereby sustain a business of which the people who work in it will be proud, as well as achieve its financial goals.
Financial Calendar
AGM
28 April 1999
Final Dividend Payment
14 May 1999
Preference Dividend Payment 6 April 1999
Interim Results
16 September 1999
Preference Dividend Payment 4 October 1999
Financial Year End
31 December 1999
CONTENTS
Financial Highlights
2
Chairman's Statement
3
Alvis Group Structure
8
Operations Review
9
Avimo Group Structure
15
Five Year Financial Summary
19
Financial Review
20
Financial Statements
28
Index of Notes to the Accounts
70
1
A LV I S
P LC
19 9 8
The Alvis Plc Board John Robertshaw, Trevor Beyer, Nicholas Prest, Tony Pearson, David Wright, Stuart Mitchell
FINANCIAL HIGHLIGHTS
Orders received Alvis Group Avimo Group Limited
Turnover Alvis Group Avimo Group Limited
Group trading profit before exceptional items Group profit before tax Group profit attributable to Shareholders
Earnings per Ordinary share - ne t Earnings per Ordinary share before exceptional items Dividends per Ordinary share Interim paid Second interim paid Final proposed
1998 £m
138.3 69.0
267.2 71.2
24.0 17.5 13.1
p 13.7 20.8 5.0 1.5 1.0 2.5
1997 £m
116.5 55.4
72.9 68.9
5.7 8.1 6.5
p 7.4 7.4 3.5 1.25
2.25
2
CHAIRMAN'S STATEMENT
The period under review was one of major change for the Group. Profits increased substantially, and through the acquisition of Hägglunds Vehicle Group and, later, GKN Defence, good progress was made towards |
1 | 60053785_2 | 60053785 | Plc Board John Robertshaw, Trevor Beyer, Nicholas Prest, Tony Pearson, David Wright, Stuart Mitchell
FINANCIAL HIGHLIGHTS
Orders received Alvis Group Avimo Group Limited
Turnover Alvis Group Avimo Group Limited
Group trading profit before exceptional items Group profit before tax Group profit attributable to Shareholders
Earnings per Ordinary share - ne t Earnings per Ordinary share before exceptional items Dividends per Ordinary share Interim paid Second interim paid Final proposed
1998 £m
138.3 69.0
267.2 71.2
24.0 17.5 13.1
p 13.7 20.8 5.0 1.5 1.0 2.5
1997 £m
116.5 55.4
72.9 68.9
5.7 8.1 6.5
p 7.4 7.4 3.5 1.25
2.25
2
CHAIRMAN'S STATEMENT
The period under review was one of major change for the Group. Profits increased substantially, and through the acquisition of Hägglunds Vehicle Group and, later, GKN Defence, good progress was made towards the Group's aim of becoming a leading world company in the field of armoured and other special purpose military vehicles.
R ESULTS
In the fifteen months ended 22 December 1998 sales were £267.2m, and profit before tax and exceptional items was £23.0m. Profit after tax at was £13.1m and earnings per ordinary share were 13.7p or 20.8p before exceptional items. On a pro-rata basis these results represent substantial improvement on the 1997 twelve month figures. The growth in sales and profits was organic as well as acquisition driven, with Alvis Vehicles in the UK increasing its sales and profits strongly on the back of increased export deliveries. The contribution from our Avimo associate also grew healthily as a result of expansion in both military and commercial electro-optical markets. The performance of Hägglunds Vehicle, which was acquired by the Group in October 1997, has matched our expectations, contributing approximately half of our vehicle related sales and profits in the period. The majority of its sales derived from deliveries of CV90 infantry fighting vehicles to the Swedish and Norwegian Armies. The acquisition of GKN Defence was completed in November 1998 and a profit contribution in line with expectations was made in the period to December. |
1 | 60053785_3 | 60053785 | the Group's aim of becoming a leading world company in the field of armoured and other special purpose military vehicles.
R ESULTS
In the fifteen months ended 22 December 1998 sales were £267.2m, and profit before tax and exceptional items was £23.0m. Profit after tax at was £13.1m and earnings per ordinary share were 13.7p or 20.8p before exceptional items. On a pro-rata basis these results represent substantial improvement on the 1997 twelve month figures. The growth in sales and profits was organic as well as acquisition driven, with Alvis Vehicles in the UK increasing its sales and profits strongly on the back of increased export deliveries. The contribution from our Avimo associate also grew healthily as a result of expansion in both military and commercial electro-optical markets. The performance of Hägglunds Vehicle, which was acquired by the Group in October 1997, has matched our expectations, contributing approximately half of our vehicle related sales and profits in the period. The majority of its sales derived from deliveries of CV90 infantry fighting vehicles to the Swedish and Norwegian Armies. The acquisition of GKN Defence was completed in November 1998 and a profit contribution in line with expectations was made in the period to December. Performance of the Group's smaller UK subsidiaries was rather weak, with a small profit at Automotive Export Supplies being more than offset by losses at Alvis Unipower and Alvis Logistics, caused by slippage in anticipated orders leading to lower than expected sales.
