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1 | 60029140_b0 | 60029140 | thereafter as the meeting of the holders of Ordinary shares in the capital of the Company convened for the same day is concluded or adjourned) for the purpose of considering and if thought fit, passing the following resolution, which will be proposed as an Extraordinary Resolution:
Extraordinary Resolution That this meeting of the holders of the Deferred Ordinary shares of 2718/41p in the capital of the Company ("Deferred shares") hereby sanctions the passing of Resolution 11 as set out in the Notice of the Annual General Meeting of the Company dated 1st July 1998 as a Special Resolution and all and any variation, annulment or abrogation of the rights of the Deferred shares contained therein or involved or inherent therein.
Carlton House 33 Robert Adam Street London W1M 5AH
1st July 1998
by order of the Board M. WALDRON Secretary
J14708/RF57438 Printed by Royle Print Limited, London
Notes
1. A holder of Deferred Ordinary shares in the Company entitled to attend and vote at the meeting is entitled to appoint one or more Proxies to attend and on a poll vote in his stead. A proxy need not be a holder of Deferred Ordinary shares.
2. To be effective Forms of Proxy must be lodged at the offices of the Company's Registrars IRG plc, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time of the meeting. Lodgement of a Form of Proxy will not prevent a holder of Deferred Ordinary shares from attending and voting in person, if so desired.
3. The Company pursuant to Regulation 34 of the Uncertified Securities Regulations Act 1995 specifies that only shareholders registered in the Register of Members of the Company as at the close of business on 21st July 1998 or, in the event that this meeting is adjourned, in the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend or vote at this meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of member after the close of business on 21st July 1998 or, in the event that this meeting is adjourned, in the Register of Members 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
40
|
1 | 60029140_b1 | 60029140 | not prevent a holder of Ordinary shares from attending and voting in person, if so desired.
3. The Company pursuant to Regulation 34 of the Uncertified Securities Regulations Act 1995 specifies that only shareholders registered in the Register of Members of the Company as at the close of business on 21st July 1998 or, in the event that this meeting is adjourned, in the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend or vote at this meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of member after the close of business on 21st July 1998 or, in the event that this meeting is adjourned, in the Register of Members 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
39
Notice of Meeting of the holders of Deferred Ordinary shares
LMS Notice is hereby given that a separate meeting of the holders of Deferred Orinary shares in the capital of the Company will be held at Carlton House, 33 Robert Adam Street, London W1M 5AH on 23rd July 1998 at 12.25 pm (or as soon thereafter as the meeting of the holders of Ordinary shares in the capital of the Company convened for the same day is concluded or adjourned) for the purpose of considering and if thought fit, passing the following resolution, which will be proposed as an Extraordinary Resolution:
Extraordinary Resolution That this meeting of the holders of the Deferred Ordinary shares of 2718/41p in the capital of the Company ("Deferred shares") hereby sanctions the passing of Resolution 11 as set out in the Notice of the Annual General Meeting of the Company dated 1st July 1998 as a Special Resolution and all and any variation, annulment or abrogation of the rights of the Deferred shares contained therein or involved or inherent therein.
Carlton House 33 Robert Adam Street London W1M 5AH
1st July 1998
by order of the Board M. WALDRON Secretary
J14708/RF57438 Printed by Royle Print Limited, London
Notes
1. A holder of Deferred Ordinary shares in the Company entitled to attend and vote at the meeting is entitled to appoint one or more Proxies to attend and on a poll vote in his stead. A proxy need not be a holder of Deferred Ordinary |
1 | 60029893_0 | 60029893 | Chairman's statement
2
Chief Executive's review
4
Directors and advisers
7
Directors' report
8
Corporate Governance
12
Review report to Middlesex Holdings plc
by Deloitte & Touche on Corporate Governance Matters
16
Statement of Directors' responsibilities
17
Report of the auditors on the financial statements
18
Consolidated profit and loss account
19
Statement of total recognised gains and losses
20
Consolidated balance sheet
21
Balance sheet
22
Consolidated cash flow statement
23
Notes to the financial statements
24
Notice of Annual General Meeting
44
The year ended 31 December 1997 was disappointing for the Group, as the Board warned in a statement issued on 27 April 1998. Turnover increased to £179.2 million (1996: £178.0 million), a pre-tax profit of £0.7 million (1996: pre-tax profit £8.0 million) was recorded and our consolidated net assets fell to £24.3 million (1996: £25.5 million). After taxation and minority interests the basic loss per share was 0.22p (1996: earnings per share 0.62p). No dividend is being proposed for the year ended 31 December 1997 (1996: 0.1p per share).
