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1 | 23427861_0 | 23427861 | VERDE AGRITECH PLC
ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2016
March 31, 2017
TABLE OF CONTENTS
FORWARD-LOOKING INFORMATION.............................................. 1
CURRENCY AND EXCHANGE RATE INFORMATION................................. 2
CORPORATE STRUCTURE........................ 3
Name, Address and Incorporation............... 3 Inter-corporate Relationships...................... 4
GENERAL DEVELOPMENT AND DESCRIPTION OF THE BUSINESS........... 4
General........................................................ 4 Three Year History...................................... 5 Competitive Conditions............................ 10 Foreign Operations.................................... 10 Product Development................................ 10
CERRADO VERDE PROJECT.................. 10
General...................................................... 10 Project Description and Location.............. 11 Accessibility, Climate, Local Resources, Infrastructure and Physiography............................................. 13 History....................................................... 15 Exploration and Drilling........................... 17 Sample Preparation, Analyses and Security..................................................... 18 Mineral Processing and Metallurgical Testing................................ 20 Mineral Resources..................................... 21 Mineral Reserve Estimates........................ 23 Proposed Mining Operations..................... 24 Market Studies and Contracts................... 26 Contracts................................................... 29 Pricing Composition.................................. 29 Price Forecast............................................ 33 Indicative Economics................................ 34
OTHER MINERAL PROJECTS................. 35
Calcario Limestone Project....................... 35
RISK FACTORS........................................... 36
DIVIDENDS................................................... 43
Dividend Policy......................................... 43
DESCRIPTION OF CAPITAL STRUCTURE................................................. 43
Ordinary Shares......................................... 43 Articles of Association.............................. 43
COMPARISON OF FOREIGN LAWS.............................................................. 45
Ontario vs. English Corporate Law........... 45 Brazilian Corporate Law........................... 51
MARKET FOR SECURITIES.....................52
Trading Price and Volume.........................52 Prior Sales..................................................52
DIRECTORS AND OFFICERS...................52
Names, Occupation and Security Holding......................................................52 Management of Subsidiaries.....................54 Cease Trade Orders, Bankruptcies, Penalties or Sanctions................................54 Conflicts of Interest...................................55
LEGAL PROCEEDINGS.............................55
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS..........................................55
TRANSFER AGENTS AND REGISTRARS................................................ 56
MATERIAL |
1 | 23427861_1 | 23427861 | ............................................ 33 Indicative Economics................................ 34
OTHER MINERAL PROJECTS................. 35
Calcario Limestone Project....................... 35
RISK FACTORS........................................... 36
DIVIDENDS................................................... 43
Dividend Policy......................................... 43
DESCRIPTION OF CAPITAL STRUCTURE................................................. 43
Ordinary Shares......................................... 43 Articles of Association.............................. 43
COMPARISON OF FOREIGN LAWS.............................................................. 45
Ontario vs. English Corporate Law........... 45 Brazilian Corporate Law........................... 51
MARKET FOR SECURITIES.....................52
Trading Price and Volume.........................52 Prior Sales..................................................52
DIRECTORS AND OFFICERS...................52
Names, Occupation and Security Holding......................................................52 Management of Subsidiaries.....................54 Cease Trade Orders, Bankruptcies, Penalties or Sanctions................................54 Conflicts of Interest...................................55
LEGAL PROCEEDINGS.............................55
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS..........................................55
TRANSFER AGENTS AND REGISTRARS................................................ 56
MATERIAL CONTRACTS..........................56
NAMES AND INTERESTS OF EXPERTS.......................................................56
AUDIT COMMITTEE INFORMATION............................................57
ADDITIONAL INFORMATION.................59
SCHEDULE A TABLE OF ABBREVIATIONS........................................60
SCHEDULE B AUDIT COMMITTEE CHARTER.............................1
-i-
FORWARD-LOOKING INFORMATION
Certain statements contained in this annual information form ("AIF") contain forward-looking information about Verde AgriTech Plc ("Verde AgriTech", "Verde" or the "Company"). Forwardlooking information can often be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "estimate", "expect", "goal", "intend", "may", "plan" or "will" or the negative thereof or variations thereon or similar terminology.
Forward-looking information in this AIF includes, but is not limited to:
· the Pre-Feasibility study ("PFS") on the production of TK47TM (previously known as ThermoPotash) at the Company's Cerrado Verde Project ( |
1 | 23427861_2 | 23427861 | CONTRACTS..........................56
NAMES AND INTERESTS OF EXPERTS.......................................................56
AUDIT COMMITTEE INFORMATION............................................57
ADDITIONAL INFORMATION.................59
SCHEDULE A TABLE OF ABBREVIATIONS........................................60
SCHEDULE B AUDIT COMMITTEE CHARTER.............................1
-i-
FORWARD-LOOKING INFORMATION
Certain statements contained in this annual information form ("AIF") contain forward-looking information about Verde AgriTech Plc ("Verde AgriTech", "Verde" or the "Company"). Forwardlooking information can often be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "estimate", "expect", "goal", "intend", "may", "plan" or "will" or the negative thereof or variations thereon or similar terminology.
Forward-looking information in this AIF includes, but is not limited to:
· the Pre-Feasibility study ("PFS") on the production of TK47TM (previously known as ThermoPotash) at the Company's Cerrado Verde Project (defined herein), including forecasts of total resource tonnage, average grade of potash ("K2O") in the glauconitic meta-argillite material (a potassium ("K") silicate rock - defined herein), production, capital and operating cost estimates, net present value, internal rate of return and payback period (the "TK47TM PFS");
· the Company's plans for the exploration and development of, and production from the Cerrado Verde Project and, its other mineral properties;
· the Company's environmental license for TK47TM production;
· the suitability of the Company's agricultural products for their intended commercial use and Brazil's domestic fertilizer needs;
· the prospects of the Company's exploration properties.
Forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Although the Company believes that its expectations reflected in the forward-looking information are reasonable, such information involves known or unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or the Company's projects in Brazil to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include |
1 | 23427861_3 | 23427861 | defined herein), including forecasts of total resource tonnage, average grade of potash ("K2O") in the glauconitic meta-argillite material (a potassium ("K") silicate rock - defined herein), production, capital and operating cost estimates, net present value, internal rate of return and payback period (the "TK47TM PFS");
· the Company's plans for the exploration and development of, and production from the Cerrado Verde Project and, its other mineral properties;
· the Company's environmental license for TK47TM production;
· the suitability of the Company's agricultural products for their intended commercial use and Brazil's domestic fertilizer needs;
· the prospects of the Company's exploration properties.
Forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Although the Company believes that its expectations reflected in the forward-looking information are reasonable, such information involves known or unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or the Company's projects in Brazil to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, but are not limited to:
· general business, economic, competitive, political and social uncertainties;
· the actual results from current or future exploration activities;
· dependence on a new pyrometallurgical process to produce TK47TM;
· conclusions of economic evaluations;
· unexpected increases in capital or operating costs;
· changes in equity markets, inflation and changes in foreign currency exchange rates;
· changes in project parameters as plans continue to be refined;
· changes in labour costs;
· expected sales price of TK47TM and Super GreensandTM;
- 1 -
· expected market potential for TK47TM and Super GreensandTM;
· possible variations of mineral grade or recovery rates;
· accidents, labour disputes and other risks of the mining industry;
· political risks arising from operating in Brazil;
· delays in obtaining governmental consents, permits, licenses and registrations, approvals or financing; and
· those factors discussed in the sections entitled "Risk Factors" in this AIF.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions |
1 | 23427861_b0 | 23427861 | ii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
(viii) The Committee shall establish procedures for:
(A) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
B-3
(B) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(ix) The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
(a) The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
(b) The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
(c) The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
(d) The Committee shall review the Independent Auditor's audit plan, including scope, procedures and timing of the audit.
(e) The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit.
(f)
The Committee shall obtain timely reports from the Independent Auditors describing critical
accounting policies and practices, alternative treatments of information within GAAP that were
discussed with management, their ramifications, and the Independent Auditors' preferred
treatment and material written communications between the Corporation and the Independent
Auditors.
(g) The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
(h) The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Corporation.
C.
Other Responsibilities
The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.
B-4
|
1 | 23427861_b1 | 23427861 | management's internal control report and the evaluation of such report by the Independent Auditors, together with management's response.
(iii) The Committee shall review management's discussion and analysis relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.
(iv) The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.
(v) The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
(vi) The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management's response and subsequent follow-up to any identified weaknesses.
(vii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
(viii) The Committee shall establish procedures for:
(A) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
B-3
(B) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(ix) The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
(a) The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
(b) The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
(c) The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to |
1 | 23459943_0 | 23459943 | integrit y. innovation. involvement.
foraco international
2016 annual report
WORLD LEADING MINERAL & WATER DRILLING SERVICE PROVIDER
INTEGRITY INNOVATION INVOLVEMENT
For over 50 years, Foraco International SA (TSX:FAR) has been providing mineral and water drilling services around the world. We continue to operate in 22 countries with best in class equipment and an innovative and versatile workforce who are dedicated in their field. It is Foraco's international drilling expertise that allows us to tailor drilling solutions to our customers' needs without compromising quality and service delivery.
Mining customers have come to depend on Foraco's diverse range of drilling services during challenging market conditions that demand efficiency across all levels of operations. Many of these productivity and quality enhancements have direct application in our hydro business, where we proudly drill for water in rural communities and in mining environments.
DIAMOND CORE Surface Underground Deep Directional Drilling Air Core
ROTARY Reverse Circulation Down-the-Hole Hammer Rotary Air Blast Large Diameter Bulk
Sampling
2 Foraco International Annual Report 2016
Scientific Diamond Drilling France
FAR activity by mine stage 2016
Exploration Near Mine Exploration Life of Mine Extension Water
WiFroeralicnoeIntCeronrateionDarl iAlnlinnugal ReApourst t2r0a16lia3
VALUE BASED SERVICE DELIVERY
SAFETY AND CUSTOMER FIRST CULTURE
Foraco customers are loyal customers. They recognize the value that comes from peace of mind and a personal approach to doing business with Foraco. They know we don't compromise on safe work or service quality in-spite of challenging market conditions that impact all stakeholders which has strengthened relationships even further. More than ever, we collaborate between regions where we continue to deploy the best people and know-how in the business wherever they are needed.
4ValFuoeracBoaInsterdnaStioenravl iAcnenuDaleRleipvoertr2y016
DRILLING IS OUR BUSINESS
PEOPLE AND TECHNOLOGY
Technical innovations and the best people in the business continue to set Foraco apart from the pack. In 2015, we successfully developed and deployed our first fully wireless remote controlled reverse circulation drill |
1 | 23459943_1 | 23459943 | France
FAR activity by mine stage 2016
Exploration Near Mine Exploration Life of Mine Extension Water
WiFroeralicnoeIntCeronrateionDarl iAlnlinnugal ReApourst t2r0a16lia3
VALUE BASED SERVICE DELIVERY
SAFETY AND CUSTOMER FIRST CULTURE
Foraco customers are loyal customers. They recognize the value that comes from peace of mind and a personal approach to doing business with Foraco. They know we don't compromise on safe work or service quality in-spite of challenging market conditions that impact all stakeholders which has strengthened relationships even further. More than ever, we collaborate between regions where we continue to deploy the best people and know-how in the business wherever they are needed.
4ValFuoeracBoaInsterdnaStioenravl iAcnenuDaleRleipvoertr2y016
DRILLING IS OUR BUSINESS
PEOPLE AND TECHNOLOGY
Technical innovations and the best people in the business continue to set Foraco apart from the pack. In 2015, we successfully developed and deployed our first fully wireless remote controlled reverse circulation drill rig, allowing us to remove the crew from the drill and potential harm, without compromising drilling performance True Innovation. We have developed industry-leading wireless remote drilling technology for reverse circulation drilling and large diameter dewatering packages complete with mechanized road handling.
Foraco IntDernrailtlioinagl AisnnouualrReBpuosrtin20e16ss 5
Australia
Brazil
Canada
Africa
Chile
France
6 Foraco International Annual Report 2016 New Caledonia
Russia
USA
Lost Time Injury Rate Trend per 200,000 hrs
2
1.8
1.6
1.4
1.2 1.1 1.05
1
0.86 0.8
0.6
0.63
0.45
0.4
0.39 0.37 0.33
0.2
0 2009 2010 2011 2012 2013 2014 2015 2016
Total Recordable Injury Frequency Rate per 200,000 hrs
10
9
8 7
6
5
4
3.73
3. |
1 | 23459943_2 | 23459943 | rig, allowing us to remove the crew from the drill and potential harm, without compromising drilling performance True Innovation. We have developed industry-leading wireless remote drilling technology for reverse circulation drilling and large diameter dewatering packages complete with mechanized road handling.
Foraco IntDernrailtlioinagl AisnnouualrReBpuosrtin20e16ss 5
Australia
Brazil
Canada
Africa
Chile
France
6 Foraco International Annual Report 2016 New Caledonia
Russia
USA
Lost Time Injury Rate Trend per 200,000 hrs
2
1.8
1.6
1.4
1.2 1.1 1.05
1
0.86 0.8
0.6
0.63
0.45
0.4
0.39 0.37 0.33
0.2
0 2009 2010 2011 2012 2013 2014 2015 2016
Total Recordable Injury Frequency Rate per 200,000 hrs
10
9
8 7
6
5
4
3.73
3.34
3 2.62
2
2.39
2.17
1.58 1.66
1.64
1
0 2009 2010 2011 2012 2013 2014 2015 2016
Foraco InteSranafteiotnyalTArnaniunail nRegporAt 2f0r1i6ca7
FINANCIAL HIGHLIGHTS
In US$ Million
Revenue
FY 2012 Actual
367.5
FY 2013 Actual
247.8
FY 2014 Actual
185.5
FY 2015 Actual
137.7
FY 2016 Actual
115.2
EBITDA
83.1
37.8
14.4
18.1
7.0
EBITDA %
22.6%
15.3%
7.8%
13.1%
6.1%
Number of Rigs
308
303
302
302
302
Employees
3,349
2,304
1,863
1, |
1 | 23459943_3 | 23459943 | 34
3 2.62
2
2.39
2.17
1.58 1.66
1.64
1
0 2009 2010 2011 2012 2013 2014 2015 2016
Foraco InteSranafteiotnyalTArnaniunail nRegporAt 2f0r1i6ca7
FINANCIAL HIGHLIGHTS
In US$ Million
Revenue
FY 2012 Actual
367.5
FY 2013 Actual
247.8
FY 2014 Actual
185.5
FY 2015 Actual
137.7
FY 2016 Actual
115.2
EBITDA
83.1
37.8
14.4
18.1
7.0
EBITDA %
22.6%
15.3%
7.8%
13.1%
6.1%
Number of Rigs
308
303
302
302
302
Employees
3,349
2,304
1,863
1,562
1,536
Positive EBITDA from more than 20 years and through the downturns
SUCCESSFUL DEBT RENEGOTIATION WAS COMPLETED IN 2017
In US$ Million
Short Term Long Term
As Per FY 2016 Financial Statements
78,271
31,270
1 0 9, 5 4 1
Post Reorganization
12,072 97,469* 1 0 9, 5 4 1
* of which US$ 91 million over 5 years
8 Foraco International Annual Report 2016
REGION, COMMODITY & CUSTOMER BASE
19% Africa
26% South America
23% 18%
North America Asia Pacific
14% Europe
11% Water 37% Gold 6% Diamonds 9% Copper 15% Iron 8% Nickel
8% Coal (+CSG) 3% Phosphate 3% Solution Mining
94%
Majors and Multinational Institutions
6% Juniors
Foraco International Annual Report 2016 9
LETTER TO SHAREHOLDERS
Dear Fellow Shareholders,
Late last year, there were early signs |
1 | 23459943_b0 | 23459943 | ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
58 Notes
SHAREHOLDER INFORMATION
Corporate Head Office
26 Plage de L'Estaque 13016 Marseille, France T: +33.(0)4.96.15.13.60 F: +33.(0)4.96.15.13.61 www.foraco.com
Board of Directors
Daniel Simoncini (Chairman) Jean-Pierre Charmensat Bruno Chabas Warren Holmes Jorge Hurtado
Transfer Agent
Computershare Trust Company of Canada 510 Burrard Street Vancouver, BC V6C 3B9
Auditors
PricewaterhouseCoopers
Legal Counsel
Fasken Martineau DuMoulin LLP
Market Data
Shares of Foraco International S.A. are listed on the Toronto Stock Exchange under the symbol FAR
Annual General Meeting
May 3, 2017 @ 10:00am 26 Plage de L'Estaque 13016 Marseille, France
Investor Contact
Brenda Patterson-Mack T: 1-647-351-5483 or 1-877-795-6363 E: patterson@foraco.com
Shareholder Information 59
Integrity.
We run our business with the highest level of integrity and this value is embedded in all of our daily operations, from the field to our corporate offices.
Innovation.
The global economic, political and geographic landscape is constantly changing and as a result, so is our work environment.
Involvement.
A winning culture and entrepreneurial spirit are two of our key differentiators in the industry.
We practice a fluid bottom-uptop-down communication.
Foraco International 26 Plage de l'Estaque 13016 Marseille, France
www.foraco.com
|
1 | 23459943_b1 | 23459943 | 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................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Notes 57
NOTES
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................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
58 Notes
SHAREHOLDER INFORMATION
Corporate Head Office
26 Plage de L'Estaque 13016 Marseille, France T: +33.(0)4.96.15.13.60 F: +33.(0)4.96.15.13.61 www.foraco.com
Board of Directors
Daniel Simoncini (Chairman) Jean-Pierre Charmensat Bruno Chabas Warren Holmes Jorge Hurtado
Transfer Agent
Computershare Trust Company of Canada 510 Burrard Street Vancouver, BC V6C 3B |
1 | 23627125_0 | 23627125 | A Gold Resource Royalty Company
ANNUAL INFORMATION FORM
March 22, 2018
- 2 -
TABLE OF CONTENTS
Forward Looking Statements
2
Currency and Exchange Rates
2
Name and Organization
3
Development of the Company's Business
3
Three Year History
3
Significant Acquisitions and Dispositions
3
Future Plans
3
Description of the Company's Business
3
Rosebel Royalty
3
Other Information Regarding the Company's Business
6
Risk Factors
6
Directors and Officers
9
Audit and Corporate Governance Committee
10
Dividends and Issuance Premium
12
Capital Structure
12
Market for Securities
14
Transfer Agent and Registrar
14
Material Contracts
14
Interests of Experts
14
Additional Information
15
FORWARD LOOKING STATEMENTS
This Annual Information Form contains forward-looking statements, with respect to the Company's financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditure, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Information Form. These statements include comments regarding expectations of future participation rights payments. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. These forward looking statements involve a number of risks and uncertainties. See "Risk Factors".
CURRENCY AND EXCHANGE RATES
In this Annual Information Form, certain additional information is presented in United States dollars ("US$"), in Canadian dollars ("C$") and in euros (""). On December 31, 2017, US$1.00 equalled C$ |
1 | 23627125_1 | 23627125 | strategies, future events, capital expenditure, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Information Form. These statements include comments regarding expectations of future participation rights payments. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. These forward looking statements involve a number of risks and uncertainties. See "Risk Factors".
CURRENCY AND EXCHANGE RATES
In this Annual Information Form, certain additional information is presented in United States dollars ("US$"), in Canadian dollars ("C$") and in euros (""). On December 31, 2017, US$1.00 equalled C$1.2520 or 0.8319.
- 3 -
NAME AND ORGANIZATION
EURO Ressources S.A. (the "Company") is a corporation incorporated under the laws of France on April 20, 1993 under the name "Guyanor Ressources S.A.". On June 23, 2005, the Company's name was changed to its present name. The Company's registered office is located at 23, rue du Roule, 75001 Paris, France. The Company's principal executive office is located at 401 Bay Street, Suite 3200, PO Box 153, Toronto, Ontario, Canada M5H 2Y4. The Company has no subsidiaries. The Company's website address is www.euroressources.fr.
DEVELOPMENT OF THE COMPANY'S BUSINESS
Three-Year History
Significant Acquisitions and Dispositions
During the three years ended December 31, 2017 there were no significant acquisitions or dispositions completed by the Company.
Future Plans
In 2018, the Company will continue to receive a royalty on the Rosebel Gold Mine in Suriname. Management continues to assess opportunities that could grow the Company beyond the current asset base.
Following the |
1 | 23627125_2 | 23627125 | 1.2520 or 0.8319.
- 3 -
NAME AND ORGANIZATION
EURO Ressources S.A. (the "Company") is a corporation incorporated under the laws of France on April 20, 1993 under the name "Guyanor Ressources S.A.". On June 23, 2005, the Company's name was changed to its present name. The Company's registered office is located at 23, rue du Roule, 75001 Paris, France. The Company's principal executive office is located at 401 Bay Street, Suite 3200, PO Box 153, Toronto, Ontario, Canada M5H 2Y4. The Company has no subsidiaries. The Company's website address is www.euroressources.fr.
DEVELOPMENT OF THE COMPANY'S BUSINESS
Three-Year History
Significant Acquisitions and Dispositions
During the three years ended December 31, 2017 there were no significant acquisitions or dispositions completed by the Company.
Future Plans
In 2018, the Company will continue to receive a royalty on the Rosebel Gold Mine in Suriname. Management continues to assess opportunities that could grow the Company beyond the current asset base.
Following the approval of an arrangement by Columbus' shareholders on November 27, 2017, and the approval from the TSX Venture exchange, Columbus completed the spin-out of Allegiant Gold Ltd ("Allegiant") to Columbus shareholders. As indicated in note 7, EURO holds 19,095,345 shares of Columbus. Accordingly, EURO received in January 2018, a common share of Allegiant for every five Columbus shares held, being 3,819,069 shares. This transaction resulted in a non-cash gain of 1.7 million which will be accounted for in 2018, based on the fair value of shares received of C$0.68 per share on the date of the transaction.
DESCRIPTION OF THE COMPANY'S BUSINESS
IAMGOLD France S.A.S., an indirect wholly owned subsidiary of IAMGOLD, owned approximately 89.71% of all issued and outstanding shares of the Company at December 31, 2017.