3
Top: New Stormer 30 reconnaissance vehicle.
Bottom: HRH Prince Andrew with Alvis Warrior maintenance team in Kuwait.
A LV I S
P LC
19 9 8
The Group's cash/debt position was subject to major changes in the year as a result of acquisitions and associated share issues. We closed the year in an approximately cash neutral position, but incurred an interest cost during the year primarily as a result of interest rate differentials between Sterling debt and Swedish Kronor deposits.
The Group's tax rate increased to 25% in the year principally as a result of exhaustion of prior year UK tax losses.
CORPORATE DEVELOPMENTS
The acquisitions of first Hägglunds and then GKN Defence have turned Alvis from being a small, although efficient and profitable, armoured vehicle manufacturer, into one of the major companies in the world in this field. The new, enlarged Alvis Group has a number of |
1 | 60053785_b0 | 60053785 | , and went on to become one of the prestige names in the British automobile industry. The company moved into aero engine manufacture in the 1930's and was a major supplier in World War 2, an example being the Merlin engines for the Lancaster bomber. Alvis started manufacturing armoured vehicles before World War 2 and afterwards became one of the worlds leading companies in the supply of light armoured fighting vehicles. Both aero engine and car manufacture ceased in the 1960's although there are still some 2000 Alvis cars running in the UK today, and the marque is enthusiastically supported.
Alvis Ltd was bought by United Scientific Holdings PLC from the then British Leyland in 1981. United Scientific had been built up rapidly by organic growth and acquisition in the 1960's and 1970's as a leading international developer and manufacturer of military sighting equipment. Following the disposal of some of the optical companies at the beginning of the 1990's, it was decided to adopt the Alvis name for the Group in order to reflect the increasing concentration of the business on military and vehicle engineering. Accordingly in 1992 United Scientific Holdings was renamed Alvis plc. In 1993 a significant restructuring of the Group took place when the optical companies owned by Alvis were transferred to the then 51% owned subsidiary of Alvis in Singapore, Avimo, which had previously been floated on the Singapore Stock Exchange. Alvis subsequently reduced its holding in Avimo to the present level of 42%.
In 1994 Alvis acquired Unipower, a leading UK supplier of high mobility combat support vehicles. In 1997 Hägglunds, the leading military vehicle maker in the Nordic countries was acquired and in 1998 Alvis purchased the military vehicle business of GKN in the UK.
The combined business of Alvis and GKN Defence in the UK, now trading as Alvis Vehicles Ltd, has supplied over 80% of the armoured vehicles used by the British Army since World War 2, including the renowned Saladin, Saracen, Scorpion and Warrior Families. The Group, including Hägglunds, has supplied more than 20,000 vehicles to more than 60 countries. In terms of historic and current production it is the largest producer of specialist military vehicles under 35 tonnes in Europe.
ALV IS PLC 34 GROSVENOR GARDENS, LONDON SW1W OAL TELEPHONE 0171 808 8888 FAX 0171 808 8877
E-mail img@alvis.plc.uk Web www.alvis.plc.uk
|
1 | 60053785_b1 | 60053785 |
55
11 Tangible fixed assets
56
12 Investments
58
13 Stocks
59
14 Debtors
59
15 Creditors due within one year
59
16 Creditors due after one year
60
17 Bank loans and overdrafts
60
18 Obligations under leases and hire purchase contracts
61
19 Provisions for liabilities and charges
61
20 Share capital
62
21 Reserves
63
22 Related party transactions
65
23 Pensions
65
24 Contingent liabilities
66
25 Profit and cash flow reconciliation
66
26 Post balance sheet event
69
70
A BRIEF HISTORY OF ALVIS PLC
Alvis Limited was formed in Coventry by Mr T. G. John in 1919 to manufacture motor cars. It is not known for certain what gave rise to the name, but the accepted explanation is that it is derived from "Al" for aluminium and "Vis" the Latin work for strength. Alvis quickly became noted as a producer of innovative and high quality cars, and went on to become one of the prestige names in the British automobile industry. The company moved into aero engine manufacture in the 1930's and was a major supplier in World War 2, an example being the Merlin engines for the Lancaster bomber. Alvis started manufacturing armoured vehicles before World War 2 and afterwards became one of the worlds leading companies in the supply of light armoured fighting vehicles. Both aero engine and car manufacture ceased in the 1960's although there are still some 2000 Alvis cars running in the UK today, and the marque is enthusiastically supported.