The deterioration in the financial performance of the Group during the year ended 31 December 1997, apart from the poor economic conditions in Russia in the latter part of 1997, which have continued in 1998, was due to a number of different factors, some of which only crystallised at or close to the year end. The main factors are:
l provision of £0.8 million against the remaining Tadaz aluminium debt;
l provision of £0.7 million against the carrying value of the gold mining leases in Nevada, USA;
l losses sustained on agribusiness, attributable solely to the Group's 45 per cent. interest in Agrifarm International Limited. The Group's share of these losses was £1.0 million (1996: profit £0.3 million). The results in 1996 included the profit of grain trading in the Ukraine which was not carried out in 1997; and
l administrative expenses increased from £4.0 million in 1996 to £4.9 million in 1997 which was |
1 | 60029893_1 | 60029893 | 5 million). After taxation and minority interests the basic loss per share was 0.22p (1996: earnings per share 0.62p). No dividend is being proposed for the year ended 31 December 1997 (1996: 0.1p per share).
The deterioration in the financial performance of the Group during the year ended 31 December 1997, apart from the poor economic conditions in Russia in the latter part of 1997, which have continued in 1998, was due to a number of different factors, some of which only crystallised at or close to the year end. The main factors are:
l provision of £0.8 million against the remaining Tadaz aluminium debt;
l provision of £0.7 million against the carrying value of the gold mining leases in Nevada, USA;
l losses sustained on agribusiness, attributable solely to the Group's 45 per cent. interest in Agrifarm International Limited. The Group's share of these losses was £1.0 million (1996: profit £0.3 million). The results in 1996 included the profit of grain trading in the Ukraine which was not carried out in 1997; and
l administrative expenses increased from £4.0 million in 1996 to £4.9 million in 1997 which was due, in part, to building up our relationship with Oskol Electrometallurgical Kombinat ("OEMK").
In addition, the 1996 financial results benefited from revenue derived from trading transactions, which were not repeated in 1997. These included:
l income derived from the co-ordination of financial packages to a CIS oil refinery which generated profits of £2.6 million in 1996;
l income from aluminium trading which generated profits of £1.2 million in 1996. The trading in this metal has now ceased due to the difficult market conditions; and
l profit of £0.6 million from the disposal of half of the Group's stake in Riceman Insurance Investments plc.
Strategy The Russian economy has been in a difficult state of transition in 1997 and 1998 and this has had an adverse affect on Middlesex's businesses. The Board has undertaken a major strategic review of all the Group's operations and decided that the steel and financial services businesses represent the Group's best opportunity to develop a sustainable and enhanceable profitable income stream.
As a consequence of this strategic review, the Board has agreed to dispose of the Group's agribusiness. An Extraordinary General Meeting will be held in due course to approve the disposal |
1 | 60029893_2 | 60029893 | due, in part, to building up our relationship with Oskol Electrometallurgical Kombinat ("OEMK").
In addition, the 1996 financial results benefited from revenue derived from trading transactions, which were not repeated in 1997. These included:
l income derived from the co-ordination of financial packages to a CIS oil refinery which generated profits of £2.6 million in 1996;
l income from aluminium trading which generated profits of £1.2 million in 1996. The trading in this metal has now ceased due to the difficult market conditions; and
l profit of £0.6 million from the disposal of half of the Group's stake in Riceman Insurance Investments plc.
Strategy The Russian economy has been in a difficult state of transition in 1997 and 1998 and this has had an adverse affect on Middlesex's businesses. The Board has undertaken a major strategic review of all the Group's operations and decided that the steel and financial services businesses represent the Group's best opportunity to develop a sustainable and enhanceable profitable income stream.
As a consequence of this strategic review, the Board has agreed to dispose of the Group's agribusiness. An Extraordinary General Meeting will be held in due course to approve the disposal of the Group's entire interest in Agrifarm International Limited to the Group's former Chief Executive, Masoud Alikhani. Since the Group acquired its interest in Agrifarm in 1995 it has continued to incur losses and require additional funding. Furthermore it has occupied a considerable amount of management time. The Board is determined to divest itself of other non-core interests and further announcements can be expected in the future.
On 20 October 1997 the Group announced the intended equity subscription of up to US$25 million by RAO Gazprom. On 9 March 1998 both companies confirmed their intentions to proceed with the subscription for new Middlesex ordinary shares once global financial conditions improve.