The Company's principal business activity is the holding of a royalty payable by IAMGOLD Corporation ("IAMGOLD") related to the gold production of the Rosebel Gold Mine in Suriname (the "Rosebel Royalty"). The Rosebel Gold Mine is 95%-owned by I |
1 | 23627125_3 | 23627125 | approval of an arrangement by Columbus' shareholders on November 27, 2017, and the approval from the TSX Venture exchange, Columbus completed the spin-out of Allegiant Gold Ltd ("Allegiant") to Columbus shareholders. As indicated in note 7, EURO holds 19,095,345 shares of Columbus. Accordingly, EURO received in January 2018, a common share of Allegiant for every five Columbus shares held, being 3,819,069 shares. This transaction resulted in a non-cash gain of 1.7 million which will be accounted for in 2018, based on the fair value of shares received of C$0.68 per share on the date of the transaction.
DESCRIPTION OF THE COMPANY'S BUSINESS
IAMGOLD France S.A.S., an indirect wholly owned subsidiary of IAMGOLD, owned approximately 89.71% of all issued and outstanding shares of the Company at December 31, 2017.
The Company's principal business activity is the holding of a royalty payable by IAMGOLD Corporation ("IAMGOLD") related to the gold production of the Rosebel Gold Mine in Suriname (the "Rosebel Royalty"). The Rosebel Gold Mine is 95%-owned by IAMGOLD, and is operated by IAMGOLD. EURO receives quarterly payments from IAMGOLD on this royalty.
Rosebel Royalty
Economic Terms of the Rosebel Royalty
The Rosebel Royalty provides for payment by IAMGOLD to the Company of cash amounts determined with reference to the volume of gold produced at the Rosebel Gold Mine. The Rosebel Royalty requires IAMGOLD to pay an amount determined as the product of: (i) gold production and (ii) in respect of production from soft and transitional rock, 10% of the amount by which the gold price exceeds US$300 per ounce and in respect of production from hard rock, 10% of the amount by which gold price exceeds US$350 per ounce. The royalty is calculated and payable quarterly and after deduction from production of a fixed royalty of 2% of production payable in kind to the Government of Suriname. The Rosebel Royalty payable by IAMGOLD applies to the first 7.0 million ounces of attributable production from the mine. As of December 31, 2017, the Rosebel mine produced 4.7 million ounces of gold and 2.3 million ounces of gold remain under the Rosebel Royalty contract. Rosebel's |
1 | 23627125_b0 | 23627125 | corporate matters;
(4)
recommend to the Board of Directors each year the retention or replacement of the
external auditors; if there is a plan to change auditors, review all issues related to the
change and the steps planned for an orderly transition;
(5)
annually review and recommend for approval to the Board the terms of engagement
and the remuneration of the external auditor;
(6)
pre-approve all non-audit services to be performed by the external auditors that are not
prohibited by law (unless not required by applicable law); and
(7)
ensure the rotation of the lead or coordinating audit partner having primary responsibility
for the audit as required by law.
F.
Legal Compliance
The Committee shall:
(1)
review legal matters with the Company's legal counsel; and
(2)
establish procedures for (a) the receipt, retention and treatment of complaints received
by the Company regarding accounting, internal accounting controls and auditing matters;
and (b) the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.
G.
Material Disclosure Documents
The Committee shall review the contents of any financial information within any prospectus, information circular or other material disclosure documents prior to their release and recommend their approval to the Board.
H.
The Committee shall review a summary, at least annually, of professional fees paid or payable
in respect of accounting, tax, or legal matters.
IV.
ACCOUNTABILITY
A.
The Committee shall report to the directors at their next regular meeting all such action it has
taken since the previous report.
B.
The Committee is empowered to investigate any activity of the Company and all employees are
to cooperate as requested by the Committee. The Committee may retain and compensate
persons having special expertise to assist it in fulfilling its responsibilities and the
Company/Company shall provide sufficient funding for this purpose.
C.
The Committee is authorized to request the presence of, at any meeting, a representative from
external auditors, senior management, legal counsel, or anyone else who could contribute
substantively to the subject of the meeting.
|
1 | 23627125_b1 | 23627125 | , claims and assessments;
(9)
discuss the annual financial statements and the auditors' report thereon in detail with the
Company's officers and auditors;
(10) review the Annual Report and other annual public information documents including the Annual Information Form and Management's Discussion and Analysis;
(11) provide to the Board a recommendation as to whether the annual financial statements should be approved;
(12) review the Company's various sources of risk and management's plans to mitigate such risk including insurance, hedging, etc.; and
(13) review the actuarial finding status of the pension plans managed by the Company.
E.
External Audit Terms of Reference, Reports, Planning and Appointment
The external auditor shall report directly to the Committee. The Committee shall:
(1)
review the audit plan with the external auditors;
(2)
annually review and discuss with the external auditors all significant relationships they
have with the Company that could impair the external auditors independence;
(3)
discuss with the external auditors, without management present, matters affecting the
conduct of their audit and other corporate matters;
(4)
recommend to the Board of Directors each year the retention or replacement of the
external auditors; if there is a plan to change auditors, review all issues related to the
change and the steps planned for an orderly transition;
(5)
annually review and recommend for approval to the Board the terms of engagement
and the remuneration of the external auditor;
(6)
pre-approve all non-audit services to be performed by the external auditors that are not
prohibited by law (unless not required by applicable law); and
(7)
ensure the rotation of the lead or coordinating audit partner having primary responsibility
for the audit as required by law.
F.
Legal Compliance
The Committee shall:
(1)
review legal matters with the Company's legal counsel; and
(2)
establish procedures for (a) the receipt, retention and treatment of complaints received
by the Company regarding accounting, internal accounting controls and auditing matters;
and (b) the confidential, anonymous submission by employees of the Company of
|
1 | 23632488_0 | 23632488 | VERDE AGRITECH PLC
ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2017
March 29, 2018
TABLE OF CONTENTS
FORWARD-LOOKING INFORMATION.............................................. 2
CURRENCY AND EXCHANGE RATE INFORMATION..................................3
CORPORATE STRUCTURE........................4
Name, Address and Incorporation...............4 Inter-corporate Relationships......................4
GENERAL DEVELOPMENT AND DESCRIPTION OF THE BUSINESS............5
General........................................................5 Three Year History......................................5 Competitive Conditions...............................8 Foreign Operations......................................8 Product Development..................................8
CERRADO VERDE PROJECT.....................8
General........................................................8 Project Description and Location................9 Accessibility, Climate, Local Resources, Infrastructure and Physiography.............................................12 History.......................................................14 Exploration and Drilling............................16 Sample Preparation, Analyses and Security...................................................... 16 Mineral Processing and Metallurgical Testing................................18 Mineral Resources.....................................18 Mineral Reserve Estimates........................20 Recovery Methods.....................................21 Indicative Economics................................23
OTHER MINERAL PROJECTS.................26
Calcario Limestone Project.......................26
RISK FACTORS............................................26
DIVIDENDS...................................................33
Dividend Policy.........................................33
DESCRIPTION OF CAPITAL STRUCTURE.................................................34
Ordinary Shares.........................................34 Articles of Association..............................34
COMPARISON OF FOREIGN LAWS.............................................................. 35
Ontario vs. English Corporate Law...........35 Brazilian Corporate Law...........................41
MARKET FOR SECURITIES.....................42
Trading Price and Volume.........................42 Prior Sales..................................................43
DIRECTORS AND OFFICERS................... 43
Names, Occupation and Security Holding...................................................... 43 Management of Subsidiaries..................... 45 Cease Trade Orders, Bankruptcies, Penalties or Sanctions............................... 45 Conflicts of Interest................................... 45
LEGAL PROCEEDINGS............................. 46
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS......................................... 46
TRANSFER AGENTS AND REGISTRARS............................................... 46
MATERIAL CONTRACTS......................... 46
NAMES AND INTERESTS OF EXPERTS....................................................... 46
AUDIT COMMITTEE INFORMATION |
1 | 23632488_1 | 23632488 | .......................26
RISK FACTORS............................................26
DIVIDENDS...................................................33
Dividend Policy.........................................33
DESCRIPTION OF CAPITAL STRUCTURE.................................................34
Ordinary Shares.........................................34 Articles of Association..............................34
COMPARISON OF FOREIGN LAWS.............................................................. 35
Ontario vs. English Corporate Law...........35 Brazilian Corporate Law...........................41
MARKET FOR SECURITIES.....................42
Trading Price and Volume.........................42 Prior Sales..................................................43
DIRECTORS AND OFFICERS................... 43
Names, Occupation and Security Holding...................................................... 43 Management of Subsidiaries..................... 45 Cease Trade Orders, Bankruptcies, Penalties or Sanctions............................... 45 Conflicts of Interest................................... 45
LEGAL PROCEEDINGS............................. 46
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS......................................... 46
TRANSFER AGENTS AND REGISTRARS............................................... 46
MATERIAL CONTRACTS......................... 46
NAMES AND INTERESTS OF EXPERTS....................................................... 46
AUDIT COMMITTEE INFORMATION........................................... 47
ADDITIONAL INFORMATION................. 49
SCHEDULE A TABLE OF ABBREVIATIONS........................................ 50
SCHEDULE B AUDIT COMMITTEE CHARTER......................... B-1
-i-
FORWARD-LOOKING INFORMATION
Certain statements contained in this annual information form ("AIF") contain forward-looking information about Verde AgriTech Plc ("Verde AgriTech", "Verde" or the "Company"). Forward-looking information can often be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "estimate", "expect", "goal", "intend", "may", "plan" or "will" or the negative thereof or variations thereon or similar terminology.
Forward-looking information in this AIF includes, but is not limited to:
the Pre-Feasibility study ("PFS") on the production of Super Greensand® at the Company's Cerrado Verde Project (defined herein), including forecasts of total resource tonnage, average grade of potash ("K2O") in the glauconitic siltstone material (a potassium ("K") sil |
1 | 23632488_2 | 23632488 | ........................................... 47
ADDITIONAL INFORMATION................. 49
SCHEDULE A TABLE OF ABBREVIATIONS........................................ 50
SCHEDULE B AUDIT COMMITTEE CHARTER......................... B-1
-i-
FORWARD-LOOKING INFORMATION
Certain statements contained in this annual information form ("AIF") contain forward-looking information about Verde AgriTech Plc ("Verde AgriTech", "Verde" or the "Company"). Forward-looking information can often be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "estimate", "expect", "goal", "intend", "may", "plan" or "will" or the negative thereof or variations thereon or similar terminology.
Forward-looking information in this AIF includes, but is not limited to:
the Pre-Feasibility study ("PFS") on the production of Super Greensand® at the Company's Cerrado Verde Project (defined herein), including forecasts of total resource tonnage, average grade of potash ("K2O") in the glauconitic siltstone material (a potassium ("K") silicate rock - defined herein), production, capital and operating cost estimates, net present value, internal rate of return and payback period (the "Super Greensand® PFS");
the Company's plans for the exploration and development of, and production from the Cerrado Verde Project and, its other mineral properties;
the Company's environmental license for Super Greensand® production;
the suitability of the Company's agricultural products for their intended commercial use and Brazil's domestic fertilizer needs;
the prospects of the Company's exploration properties.
Forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Although the Company believes that its expectations reflected in the forward-looking information are reasonable, such information involves known or unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or the Company's projects in Brazil to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, but are not limited to:
general business, economic, competitive, political and social uncertainties;
the actual results from current or future exploration activities;
conclusions of economic evaluations;
unexpected increases in capital or operating costs |
1 | 23632488_3 | 23632488 | icate rock - defined herein), production, capital and operating cost estimates, net present value, internal rate of return and payback period (the "Super Greensand® PFS");
the Company's plans for the exploration and development of, and production from the Cerrado Verde Project and, its other mineral properties;
the Company's environmental license for Super Greensand® production;
the suitability of the Company's agricultural products for their intended commercial use and Brazil's domestic fertilizer needs;
the prospects of the Company's exploration properties.
Forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Although the Company believes that its expectations reflected in the forward-looking information are reasonable, such information involves known or unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or the Company's projects in Brazil to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, but are not limited to:
general business, economic, competitive, political and social uncertainties;
the actual results from current or future exploration activities;
conclusions of economic evaluations;
unexpected increases in capital or operating costs;
changes in equity markets, inflation and changes in foreign currency exchange rates;
changes in project parameters as plans continue to be refined;
changes in labour costs;
expected sales price of Super Greensand®;
expected market potential for Super Greensand®;
possible variations of mineral grade or recovery rates;
accidents, labour disputes and other risks of the mining industry;
-2-
political risks arising from operating in Brazil;
delays in obtaining governmental consents, permits, licenses and registrations, approvals or financing; and
those factors discussed in the sections entitled "Risk Factors" in this AIF.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
The Company has made several assumptions that it believes appropriate, and these include but are not limited to:
the Super Greensand® PFS capital and operating estimates will be achieved if development is undertaken;
the expected sales price of Super Greensand®;
a 36 year mine life for Super Greensand®;
inferred mineral resources and indicated mineral resources will be |
1 | 23632488_b0 | 23632488 | ii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
(viii) The Committee shall establish procedures for:
(A) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
B-3
(B) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(ix) The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
(a) The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
(b) The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
(c) The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
(d) The Committee shall review the Independent Auditor's audit plan, including scope, procedures and timing of the audit.
(e) The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit.
(f)
The Committee shall obtain timely reports from the Independent Auditors describing critical
accounting policies and practices, alternative treatments of information within GAAP that were
discussed with management, their ramifications, and the Independent Auditors' preferred
treatment and material written communications between the Corporation and the Independent
Auditors.
(g) The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
(h) The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Corporation.
C.
Other Responsibilities
The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.
B-4
|
1 | 23632488_b1 | 23632488 | management's internal control report and the evaluation of such report by the Independent Auditors, together with management's response.
(iii) The Committee shall review management's discussion and analysis relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.
(iv) The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.
(v) The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
(vi) The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management's response and subsequent follow-up to any identified weaknesses.
(vii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
(viii) The Committee shall establish procedures for:
(A) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
B-3
(B) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(ix) The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
(a) The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
(b) The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditors.
(c) The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to |
1 | 23635841_0 | 23635841 | FORACO INTERNATIONAL SA 26 Plage de l'Estaque
13016 Marseilles, France Telephone: +33 (0)4 96 15 13 60 Facsimile: +33 (0)4 96 15 13 61 Website: http://www.foraco.com
ANNUAL INFORMATION FORM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017
Dated March 31, 2018
TABLE OF CONTENTS
CERTAIN INFORMATION.......................................................................................................1 FORWARD LOOKING STATEMENTS....................................................................................1 CURRENCY AND EXCHANGE RATES..................................................................................2 GLOSSARY OF TECHNICAL TERMS.....................................................................................3 CORPORATE STRUCTURE.....................................................................................................5 GENERAL DEVELOPMENT OF THE BUSINESS...................................................................7 FORACO'S BUSINESS.............................................................................................................8 DESCRIPTION OF SHARE CAPITAL....................................................................................19 DIVIDENDS............................................................................................................................. 20 FRENCH COMMERCIAL CODE AND CONSTATING DOCUMENTS................................20 FREE SHARE PLANS.............................................................................................................21 MARKET FOR SECURITIES..................................................................................................22 DIRECTORS AND OFFICERS................................................................................................23 RISK FACTORS......................................................................................................................28 LEGAL PROCEEDINGS.........................................................................................................37 REGULATORY ACTIONS......................................................................................................37 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...........37 AUDITORS, TRANSFER AGENT AND REGISTRAR...........................................................37 MATERIAL CONTRACTS......................................................................................................38 INTEREST OF EXPERTS........................................................................................................38 ADDITIONAL INFORMATION..............................................................................................38
CERTAIN INFORMATION
This Annual Information Form includes, and expressly identifies, market and industry data that has been obtained from third party sources, including industry publications, as well as industry data prepared by management on the basis of its knowledge of and experience in these markets. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of information included. Although believed to be reliable, the Company has not independently verified any of the data from third party sources. In addition, the Company has not independently verified any of the industry data prepared by Company management.
Unless otherwise noted or unless the context otherwise indicates, "Foraco" or the "Company" refers to Foraco International SA and its direct and indirect subsidiaries.
FORWARD LOOKING STATEMENTS
This Annual Information |
1 | 23635841_1 | 23635841 | .........................................................................................................37 REGULATORY ACTIONS......................................................................................................37 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...........37 AUDITORS, TRANSFER AGENT AND REGISTRAR...........................................................37 MATERIAL CONTRACTS......................................................................................................38 INTEREST OF EXPERTS........................................................................................................38 ADDITIONAL INFORMATION..............................................................................................38
CERTAIN INFORMATION
This Annual Information Form includes, and expressly identifies, market and industry data that has been obtained from third party sources, including industry publications, as well as industry data prepared by management on the basis of its knowledge of and experience in these markets. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of information included. Although believed to be reliable, the Company has not independently verified any of the data from third party sources. In addition, the Company has not independently verified any of the industry data prepared by Company management.
Unless otherwise noted or unless the context otherwise indicates, "Foraco" or the "Company" refers to Foraco International SA and its direct and indirect subsidiaries.
FORWARD LOOKING STATEMENTS
This Annual Information Form contains "forward looking information" or "forward looking statements" within the meaning of applicable securities laws which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, its subsidiaries and its projects. Often, but not always, forward looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "can", "would", "potentially", "might" or "will" be taken, occur or be achieved and include, without limitation, statements with respect to: the Company's business strategy and expected performance; industry conditions and competitive advantages; equipment capabilities; compliance with applicable laws; the Company's health and safety record; dividends and dividend policy; conflicts of interest; taxes; labour negotiations; and the Company's risk factors.
Foraco believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can |
1 | 23635841_2 | 23635841 | Form contains "forward looking information" or "forward looking statements" within the meaning of applicable securities laws which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, its subsidiaries and its projects. Often, but not always, forward looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "can", "would", "potentially", "might" or "will" be taken, occur or be achieved and include, without limitation, statements with respect to: the Company's business strategy and expected performance; industry conditions and competitive advantages; equipment capabilities; compliance with applicable laws; the Company's health and safety record; dividends and dividend policy; conflicts of interest; taxes; labour negotiations; and the Company's risk factors.
Foraco believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. Forward looking information and statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward looking information and statements. Such factors include, without limitation, the risk factors set forth under "Risk Factors" in this Annual Information Form and in other filings made by Foraco from time to time with securities regulatory authorities, as well as the following: geological, technical, drilling, weather-related, cost increases, accidents, exchange rates, labour supply, demand and regulatory risks; insufficiency of insurance; third-party credit risks; actions by governmental or regulatory authorities, including changes in tax laws, royalty regimes, environmental laws and incentive programs relating to the mining industry; commodities price volatility; changes in capital and other expenditure requirements and debt service requirements; and general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking information and statements,
- 2 -
there may be other factors that cause |
1 | 23635841_3 | 23635841 | be given that these factors, expectations and assumptions will prove to be correct. Forward looking information and statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward looking information and statements. Such factors include, without limitation, the risk factors set forth under "Risk Factors" in this Annual Information Form and in other filings made by Foraco from time to time with securities regulatory authorities, as well as the following: geological, technical, drilling, weather-related, cost increases, accidents, exchange rates, labour supply, demand and regulatory risks; insufficiency of insurance; third-party credit risks; actions by governmental or regulatory authorities, including changes in tax laws, royalty regimes, environmental laws and incentive programs relating to the mining industry; commodities price volatility; changes in capital and other expenditure requirements and debt service requirements; and general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking information and statements,
- 2 -
there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. See "Risk Factors".
In connection with the forward-looking statements contained in this Annual Information Form, Foraco has also made certain assumptions about its business and the industry in which it operates, including that: Foraco will be able to successfully execute its business plan, strategies and objectives; Foraco will be able to effectively manage cash flow, foreign exchange risk and working capital; Foraco will be able to attract and retain qualified personnel; foreign jurisdictions will not impose unexpected risks; Foraco will not be involved in any unexpected litigation; that Foraco will continue to conduct its operations in a manner consistent with past operations; the general continuance of current or, where applicable, assumed industry conditions; availability of debt and/or equity sources to fund Foraco's capital and operating requirements as needed; and certain cost assumptions. Although Foraco believes that the assumptions inherent in the forward-looking statements are reasonable as of the date of this Annual Information Form, forward-looking statements are not guarantees of future performance. See "Risk Factors".
Forward looking information and statements contained herein are made as of the date of this Annual Information Form and the Company disclaims any obligation to update any forward |
1 | 23635841_b0 | 23635841 | of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum.
- 44 -
x The Committee will meet at least once each fiscal quarter and as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.
x The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the articles of the Company or otherwise determined by resolution of the Board.
x The Company shall provide the Committee with the resources necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants, as it deems appropriate, acting reasonably.
x The Committee shall have access to any and all books and records of the Company necessary for the execution of the Committee's obligations and shall discuss with the CEO or the Vice-CEO such records and other matters considered appropriate.
x The Committee shall have the authority to seek any information it requires from employees all of whom are directed to cooperate with the Committee's requests or external parties.
x The Committee has the authority to communicate directly with the internal and external auditors.
x At the invitation of the Chair, individuals who are not members of the Committee may attend any meeting of the Committee.
Reports
x The Committee shall produce the following reports and provide them to the Board:
(a) an annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make this report; and
(b) a summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.
Review of Charter
x The Committee shall review and reassess the adequacy of this Charter as it deems appropriate and recommend changes to the Board.
- 45 -
|
1 | 23635841_b1 | 23635841 | , it may be filled by the Board. The Board shall fill any vacancy whenever necessary to maintain a Committee membership of at least three directors.
x The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.
x All members of the Committee must be "financially literate" (i.e., have the ability to read and understand a set of financial statements such as a balance sheet, an income statement and a cash flow statement).
Procedures
x The Board shall appoint one of the directors elected to the Committee as the Chair of the Committee (the "Chair"). In the absence of the appointed Chair from any meeting of the Committee, the members shall elect a Chair from those in attendance to act as Chair of the meeting.
x The Chair will appoint a secretary (the "Secretary") who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.
x No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all the members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum.