Alvis Ltd was bought by United Scientific Holdings PLC from the then British Leyland in 1981. United Scientific had been built up rapidly by organic growth and acquisition in the 1960's and 1970's as a leading international developer and manufacturer of military sighting equipment. Following the disposal of some of the optical companies at the beginning of the 1990's, it was decided to adopt the Alvis name for the Group in order to reflect the increasing concentration of the business on military and vehicle engineering. Accordingly in 1992 United Scientific Holdings was renamed Alvis plc. In 1993 a significant restructuring of the Group took place when the optical companies owned by Alvis were transferred to the then 51% owned subsidiary of Alvis in Singapore |
1 | 60054173_0 | 60054173 | Annual Report and Accounts 1998
1 Corporate Statement 2 Chairman's Statement 4 Operating Review 10 Finance Review 12 Board of Directors and Company Advisers 13 Report of the Directors 17 Report of the Auditors
18 Consolidated Profit and Loss Account 19 Consolidated Balance Sheet 20 Company Balance Sheet 21 Consolidated Cash Flow Statement 22 Notes to the Financial Statements 33 Group Directory
Corporate Statement
RPS Group plc is the largest independent environmental consultancy in Europe offering a wide variety of services in risk management of safety, quality and environmental liability; monitoring and laboratories for environmental emissions, occupational hygiene and water resource management; planning consultancy, both urban and rural, environmental assessment and transport planning and design consultancy on architecture, landscape design, land remediation, utilities design and safety. We are recognised as leaders in each of our markets. RPS is the only environmental consultancy listed on the London Stock Exchange. We operate the financial and quality management systems appropriate to a listed company. Management is committed to enhancing both shareholder value and opportunities for our staff through the organic development of our existing businesses complemented by selective acquisition.
RPS GROUP PLC
1
Chairman's Statement
RPS has delivered another year of substantial growth, despite a background of uncertainty in both the domestic and world economies. This has been driven by continued organic expansion and the acquisition of Utility Technical Services Ltd (UTS), which has taken the Group into the robust and profitable area of water management consultancy.
GROUP RESULTS Turnover increased 28.3% to £26.3 million (1997: £20.5 million). Profit (before taxation and goodwill amortisation) increased 34.8% to £5.07 million (1997: £3.76 million). Operating margins before interest increased to 18.6% (1997: 17.4%). Earnings per share (before goodwill amortisation) increased 34.8% to 16.48p (1997: 12.23p). Earnings per share have grown at a compound rate in excess of 20% over the last 5 years.
DIVIDEND The Directors are recommending a final dividend of 2.75 pence (net) per share payable on 11th May 1999 to shareholders on the register on 19th March 1999. The total dividend for this year will be 5.5 pence (net) an increase of 14.6% (1997: 4.8 pence). This is covered by earnings 2.9 times (1997: 2.5 times).
( |
1 | 60054173_1 | 60054173 | and world economies. This has been driven by continued organic expansion and the acquisition of Utility Technical Services Ltd (UTS), which has taken the Group into the robust and profitable area of water management consultancy.
GROUP RESULTS Turnover increased 28.3% to £26.3 million (1997: £20.5 million). Profit (before taxation and goodwill amortisation) increased 34.8% to £5.07 million (1997: £3.76 million). Operating margins before interest increased to 18.6% (1997: 17.4%). Earnings per share (before goodwill amortisation) increased 34.8% to 16.48p (1997: 12.23p). Earnings per share have grown at a compound rate in excess of 20% over the last 5 years.
DIVIDEND The Directors are recommending a final dividend of 2.75 pence (net) per share payable on 11th May 1999 to shareholders on the register on 19th March 1999. The total dividend for this year will be 5.5 pence (net) an increase of 14.6% (1997: 4.8 pence). This is covered by earnings 2.9 times (1997: 2.5 times).
(UTS), a firm which specialises in providing advice to utilities upon water resource and leak management. The initial consideration was £1.5 million, comprising of £1 million in cash and 171,821 new RPS shares. A further payment of £0.5 million in loan notes and cash and 142,857 new RPS shares was made on 30th November 1998, following independent audit of performance up to 30th September 1998. A final payment of up to £1.5 million will be made based upon performance in the year to September 1999. In the period that UTS was part of the Group it made an important contribution to both turnover (£3.8m) and operating profit (£0.7m). The business grew substantially in this period: a trend which the Board anticipates will continue as a result of the regulatory pressures upon water companies and investment made by the Group in UTS's operating systems.
ACQUISITIONS On 6th April 1998, we completed the acquisition of Utility Technical Services Ltd
BALANCE SHEET Year end net assets increased 53.2% to £11.8 million (1997: £7.7 million). Despite
Accident Investigation
Contaminated Land and EIL |
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