- 44 -
x The Committee will meet at least once each fiscal quarter and as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.
x The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the articles of the Company or otherwise determined by resolution of the Board.
x The Company shall provide the Committee with the resources necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants, as it deems appropriate, acting reasonably.
x The Committee shall have access to any and all books and records of the Company necessary for the execution of the Committee's obligations and shall discuss with the CEO or the Vice-CEO such records and other matters considered appropriate.
x The Committee shall have |
1 | 23636274_0 | 23636274 | THE GLOBAL NATURAL RESOURCES ROYALTY COMPANY
2017 A NNUA L REPORT & ACCOUNTS Anglo Pacific Group PLC
CONTENTS
01
GROUP OVERVIEW
02 Anglo Pacific at a glance
03 Mining royalties explained
04 Our portfolio
06 Chairman's statement
08 STRATEGIC REPORT 08 Chief Executive Officer's statement 10 Market overview 12 Our business model 14 Our strategy 16 New royalty acquisition 18 Principal risks and uncertainties 24 Key performance indicators 25 Business review 37 Financial review 42 Corporate social responsibility
44
GOVERNANCE
44 Corporate governance report
45 The Board
48 Nomination Committee
49 Audit Committee
52 Remuneration Committee
53 Directors' remuneration report
66 Directors' report
68 Statement of Directors' responsibilities
69
FINANCIAL STATEMENTS
69 Independent auditor's report
75 Consolidated income statement
76 Consolidated statement of comprehensive income
77 Consolidated and Company balance sheets
78 Consolidated statement of changes in equity
79 Company statement of changes in equity
80 Consolidated statement of cash flows
and Company statement of cash flows
81 Notes to the consolidated financial statements
119 OTHER INFORMATION 119 Shareholder statistics 119 Corporate details 120 Forward-looking statements
FOR MORE INFO VISIT anglopacificgroup.com
PERFORMANCE MEASURES
Throughout this report a number of financial measures are used to assess the Group's performance. The measures are defined as follows:
Operating profit/(loss) Operating profit/(loss) represents the Group's underlying operating performance from its royalty interests. Operating profit/(loss) is royalty income, less amortisation of royalties and operating expenses, and excludes impairments, revaluations and gain/(loss) on disposals. Operating profit/(loss) reconciles to `operating profit/(loss) before impairments, revaluations and gain/(losses) on disposals' on the income statement.
Adjusted earnings per share Adjusted earnings represents the Group's underlying operating performance from core activities. Adjusted earnings is the profit/(loss) attributable to equity holders less all valuation movements, and non-cash impairments, amortisation charges, share based payments, finance costs, any associated deferred tax and any profit or loss on non-core asset disposals. Adjusted earnings divided by the weighted average |
1 | 23636274_1 | 23636274 | statement of cash flows
81 Notes to the consolidated financial statements
119 OTHER INFORMATION 119 Shareholder statistics 119 Corporate details 120 Forward-looking statements
FOR MORE INFO VISIT anglopacificgroup.com
PERFORMANCE MEASURES
Throughout this report a number of financial measures are used to assess the Group's performance. The measures are defined as follows:
Operating profit/(loss) Operating profit/(loss) represents the Group's underlying operating performance from its royalty interests. Operating profit/(loss) is royalty income, less amortisation of royalties and operating expenses, and excludes impairments, revaluations and gain/(loss) on disposals. Operating profit/(loss) reconciles to `operating profit/(loss) before impairments, revaluations and gain/(losses) on disposals' on the income statement.
Adjusted earnings per share Adjusted earnings represents the Group's underlying operating performance from core activities. Adjusted earnings is the profit/(loss) attributable to equity holders less all valuation movements, and non-cash impairments, amortisation charges, share based payments, finance costs, any associated deferred tax and any profit or loss on non-core asset disposals. Adjusted earnings divided by the weighted average number of shares in issue gives adjusted earnings per share. Refer to note 11 to the financial statements for adjusted earnings/(loss) per share.
Dividend cover Dividend cover is calculated as the number of times adjusted earnings per share exceeds the dividend per share. Refer to note 12 to the financial statements for dividend cover.
Free cash flow per share Free cash flow per share is calculated by dividing net cash generated from operating activities, plus proceeds from the disposal of non-core assets and any cash considered as repayment of principal, less finance costs, by the weighted average number of shares in issue. Refer to note 33 to the financial statements for free cash flow per share.
ANGLO PACIFIC GROUP PLC ANNUAL REPORT & ACCOUNTS 2017
01
GROUP OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
GROUP OVERVIEW
OUR AIM IS TO DEVELOP AS THE LEADING INTERNATIONAL DIVERSIFIED ROYALTY COMPANY WITH A PORTFOLIO CENTRED ON BASE METALS AND BULK MATERIALS.
Anglo Pacific Group PLC (`Anglo Pacific', the `Company' or the `Group') |
1 | 23636274_2 | 23636274 | number of shares in issue gives adjusted earnings per share. Refer to note 11 to the financial statements for adjusted earnings/(loss) per share.
Dividend cover Dividend cover is calculated as the number of times adjusted earnings per share exceeds the dividend per share. Refer to note 12 to the financial statements for dividend cover.
Free cash flow per share Free cash flow per share is calculated by dividing net cash generated from operating activities, plus proceeds from the disposal of non-core assets and any cash considered as repayment of principal, less finance costs, by the weighted average number of shares in issue. Refer to note 33 to the financial statements for free cash flow per share.
ANGLO PACIFIC GROUP PLC ANNUAL REPORT & ACCOUNTS 2017
01
GROUP OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
GROUP OVERVIEW
OUR AIM IS TO DEVELOP AS THE LEADING INTERNATIONAL DIVERSIFIED ROYALTY COMPANY WITH A PORTFOLIO CENTRED ON BASE METALS AND BULK MATERIALS.
Anglo Pacific Group PLC (`Anglo Pacific', the `Company' or the `Group') is the only listed company on the London Stock Exchange focused on royalties connected with the mining of natural resources. Our strategy is to build a diversified portfolio of royalties and metal streams, focusing on accelerating income growth through acquiring royalties in cash or near-term cash producing assets.
It is an objective of the Company to pay a substantial portion of these royalties and metal streams to shareholders as dividends.
HOW WE ARE ACHIEVING OUR STR ATEGY PAGES 14 TO 17
FOR MORE INFO VISIT anglopacificgroup.com
02
ANGLO PACIFIC GROUP PLC ANNUAL REPORT & ACCOUNTS 2017
GROUP OVERVIEW
ANGLO PACIFIC AT A GLANCE
KPIs
Royalty income (£m)
£37.4m
37.4
19.7 14.7
8.7 3.5
2013
2014
2015
2016
2017
Adjusted earnings per share (p)
16.82p
16.82
8.39
9.76
2.47
-1.97
2013
2014
2015
|
1 | 23636274_3 | 23636274 | is the only listed company on the London Stock Exchange focused on royalties connected with the mining of natural resources. Our strategy is to build a diversified portfolio of royalties and metal streams, focusing on accelerating income growth through acquiring royalties in cash or near-term cash producing assets.
It is an objective of the Company to pay a substantial portion of these royalties and metal streams to shareholders as dividends.
HOW WE ARE ACHIEVING OUR STR ATEGY PAGES 14 TO 17
FOR MORE INFO VISIT anglopacificgroup.com
02
ANGLO PACIFIC GROUP PLC ANNUAL REPORT & ACCOUNTS 2017
GROUP OVERVIEW
ANGLO PACIFIC AT A GLANCE
KPIs
Royalty income (£m)
£37.4m
37.4
19.7 14.7
8.7 3.5
2013
2014
2015
2016
2017
Adjusted earnings per share (p)
16.82p
16.82
8.39
9.76
2.47
-1.97
2013
2014
2015
2016
2017
Dividend cover (x)
2.4x
2.4 1.6
0.8
0.4 0.0
2013
2014
2015
2016
2017
Free cash flow per share (p)
23.20p
23.20
10.65
7.93
4.93
2.93
2013
2014
2015
2016
2017
Royalty assets acquired (£m)
£29.4m
45.0
16.2
29.4
6.3 0.0
2013
2014
2015
2016
2017
MORE DETAILS ON PAGE 24
KEY HIGHLIGHTS 2017
Primary listing
London Stock Exchange
Secondary listing
Toronto Stock Exchange
Assets in production
by value
Over 89% of our portfolio by value, across 5 commodities is in production
Production potential
Significant, organic growth in the current portfolio from Kestrel, Narrabri and Salamanca
Global royalty assets
12 principal royalty and streaming related assets across 5 |
1 | 23636274_b0 | 23636274 | the Group undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
US Employment Retirement Income Security Act Fiduciaries of (i) US employee benefit plans that are subject to Title I of the US Employment Retirement Income Security Act of 1974 (ERISA), (ii) individual retirement accounts, Keogh and other plans that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the Internal Revenue Code), and (iii) entities whose underlying assets are deemed to be ERISA `plan assets' by reason of investments made in such entities by such employee benefit plans, individual retirement accounts, Keogh and other plans (collectively referred to as Benefit Plan Investors) should consider whether holding the Company's ordinary shares will constitute a violation of their fiduciary obligations under ERISA or a prohibited transaction under ERISA or the Internal Revenue Code. Shareholders should be aware that the assets of the Company may be or become treated as `plan assets' that are subject to ERISA fiduciary requirements and/or the prohibited transaction rules of ERISA and the Internal Revenue Code. The Company's ordinary shares are subject to transfer restrictions and provisions that are intended to mitigate the risk of, among other things, the assets of the Company being deemed to be `plan assets' under ERISA. Shareholders who believe these provisions may be applicable to them should review these restrictions which are set forth in the Company's Articles of Association and should consult their own counsel regarding the potential implications of ERISA, the prohibited transaction provisions of the Internal Revenue Code or any similar law in the context of an investment in the Company and the investment of the Company's assets.
Printed in the UK by CPI Colour on Amadeus Primo Silk FSC® certified paper. Amadeus Primo Silk is certified FSC®, is made using ECF pulp, and manufactured according to ISO 9001 and ISO 14001.
Designed and produced by Boone www.boone-studio.com
ANGLO PACIFIC GROUP PLC
1 Savile Row, London W1S 3JR United Kingdom
T +44 (0)20 3435 7400 F +44 (0)20 7629 0370
info@anglopacificgroup.com www.anglopacificgroup.com
|
1 | 23636274_b1 | 23636274 | of royalties, royalties subject to other rights, and contractual terms not being honoured, together with those risks identified in the `Principal Risks and Uncertainties' section herein. If any such risks actually occur, they could materially adversely affect the Group's business, financial condition or results of operations. Readers are cautioned that the list of factors noted in the section herein entitled `Risk' is not exhaustive of the factors that may affect the Group's forward-looking
statements. Readers are also cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
This Annual Report also contains forward-looking information contained and derived from publicly available information regarding properties and mining operations owned by third parties. The Group's management relies upon this forwardlooking information in its estimates, projections, plans and analysis. Although the forward-looking statements contained in this Annual Report are based upon what the Group believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements made in this Annual Report relate only to events or information as of the date on which the statements are made and, except as specifically required by applicable laws, listing rules and other regulations, the Group undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
US Employment Retirement Income Security Act Fiduciaries of (i) US employee benefit plans that are subject to Title I of the US Employment Retirement Income Security Act of 1974 (ERISA), (ii) individual retirement accounts, Keogh and other plans that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the Internal Revenue Code), and (iii) entities whose underlying assets are deemed to be ERISA `plan assets' by reason of investments made in such entities by such employee benefit plans, individual retirement accounts, Keogh and other plans (collectively referred to as Benefit Plan Investors) should consider whether holding the Company's ordinary shares will constitute a violation of their fiduciary obligations under ERISA or a prohibited transaction under ERISA or the Internal Revenue Code. Shareholders should be aware that the assets of the Company may be or become treated as `plan assets' that are subject to ERISA fiduciary requirements and/or the prohibited transaction rules of ERISA and the Internal Revenue |
1 | 23880209_0 | 23880209 | Atalaya Mining Plc
for the year ended 31 december 2018
Atalaya Mining Plc
for the year ended 31 december 2018
CONTENT
12 12 15 16 18 20 21
21
34 36 37 37 37
company overview
group highlights
atalaya at a glance
letter from the chairman
management report
introduction
forward looking statements I. Review of developments,
current position and performance of the Group's business and principal risks and uncertainties II. Future developments of the Group and the Company III. Statement of Corporate Governance IV. Directors' responsibilities for the financial statements
V. Auditors
VI. Events after the reporting period
38 56 62 64 69
70 71 72 73 74 76 130 131 135
corporate governance report
corporate social responsibility
financial statements
independent auditors' report
consolidated and company statements of comprehensive income consolidated and company statements of financial position consolidated statements of changes in equity company statements of changes in equity consolidated statements of cash flows company statements of cash flows notes to the consolidated and company financial statements
shareholder information
glossary of terms
shareholder inquiries
Atalaya Mining Plc.
company overview
12
COMPANY
GROUP HIGHLIGHTS
annual report 2018
13
company overview
Atalaya Mining Plc.
OVERVIEW
OPERATIONAL HIGHLIGHTS
GROUP PRODUCTION
180,661 165,965
2019 GUIDANCE
45,00046,500
37,164 42,114
35,504 40,306
COPPER CONCENTRATE (t.) COPPER CONTAINED IN CONCENTRATE (t.) PAYABLE COPPER CONTAINED IN CONCENTRATE (t.)
FY2017 FY2018
FY2017 FY2018
FY2017 FY2018
2018 SECOND FULL YEAR OF PRODUCTION
WITH COPPER PRODUCTION ABOVE
GUIDANCE
2019 GUIDANCE TARGETING AN IMPROVEMENT ON 2018 PRODUCTION
EXPANSION TO 15MTPA AT PROYECTO RIOTINTO OVER 80%
COMPLETION
PERMITTING FOR PROYECTO TOURO IN AN ADVANCE STAGE
annual report 2018
Atalaya Mining Plc.
|
1 | 23880209_1 | 23880209 | .
company overview
12
COMPANY
GROUP HIGHLIGHTS
annual report 2018
13
company overview
Atalaya Mining Plc.
OVERVIEW
OPERATIONAL HIGHLIGHTS
GROUP PRODUCTION
180,661 165,965
2019 GUIDANCE
45,00046,500
37,164 42,114
35,504 40,306
COPPER CONCENTRATE (t.) COPPER CONTAINED IN CONCENTRATE (t.) PAYABLE COPPER CONTAINED IN CONCENTRATE (t.)
FY2017 FY2018
FY2017 FY2018
FY2017 FY2018
2018 SECOND FULL YEAR OF PRODUCTION
WITH COPPER PRODUCTION ABOVE
GUIDANCE
2019 GUIDANCE TARGETING AN IMPROVEMENT ON 2018 PRODUCTION
EXPANSION TO 15MTPA AT PROYECTO RIOTINTO OVER 80%
COMPLETION
PERMITTING FOR PROYECTO TOURO IN AN ADVANCE STAGE
annual report 2018
Atalaya Mining Plc.
company overview
14
FY2017
FINANCIAL HIGHLIGHTS
GROUP FINANCIALS
FY2018
FY2018
189,476
160,537
REVENUES (K)
1.94
1.91
CASH COST ($/LB PAYABLE)
8,435
22,137
WORKING CAPITAL (K)
FY2018
FY2017
FY2017
FY2017
FY2018
FY2018
FY2018
53,542
41,347
EBITDA (K)
2.26
2.30
ALL-IN SUSTAINING COST ($/LB PAYABLE)
33,070
42,856
CASH AT BANK (K)
FY2017
FY2017
HIGHER EBITDA COMPARED WITH PREVIOUS YEAR AMOUNTING TO 53.5 MILLION
CASH COST IMPROVEMENT FROM 2018 EXPECTATIONS
33.1 MILLION CASH AT BANK AS AT 31 DECEMBER 2018
Additional information about |
1 | 23880209_2 | 23880209 | company overview
14
FY2017
FINANCIAL HIGHLIGHTS
GROUP FINANCIALS
FY2018
FY2018
189,476
160,537
REVENUES (K)
1.94
1.91
CASH COST ($/LB PAYABLE)
8,435
22,137
WORKING CAPITAL (K)
FY2018
FY2017
FY2017
FY2017
FY2018
FY2018
FY2018
53,542
41,347
EBITDA (K)
2.26
2.30
ALL-IN SUSTAINING COST ($/LB PAYABLE)
33,070
42,856
CASH AT BANK (K)
FY2017
FY2017
HIGHER EBITDA COMPARED WITH PREVIOUS YEAR AMOUNTING TO 53.5 MILLION
CASH COST IMPROVEMENT FROM 2018 EXPECTATIONS
33.1 MILLION CASH AT BANK AS AT 31 DECEMBER 2018
Additional information about Atalaya Mining Plc. is available at www.atalayamining.com
annual report 2018
15
company overview
ATALAYA AT A GLANCE
Atalaya Mining Plc.
A talaya is an AIM and TSX listed mining and development group which produces copper concentrates including silver by-product at its wholly owned Proyecto Riotinto site in southwest Spain. In addition, the Group has a phased, earn-in agreement to acquire up to 80% of Proyecto Touro, a brownfield copper project in northwest Spain which is currently at the permitting stage. >> Strong pipeline of low risk growth projects >> Proven management team >> Supportive strategic shareholders
PROYECTO RIOTINTO
Atalaya owns 100% of the Proyecto Riotinto copper mine in Huelva.
Atalaya increased its open pit mineral reserves by 29% as per the updated NI 43-101 technical report filed in the third quarter of 2018. A brownfield expansion is in progress which is expected to increase throughput from the current 9.5Mtpa to 15Mtpa.
PROYECTO TOURO
In 2017, At |
1 | 23880209_3 | 23880209 | Atalaya Mining Plc. is available at www.atalayamining.com
annual report 2018
15
company overview
ATALAYA AT A GLANCE
Atalaya Mining Plc.
A talaya is an AIM and TSX listed mining and development group which produces copper concentrates including silver by-product at its wholly owned Proyecto Riotinto site in southwest Spain. In addition, the Group has a phased, earn-in agreement to acquire up to 80% of Proyecto Touro, a brownfield copper project in northwest Spain which is currently at the permitting stage. >> Strong pipeline of low risk growth projects >> Proven management team >> Supportive strategic shareholders
PROYECTO RIOTINTO
Atalaya owns 100% of the Proyecto Riotinto copper mine in Huelva.
Atalaya increased its open pit mineral reserves by 29% as per the updated NI 43-101 technical report filed in the third quarter of 2018. A brownfield expansion is in progress which is expected to increase throughput from the current 9.5Mtpa to 15Mtpa.
PROYECTO TOURO
In 2017, Atalaya signed a phased, earn-in agreement for up to 80% ownership of Proyecto Touro, a brownfield copper project in northwest Spain. The permitting process is well advanced and is now pending for evaluation from a regulatory perspective.
annual report 2018
Atalaya Mining Plc.
letter from the chairman
16
LETTER FROM THE CHAIRMAN
Dear Shareholder I am delighted to report 2018 has been another year of new records achieved at your Company's operating project at Riotinto. Throughput and metallurgical recoveries increased year-on-year as a result of continuous improvements. The ore processing throughput rate was steadily increased during 2018 to achieve a cumulative plant throughput of 9.8Mtpa, with copper production of
42,100 tonnes, an increase of around 13% from the 37,200 tonnes produced in 2017. The average process plant feed grade of 0.49% copper was consistent with reserve estimates and the process recovery rate improved in 2018 to 88.30% from 85.45% in 2017. Cash operating costs for 2018 of $1.94/lb were well below the original forecast guideline of $2.15/lb to $2.30/lb.
|
1 | 23880209_b0 | 23880209 | y Chairman. Nonexecutive chairman Alberto Lavandeira Managing director and CEO
Hui (Harry) Liu Non-executive director
Dr. Jose Sierra Lopez Non-executive director
Jesus Fernandez Non-executive director
Damon Barber Non-executive director
Dr. Hussein Barma Non-executive director
Jonathan Lamb Non-executive director
Stephen Scott Non-executive director
Corporate brokers:
canaccord genuity ltd.
41 Lothbury London EC2R 7AE -- bmo capital markets
95 Queen Victoria Street London, EC4V 4HG
NOMAD:
canaccord genuity ltd.
41 Lothbury London EC2R 7AE
Investor Relations:
Carina Corbett 4c communications ltd.
Hudson House 8 Tavistock Street London WC2E 7PP +44 (0) 203 170 7973
Public Relations:
Elisaberh Cowell newgate communications
Sky Light City Tower 50 Basinghall Street London EC2V 5DE
+44 (0) 207 680 6550
Registrars:
cymain registrars ltd.
26 Vyronos Avenue 1096 Nicosia, Cyprus
Depositary / transfer
agent:
United Kingdom computershare investor services plc.
The Pavilions Bridgwater Bristol BS13 8AE
Canada computershare investor services inc.
100 Universtity Avenue 8th Floor, North Tower Toronto, Ontario M5J 2Y1
Company secretary:
inter jura cy (services) limited
1 Lampousa Street, 1095 Nicosia, Cyprus
Group Auditor:
ernst & young cyprus ltd.
Jean Nouvel Tower, 6 Stasinos Avenue, P.O.Box 21656, 1511, Nicosia, Cyprus
Registered office:
1 Lampousa Street, 1095 Nicosia, Cyprus
annual report 2018
spain office
La Dehesa s/n Minas de Riotinto, 21660 Huelva, Spain
registered office
1, Lambousa Street. Nicosia 1095, Cyprus
cyprus office
3, Ayiou Demetriou Street, Acropolis 2012 Nicosia, Cyprus
|
1 | 23880209_b1 | 23880209 | containing a high percentage of valuable metal
Represents total copper in a mineral reserve before reduction to account for tonnes not able to be recovered by the applicable metallurgical process
The amount of metal in each tonne of ore, expressed as a percentage of valuable metal
Million tonnes per annum
National Instrument 43-101, standard of disclosure for mineral projects according to Canadian guidelines
A mine where the minerals are mined entirely from the surface. Also referred to as open-cut or open-cast mine
A sufficiently large amount of ore that can be mined economically
Mining terms
P&P Reserves Stripping
Tailings
TC/RC VTEM
3D
Proven and Probable reserves
Removal of overburden or waste rock overlying an ore body in preparation for mining by open pit methods
Materials left over after the process of separating the valuable fraction from the uneconomic fraction of an ore
Treatment Charge and Refinement Charge
Versatile Time Electomagnetic mapping
Three Dimensional
annual report 2018
135
Shareholder information
Atalaya Mining Plc.
SHAREHOLDER INQUIRIES
Board of Directors:
Roger Davey Chairman. Nonexecutive chairman Alberto Lavandeira Managing director and CEO
Hui (Harry) Liu Non-executive director
Dr. Jose Sierra Lopez Non-executive director
Jesus Fernandez Non-executive director
Damon Barber Non-executive director
Dr. Hussein Barma Non-executive director
Jonathan Lamb Non-executive director
Stephen Scott Non-executive director
Corporate brokers:
canaccord genuity ltd.
41 Lothbury London EC2R 7AE -- bmo capital markets
95 Queen Victoria Street London, EC4V 4HG
NOMAD:
canaccord genuity ltd.
41 Lothbury London EC2R 7AE
Investor Relations:
Carina Corbett 4c communications ltd.
Hudson House 8 Tavistock Street London WC2E 7PP +44 (0) 203 170 7973
Public Relations:
Elisaberh Cowell newgate communications
Sky Light City Tower 50 Basinghall Street London EC2V 5DE
+44 (0) 207 680 6550
Registrars:
cymain registrars l |
1 | 23891766_0 | 23891766 | DELIVER
DE-LEVER
GROW
EnQuest PLC Annual Report and Accounts 2018
OUR PURPOSE
With hydrocarbons expected to remain a key element of the global energy mix for many years, EnQuest is focused on enhancing hydrocarbon recovery and extending the useful lives of assets in a profitable and responsible manner, helping to fulfil energy demand requirements as part of the transition to a sustainable lower-carbon world
ENQUEST VALUES
EnQuest's Values embody everything the Company stands for, underpinning the way in which we want to work with all our stakeholders in achieving our strategy.
Safety sits at the core of everything we do as we aim for Safe Results with no harm to our people and respect for the environment. We conduct our business and our relationships with respect and openness.
We work collaboratively to achieve exceptional results, driving a focused business to achieve success. Always pursuing growth and learning opportunities to unlock our full potential as individuals, teams and the Company as a whole.
CONTENTS
STRATEGIC REPORT
01 Highlights 02 Our year in review 04 Strategy and business model 06 Track record 08 Key performance indicators 09 EnQuest Values 10 Chairman's statement 12 Chief Executive's report 16 Operating review 17 Northern North Sea operations 18 Central North Sea operations 18 The Kraken development 19 Malaysia operations 20 Reserves and resources 21 Hydrocarbon assets 22 Financial review 28 Corporate responsibility review 36 Risks and uncertainties
CORPORATE GOVERNANCE
44 Board of Directors 46 Senior management 48 Chairman's letter 49 Corporate Governance Statement 53 Audit Committee Report 58 Directors' Remuneration Report 77 Nomination Committee Report 79 Risk Committee Report 80 Directors' Report
WORK COLLABORATIVELY
RESPECT & OPENNESS
GROWTH & LEARNING
DRIVING A FOCUSED BUSINESS
FINANCIAL STATEMENTS
84 Statement of Directors' Responsibilities for the Group Financial Statements
85 Independent Auditor's Report to the Members of EnQuest PLC
92 Group Statement of Comprehensive Income 93 Group Balance Sheet 94 Group Statement of Changes in Equity 95 Group Statement of Cash Flows 96 Notes to the Group Financial Statements 137 Statement of Directors' Responsibilities for
the Parent Company Financial Statements 138 Company Balance Sheet 139 Company Statement of Changes in Equity 140 Notes to the Financial Statements 146 Company information
STRATEGIC REPORT
01 EnQuest PLC Annual Report and Accounts 2018
HIGHLIGHTS
The |
1 | 23891766_1 | 23891766 | North Sea operations 18 Central North Sea operations 18 The Kraken development 19 Malaysia operations 20 Reserves and resources 21 Hydrocarbon assets 22 Financial review 28 Corporate responsibility review 36 Risks and uncertainties
CORPORATE GOVERNANCE
44 Board of Directors 46 Senior management 48 Chairman's letter 49 Corporate Governance Statement 53 Audit Committee Report 58 Directors' Remuneration Report 77 Nomination Committee Report 79 Risk Committee Report 80 Directors' Report
WORK COLLABORATIVELY
RESPECT & OPENNESS
GROWTH & LEARNING
DRIVING A FOCUSED BUSINESS
FINANCIAL STATEMENTS
84 Statement of Directors' Responsibilities for the Group Financial Statements
85 Independent Auditor's Report to the Members of EnQuest PLC
92 Group Statement of Comprehensive Income 93 Group Balance Sheet 94 Group Statement of Changes in Equity 95 Group Statement of Cash Flows 96 Notes to the Group Financial Statements 137 Statement of Directors' Responsibilities for
the Parent Company Financial Statements 138 Company Balance Sheet 139 Company Statement of Changes in Equity 140 Notes to the Financial Statements 146 Company information
STRATEGIC REPORT
01 EnQuest PLC Annual Report and Accounts 2018
HIGHLIGHTS
The Group met its operational targets for 2018, growing production by 48%. Material production growth of around 20% is expected in 2019 and a focus on cost control and capital discipline will enable the scheduled repayment of debt, which remains the priority for the Group
2018 PERFORMANCE Production (Boepd)
55,447
+48%
Unit opex (/Boe)
$23
-10%
EBITDA1 (m)
$716
+136%
Net 2P Reserves (MMboe)
245
+17%
Read more on KPIs See page 08
2019 OUTLOOK Production range (Boepd)
c.63,000 to 70,000
+14% to 26%
Operating expenditure (m)
c.$600
+28%
Cash capex (m)
c.$275
+14%
For more details See pages 07 and 15
2018 STATUTORY REPORTING METRICS
Revenue and other operating income Profit/(loss) before tax Basic earnings per share (cents)2 Net cash flow from operating activities Net assets
2018 $m
1,298.4 94.0 10.4
794 |
1 | 23891766_2 | 23891766 | Group met its operational targets for 2018, growing production by 48%. Material production growth of around 20% is expected in 2019 and a focus on cost control and capital discipline will enable the scheduled repayment of debt, which remains the priority for the Group
2018 PERFORMANCE Production (Boepd)
55,447
+48%
Unit opex (/Boe)
$23
-10%
EBITDA1 (m)
$716
+136%
Net 2P Reserves (MMboe)
245
+17%
Read more on KPIs See page 08
2019 OUTLOOK Production range (Boepd)
c.63,000 to 70,000
+14% to 26%
Operating expenditure (m)
c.$600
+28%
Cash capex (m)
c.$275
+14%
For more details See pages 07 and 15
2018 STATUTORY REPORTING METRICS
Revenue and other operating income Profit/(loss) before tax Basic earnings per share (cents)2 Net cash flow from operating activities Net assets
2018 $m
1,298.4 94.0 10.4
794.4 983.6
2017 $m
627.5 (243.8)
(4.6) 301.8 760.9
Change %
106.9
163.2 29.3
Notes: 1 EBITDA is calculated on a Business performance basis, and is calculated by taking profit/(loss) from operations before tax and finance
income/(costs) and adding back depletion, depreciation, foreign exchange movements, inventory revaluation and the realised gain/(loss) on foreign currency and derivatives related to capital expenditure 2 2017 reported earnings per share has been restated for the bonus element of the rights issue
This Strategic Report includes details of EnQuest's strategy, business model, capabilities, Values, long-term track record and key risks. The Group's performance since the last Annual Report and current outlook is covered within the Chairman's statement, the Chief Executive's report and the Operating, Financial and Corporate responsibility reviews.
02 EnQuest PLC Annual Report and Accounts 2018
STRATEGIC REPORT
OUR YEAR IN REVIEW
In 2018, EnQuest delivered a good operational performance and strong cost control and cash generation, enabling the Group to reduce its debt.
|
1 | 23891766_3 | 23891766 | .4 983.6
2017 $m
627.5 (243.8)
(4.6) 301.8 760.9
Change %
106.9
163.2 29.3
Notes: 1 EBITDA is calculated on a Business performance basis, and is calculated by taking profit/(loss) from operations before tax and finance
income/(costs) and adding back depletion, depreciation, foreign exchange movements, inventory revaluation and the realised gain/(loss) on foreign currency and derivatives related to capital expenditure 2 2017 reported earnings per share has been restated for the bonus element of the rights issue
This Strategic Report includes details of EnQuest's strategy, business model, capabilities, Values, long-term track record and key risks. The Group's performance since the last Annual Report and current outlook is covered within the Chairman's statement, the Chief Executive's report and the Operating, Financial and Corporate responsibility reviews.
02 EnQuest PLC Annual Report and Accounts 2018
STRATEGIC REPORT
OUR YEAR IN REVIEW
In 2018, EnQuest delivered a good operational performance and strong cost control and cash generation, enabling the Group to reduce its debt.
JANUARY TO MARCH
· Received $30 million in cash from BP in exchange for undertaking the management of the physical decommissioning of the Thistle and Deveron fields and making payments by reference to 4.5% of BP's decommissioning costs of these fields when spend commences. Option agreed to receive a further $20 million in cash in exchange for increasing future decommissioning-related payments by 3.0%
· Agreed renegotiated terms for the drilling rig at Kraken, reducing both the contract duration and day rates, saving c.$60 million of net cash payments for capital expenditure in 2019
APRIL TO JUNE
· First production from the M-62 well at Magnus in May
· Improved cash flow generating capacity enabled the early cancellation of $50 million of the Group's credit facility, which reduced to $1,075 million by the end of May
· Esperanza drilling rig arrived and commenced the Group's first ever drilling operations on PM8/Seligi
The Magnus and SVT assets are a strong strategic fit for EnQuest. They are assets to which the Group can apply its life extension expertise to deliver value for all its stakeholders.
JULY TO SEPTEMBER
|
1 | 23891766_b0 | 23891766 | the Company and Group financial statements are disclosed in note 5(g) of the Group financial statements.
12. Directors' remuneration The emoluments of the Directors are paid to them in their capacity as Directors of the Company for qualifying services in to the Company and the EnQuest Group. Further information is provided in the Directors' Remuneration Report on page 58.
146 EnQuest PLC Annual Report and Accounts 2018
FINANCIAL STATEMENTS
COMPANY INFORMATION
Registered office 5th Floor, Cunard House 15 Regent Street London SW1Y 4LR
Corporate brokers J.P. Morgan Cazenove 10 Aldermanbury London EC2V 7RF
Merrill Lynch International 2 King Edward Street London EC1A 1HQ
Auditor Ernst & Young LLP 1 More London Place London SE1 2AF
Legal adviser to the Company Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA
Corporate and financial public relations Tulchan Communications LLP 85 Fleet Street London EC4Y 1AE
EnQuest PLC shares are traded on the London Stock Exchange and on the NASDAQ OMX Stockholm, in both cases using the code `ENQ'.
Registrar Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Swedish registrar Euroclear Sweden AB Box 191 101 23 Stockholm Sweden
Financial calendar 23 May 2019: Annual General Meeting 5 September 2019: Half year results (subject to change)
NOTES
FINANCIAL STATEMENTS
EnQuest PLC Annual Report and Accounts 2018 147
148 EnQuest PLC Annual Report and Accounts 2018
NOTES
FINANCIAL STATEMENTS
London, England 5th Floor, Cunard House 15 Regent Street London, SW1Y 4LR United Kingdom
T +44 (0)20 7925 4900
Aberdeen, Scotland Annan House Palmerston Road Aberdeen, AB11 5QP United Kingdom
T +44 (0)1224 975000
Kuala Lumpur, Malaysia Level 12, Menara Maxis Kuala Lumpur City Centre 50088 Kuala Lumpur Malaysia
T +60 323 021 888
Dubai, UAE 14th Floor, Office #1403 Arenco Tower Dubai Internet City Dubai, UAE
T +971 4 5507100
More information on www.enquest.com
|
1 | 23891766_b1 | 23891766 | 508,321,844 Ordinary shares on 22 October 2018, there were 1,694,406,148 Ordinary shares in issue at the end of the year.
10. Reserves Share premium The excess contribution over the nominal value on the issuance of shares is accounted for as share premium.
Merger reserve The Company merger reserve is used to record the difference between the market value of EnQuest shares issued to effect the business combinations less the nominal value of the shares issued where merger relief applies to the transaction. The reserve is adjusted for any write down in the value of the investment in the subsidiary.
Other reserve The other reserve is used to record any other transactions taken straight to reserves as non-distributable.
Share-based payments reserve The reserve for share-based payments is used to record the value of equity-settled share-based payments awards to employees and the balance of the shares held by the Company's Employee Benefit Trust. Transfers out of this reserve are made upon vesting of the original share awards.
Share-based payment plan information is disclosed in note 18 of the Group financial statements.
11. Auditor's remuneration Fees payable to the Company's auditor for the audit of the Company and Group financial statements are disclosed in note 5(g) of the Group financial statements.
12. Directors' remuneration The emoluments of the Directors are paid to them in their capacity as Directors of the Company for qualifying services in to the Company and the EnQuest Group. Further information is provided in the Directors' Remuneration Report on page 58.
146 EnQuest PLC Annual Report and Accounts 2018
FINANCIAL STATEMENTS
COMPANY INFORMATION
Registered office 5th Floor, Cunard House 15 Regent Street London SW1Y 4LR
Corporate brokers J.P. Morgan Cazenove 10 Aldermanbury London EC2V 7RF
Merrill Lynch International 2 King Edward Street London EC1A 1HQ
Auditor Ernst & Young LLP 1 More London Place London SE1 2AF
Legal adviser to the Company Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA
Corporate and financial public relations Tulchan Communications LLP 85 Fleet Street London EC4Y 1AE
EnQuest PLC shares are traded on the London Stock Exchange and on the NASDAQ OMX Stockholm, in both cases using the code `ENQ'.
|
1 | 44865865_0 | 44865865 | Annual Review 1995
and Summary Financial Statement
Group Profile
J Sainsbury plc is one of the world's leading retailers, operating four separate retail chains in the UK and US which together serve more than 11 million customers a week.
The UK supermarket business is the largest part of the Sainsbury Group, accounting for 87% of Group operating profit before profit sharing and 80% of Group sales.
The other UK retailing arms are Savacentre, the country's only specialist hypermarket company, and the Homebase chain of house and garden centres. Over the next two years, Homebase will be integrating Texas Homecare into its trading operations.
In the US, Shaw's Supermarkets, Inc. operates a chain of supermarkets in New England. In November 1994, Sainsbury's acquired a 16.7% holding in Giant Food Inc., a supermarket group which is the market leader in the Washington and Baltimore areas.
Founded in London in 1869, Sainsbury's was privately owned until its public flotation in 1973. The Sainsbury family and its charitable trusts remain major shareholders, and the present Chairman, David Sainsbury, is a great-grandson of the founders.
Company Objectives
To discharge the responsibility as leaders in our trade by acting with complete integrity, by carrying out our work to the highest standards, and by contributing to the public good and to the quality of life in the community.
To provide unrivalled value to our customers in the quality of the goods we sell, in the competitiveness of our prices and in the range of choice we offer.
To achieve the highest standards of cleanliness and hygiene, efficiency of operation, convenience and customer service in our stores, and thereby create as attractive and friendly a shopping environment as possible.
To offer our staff outstanding opportunities in terms of personal career development and in remuneration relative to other companies in the same market, practising always a concern for the welfare of every individual.
To generate sufficient profit to finance continual improvement and growth of the business whilst providing our shareholders with an excellent return on their investment.
Contents
Financial Highlights Chairman's Statement Board of Directors J Sainsbury Supermarkets Savacentre Hypermarkets
1 2-5 6-7 8-13 14-15
Homebase House and Garden Centres Shaw's Supermarkets, Inc. Giant Food Inc. US Maps and New Store Openings Growing the Business
16-17 18-19
|
1 | 44865865_1 | 44865865 | To discharge the responsibility as leaders in our trade by acting with complete integrity, by carrying out our work to the highest standards, and by contributing to the public good and to the quality of life in the community.
To provide unrivalled value to our customers in the quality of the goods we sell, in the competitiveness of our prices and in the range of choice we offer.
To achieve the highest standards of cleanliness and hygiene, efficiency of operation, convenience and customer service in our stores, and thereby create as attractive and friendly a shopping environment as possible.
To offer our staff outstanding opportunities in terms of personal career development and in remuneration relative to other companies in the same market, practising always a concern for the welfare of every individual.
To generate sufficient profit to finance continual improvement and growth of the business whilst providing our shareholders with an excellent return on their investment.
Contents
Financial Highlights Chairman's Statement Board of Directors J Sainsbury Supermarkets Savacentre Hypermarkets
1 2-5 6-7 8-13 14-15
Homebase House and Garden Centres Shaw's Supermarkets, Inc. Giant Food Inc. US Maps and New Store Openings Growing the Business
16-17 18-19
20 21 22-23
Financial Highlights
GROUP SALES
£ billion
9.2 8.2
10.3
11.2
12.1
£ million
1995 52 weeks to 11th March
1994 52 weeks to 12th March
UK Sales............. US Sales*.............
10,719.5 1,345.9
9,909.3 1,314.5
% Change
8.2 2.4
1991 1992 1993 1994 1995
Group sales increased by 7.5% to £12.1 billion.
GROUP PROFIT
£ million
809.2 732.8 738.3
628.0
518.2
GROUP SALES (including taxes)
12,065.4 11,223.8
7.5
UK Operating Profit........ US Operating Profit*........
858.6 40.3
764.8
|
1 | 44865865_2 | 44865865 | 20 21 22-23
Financial Highlights
GROUP SALES
£ billion
9.2 8.2
10.3
11.2
12.1
£ million
1995 52 weeks to 11th March
1994 52 weeks to 12th March
UK Sales............. US Sales*.............
10,719.5 1,345.9
9,909.3 1,314.5
% Change
8.2 2.4
1991 1992 1993 1994 1995
Group sales increased by 7.5% to £12.1 billion.
GROUP PROFIT
£ million
809.2 732.8 738.3
628.0
518.2
GROUP SALES (including taxes)
12,065.4 11,223.8
7.5
UK Operating Profit........ US Operating Profit*........
858.6 40.3
764.8
12.3
31.0
30.0
GROUP OPERATING PROFIT before profit sharing and exceptional costs......... Profit Sharing.......... Associates............ Net Interest Payable.......
898.9 (60.6)
6.0 (36.1)
795.8
13.0
(56.3)
0.5
(8.7)
1991 1992 1993 1994 1995
Group profit before exceptional costs and tax increased by 9.6%
to £809.2 million.
DIVIDEND PER SHARE
Pence
10.0
10.6
11.7
8.75
7.27
GROUP PROFIT before tax, exceptional costs and profit on sale of properties.. Profit on sale of properties.....
Exceptional costs.........
808.2 1.0
--
731.3
10.5
7. |
1 | 44865865_3 | 44865865 |
12.3
31.0
30.0
GROUP OPERATING PROFIT before profit sharing and exceptional costs......... Profit Sharing.......... Associates............ Net Interest Payable.......
898.9 (60.6)
6.0 (36.1)
795.8
13.0
(56.3)
0.5
(8.7)
1991 1992 1993 1994 1995
Group profit before exceptional costs and tax increased by 9.6%
to £809.2 million.
DIVIDEND PER SHARE
Pence
10.0
10.6
11.7
8.75
7.27
GROUP PROFIT before tax, exceptional costs and profit on sale of properties.. Profit on sale of properties.....
Exceptional costs.........
808.2 1.0
--
731.3
10.5
7.0
(369.5)
GROUP PROFIT BEFORE TAX...
Tax
..............
809.2 (269.9)
368.8 (227.3)
GROUP PROFIT AFTER TAX...
539.3
141.5
EARNINGS PER SHARE...... FULLY DILUTED EARNINGS PER SHARE before exceptional costs and profit on sale of properties... DIVIDEND PER SHARE......
29.8p
29.0p 11.7p
8.0p
27.0p
7.4
10.6p
10.4
1991 1992 1993 1994 1995
Dividend per share increased by 10.4% to 11.7 pence.
*In dollar terms, US sales rose by 5.3% to $$¢ 2.1 billion and US operating profit rose 34.0% to $$ 62.3 million
Training for Teamwork Concern for the Environment Community Involvement Group Ten |
1 | 44865865_b0 | 44865865 | the amortisation of the surplus from the last valuation in 1991, has been adjusted to reflect the revised surplus arising from the March 1994 valuation and the net reduced surplus is being amortised by a method which causes the Company's funding rate to rise from the current, abated, level up to the full regular cost on a sliding scale over a period of 14 years for JSPDBS and 12 years for JSEPS.
The Group also operates a final salary pension scheme in the US. The pension cost relating to the US benefit scheme has been determined with the advice of independent actuaries. The charge to the Profit and Loss Account is calculated in accordance with US accounting principles but would not have been materially different had UK accounting principles been applied.
note 33 Post Balance Sheet Event
The Group completed the purchase of the Home Charm Group PLC from Ladbroke Group PLC on 14th March 1995 following clearance by the Office of Fair Trading. The provisional consideration of £290 million was paid in cash and was financed by bank borrowing and cash resources. Home Charm Group PLC is the holding company of Texas Homecare Limited together with eleven other subsidiaries and one associated undertaking.
The provisional consideration of £290 million consists of £163 million for the shareholding in Home Charm Group and £127 million advances to enable the Home Charm Group's indebtedness to the Ladbroke Group to be repaid, and is subject to review following the finalisation of completion accounts and other considerations.
24
Registered Office and Advisers
Registered Office J Sainsbury plc
Stamford House, Stamford Street, London SE1 9LL Registered Number 185647
Registrar The Royal Bank of Scotland plc Registrar's Department, PO Box No 82 Caxton House, Redcliffe Way, Bristol BS99 7NH
Auditors Coopers & Lybrand 1 Embankment Place, London WC2N 6NN
Clark Whitehill 25 New Street Square, London EC4A 3LN
Solicitors Denton Hall Five Chancery Lane, Clifford's Inn, London EC4A 1BU
Stockbrokers S. G. Warburg Securities Ltd. 1 Finsbury Avenue, London EC2M 2PA
This publication is printed on
80% recycled paper.
Designed and Produced by McBain, Noel-Johnson & Co Ltd. Printed in England by Royle Print Limited
J Sainsbury plc Stamford House Stamford Street London SE1 9LL
|
1 | 44865865_b1 | 44865865 | of the Group, £31.6 million (1994: £30.3 million) relates to the UK Schemes, namely the J Sainsbury Pension and Death Benefit Scheme (JSPDBS) and the J Sainsbury Executive Pension Scheme (JSEPS). The assets of the UK Schemes are held by trustee companies which are separate from the Company.
The latest actuarial valuation of the UK Schemes was carried out by the actuaries as at 12th March 1994, using the projected unit method. The significant actuarial valuation assumptions used were that future investment returns would be 812/ _% per annum, long term future salary and wage increases would average 512/ _% per annum and pensions would increase at 4% per annum. The next triennial valuation will take place in 1997.
At the date of the latest valuation the market value of the assets of the UK Schemes was £1,435 million and the actuarial value of the assets was sufficient to cover 122% of the JSPDBS and 120% of the JSEPS benefits that had accrued to members, allowing for expected future increases in earnings. The on-going pension cost in respect of the UK Schemes, incorporating the amortisation of the surplus from the last valuation in 1991, has been adjusted to reflect the revised surplus arising from the March 1994 valuation and the net reduced surplus is being amortised by a method which causes the Company's funding rate to rise from the current, abated, level up to the full regular cost on a sliding scale over a period of 14 years for JSPDBS and 12 years for JSEPS.
The Group also operates a final salary pension scheme in the US. The pension cost relating to the US benefit scheme has been determined with the advice of independent actuaries. The charge to the Profit and Loss Account is calculated in accordance with US accounting principles but would not have been materially different had UK accounting principles been applied.
note 33 Post Balance Sheet Event
The Group completed the purchase of the Home Charm Group PLC from Ladbroke Group PLC on 14th March 1995 following clearance by the Office of Fair Trading. The provisional consideration of £290 million was paid in cash and was financed by bank borrowing and cash resources. Home Charm Group PLC is the holding company of Texas Homecare Limited together with eleven other subsidiaries and one associated undertaking.
The provisional consideration of £290 million consists of £163 million for the shareholding |
1 | 44927935_0 | 44927935 | Annual Report & Accounts
For the year to 31 January 1995
INTERMEDIATE CAPITAL GROUP PLC
2 Directors and Management 3 Highlights 4 Chairman's Statement 6 Business Review 10 Financial Review 12 Corporate Governance 13 Directors' Report 15 Statement of Directors' Responsibilities 15 Auditors' Report 16 Consolidated Pro Forma Profit and Loss Account 17 Consolidated Profit and Loss Account 18 Consolidated Balance Sheet 19 Balance Sheet 20 Consolidated Cash Flow Statement 21 Notes to the Accounts 32 Notice of Meeting IBC Company Information
The business of Intermediate Capital Group ("ICG") is to arrange and provide intermediate, or mezzanine, capital for companies in the United Kingdom and Continental Western Europe. ICG lends both its own resources and also funds under its management. Intermediate capital ranks in terms of risk and reward between bank debt and equity capital and seeks a strong cash yield and an additional return related to the success of the investee company, usually in the form of a capital gain. Intermediate capital has been principally used to help finance buyouts but is increasingly used as expansion and acquisition capital, as project and bridge finance and to finance capital reorganisations. ICG is the market leader in the provision of intermediate capital in the United Kingdom and Continental Western Europe.
1 Intermediate Capital Group PLC
Directors and Management
Murray Stuart
Tom Bartlam
Andrew Jackson
Jean-Loup de Gersigny James Odgers
Non-Executive Chairman
Murray Stuart, Chairman, aged 61, is Chairman of Scottish Power PLC and a non-executive director of Clerical Medical & General Life Assurance Society.
Executive Directors
Tom Bartlam, aged 47, is a graduate Andrew Jackson, aged 46, is a
of Cambridge University and
graduate of Cambridge University
qualified as a Chartered Accountant and has an MBA from the London
with Price Waterhouse. Prior to Business School. Prior to founding
founding ICG in 1989, he worked ICG in 1989, he worked at
for fourteen years for Charterhouse Chemical Bank for sixteen years in
Bank in London.
London and Switzerland.
Jean-Loup de Gersigny, aged 41, is a Fellow of the Chartered Insurance Institute and has an MBA from the London Business School. Prior to founding ICG in 1989, he worked for Chemical Bank in London for seven years.
James Odgers, aged 40, is |
1 | 44927935_1 | 44927935 | 1 Intermediate Capital Group PLC
Directors and Management
Murray Stuart
Tom Bartlam
Andrew Jackson
Jean-Loup de Gersigny James Odgers
Non-Executive Chairman
Murray Stuart, Chairman, aged 61, is Chairman of Scottish Power PLC and a non-executive director of Clerical Medical & General Life Assurance Society.
Executive Directors
Tom Bartlam, aged 47, is a graduate Andrew Jackson, aged 46, is a
of Cambridge University and
graduate of Cambridge University
qualified as a Chartered Accountant and has an MBA from the London
with Price Waterhouse. Prior to Business School. Prior to founding
founding ICG in 1989, he worked ICG in 1989, he worked at
for fourteen years for Charterhouse Chemical Bank for sixteen years in
Bank in London.
London and Switzerland.
Jean-Loup de Gersigny, aged 41, is a Fellow of the Chartered Insurance Institute and has an MBA from the London Business School. Prior to founding ICG in 1989, he worked for Chemical Bank in London for seven years.
James Odgers, aged 40, is a graduate of Oxford University and subsequently qualified as a solicitor with Linklaters & Paines, for whom he worked for eight years. Prior to founding ICG in 1989, he worked for Chemical Bank in London for one year.
Non-Executive Directors
Thomas Attwood, aged 42, is a director of James Capel & Co Limited. He is also a non-executive director of ACS Wireless Inc.
Robert Padgett, aged 51, is the Head of Corporate Finance at PosTel Investment Management Limited.
Eric Kinder, aged 67, is Chairman of Smith & Nephew PLC, and Brunner Mond Holdings Limited.
Assistant Directors
Martin Conder Christophe Evain Simon Morrell Andrew Phillips Paul Piper
Managers
Christopher Stacey Denis Viet-Jacobsen Marcus Wood
Financial Controller
John Curtis
Secretary
James Odgers
2 Intermediate Capital Group PLC
Highlights
Pro forma pretax profits up 17% to £18.1m (1994 £15.5m). Pro forma core income up 24% to £9.5m (1994 £7.6m). Capital gains, net of provisions, up 10% to £8. |
1 | 44927935_2 | 44927935 | a graduate of Oxford University and subsequently qualified as a solicitor with Linklaters & Paines, for whom he worked for eight years. Prior to founding ICG in 1989, he worked for Chemical Bank in London for one year.
Non-Executive Directors
Thomas Attwood, aged 42, is a director of James Capel & Co Limited. He is also a non-executive director of ACS Wireless Inc.
Robert Padgett, aged 51, is the Head of Corporate Finance at PosTel Investment Management Limited.
Eric Kinder, aged 67, is Chairman of Smith & Nephew PLC, and Brunner Mond Holdings Limited.
Assistant Directors
Martin Conder Christophe Evain Simon Morrell Andrew Phillips Paul Piper
Managers
Christopher Stacey Denis Viet-Jacobsen Marcus Wood
Financial Controller
John Curtis
Secretary
James Odgers
2 Intermediate Capital Group PLC
Highlights
Pro forma pretax profits up 17% to £18.1m (1994 £15.5m). Pro forma core income up 24% to £9.5m (1994 £7.6m). Capital gains, net of provisions, up 10% to £8.7m (1994 £7.9m). New loans of £69m to 12 companies, representing ICG's most active year for new lending. New fund management activity launched and £27m of client funds invested. The proposed final dividend of 7.75p net per share, making a total dividend of 11.5p net per share, results in a 16% increase on last year's notional dividend.
3 Intermediate Capital Group PLC
Chairman's Statement
In our last financial year to 31 January remaining quoted shares are sold in new £155m five year revolving credit
1995 Intermediate Capital Group the future.
facility was completed in March
("ICG") obtained a listing on the
1994. Since then ICG has increased
London Stock Exchange and I would In the year ICG made loans totalling the size of the facility to £172m and
like to welcome all the investors who £69m to 12 further companies, of is currently in discussions with a
have become shareholders in the
which half were based in the UK and number of banks with a view to
company as a result of the listing.
half in Continental Europe. It arranged |
1 | 44927935_3 | 44927935 | 7m (1994 £7.9m). New loans of £69m to 12 companies, representing ICG's most active year for new lending. New fund management activity launched and £27m of client funds invested. The proposed final dividend of 7.75p net per share, making a total dividend of 11.5p net per share, results in a 16% increase on last year's notional dividend.
3 Intermediate Capital Group PLC
Chairman's Statement
In our last financial year to 31 January remaining quoted shares are sold in new £155m five year revolving credit
1995 Intermediate Capital Group the future.
facility was completed in March
("ICG") obtained a listing on the
1994. Since then ICG has increased
London Stock Exchange and I would In the year ICG made loans totalling the size of the facility to £172m and
like to welcome all the investors who £69m to 12 further companies, of is currently in discussions with a
have become shareholders in the
which half were based in the UK and number of banks with a view to
company as a result of the listing.
half in Continental Europe. It arranged increasing it further to approximately
the mezzanine loan of $50m for the £200m. Taking into account the year
I am pleased to be able to announce a largest European buyout of 1994. end level of borrowings of £119m at
very satisfactory performance by ICG Seven loans amounting to £45m were 31 January 1995, our gearing is a
in its first year as a publicly listed
repaid during the year. The loan and conservative 190% and our capital
company.
investment portfolio increased to
ratio is strong at 34%; we have
£177m at the year end.
substantial available bank facilities in
In my statement I refer to the pro
place to fund the future planned
forma results on page 16 which have Dividend
growth in the loan portfolio.
been adjusted from the actual figures The Board is recommending a final
to take into account the effect of the ordinary share dividend of 7.75p net In the year, ICG started investing third
listing.
per share which, with the interim party funds which it had taken under
dividend |
1 | 44927935_b0 | 44927935 | shares (net of expenses) Redemption of Preference Shares Increase/(decrease) in bank loans and overdrafts
Decrease in cash and cash equivalents
The accompanying notes are an integral part of these financial statements.
Note
1995 £000
1994 £000
15,500 18,637 10,828 12,721 2,770 1,742
(3,867) (2,884)
25,231 30,216 (9,872) (10,486)
22
15,359 19,730
(4,147) (1,260) (3,245) (3,285)
(74,631) (39,008)
45,558 45,510
(3,781)
7,653
(32,854) 14,155 (56) (29)
(32,910) 14,126
(24,943) 29,311
24
28,393
24
(18,000)
24
12,988 (30,297)
23
(1,562) (986)
20 Intermediate Capital Group PLC
Financial advisers
Lazard Brothers & Co Limited 21 Moorfields, London EC2P 2HT
Stockbrokers
Cazenove & Co 12 Tokenhouse Yard London EC2R 7AN
James Capel & Co Limited Thames Exchange 10 Queen Street Place London EC4R 1BL
Bankers
National Westminster Bank Plc 21 Lombard Street London EC3P 3AR
Registered offices
62/63 Threadneedle Street London EC2R 8HE
Auditors
Touche Ross & Co Chartered Accountants and Registered Auditors Stonecutter Court 1 Stonecutter Street London EC4A 4TR
Solicitors
Norton Rose Blackfriars House 19 New Bridge Street London EC4V 6DH
Registrars
The Royal Bank of Scotland plc Securities Services PO Box 82, Caxton House Redcliffe Way, Bristol BS99 7NH
Intermediate Capital Group PLC
62-63 Threadneedle Street London EC2R 8HE Telephone 0171-628 9898 Facsimile 0171-628 2268
A Member of IMRO
|
1 | 44927935_b1 | 44927935 | are an integral part of these financial statements.
1995 £000
1994 £000
198 193 143,778 134,931 12,023 10,443
5,469 3,834
63
4,423
1,622
9,366 6,045
165,365 151,612
9,333 32,221 1,389 13,170
20,000 12,550
12,440
56,113 44,990
105,456 102,868
3,796 3,754
165,365 151,612
19 Intermediate Capital Group PLC
Consolidated Cash Flow Statement
(for the year ended 31 January1995)
Operating activities
Interest and dividends received Gain on disposals Fee and other operating income Administrative expenses
Interest paid
Net cash inflow from operating activities Returns on investments and servicing of finance
Dividends paid
Taxation paid Investing activities
Loans and investments made Realisations of loans and investments Loans for syndication Realisation of year-end debtor
Purchase of tangible fixed assets
Net cash (outflow)/inflow before financing Financing
Issue of shares (net of expenses) Redemption of Preference Shares Increase/(decrease) in bank loans and overdrafts
Decrease in cash and cash equivalents
The accompanying notes are an integral part of these financial statements.
Note
1995 £000
1994 £000
15,500 18,637 10,828 12,721 2,770 1,742
(3,867) (2,884)
25,231 30,216 (9,872) (10,486)
22
15,359 19,730
(4,147) (1,260) (3,245) (3,285)
(74,631) (39,008)
45,558 45,510
(3,781)
7,653
(32,854) 14,155 (56) (29)
(32,910) 14,126
(24,943) 29,311
24
28,393
24
(18,000)
24
12,988 (30 |
1 | 45362474_0 | 45362474 | J. & J. DYSON P.L.C.
REPORT AND FINANCIAL STATEMENTS 1996
CONTENTS
Directors and Advisers Subsidiary Companies Report of the Directors Chairman's Statement Group Chief Executive's Report Consolidated Profit and Loss Account Balance Sheets Consolidated Cash Flow Statement Notes to the Financial Statements Directors' Responsibilities Corporate Governance Reports of the Auditors Five Year Financial Summary Notice of Annual General Meeting
Page 2 2
3-6 7
8-9 10 11 12 13-23 24 25 26 27 28
J. & J. Dyson P.L.C. registered number 163096
J. &. J. DYSON P.L.C.
1
J. &. J. DYSON P.L.C.
DIRECTORS AND ADVISERS
BOARD OF DIRECTORS RICHARD DAVID FIELD, O.B.E., F.C.A., C.B.I.M., Chairman THOMAS MICHAEL O'BRIEN, A.C.I.S., Deputy Chairman and Group Chief Executive JOHN PROCTOR LOMAS, B.Sc.(Tech.), A.C.A. GEOFFREY BRIAN ROBINSON, B.Sc., F.I.Ceram., Non-Executive
Registrars
NEVILLE REGISTRARS LTD. NEVILLE HOUSE 18 LAUREL LANE HALESOWEN WEST MIDLANDS B63 3DA
Bankers
MIDLAND BANK plc
Auditors
WATSON WHEATCROFT CHARTERED ACCOUNTANTS THE ANNEXE THE MANOR HOUSE 260 ECCLESALL ROAD SOUTH SHEFFIELD S11 9UZ
Solicitors
IRWIN MITCHELL ST. PETER'S HOUSE HARTSHEAD SHEFFIELD S1 2EL
Stockbrokers
NICHOLSON BARBER & CO. NEW OXFORD HOUSE BARKERS POOL SHEFFIELD S1 1LE
SUBSIDIARY COMPANIES
PRINCIPAL SUBSIDIARY COMPANIES & ACTIVITIES
Dyson Industries Ltd. Refractories for the iron and steel, glass, cement and pottery industries, and domestic ceramics.
Dytech Corporation Ltd. Catalysts for |
1 | 45362474_1 | 45362474 | .), A.C.A. GEOFFREY BRIAN ROBINSON, B.Sc., F.I.Ceram., Non-Executive
Registrars
NEVILLE REGISTRARS LTD. NEVILLE HOUSE 18 LAUREL LANE HALESOWEN WEST MIDLANDS B63 3DA
Bankers
MIDLAND BANK plc
Auditors
WATSON WHEATCROFT CHARTERED ACCOUNTANTS THE ANNEXE THE MANOR HOUSE 260 ECCLESALL ROAD SOUTH SHEFFIELD S11 9UZ
Solicitors
IRWIN MITCHELL ST. PETER'S HOUSE HARTSHEAD SHEFFIELD S1 2EL
Stockbrokers
NICHOLSON BARBER & CO. NEW OXFORD HOUSE BARKERS POOL SHEFFIELD S1 1LE
SUBSIDIARY COMPANIES
PRINCIPAL SUBSIDIARY COMPANIES & ACTIVITIES
Dyson Industries Ltd. Refractories for the iron and steel, glass, cement and pottery industries, and domestic ceramics.
Dytech Corporation Ltd. Catalysts for the petroleum and petrochemicals industries.
The Builders Centre (Sheffield) Ltd. Builders merchanting.
Sandygate Motor Services Ltd. Motor vehicles, petrol and service station.
OTHER SUBSIDIARY COMPANIES
ANKERTRAIL LTD. BEECROFT & PARTNERS LTD. CAMPBELL & CO. (ROUGHCASTLE) LTD. CERAMIC HOLDINGS LTD. DIAMOND REFRACTORIES LTD. D. DUDDELL LTD. DYTECH INDUSTRIES INC. E. J. & J. PEARSON LTD. J. T. PRICE & CO. LTD. JAMES DOUGALL & SONS LTD. JOHN KNOWLES & CO. (WOODEN BOX) LTD. M & G TANKERS LTD. MOBBERLEY & PERRY LTD. PICKFORD, HOLLAND & CO. LTD. PRICE-PEARSON HOLDINGS LTD. PRICE-PEARSON REFRACTORIES LTD. REFRACTORY CLAYS LTD. THE WHITRIGG FIRECLAY CO. LTD. ZEDTEC GLASS CONDITION |
1 | 45362474_2 | 45362474 | the petroleum and petrochemicals industries.
The Builders Centre (Sheffield) Ltd. Builders merchanting.
Sandygate Motor Services Ltd. Motor vehicles, petrol and service station.
OTHER SUBSIDIARY COMPANIES
ANKERTRAIL LTD. BEECROFT & PARTNERS LTD. CAMPBELL & CO. (ROUGHCASTLE) LTD. CERAMIC HOLDINGS LTD. DIAMOND REFRACTORIES LTD. D. DUDDELL LTD. DYTECH INDUSTRIES INC. E. J. & J. PEARSON LTD. J. T. PRICE & CO. LTD. JAMES DOUGALL & SONS LTD. JOHN KNOWLES & CO. (WOODEN BOX) LTD. M & G TANKERS LTD. MOBBERLEY & PERRY LTD. PICKFORD, HOLLAND & CO. LTD. PRICE-PEARSON HOLDINGS LTD. PRICE-PEARSON REFRACTORIES LTD. REFRACTORY CLAYS LTD. THE WHITRIGG FIRECLAY CO. LTD. ZEDTEC GLASS CONDITIONING INC.
All subsidiary companies are incorporated and operate in Great Britain, with the exception of Dytech Industries Inc. and Zedtec Glass Conditioning Inc., which are incorporated and operate in the United States of America. All the above subsidiary companies are wholly owned.
Dytech Corporation Ltd. has a 50% interest in the issued share capital of Resource International Ltd., a company incorporated and operating in Great Britain.
2
J. &. J. DYSON P.L.C.
REPORT OF THE DIRECTORS
The Directors present their Report for the year ended 31st March 1996
Principal Activities and Business Review
The main trading activities of the group are based within the UK and consist of the manufacture of refractories and catalysts, sale of motor vehicles and supplies, and builders merchanting.
A review of progress made in the financial year under review and of future developments is contained in the Chairman's Statement and the Group Chief Executive's Report.
Results and Dividend
Group turnover and operating profit for the year were attributable to the different group activities as follows:
1996
1995
Turnover
Profit
Turnover
£
£ |
1 | 45362474_3 | 45362474 | ING INC.
All subsidiary companies are incorporated and operate in Great Britain, with the exception of Dytech Industries Inc. and Zedtec Glass Conditioning Inc., which are incorporated and operate in the United States of America. All the above subsidiary companies are wholly owned.
Dytech Corporation Ltd. has a 50% interest in the issued share capital of Resource International Ltd., a company incorporated and operating in Great Britain.
2
J. &. J. DYSON P.L.C.
REPORT OF THE DIRECTORS
The Directors present their Report for the year ended 31st March 1996
Principal Activities and Business Review
The main trading activities of the group are based within the UK and consist of the manufacture of refractories and catalysts, sale of motor vehicles and supplies, and builders merchanting.
A review of progress made in the financial year under review and of future developments is contained in the Chairman's Statement and the Group Chief Executive's Report.
Results and Dividend
Group turnover and operating profit for the year were attributable to the different group activities as follows:
1996
1995
Turnover
Profit
Turnover
£
£
£
Profit £
Refractories and catalysts Motor vehicles and supplies Builders merchanting
48,965,160 2,164,951 4,427,805
2,564,354 4,270
265,818
43,221,483 2,204,038 4,720,011
1,685,524 15,965 358,267
55,557,916
2,834,442
50,145,532
2,059,756
Group profit for the financial year amounted to
1,741,809
1,661,820
A geographical analysis of turnover is shown in the Notes to the Financial Statements on page 14.
An interim dividend of 1.5 p per Ordinary share was paid on 1st April 1996. The Directors recommend that a final dividend of 3.0p per Ordinary share be paid on 1st October 1996 to members on the Register at the close of business on 20th August 1996, making a total for the year of 4.5p per Ordinary share, compared with 4.0p per Ordinary share for the previous year |
1 | 45362474_b0 | 45362474 | , be and is hereby approved and the Directors be and are hereby authorised to do all acts and things which they may consider necessary or expedient for implementing and giving effect to the same; and
(b) The Directors be and are hereby authorised to vote and to be counted in a quorum at any meeting of the Directors at which any matter connected with the trust is under consideration notwithstanding that they may be interested in the same in any present or propo sed capacity whatsoever and that this resolution shall operate so far as is necessary by way of suspension and relaxation of the prohibition on interested Directors voting contained in the Articles of Association of the company, provided that no Director may vote or be counted in a quorum in the consideration of any matter concerning his individual rights of participation in the said trust.
By Order of the Board R. P. McQUINN LL.B.(Hons.), A.C.I.S. Secretary 29th August 1996
Registered Office: Griffs Works Stannington nr. Sheffield S6 6BW
Notes
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and on a poll to vote instead of him. A proxy need not be a member of the company.
2. To be effective the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the registered office of the company Griffs Works Stannington Sheffield S6 6BW not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
3. Preference shareholders and the holders of Non-voting `A' Ordinary shares are not entitled to receive notice of or to attend and vote at the meeting.
4. The following information, which is available for inspection during business hours at the registered office of the company on any weekday from the date of this notice until the date of the Annual General Meeting, will also be available for inspection at the place of the Annual General Meeting from 11.00am on the day of the meeting until the conclusion of the meeting:
(a) Register of interests of Directors in the share capital of the company
(b) Copies of any contracts of service under which Directors of the company are employed.
28
Printed by J. W. Northend Ltd., Clyde Road, Sheffield S8 0TZ
|
1 | 45362474_b1 | 45362474 | constituted by rules produced in draft to this meeting and for the purpose of identification initialled by the Chairman hereof, be and is hereby approved and the Directors be and are hereby authorised to do all acts and things which they may consider necessary or expedient for implementing and giving effect to the same; and
(b) The Directors be and are hereby authorised to vote and to be counted in a quorum at any meeting of the Directors at which any matter connected with the plan is under consideration notwithstanding that they may be interested in the same in any present or propos ed capacity whatsover and that this resolution shall operate so far as is necessary by way of suspension and relaxation of the prohibition on interested Directors voting contained in the Articles of Association of the company, provided that no Director may vote or be counted in a quorum in the consideration of any matter concerning his individual rights of participation in the said plan.
Ordinary Resolution 9 That:
(a) The J. & J. Dyson Employee Trust, the provisions of which are summarised in Appendix 2 to the letter to members of the company dated 29th August, 1996, and to be constituted by the deed produced in draft to this meeting and for the purposes of identification initialled by the Chairman hereof, be and is hereby approved and the Directors be and are hereby authorised to do all acts and things which they may consider necessary or expedient for implementing and giving effect to the same; and
(b) The Directors be and are hereby authorised to vote and to be counted in a quorum at any meeting of the Directors at which any matter connected with the trust is under consideration notwithstanding that they may be interested in the same in any present or propo sed capacity whatsoever and that this resolution shall operate so far as is necessary by way of suspension and relaxation of the prohibition on interested Directors voting contained in the Articles of Association of the company, provided that no Director may vote or be counted in a quorum in the consideration of any matter concerning his individual rights of participation in the said trust.
By Order of the Board R. P. McQUINN LL.B.(Hons.), A.C.I.S. Secretary 29th August 1996
Registered Office: Griffs Works Stannington nr. Sheffield S6 6BW
Notes
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and on a poll to vote instead of him. A proxy need not be a member of |
1 | 45504985_0 | 45504985 | Report & Accounts 1996
Allied Domecq's profits are made from two businesses: Spirits & Wine, accounting for 60 per cent of the total, and Retailing.
Spirits & Wine is international in scope. Most of its profits come from the mature markets of Europe and North America but there is a growing business in developing markets and Allied Domecq is particularly strong in Mexico and eastern Europe.
Retailing makes 70 per cent of its profit from UK pubs and is now the largest independent pub operator. It owns Victoria Wine stores. It also is a leading food franchiser owning Dunkin' Donuts and Baskin-Robbins, US based businesses which are expanding internationally.
1 Summary of Results 2 Chairman's Statement 3 Chief Executive's
Operating Review 16 Financial Review 19 Citizenship 22 Board of Directors 24 Report of the Directors 27 Corporate Governance 28 Report of the
Remuneration Committee 35 Statement of Directors'
Responsibilities 36 Report of the Auditors 37 Accounting Policies 38 Group Profit and
Loss Account 39 Group Balance Sheet 40 Group Cash Flow
Statement 41 Group Statement
of Total Recognised Gains and Losses 42 Parent Company Balance Sheet 43 Notes to the Accounts 63 Five Year Review 64 Spirits & Wine 65 Retailing Other Interests 66 Shareholder Information 68 Notice of Annual General Meeting IBC Financial Diary
In the year under review, Allied Domecq took major steps in concentrating on and developing these two businesses. Both have been reorganised to make them more market led and to cut the cost base. Other interests, notably in brewing and food, have been sold.
Retailing increased profits, with pub brands achieving good growth, but spirits profits were affected by the deliberate reduction of stocks in the trade. The decline in spirits profits and dilution from previous disposals contributed to a 13 per cent fall in earnings per share. Despite lower profits, free cash flow increased to £207 million.
The group's overriding priority is to build long term shareholder value. It aims to do this by capitalising on its brand strengths and by greater efficiency in operation.
Spirits & Wine
Retailing
the victoria wine company
Summary of Results
YEAR TO 31 AUGUST 1996
1996 £m
1995 £m
Trading profit Profit before tax Earnings per share Free cash flow
729 575 33.1p 207
815 645 38.2p 112
Tr |
1 | 45504985_1 | 45504985 | & Wine 65 Retailing Other Interests 66 Shareholder Information 68 Notice of Annual General Meeting IBC Financial Diary
In the year under review, Allied Domecq took major steps in concentrating on and developing these two businesses. Both have been reorganised to make them more market led and to cut the cost base. Other interests, notably in brewing and food, have been sold.
Retailing increased profits, with pub brands achieving good growth, but spirits profits were affected by the deliberate reduction of stocks in the trade. The decline in spirits profits and dilution from previous disposals contributed to a 13 per cent fall in earnings per share. Despite lower profits, free cash flow increased to £207 million.
The group's overriding priority is to build long term shareholder value. It aims to do this by capitalising on its brand strengths and by greater efficiency in operation.
Spirits & Wine
Retailing
the victoria wine company
Summary of Results
YEAR TO 31 AUGUST 1996
1996 £m
1995 £m
Trading profit Profit before tax Earnings per share Free cash flow
729 575 33.1p 207
815 645 38.2p 112
Trading profit, profit before tax and earnings per share are on a normalised basis.
Change %
(11) (11) (13)
ALLIED DOMECQ 1
Chairman's Statement
Sir Christopher Hogg chairman
We are determined to deliver better value to our shareholders;
and we will.
I took over the chairmanship from Michael Jackaman on 1 April 1996, having joined the board in June 1995. My situation is different from Michael's in two important respects. In the first place he brought to the board enormous experience in the group, which he served for over 30 years, and I am glad to have this opportunity of paying tribute on the board's behalf to the great contribution he made in that time. Second, Michael was executive chairman whereas I am non-executive. I carry the same ultimate responsibility as he did for the work and performance of the board; but I am perforce less involved in the day to day running of the company.
My board colleagues have made me feel very welcome in my first months as chairman; and this has greatly facilitated a period of intense review and activity which is ongoing. Some of my preliminary conclusions are highlighted here.
Allied Domecq is a fine |
1 | 45504985_2 | 45504985 | ading profit, profit before tax and earnings per share are on a normalised basis.
Change %
(11) (11) (13)
ALLIED DOMECQ 1
Chairman's Statement
Sir Christopher Hogg chairman
We are determined to deliver better value to our shareholders;
and we will.
I took over the chairmanship from Michael Jackaman on 1 April 1996, having joined the board in June 1995. My situation is different from Michael's in two important respects. In the first place he brought to the board enormous experience in the group, which he served for over 30 years, and I am glad to have this opportunity of paying tribute on the board's behalf to the great contribution he made in that time. Second, Michael was executive chairman whereas I am non-executive. I carry the same ultimate responsibility as he did for the work and performance of the board; but I am perforce less involved in the day to day running of the company.
My board colleagues have made me feel very welcome in my first months as chairman; and this has greatly facilitated a period of intense review and activity which is ongoing. Some of my preliminary conclusions are highlighted here.
Allied Domecq is a fine group with good assets human, tangible and intangible. But it must improve the returns it delivers to shareholders. I can certainly testify to the board's determination that the group should deliver shareholder value up to the best standards of the industries in which it is engaged; and to the vigour and realism with which that overriding objective is being pursued.
An essential part of this realism was to recognise over-stocking of spirits distributors. My predecessor referred to this at the Annual General Meeting last February and its remedying, particularly in the USA, contributed to a 20 per cent fall in the interim profits announced in May. We have remained on course in the second half, both as to the profits and the stock levels we anticipated at the interims. The cash flow was very satisfactory and the group's gearing fell by 7 points to 56 per cent.
A second main objective was to resolve the immensely complicated Carlsberg-Tetley situation. On 9 December the deal we concluded last August was referred to the Monopolies and Mergers Commission and we await their findings.
In recent months, the board has thoroughly reviewed the demerger issue which has been raised from time to time in external comment on the group. We are quite clear that the best way to improve |
1 | 45504985_3 | 45504985 | group with good assets human, tangible and intangible. But it must improve the returns it delivers to shareholders. I can certainly testify to the board's determination that the group should deliver shareholder value up to the best standards of the industries in which it is engaged; and to the vigour and realism with which that overriding objective is being pursued.
An essential part of this realism was to recognise over-stocking of spirits distributors. My predecessor referred to this at the Annual General Meeting last February and its remedying, particularly in the USA, contributed to a 20 per cent fall in the interim profits announced in May. We have remained on course in the second half, both as to the profits and the stock levels we anticipated at the interims. The cash flow was very satisfactory and the group's gearing fell by 7 points to 56 per cent.
A second main objective was to resolve the immensely complicated Carlsberg-Tetley situation. On 9 December the deal we concluded last August was referred to the Monopolies and Mergers Commission and we await their findings.
In recent months, the board has thoroughly reviewed the demerger issue which has been raised from time to time in external comment on the group. We are quite clear that the best way to improve shareholder value is to improve operating performance and that this should be our overriding objective for the foreseeable future. We are intent on developing the group's two principal businesses to be leaders in their respective industries, strongly managed and with demonstrated good performance.
The disappointing results of recent years have left the dividend total looking high in relation to earnings. It is, however, comfortable in relation to last year's cash flow. Its maintenance reflects the board's confidence that Allied Domecq is capable of sustained earnings growth as we go forward.
To summarise: a huge amount of restructuring is now behind us and the major internal reorganisations on both sides of the group are facilitating real improvements in performance. Momentum is increasing; management is strengthening. We are determined to deliver better value to our shareholders; and we will.
Sir Christopher Hogg, chairman
2 ALLIED DOMECQ
Chief Executive's Operating Review
In the past year we have almost completed our programme of structural change which began three years ago. With over £2 billion of transactions we have transformed the group from a collection of businesses with secondary market positions into a well-defined company with two strong international business streams.
This structural reorganisation has at times been painful but I believe that we have |
1 | 45504985_b0 | 45504985 | on his, her or its behalf. A proxy need not be a member of the company.
Ordinary shareholders will receive a form of proxy, containing notes on completion and use, with this notice. To be effective the form of proxy must reach the company's registrars, Royal Bank of Scotland plc, PO Box 457, Owen House, 8 Bankhead Crossway North, Edinburgh EH11 0XG not less than 48 hours before the time of the meeting.
To have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of holders of the Ordinary shares of the company by no later then 11.30 am on 9 February 1997, being 48 hours before the time fixed for the meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
*Member of the Allied Domecq remuneration committee
68 ALLIED DOMECQ
Financial Diary
FINANCIAL DIARY 1996/97 Announcement of Preliminary Results: Ex-dividend date: Record date: 1996 Report and Accounts posting date: Scrip Dividend Forms of Election to be received by: Annual General Meeting: Announcement of Interim Results:
PAYMENTS OF D I VI D EN D S Ordinary Shares:
Interim: Final: Preference shares:
PAYMENTS OF IN TERES T Allied Domecq PLC 113/4% Debenture Stock 2009: 93/4% Debenture Stock 2019: 105/8% Bonds 1999:
Allied Domecq Finance BV 61/2% US$ Guaranteed Notes 1997:
Allied Domecq Financial Services PLC 63/4% Guaranteed Convertible Subordinated Bonds 2008:
12 November 1996 2 December 1996 10 December 1996 23 December 1996 29 January 1997 11 February 1997 May 1997
July February 31 May and 30 November
30 June and 31 December 1 April and 1 October 25 February
26 August
7 January and 7 July
Allied Domecq PLC 24 Portland Place London W1N 4BB United Kingdom Registered number: 689729
Tel: 0171 323 9000
Designed and produced by Pauffley PRL Photographed by Julian Calder Typeset by Real Time Studio Printed in England by Wace Corporate Print
|
1 | 45504985_b1 | 45504985 | paid or declared at any time prior to or at the next following Annual General Meeting to offer ordinary shareholders the right to elect to receive in lieu of such dividend (or part thereof) an allotment of additional ordinary shares credited as fully paid. (Resolution 8)
That until determined otherwise, in accordance with the provisions of Article 73 of the articles of association, the
maximum aggregate amount of fees payable to directors be £250,000 per annum. (Resolution 9)
Special Resolution That the authority and power conferred by Article 9(B) of the articles of association of the company be granted until the earlier of the conclusion of the next Annual General Meeting and 15 months from the date of this Annual General Meeting and that for such period the Section 80 Amount shall be £83,382,202 and the Section 89 Amount shall be £12,980,890. (Resolution 10)
By order of the board D S Mitchell secretary
Registered Office: 24 Portland Place London W1N 4BB
23 December 1996
Registered Number 689729
NOTES Any member of the company entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, to vote on his, her or its behalf. A proxy need not be a member of the company.
Ordinary shareholders will receive a form of proxy, containing notes on completion and use, with this notice. To be effective the form of proxy must reach the company's registrars, Royal Bank of Scotland plc, PO Box 457, Owen House, 8 Bankhead Crossway North, Edinburgh EH11 0XG not less than 48 hours before the time of the meeting.
To have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of holders of the Ordinary shares of the company by no later then 11.30 am on 9 February 1997, being 48 hours before the time fixed for the meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
*Member of the Allied Domecq remuneration committee
68 ALLIED DOMECQ
Financial Diary
FINANCIAL DIARY 1996/97 Announcement of Preliminary Results: Ex-dividend date: Record date: 1996 Report and |
1 | 55202331_0 | 55202331 | ANNUAL REPORT 1995
CONTENTS
1 ISS in brief 2 Report to shareholders 8 Financial position 10 Shareholder relations 12 Business concept 15 Group divisions 16 ISS Scandinavia 24 ISS Europe 32 ISS North America 40 ISS Asia 44 Accounting policies 47 Consolidated profit and loss accounts 48 Consolidated balance sheets 50 Cash flow 51 Notes, consolidated finance 59 ISS subsidiaries 61 Profit & loss, parent company 62 Balance sheets, parent company 64 Notes, parent company 66 Group management 68 Highlights and key figures 69 Addresses 71 Key figures: Definitions
ISS MISSION
The mission of ISS is to develop, market and deliver services of high quality which meet peoples' needs for a clean, healthy, productive and comfortable environment for work and leisure.
ISS VISION
The vision of ISS is to maintain and expand internationally our leading position in the private and public markets for core and value-added cleaning, maintenance and other related services improving environments for people.
ISS VALUES
· To optimise our customers' satisfaction by constantly fulfilling or exceeding their expectations. · To promote job satisfaction and professional competence for our employees in order
to create an attractive, rewarding and safe working environment. · To obtain long-term growth in the value of the investments made by our shareholders. · To contribute to the sound economic, environmental and social development of the
communities in which we do business and to be perceived as doing so.
ANNUAL GENERAL MEETING
The annual general meeting will be held on Thursday 25 April 1996 at 5 pm at Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK-2300 Copenhagen S
37°N /122°W
DERRICK WEST
SAN FRANCISCO
EDNA CORREIA
38°N /9°W
LISBON
INTERNATIONA
ISS is the world's leading supplier of quality cleaning and related 138,700 employees provide services around the clock. This annual report d
at home, reflecting the very different social and cultural en
67°N /20°E
KIRUNA
GUN NILSSON
INTERNATIONAL PRESENCE
SHERLIN CHIA
1°N /103°E
SINGAPORE
NAL PRESENCE
related services. In more than 30 countries on four continents report documents a day in the life of four ISS employees, at work and tural environments in which the ISS Group operates.
ISS IN BRIEF
|
1 | 55202331_1 | 55202331 | sound economic, environmental and social development of the
communities in which we do business and to be perceived as doing so.
ANNUAL GENERAL MEETING
The annual general meeting will be held on Thursday 25 April 1996 at 5 pm at Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK-2300 Copenhagen S
37°N /122°W
DERRICK WEST
SAN FRANCISCO
EDNA CORREIA
38°N /9°W
LISBON
INTERNATIONA
ISS is the world's leading supplier of quality cleaning and related 138,700 employees provide services around the clock. This annual report d
at home, reflecting the very different social and cultural en
67°N /20°E
KIRUNA
GUN NILSSON
INTERNATIONAL PRESENCE
SHERLIN CHIA
1°N /103°E
SINGAPORE
NAL PRESENCE
related services. In more than 30 countries on four continents report documents a day in the life of four ISS employees, at work and tural environments in which the ISS Group operates.
ISS IN BRIEF
Turnover 1991-95 Amounts in DKK billion 15.0 12.5 10.0 7.5 5.0 2.5 0.0
91 92 93 94 95
Operating profit and margins, 1991-1995 Amounts in DKKm
1000
800
4.9% 4.7% 4.8% 4.4% 4.0%
600
400
200
0 91 92 93 94 95
Earnings per share 1991-1995, DKK Before and after goodwill amortisation
15
12
9
6
3
0 91 92 93 94 95 EPS before goodwill amortisation EPS after goodwill amortisation
KEY FIGURES 1995
Amounts in million
DKK USD GBP
Turnover/Revenues
14,391
Operating profit
572
Profit on ordinary operations
381
Net profit from ordinary operations 233
ISS net profit
162
ISS shareholders' equity
1,232
2,595 103 69 42 29 222
1,679 67 44 27 19
144
Amounts per share Earnings per |
1 | 55202331_2 | 55202331 | Turnover 1991-95 Amounts in DKK billion 15.0 12.5 10.0 7.5 5.0 2.5 0.0
91 92 93 94 95
Operating profit and margins, 1991-1995 Amounts in DKKm
1000
800
4.9% 4.7% 4.8% 4.4% 4.0%
600
400
200
0 91 92 93 94 95
Earnings per share 1991-1995, DKK Before and after goodwill amortisation
15
12
9
6
3
0 91 92 93 94 95 EPS before goodwill amortisation EPS after goodwill amortisation
KEY FIGURES 1995
Amounts in million
DKK USD GBP
Turnover/Revenues
14,391
Operating profit
572
Profit on ordinary operations
381
Net profit from ordinary operations 233
ISS net profit
162
ISS shareholders' equity
1,232
2,595 103 69 42 29 222
1,679 67 44 27 19
144
Amounts per share Earnings per share Cash flow per share Dividend per share
7.82 10.62
2.20
1.41 1.91 0.40
0.91 1.24 0.26
Number of employees 138,700
See p. 68 for a five-year record with key figures and exchange rates.
MAIN EVENTS IN 1995
ISS encounters significant management issues and operational problems in the USA and Germany leading to reduced earnings in both markets compared with 1994.
ISS makes 20 acquisitions in 1995.
ISS enters the fast-growing service market in Asia by acquiring The ESGO Group, one of the region´s leading cleaning and facilities services companies.
ISS penetrates the Swedish market for "care" services.
ISS reinforces its position in Switzerland through acquisitions and the largest cleaning contract to date in the Swiss market.
ISS sets up a European Works Council in cooperation with FIET (International Federation of Commercial, Clerical, Professional and Technical Employees).
ISS appoints Waldemar Schmidt as Group Chief Executive to succeed Poul Andreassen. Jørn Wendel Andersen is appointed Executive Vice President, CFO.
1
REPORT TO SHAREHOLDERS
For the ISS |
1 | 55202331_3 | 55202331 | share Cash flow per share Dividend per share
7.82 10.62
2.20
1.41 1.91 0.40
0.91 1.24 0.26
Number of employees 138,700
See p. 68 for a five-year record with key figures and exchange rates.
MAIN EVENTS IN 1995
ISS encounters significant management issues and operational problems in the USA and Germany leading to reduced earnings in both markets compared with 1994.
ISS makes 20 acquisitions in 1995.
ISS enters the fast-growing service market in Asia by acquiring The ESGO Group, one of the region´s leading cleaning and facilities services companies.
ISS penetrates the Swedish market for "care" services.
ISS reinforces its position in Switzerland through acquisitions and the largest cleaning contract to date in the Swiss market.
ISS sets up a European Works Council in cooperation with FIET (International Federation of Commercial, Clerical, Professional and Technical Employees).
ISS appoints Waldemar Schmidt as Group Chief Executive to succeed Poul Andreassen. Jørn Wendel Andersen is appointed Executive Vice President, CFO.
1
REPORT TO SHAREHOLDERS
For the ISS Group 1995 was a disappointing year due to significant management issues and operational problems in the USA and Germany. Operating profit fell by 10% to DKK 572m. As a result of this, and of the issue of new shares in 1994, earnings per share (EPS) fell by 20% compared to 1994.
The operating result and the development in EPS correspond to the expectations contained in the stock exchange release from October 1995 which told of problems in the USA and Germany.
Significant restructuring programmes have been implemented in these countries with a view to reducing costs and strengthening sales.
ISS has continued to pursue its strategy of international expansion by establishing itself in Asia, Mexico and the Czech Republic.
The rising trend in outsourcing and international service contracts provides a solid background for ISS' future development.
ISS IN THE USA
Martin O'Halloran, previously Managing Director for ISS in the United Kingdom and Ireland, took over in September 1995 as Managing Director of ISS North America Division. From 1 January 1996, the activities of ISS in Brazil were transferred to this division, which simultaneously changed its name to ISS America Division.
It has been decided to reduce significantly the head office staff at ISS Inc., to relocate the head office from New York to the administration centre in Atlanta |
1 | 55202331_b0 | 55202331 | : Rusi Pestonjee
THAILAND
ESGO Environmental Services Co. Ltd. 32/12-13 Phaholyothin Road Bangkhen, Bangkok 10220 Tel.: +662 552 5015 Fax.: +662 552 0572 Management: Theinsiri Theingviboonwong
KEY FIGURES: DEFINITIONS
Free Cash flow
= Cash flow from operations Investments in fixed assets
Interest bearing debt, net
=
Long-term debt + Bank loans and other debt Securities Cash at bank and in hand
Earnings per share = (EPS), DKK
ISS' share of profit on ordinary operations after tax · f Average no. of shares
Earnings per share before goodwill, = DKK
ISS' share of profit on ordinary operations before goodwill amortisation after tax · f
Average no. of shares
Cash flow per share (CFPS), DKK
=
Dividend
=
per share, DKK
(Free cash flow + Financial payments, net) · f Average no. of shares
Declared dividend per share · f
ISS shareholders'
equity in % of
=
total assets
ISS shareholders' equity · 100 Total assets
Return on equity, % =
ISS' share of profit on ordinary operations after tax · 100
ISS shareholders' equity, Jan 1. + Net proceeds of share issues (weighted)
Pay-out ratio, % =
Declared dividend · 100 ISS' share of profit on ordinary operations after tax
ISS currency basket = Index for development in currency rates, weighted on basis of ISS turnover and operational profit in each currency
Adjustment factor (f)
The adjustment factor (f) is used in connection with share offerings made to existing shareholders when the
= subscription price is below the market price at the time of the offering. The adjustment factor must be used for
calculating comparable figures for EPS, CFPS and dividend per share for the years before the offering.
71
ISS-International Service System A/S Kongevejen 195 2840 Holte Denmark Tel.: +45 45 41 08 11 Fax: +45 45 41 08 88 Internet: http://www.iss.dk A/S Reg. No. 37.702
1995
|
1 | 55202331_b1 | 55202331 | om, Kowloon Tel.: +852 2621 4333 Fax.: +852 2621 5260 Management: Eric Wong
INDONESIA
P.T. Egana Prima Mandiri Aspine Bldg., Jl. Fatmawati 29 Cilandak, Barat Jakarta 12430 Tel.: +6221 750 9164 Fax.: +6221 750 9160 Management: Roland Larsson
MALAYSIA
ISS Servisystem Sdn. Bhd. 22, Jalan MJ/1 Medan Maju Jaya 7 Mile Jalan Klang Lama 46000 Petaling Jaya Tel.: +60 3 794 2188 Fax.: +60 3 794 2177 Management: Doreen Tan
SINGAPORE
ISS ESGO Pte. Ltd. 3 Ubi Avenue 3 #03-01 Crocodile House Singapore 408857 Tel.: +65 746 3622 Fax.: +65 741 0669 Management: S.H. Yusof
SRI LANKA
ISS Abans Environmental Services (Pvt) Ltd. 141 Kirula Road Colombo 05 Tel.: +941 574 160 Fax.: +941 590 555 Management: Rusi Pestonjee
THAILAND
ESGO Environmental Services Co. Ltd. 32/12-13 Phaholyothin Road Bangkhen, Bangkok 10220 Tel.: +662 552 5015 Fax.: +662 552 0572 Management: Theinsiri Theingviboonwong
KEY FIGURES: DEFINITIONS
Free Cash flow
= Cash flow from operations Investments in fixed assets
Interest bearing debt, net
=
Long-term debt + Bank loans and other debt Securities Cash at bank and in hand
Earnings per share = (EPS), DKK
ISS' share of profit on ordinary operations after tax · f Average no. of shares
Earnings per share before goodwill, = DKK
ISS' share of profit on ordinary operations before goodwill amortisation after tax · f
Average no. of shares
Cash flow per share (CFPS), DKK
=
Dividend
=
per share, DKK
(Free cash flow + Financial payments, net) · f Average no. of shares
Declared dividend per share · f
ISS shareholders |
1 | 55202943_0 | 55202943 | Annual Report & Accounts
For the year to 31 January 1996
INTERMEDIATE CAPITAL GROUP PLC
1 Highlights 2 Chairman's Statement 4 Business Review 8 Financial Review 10 Directors and Management 12 Directors' Report 14 Corporate Governance 15 Report of the Remuneration Committee 17 Statement of Directors' Responsibilities
17 Auditors' Report 18 Consolidated Profit and Loss Account 19 Consolidated Balance Sheet 20 Balance Sheet 21 Consolidated Cash Flow Statement 22 Notes to the Accounts 32 Notice of Meeting IBC Company Information
The business of Intermediate Capital Group ("ICG") is to arrange and provide intermediate, or mezzanine, capital for companies in the United Kingdom and Continental Western Europe. ICG lends both its own resources and also funds under its management.
Intermediate capital ranks in terms of risk and reward between bank debt and equity capital and seeks a strong cash yield and an additional return related to the success of the investee company, usually in the form of a capital gain.
Intermediate capital has been principally used to help finance buyouts but is increasingly used as expansion and acquisition capital, as project and bridge finance and to finance capital reorganisations.
ICG is the market leader in the provision of intermediate capital in the United Kingdom and Continental Western Europe.
Highlights
· Core income up 20% to £11.4m (1995 pro forma* £9.5m) · Pre-tax profits up 5% to £19.1m (1995 pro forma* £18.1m) · A record year for new lending · The loan book increased to £210m (1995 £177m) · Borrowing facilities increased by £62m to £234m · Funds under management increased by £20m · Final dividend of 9.1p net per share making 13.4p per share for the year,
a 16.5% increase
* The 1995 figures are pro forma figures which have been adjusted from the actual figures to take into account the effect of ICG's listing on the Stock Exchange that year.
1 Intermediate Capital Group PLC
United Kingdom £111m
Sweden £7m
Denmark £4m
Germany £18m
France £57m
Italy £7m Spain £6m
Chairman's Statement
I am pleased to announce another satisfactory performance by ICG in a year which showed record activity and continuing solid growth in its business.
|
1 | 55202943_1 | 55202943 | Continental Western Europe.
Highlights
· Core income up 20% to £11.4m (1995 pro forma* £9.5m) · Pre-tax profits up 5% to £19.1m (1995 pro forma* £18.1m) · A record year for new lending · The loan book increased to £210m (1995 £177m) · Borrowing facilities increased by £62m to £234m · Funds under management increased by £20m · Final dividend of 9.1p net per share making 13.4p per share for the year,
a 16.5% increase
* The 1995 figures are pro forma figures which have been adjusted from the actual figures to take into account the effect of ICG's listing on the Stock Exchange that year.
1 Intermediate Capital Group PLC
United Kingdom £111m
Sweden £7m
Denmark £4m
Germany £18m
France £57m
Italy £7m Spain £6m
Chairman's Statement
I am pleased to announce another satisfactory performance by ICG in a year which showed record activity and continuing solid growth in its business.
The results
Core income, which ICG defines as net interest and dividend income and fee income less operating expenses, showed a very satisfactory increase of 20% to £11.4m. Capital gains net of provisions were £7.7m compared with £8.7m in the previous year.
Consequently pre-tax profits rose by 5% to £19.1m and earnings per share increased by a similar percentage to 27.6p.The pre-tax return on shareholders' funds was 29%.
Dividends
The Board is recommending a final ordinary share dividend of 9.1p net per share to be paid on 24 May 1996 which, with the interim dividend of 4.3p, brings the total for the year to 13.4p net per share.This dividend represents an increase of 16.5% over last year's dividend of 11.5p net per share.
It is ICG's policy to pay out the bulk of core income by way of dividend. Dividends will therefore increase in relation to core income. In respect of the year just ended the dividend payment represented 82% of core income net of tax, while the increase in dividend of 16.5% related to an increase of 20% |
1 | 55202943_2 | 55202943 | The results
Core income, which ICG defines as net interest and dividend income and fee income less operating expenses, showed a very satisfactory increase of 20% to £11.4m. Capital gains net of provisions were £7.7m compared with £8.7m in the previous year.
Consequently pre-tax profits rose by 5% to £19.1m and earnings per share increased by a similar percentage to 27.6p.The pre-tax return on shareholders' funds was 29%.
Dividends
The Board is recommending a final ordinary share dividend of 9.1p net per share to be paid on 24 May 1996 which, with the interim dividend of 4.3p, brings the total for the year to 13.4p net per share.This dividend represents an increase of 16.5% over last year's dividend of 11.5p net per share.
It is ICG's policy to pay out the bulk of core income by way of dividend. Dividends will therefore increase in relation to core income. In respect of the year just ended the dividend payment represented 82% of core income net of tax, while the increase in dividend of 16.5% related to an increase of 20% in core income. The dividend was covered two times by post-tax profits.
Lending activity
Last year represented the most active year for ICG in terms of new lending. It made new loans from its own resources and that of its funds under management totalling £117m to 16
new companies of which half are in the UK and half are in Continental Europe. ICG's original market, UK MBOs, showed particularly high levels of activity in the year, not least because of the availability of increased levels of both unquoted equity and bank debt.
This very active market provided ICG with a good number of lending opportunities, from which was derived a high level of completed loans.
During the year ICG devoted increasing effort and resource to marketing the use of mezzanine both in Continental Europe and in non buy-out related financings in the UK. This led to ICG being shown more lending opportunities in these areas than ever before. It was particularly pleasing to increase the overall lending level in Continental Europe, making three loans in Germany, for the first time making loans to companies in Spain and Denmark and providing finance to a quoted company in France.
Funding
ICG's shareholders' funds rose by £6 |
1 | 55202943_3 | 55202943 | in core income. The dividend was covered two times by post-tax profits.
Lending activity
Last year represented the most active year for ICG in terms of new lending. It made new loans from its own resources and that of its funds under management totalling £117m to 16
new companies of which half are in the UK and half are in Continental Europe. ICG's original market, UK MBOs, showed particularly high levels of activity in the year, not least because of the availability of increased levels of both unquoted equity and bank debt.
This very active market provided ICG with a good number of lending opportunities, from which was derived a high level of completed loans.
During the year ICG devoted increasing effort and resource to marketing the use of mezzanine both in Continental Europe and in non buy-out related financings in the UK. This led to ICG being shown more lending opportunities in these areas than ever before. It was particularly pleasing to increase the overall lending level in Continental Europe, making three loans in Germany, for the first time making loans to companies in Spain and Denmark and providing finance to a quoted company in France.
Funding
ICG's shareholders' funds rose by £6.6m to £69.1m at the year end as a result of retained profits. Borrowings increased by £21m to £140m at the year end. Gearing at 205% remains conservative and the capital ratio is 33%.
During the year ICG further increased its revolving credit facility by £15m to £187m. In addition, in the latter part of the year ICG raised $75m from an issue of 810 year senior unsecured notes by way of a US Private Placement.This issue enabled ICG both to diversify the sources and to lengthen the average maturity of its funding. As a result
ICG had available debt funding at the year end amounting to £234m, compared with borrowing levels of £140m, thus leaving it with substantial facilities available to fund the future planned growth in the loan portfolio.
I reported in my statement a year ago that at the beginning of the financial year we had increased the funds under management to £80m and I am now pleased to report that we have, since the last year end, taken on a further £20m from two more financial institutions. As a result, shareholders can expect a further increase in fund management fee income in |
1 | 55202943_b0 | 55202943 | PLC will be held at 62 63 Threadneedle Street, London EC2R 8HE at 12 noon on Monday 20 May 1996 for the following purposes: 1 To receive and adopt the financial statements for the year ended 31 January 1996 together with the reports of the directors and auditors thereon. 2 To declare a final dividend of 9.1p per ordinary share. 3 To reappoint Deloitte & Touche as auditors and determine their remuneration. 4 To re-elect as directors:
J-L Brousse de Gersigny J R B Odgers. 5 To transact any other ordinary business of the company. By Order of the Board
J E Curtis
Secretary 15 April 1996
Notes:
1 A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote instead of him. A proxy need not be a member of the company. Proxy forms must be lodged with the Secretary not later than 48 hours before the time fixed for the meeting. 2 Copies of directors' service contracts are available for inspection during business hours at the company's registered office at 62 63 Threadneedle Street, London EC2R 8HE.
32 Intermediate Capital Group PLC
Financial advisers
Lazard Brothers & Co., Limited 21 Moorfields London EC2P 2HT
Stockbrokers
Cazenove & Co 12 Tokenhouse Yard London EC2R 7AN
HSBC James Capel Thames Exchange 10 Queen Street Place London EC4R 1BL
Bankers
National Westminster Bank Plc 21 Lombard Street London EC3P 3AR
Registered offices
62-63 Threadneedle Street London EC2R 8HE
Auditors
Deloitte & Touche Chartered Accountants and Registered Auditors Stonecutter Court 1 Stonecutter Street London EC4A 4TR
Solicitors
Norton Rose Blackfriars House 19 New Bridge Street London EC4V 6DH
Registrars
The Royal Bank of Scotland plc Securities Services PO Box 82 Caxton House Redcliffe Way Bristol BS99 7NH
Intermediate Capital Group PLC
62-63 Threadneedle Street London EC2R 8HE Telephone 0171-628 9898 Facsimile 0171-628 2268
A Member of IMRO
133 Boulevard Haussman 75008 Paris Telephone 00 331 4495 8686 Facsimile 00 331 4495 8687
|
1 | 55202943_b1 | 55202943 | ,000 (1995 £2,645,000) in respect of liabilities incurred by its investee companies.
26 Financial commitments
At 31 January 1996, the group estimated that it had contractual obligations to provide further funding of £2,556,000 (1995 £1,428,000).
The group regularly enters into forward contracts for financial instruments which are used to hedge interest rate and foreign exchange risk in the normal course of business.
27 Contracts with substantial shareholders
The company has intermediate capital fund management contracts to manage funds totalling £50m provided by the BT Pension Scheme and the Post Office Staff Superannuation Scheme, whose investments are managed by Hermes Investment Management Limited. Mr R A Padgett, the Director of Corporate Finance of Hermes Invesment Management Limited, is a non-executive director of the company. No other director has any material interests in significant contracts.
28 Principal subsidiary company
The principal subsidiary company is Intermediate Capital Investments Limited, a 100% owned company incorporated in the United Kingdom and registered in England and Wales, whose principal activity is that of an investment company.
31 Intermediate Capital Group PLC
Notice of Meeting
Notice is hereby given that the Annual General Meeting of Intermediate Capital Group PLC will be held at 62 63 Threadneedle Street, London EC2R 8HE at 12 noon on Monday 20 May 1996 for the following purposes: 1 To receive and adopt the financial statements for the year ended 31 January 1996 together with the reports of the directors and auditors thereon. 2 To declare a final dividend of 9.1p per ordinary share. 3 To reappoint Deloitte & Touche as auditors and determine their remuneration. 4 To re-elect as directors:
J-L Brousse de Gersigny J R B Odgers. 5 To transact any other ordinary business of the company. By Order of the Board
J E Curtis
Secretary 15 April 1996
Notes:
1 A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote instead of him. A proxy need not be a member of the company. Proxy forms must be lodged with the Secretary not later than 48 hours before the time fixed for the meeting. 2 Copies of directors' service contracts are available for inspection during business hours at the company's registered office at 62 63 Threadneedle Street, London EC2R 8HE.
32 Intermediate Capital Group PLC
|
1 | 55204739_0 | 55204739 | J Sainsbury plc
Annual Review 1996 and Summary Financial Statement
Our new store at Straiton, Edinburgh brings to five the number of Sainsbury's supermarkets in Scotland where, with Savacentre, Homebase and Texas,
the Group has a total of 32 stores.
Contents
Group Profile and
Group Objectives
2
Financial Highlights
3
Chairman's Statement
4-7
Directors and Senior Management
8-9
Sainsbury's Supermarkets
10 -17
Savacentre
18-19
Homebase and Texas
20-23
JS in the US
24 -27
The Environment
28-29
Community Involvement
30-31
Ten Year Financial Record and
New Store Openings and Extensions
32-33
Financial Review
34-35
Summary Financial Statement
36-39
Investor Information
40 - 41
Financial Calendar and
Registered Office and Advisers
42
1
J Sainsbury
Group Profile
J Sainsbury plc is one of the world's leading retailers, operating four separate store chains in the UK and US which together serve more than 12 million customers a week.
Sainsbury's supermarkets is the largest part of the Sainsbury Group, accounting for 87% of Group operating profit before profit sharing and exceptional items and 75% of Group sales.
The other UK retailing arms are Savacentre, the country's only specialist hypermarket company, and Homebase, our chain of home improvement and garden centres which is in the process of integrating its recent acquisition, Texas Homecare, into its trading operations.
In the US, Shaw's Supermarkets, Inc., operates a chain of supermarkets in New England. Since November 1994, Sainsbury's has had a 16.7% holding in Giant Food Inc., a supermarket group which is the market leader in the Washington DC and Baltimore areas.
Founded in London in 1869, Sainsbury's was privately owned until public flotation in 1973. The Sainsbury family and its charitable trusts remain major shareholders and the present Chairman, David Sainsbury, is a great-grandson of the founders.
Group Objectives
To discharge the responsibility as leaders in our trade by acting with complete integrity, by carrying out our work to the highest standards, and by contributing to the public good and to the quality of life in the community.
To provide unrivalled value to our |
1 | 55204739_1 | 55204739 | supermarkets is the largest part of the Sainsbury Group, accounting for 87% of Group operating profit before profit sharing and exceptional items and 75% of Group sales.
The other UK retailing arms are Savacentre, the country's only specialist hypermarket company, and Homebase, our chain of home improvement and garden centres which is in the process of integrating its recent acquisition, Texas Homecare, into its trading operations.
In the US, Shaw's Supermarkets, Inc., operates a chain of supermarkets in New England. Since November 1994, Sainsbury's has had a 16.7% holding in Giant Food Inc., a supermarket group which is the market leader in the Washington DC and Baltimore areas.
Founded in London in 1869, Sainsbury's was privately owned until public flotation in 1973. The Sainsbury family and its charitable trusts remain major shareholders and the present Chairman, David Sainsbury, is a great-grandson of the founders.
Group Objectives
To discharge the responsibility as leaders in our trade by acting with complete integrity, by carrying out our work to the highest standards, and by contributing to the public good and to the quality of life in the community.
To provide unrivalled value to our customers in the quality of the goods we sell, in the competitiveness of our prices and in the range of choice we offer.
To achieve the highest standards in efficiency of operation, convenience and customer service in our stores, thereby creating as attractive and friendly a shopping environment as possible.
To offer our staff outstanding opportunities in terms of personal career development and in remuneration relative to other companies in the same market, practising always a concern for the welfare of every individual.
To generate sufficient profit to finance continual improvement and growth of the business whilst providing our shareholders with an excellent return on their investment.
2
plc Financial Highlights
£ million UK Sales US Sales*
....................
GROUP SALES (incl. taxes)..
1996 52 weeks to
9th March
12,037
1,462
---------------------- 13,499
----------------------
1995 52 weeks to 11th March
10,719
1,346
---------------------- 12,065
----------------------
UK Operating Profit.....
803
859
US Operating Profit*... |
1 | 55204739_2 | 55204739 | customers in the quality of the goods we sell, in the competitiveness of our prices and in the range of choice we offer.
To achieve the highest standards in efficiency of operation, convenience and customer service in our stores, thereby creating as attractive and friendly a shopping environment as possible.
To offer our staff outstanding opportunities in terms of personal career development and in remuneration relative to other companies in the same market, practising always a concern for the welfare of every individual.
To generate sufficient profit to finance continual improvement and growth of the business whilst providing our shareholders with an excellent return on their investment.
2
plc Financial Highlights
£ million UK Sales US Sales*
....................
GROUP SALES (incl. taxes)..
1996 52 weeks to
9th March
12,037
1,462
---------------------- 13,499
----------------------
1995 52 weeks to 11th March
10,719
1,346
---------------------- 12,065
----------------------
UK Operating Profit.....
803
859
US Operating Profit*.....
51
40
---------------------- ----------------------
% Change
12.3 8.6
11.9
(6.5) 27.5
GROUP OPERATING PROFIT before profit sharing and exceptional costs......
Profit Sharing........
Associates......... Net Interest Payable.....
854
899
(5.0)
(50)
(61)
19
6
(59)
(36)
GROUP PROFIT
before tax, exceptional costs
and property items.....
764
808
(5.4)
(Loss)/profit on sale of properties
(4)
1
Exceptional integration costs..
(48)
--
---------------------- ----------------------
GROUP PROFIT BEFORE TAX.
712
809
Tax............
(234)
(270)
---------------------- |
1 | 55204739_3 | 55204739 | ..
51
40
---------------------- ----------------------
% Change
12.3 8.6
11.9
(6.5) 27.5
GROUP OPERATING PROFIT before profit sharing and exceptional costs......
Profit Sharing........
Associates......... Net Interest Payable.....
854
899
(5.0)
(50)
(61)
19
6
(59)
(36)
GROUP PROFIT
before tax, exceptional costs
and property items.....
764
808
(5.4)
(Loss)/profit on sale of properties
(4)
1
Exceptional integration costs..
(48)
--
---------------------- ----------------------
GROUP PROFIT BEFORE TAX.
712
809
Tax............
(234)
(270)
---------------------- ----------------------
GROUP PROFIT AFTER TAX.
478
539
---------------------- ----------------------
EARNINGS PER SHARE....
26.8p
29.8p
FULLY DILUTED EARNINGS
PER SHARE before
exceptional costs and
property items.......
27.8p
29.0p
(4.1)
DIVIDEND PER SHARE...
12.1p
11.7p
3.4
*In dollar terms, US sales rose by 10.5% to $2.3 billion and US operating profit rose 28.4% to $$ 80.0 million for the 54 weeks to 9th March 1996.
Group Sales
£ billion
13.5
12.1 11.2 10.3 9.2
1992 1993 1994 1995 1996
Group sales increased by 11.9% to £13.5 billion.
Group Profit
£ million
808
735 731
764
631
1992 1993 1994 1995 1996 |
1 | 55204739_b0 | 55204739 | th March 1994, using the projected unit method. The significant actuarial valuation assumptions used were that future investment returns would be 812% per annum, long term future salary and wage increases would average 512% per annum and pensions would increase at 4% per annum. The next triennial valuation will take place in 1997.
At the date of the latest valuation the market value of the assets of the UK Scheme was £1,435 million and the actuarial value of the assets was sufficient to cover 122% of the JSPDBS and 120% of the JSEPS benefits that had accrued to members, allowing for expected future increases in earnings. The ongoing pension cost in respect of the UK Schemes, incorporating the amortisation of the surplus from the last valuation in 1991, has been adjusted to reflect the revised surplus arising from the March 1994 valuation and the net reduced surplus is being amortised by a method which causes the Company's funding rate to rise from the current, abated, level up to the full regular cost on a sliding scale over a period of 14 years for JSPDBS and 12 years for JSEPS.
The Group also operates a final salary pension scheme in the US. The pension cost relating to the US benefit scheme has been determined with the advice of independent actuaries. The charge to the Profit and Loss Account is calculated in accordance with US accounting principles but would not have been materially different had UK accounting principles been applied.
28
Registered Office and Advisers
REGISTERED OFFICE J Sainsbury plc
Stamford House, Stamford Street, London SE1 9LL Registered Number 185647 REGISTRAR
The Royal Bank of Scotland plc Registrar's Department, PO Box 82 Caxton House, Redcliffe Way, Bristol BS99 7NH
AUDITORS Coopers & Lybrand 1 Embankment Place, London WC2N 6NN
SOLICITORS Denton Hall Five Chancery Lane, Clifford's Inn, London EC4A 1BU STOCKBROKERS SBC Warburg 1 Finsbury Avenue, London EC2M 2PP
Designed and Produced by McBain, Noel-Johnson & Co Ltd. Printed in England by Royle Print Limited. Printed on Zanders Mega-Matt paper made from 100% chlorine-free bleached pulp and awarded the Nordic Swan environmental label.
J Sainsbury plc Stamford House Stamford Street London SE1 9LL
|
1 | 55204739_b1 | 55204739 |
Leases which expire after 5 years.........................
190
93
Other Leases
Leases which expire within the year
.......................
2
--
Leases which expire between 1 and 5 years....................
8
6
Note 31 Pension Commitments
The Group operates final salary pension schemes in the UK. The costs are assessed on the advice of independent qualified actuaries.
Of the total pension costs of the Group, £35 million (1995: £32 million) relates to the UK Schemes, namely the J Sainsbury Pension and Death Benefit Scheme (JSPDBS) and the J Sainsbury Executive Pension Scheme (JSEPS). The assets of the UK Schemes are held by trustee companies which are separate from the Company.
The latest actuarial valuation of the UK Schemes was carried out by the actuaries as at 12th March 1994, using the projected unit method. The significant actuarial valuation assumptions used were that future investment returns would be 812% per annum, long term future salary and wage increases would average 512% per annum and pensions would increase at 4% per annum. The next triennial valuation will take place in 1997.
At the date of the latest valuation the market value of the assets of the UK Scheme was £1,435 million and the actuarial value of the assets was sufficient to cover 122% of the JSPDBS and 120% of the JSEPS benefits that had accrued to members, allowing for expected future increases in earnings. The ongoing pension cost in respect of the UK Schemes, incorporating the amortisation of the surplus from the last valuation in 1991, has been adjusted to reflect the revised surplus arising from the March 1994 valuation and the net reduced surplus is being amortised by a method which causes the Company's funding rate to rise from the current, abated, level up to the full regular cost on a sliding scale over a period of 14 years for JSPDBS and 12 years for JSEPS.
The Group also operates a final salary pension scheme in the US. The pension cost relating to the |
1 | 60002592_0 | 60002592 | REPORT & FINANCIAL S TAT E M E N T S 1996
Contents
2 Chairman's Statement 4 Business Review 8 Directors and Advisers 9 Directors' Report 11 Corporate Governance 12 Remuneration Committee Report 14 Review Report by the Auditors on
Corporate Governance 15 Directors' Responsibilities 15 Auditors' Report 16 Consolidated Profit and Loss Account 17 Balance Sheets 18 Consolidated Cash Flow Statement 19 Other Financial Statements 20 Statement of Accounting Policies 21 Notes to the Financial Statements 31 Principal Subsidiary Companies 32 Valuers' Report 33 Investment Portfolio 34 Trading Portfolio Acquisition 36 Investment Portfolio Analysis 37 Five Year Financial Summary 38 Shareholder Information 39 Notice of Meeting
1
Chairman's Statement
1996 was a year of considerable progress for Estates & General with a return to profitability and to the dividend list. In April, the capital reorganisation and rights issue was approved by our shareholders and this, together with new medium term banking facilities, provided the essential platform for the business to move forward to a point where we were able to make a significant portfolio acquisition just before the year end.
Results The pre-tax profit for the year ended 31 December 1996 was £1,639,000 with earnings per share at 8.1p. The profit includes £800,000 received in settlement of a claim against a third party. There was also some upward movement in the value of the underlying investment portfolio and the combined effect increased the net asset value from 84p, as reported at the time of the capital reorganisation, to 90p at 31 December 1996.
Dividend Your Board is proposing a dividend of 0.4p per share. This recommendation reflects the revenue account improvement now that rental income exceeds the financing and administrative costs of the business. If approved at the Annual General Meeting, the dividend will be paid on 19 May 1997 to shareholders on the register at the close of business on 18 April 1997.
Acquisition Just prior to the year end we acquired a portfolio of properties from Canada Life for £13.225 million at an attractive yield of 11%. This acquisition of trading stock is expected to contribute over £500,000 of net operating income on an annual basis. It brings with it good quality properties and sound tenants with scope for active management in several situations. The vendor agreed to deferred terms on part of the consideration and to accept 2.3 million ordinary shares of 10p which our brokers, Sutherlands, placed in the market. As part of the transaction, |
1 | 60002592_1 | 60002592 | .1p. The profit includes £800,000 received in settlement of a claim against a third party. There was also some upward movement in the value of the underlying investment portfolio and the combined effect increased the net asset value from 84p, as reported at the time of the capital reorganisation, to 90p at 31 December 1996.
Dividend Your Board is proposing a dividend of 0.4p per share. This recommendation reflects the revenue account improvement now that rental income exceeds the financing and administrative costs of the business. If approved at the Annual General Meeting, the dividend will be paid on 19 May 1997 to shareholders on the register at the close of business on 18 April 1997.
Acquisition Just prior to the year end we acquired a portfolio of properties from Canada Life for £13.225 million at an attractive yield of 11%. This acquisition of trading stock is expected to contribute over £500,000 of net operating income on an annual basis. It brings with it good quality properties and sound tenants with scope for active management in several situations. The vendor agreed to deferred terms on part of the consideration and to accept 2.3 million ordinary shares of 10p which our brokers, Sutherlands, placed in the market. As part of the transaction, Canada Life acquired our site in Sunbury for £1 million and under the terms of the development agreement will pay a further sum on a successful letting of the offices when complete.
Property Portfolio The gross contracted rent-roll for all properties at the year end was £8.4 million. The value of the investment portfolio, following the annual revaluation by DTZ Debenham Thorpe, improved by 1.8% to over £68 million. Progress continues to be made on the lettings front and there are good prospects for the early letting of a substantial part of the remaining void space. During the year we obtained vacant possession at Penn Place, Rickmansworth and its redevelopment has now come into sharper focus. Consequently we are in the process of seeking to increase the existing planning consent from 68,000 sq ft to some 110,000 sq ft. If a satisfactory outcome can be achieved we will then take an imaginative look at the options available to us although these will not include developing on our own account.
2
Chairman's Statement
Continued
Balance Sheet and Finance The balance sheet was substantially strengthened by the reorganisation and rights issue and further improved by the issue of shares in support of the portfolio acquisition in December. The return to profitability |
1 | 60002592_2 | 60002592 | Canada Life acquired our site in Sunbury for £1 million and under the terms of the development agreement will pay a further sum on a successful letting of the offices when complete.
Property Portfolio The gross contracted rent-roll for all properties at the year end was £8.4 million. The value of the investment portfolio, following the annual revaluation by DTZ Debenham Thorpe, improved by 1.8% to over £68 million. Progress continues to be made on the lettings front and there are good prospects for the early letting of a substantial part of the remaining void space. During the year we obtained vacant possession at Penn Place, Rickmansworth and its redevelopment has now come into sharper focus. Consequently we are in the process of seeking to increase the existing planning consent from 68,000 sq ft to some 110,000 sq ft. If a satisfactory outcome can be achieved we will then take an imaginative look at the options available to us although these will not include developing on our own account.
2
Chairman's Statement
Continued
Balance Sheet and Finance The balance sheet was substantially strengthened by the reorganisation and rights issue and further improved by the issue of shares in support of the portfolio acquisition in December. The return to profitability and the uplift in property values has also contributed to a position at the year end which shows an improvement of over £10.5 million on the comparative figures for 1995 and an uplift of almost 18% on the pro forma balance sheet included in the circular sent to shareholders in March 1996. Gearing is currently at a high level but rental income exceeds overheads and interest and the exposure to any increases in interest rates has been minimised by fixing or hedging the interest rate on all but that element of debt which we intend repaying within the next 12 months. Appreciation I would like to express my appreciation to all our shareholders, our corporate advisers and not least to my colleagues and staff for their support and commitment over the past year in which we have together restored financial stability to the Group. Prospects When we announced our capital reorganisation we indicated that the Board would be seeking a merger with another property company and/or a substantial acquisition to strengthen the earnings and asset base. Although discussions have taken place with a number of parties, nothing of substance which would have effected the necessary benefit to shareholders has materialised. Our efforts in this area will continue. The improvement in the Group's finances and the significant portfolio acquisition have placed us in a much stronger position to negotiate |
1 | 60002592_3 | 60002592 | and the uplift in property values has also contributed to a position at the year end which shows an improvement of over £10.5 million on the comparative figures for 1995 and an uplift of almost 18% on the pro forma balance sheet included in the circular sent to shareholders in March 1996. Gearing is currently at a high level but rental income exceeds overheads and interest and the exposure to any increases in interest rates has been minimised by fixing or hedging the interest rate on all but that element of debt which we intend repaying within the next 12 months. Appreciation I would like to express my appreciation to all our shareholders, our corporate advisers and not least to my colleagues and staff for their support and commitment over the past year in which we have together restored financial stability to the Group. Prospects When we announced our capital reorganisation we indicated that the Board would be seeking a merger with another property company and/or a substantial acquisition to strengthen the earnings and asset base. Although discussions have taken place with a number of parties, nothing of substance which would have effected the necessary benefit to shareholders has materialised. Our efforts in this area will continue. The improvement in the Group's finances and the significant portfolio acquisition have placed us in a much stronger position to negotiate further opportunities. I feel confident that in 1997 we will be able to build upon the achievements of 1996.
Peter B Prowting Chairman
3
Business Review
Investment Portfolio A balanced portfolio has been maintained during 1996 with just over 80% by value split equally between retail and offices. The offices are mainly situated within or around the western corridor of the M25. During the course of the year vacant possession was obtained at Penn Place in Rickmansworth where we have an existing consent to redevelop some 68,000 sq ft (net) of offices. A planning application has been submitted to increase the consent to approximately 110,000 sq ft (net) for a corporate headquarters building. A full analysis of the portfolio is shown in the property information section on pages 33 and 36. Gross rental income in 1996 increased by 3% to £6.96 million with the underlying performance at net rental income level showing a similar increase to £6.47 million. Rent reviews during the year added approximately £50,000 to the rent roll. This included a unit at the Beckton Retail Park where a further £375,000 per annum of rent comes up for review in 1997.
Beckton Retail Park In 1996, new lettings totalling £200, |
1 | 60002592_b0 | 60002592 | of the Company as the Board may determine where the equity securities attributable to the interests of such persons are proportionate (as nearly as may be) to the respective numbers of shares held by each of them (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any regulatory body or Stock Exchange in any territory or otherwise howsoever); and
(ii) to the allotment (other than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal value of £128,975
and shall expire at the conclusion of the Annual General Meeting of the Company in 1998 or (if earlier) the date which is fifteen months after the date of the passing of this Resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
By Order of the Board David G M Cull Secretary 12 March 1997
Penn House 30 High Street Rickmansworth Herts WD3 1EP
NOTES:1. A member entitled to attend and vote at the Meeting may appoint another person or
persons (whether a member or not) as his/her proxy to attend and, on a poll, vote for him/her. To be valid, Forms of Proxy, one of which is enclosed, must be signed by the appointer and must be lodged at the Registrars' office at least 48 hours before the Meeting. A proxy need not be a member of the Company. Entitlements to attend and vote at the Meeting will be determined by reference to the Register of Members of the Company at midnight on 7 April 1997. 2. This Notice is sent for information only to the holders of the 11.25 per cent First Mortgage Debenture Stock 2018 and the 12.4 per cent First Mortgage Debenture Stock 2008, who are not entitled to attend and vote at the Meeting.
40
ESTATES & GENERAL PLC PENN HOUSE, 30 HIGH STREET RICKMANSWORTH, HERTFORDSHIRE WD3 1EP
TELEPHONE: 01923 285999 FACSIMILE: 01923 770547 REGISTERED IN ENGLAND (NO. 50072)
|
1 | 60002592_b1 | 60002592 | securities (within the meaning of Section 80 of the Companies Act 1985) up to an aggregate nominal amount of £859,834 provided that this authority shall expire on the date which is five years after the passing of this Resolution save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and so that the foregoing shall be in substitution for the authority conferred on the Directors of the Company in that regard at the Extraordinary General Meeting held on 15 April 1996. 7. That, subject to the passing of Resolution 6 above, the Board be and it is hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of the said Act) for cash pursuant to the authority conferred by Resolution 5 above as if subsection (1) of Section 89 of the said Act did not apply to any such allotment provided that this power shall be limited:
39
Notice of Meeting
Continued
(i) to the allotment of equity securities in connection with a rights issue in favour of the holders of equity securities of the Company as the Board may determine where the equity securities attributable to the interests of such persons are proportionate (as nearly as may be) to the respective numbers of shares held by each of them (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any regulatory body or Stock Exchange in any territory or otherwise howsoever); and
(ii) to the allotment (other than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal value of £128,975
and shall expire at the conclusion of the Annual General Meeting of the Company in 1998 or (if earlier) the date which is fifteen months after the date of the passing of this Resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
By Order of the Board David G M Cull Secretary 12 March 1997
Penn House 30 High Street Rickmansworth Herts WD3 1EP
NOT |
1 | 60003898_0 | 60003898 | Annual Report 1996
Cover photography
Cadbury Ltd is the UK's leading chocolate confectionery manufacturer with a 30% share of the £3.4 billion chocolate market. The Cadbury's Dairy Milk Megabrand Cadbury's Dairy Milk, Fruit & Nut and Wholenut had a volume share of over 46% of the moulded sector in 1996.
Schweppes' famous Indian Tonic Water has been available since the 1870s and today the Schweppes range is sold in over 85 countries around the world. The distinctive plastic bottle reflects a major British innovation in bottle technology.
Produced in Egypt since 1990, Cadbury's Dairy Milk range now has almost 50% of the Egyptian moulded chocolate market. Egypt, with a population of 60 million, is the largest confectionery market in the Middle East and North Africa.
Popular in Egypt since 1982, the Schweppes brand was re-launched in June 1996 under new licence and bottling arrangements. In addition to Schweppes Tonic, enjoyed by many consumers in the 15-30 age group, the Schweppes range includes Tangerine, Orange, Apple, Cloudy Lemon and Soda.
Contents
Page 2 Year at a Glance 4 Chairman's Statement 6 Group Chief Executive's Review 8 The Business of Cadbury Schweppes
10 Beverages Stream Review 18 Confectionery Stream Review 26 Environment, Community and
Development 30 Corporate Governance 32 Board of Directors 34 Report of the Directors 39 Report of the Remuneration Committee 46 Financial Review 52 Financial Ratios and Stream Analysis 54 Group Financial Record 56 Statement of Directors' Responsibilities 56 Auditors' Report on Financial Statements 57 Accounting Policies 60 Group Profit and Loss Account 61 Recognised Gains and Losses 61 Movements in Shareholders' Funds 62 Balance Sheets 63 Group Cash Flow Statement 64 Sales, Trading Profit, Operating Assets
and Trading Margin Analysis 65 Notes on the Accounts 89 US GAAP 90 Additional Shareholder Information 94 Index
The Annual General Meeting will be held on Thursday, 8 May 1997. 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 is a major global company in beverages and confectionery whose quality brands and products are enjoyed in over 200 countries around the world. Our task is to build on our traditions of quality and value to provide |
1 | 60003898_1 | 60003898 | 2 Year at a Glance 4 Chairman's Statement 6 Group Chief Executive's Review 8 The Business of Cadbury Schweppes
10 Beverages Stream Review 18 Confectionery Stream Review 26 Environment, Community and
Development 30 Corporate Governance 32 Board of Directors 34 Report of the Directors 39 Report of the Remuneration Committee 46 Financial Review 52 Financial Ratios and Stream Analysis 54 Group Financial Record 56 Statement of Directors' Responsibilities 56 Auditors' Report on Financial Statements 57 Accounting Policies 60 Group Profit and Loss Account 61 Recognised Gains and Losses 61 Movements in Shareholders' Funds 62 Balance Sheets 63 Group Cash Flow Statement 64 Sales, Trading Profit, Operating Assets
and Trading Margin Analysis 65 Notes on the Accounts 89 US GAAP 90 Additional Shareholder Information 94 Index
The Annual General Meeting will be held on Thursday, 8 May 1997. 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 is a major global company in beverages and confectionery whose quality brands and products are enjoyed in over 200 countries around the world. Our task is to build on our traditions of quality and value to provide brands, products, financial results and management performance that meet the interests of our shareholders, consumers, employees, customers, suppliers and the communities in which we operate.
Route to market: Mexico, pages 12-13
Product innovation: UK, pages 20-21
Key brands: Canada, pages 24-25
s UK s Europe s Americas s Pacific Rim s Africa & Others
Understanding our markets: Chile, pages 16-17
1
Year at a Glance
Beverages Stream
s Dr Pepper continues to outpace the growth of the US market s 7 UP stabilises its position in the US against intense competition s New long term licensing agreements for our key brands in the US and UK s Acceleration of international roll-out of our beverages brands s Major restructuring of our French beverages business with San
Benedetto joint venture s Sale of Coca-Cola & Schweppes Beverages for £623 million completed
in February 1997
Confectionery Stream
s Strong growth in many markets after a difficult 1995 s Substantial increases in sales and profits in Canada following
acquisitions of Allan Candy and Neilson Cadbury s World class chocolate confectionery manufacturing facilities
established in Russia and China |
1 | 60003898_2 | 60003898 | brands, products, financial results and management performance that meet the interests of our shareholders, consumers, employees, customers, suppliers and the communities in which we operate.
Route to market: Mexico, pages 12-13
Product innovation: UK, pages 20-21
Key brands: Canada, pages 24-25
s UK s Europe s Americas s Pacific Rim s Africa & Others
Understanding our markets: Chile, pages 16-17
1
Year at a Glance
Beverages Stream
s Dr Pepper continues to outpace the growth of the US market s 7 UP stabilises its position in the US against intense competition s New long term licensing agreements for our key brands in the US and UK s Acceleration of international roll-out of our beverages brands s Major restructuring of our French beverages business with San
Benedetto joint venture s Sale of Coca-Cola & Schweppes Beverages for £623 million completed
in February 1997
Confectionery Stream
s Strong growth in many markets after a difficult 1995 s Substantial increases in sales and profits in Canada following
acquisitions of Allan Candy and Neilson Cadbury s World class chocolate confectionery manufacturing facilities
established in Russia and China s Cadbury Poland trading profitably in only its second full year of operation s Craven Keiller acquisition strengthens our leadership position in UK
sugar confectionery
Sales Trading profit Trading margin* Profit before tax and disposals Earnings per Ordinary Share (FRS 3) Underlying Earnings per Ordinary Share Net Dividend per Ordinary Share Capital expenditure Marketing expenditure Underlying free cash flow Total Group employees
*Excluding restructuring costs
1996
£5,115m £671m 13.9% £592m 34.1p 34.1p 17.0p £249m £738m £137m 42,911
1995
£4,776m £600m 13.6% £512m 31.3p 29.9p 16.0p £238m £681m £100m 41,789
% Increase
7.1 11.8
0.3 15.6
8.9 14.0
6.3 4.6 8.4 37.0 2.7
2
Profit
£m
Profit before tax and disposals Operating profit
Trading margin* Beverages Stream
per cent
800 |
1 | 60003898_3 | 60003898 | s Cadbury Poland trading profitably in only its second full year of operation s Craven Keiller acquisition strengthens our leadership position in UK
sugar confectionery
Sales Trading profit Trading margin* Profit before tax and disposals Earnings per Ordinary Share (FRS 3) Underlying Earnings per Ordinary Share Net Dividend per Ordinary Share Capital expenditure Marketing expenditure Underlying free cash flow Total Group employees
*Excluding restructuring costs
1996
£5,115m £671m 13.9% £592m 34.1p 34.1p 17.0p £249m £738m £137m 42,911
1995
£4,776m £600m 13.6% £512m 31.3p 29.9p 16.0p £238m £681m £100m 41,789
% Increase
7.1 11.8
0.3 15.6
8.9 14.0
6.3 4.6 8.4 37.0 2.7
2
Profit
£m
Profit before tax and disposals Operating profit
Trading margin* Beverages Stream
per cent
800 700 600 500 400 300 200 100
0 92 93 94 95 96
16 14 12 10
8 6 4 2 0
92 93 94 95 96
Interest charge cover
times
12
Underlying Earnings per Ordinary Share Dividends per Ordinary Share
pence
Earnings Dividends
35
10
30
25 8
20 6
15
4 10
2
5
0 92 93 94 95 96
0 92 93 94 95 96
*Excluding major restructuring costs Excluding gains and losses on disposals of subsidiaries
Trading margin* Confectionery Stream
per cent
16 14 12 10
8 6 4 2 0
92 93 94 95 96
Share price Annual high and low prices per Ordinary Share
pence
600
500
400
300
200
100
0 92 93 94 95 96
3
Chairman's Statement
In 1996, turnover at over £5.1 billion increased by 7% and profit before tax and disposals of £592 million was 16% higher. Underlying earnings per share at 34.1p show an increase of 4.2p, up 14 |
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