Steel The Group is now a significant shareholder in the world-class, highly automated Russian steel mill, OEMK with a 14.5 per cent. equity stake held by Revenant Limited, a 60 per cent. owned subsidiary. The Group has negotiated a Shareholders' Agreement with other members of a consortium holding OEMK
shares to formalise the decision making process in relationship to OEMK and negotiate the terms of a share swap plan. The share swap plan would provide a mechanism through which new shares in Middlesex would be issued in exchange for shares in OEMK held by other |
1 | 60029893_3 | 60029893 | of the Group's entire interest in Agrifarm International Limited to the Group's former Chief Executive, Masoud Alikhani. Since the Group acquired its interest in Agrifarm in 1995 it has continued to incur losses and require additional funding. Furthermore it has occupied a considerable amount of management time. The Board is determined to divest itself of other non-core interests and further announcements can be expected in the future.
On 20 October 1997 the Group announced the intended equity subscription of up to US$25 million by RAO Gazprom. On 9 March 1998 both companies confirmed their intentions to proceed with the subscription for new Middlesex ordinary shares once global financial conditions improve.
Steel The Group is now a significant shareholder in the world-class, highly automated Russian steel mill, OEMK with a 14.5 per cent. equity stake held by Revenant Limited, a 60 per cent. owned subsidiary. The Group has negotiated a Shareholders' Agreement with other members of a consortium holding OEMK
shares to formalise the decision making process in relationship to OEMK and negotiate the terms of a share swap plan. The share swap plan would provide a mechanism through which new shares in Middlesex would be issued in exchange for shares in OEMK held by other consortium members, in order that Middlesex's shareholding in OEMK would exceed 50 per cent. This would be subject to the negotiation of satisfactory terms and shareholder and regulatory approval. In addition we have entered into a new Steel Trading Agreement with OEMK for an initial term of five years. Thereafter both parties will negotiate to renew the agreement for a further three years. This new arrangement will provide the Company with a reliable earnings stream.
Financial services The Group continues to provide financial services to a number of important Russian companies. In June 1998 the Company was appointed as lead adviser to the Government of Kyrgystan. We have continued to provide financial services to Interfin who with OEMK have recently acquired a combined 41 per cent. equity stake in the iron ore mine Lebedinsky GOK which supplies OEMK through a 26 km pipeline. Lebedinsky GOK is one of the largest iron ore mines in the world.
At present, Interfin and OEMK are bidding for control of Lebedinsky GOK as is Rossisky Kredit (a Russian bank which holds approximately 46 per cent. of the shares of Lebedinsky GOK). On 2 June 1998, Canadina Holdings Limited, a Cypriot registered company made an offer to acquire 50 per cent |
1 | 60029893_b0 | 60029893 | resolution (as varied from time to time by the Company in general meeting) as if Section 89(1) of the Act did not apply to any such allotment provided that such power shall be limited:
(i) to the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity security is respectively attributable to the interest of all such holders proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions as the Directors may consider appropriate to deal with fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised regulatory body in any territory or otherwise; and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of £100,000;
and shall expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company to be held in 1999 or the date falling 15 months from the date of passing of this Resolution unless renewed or extended prior to or at such meeting except that the Company may before the expiry of any power contained in this Resolution make an offer oragreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
By Order of the Board.
J P Gorman, FCA Secretary Fifth Floor 100 Avenue Road London NW3 3HF 10 July 1998
Note:
(i) A member of the Company who is entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her place. A proxy need not be a member of the Company. Deposit of a form of proxy will not prevent a member from attending and voting should he/she so wish.
(ii)
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
office of the Registrars, IRG plc, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU not
later than forty-eight hours before the time of the Meeting. A form of proxy is enclosed.
|
1 | 60029893_b1 | 60029893 | elect M A Winer as a Director.
4. To re-appoint Deloitte & Touche as auditors and to authorise the Directors to agree their remuneration.
Special business 5. That:
the Directors be and they are hereby generally and unconditionally authorised pursuant to Section 80 of the Companies Act 1985 (the "Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of the said Section 80) up to an aggregate nominal amount of £773,984.42 provided that this authority shall expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company to be held in 1999 or the date falling 15 months from the date of passing of this Resolution, except that the Company may before the expiry of such period make an offer or arrangement which would or might require relevant securities to be allotted after the expiry of such period and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority had not expired.
6. That:
the Directors be and they are hereby empowered pursuant to Section 95 of the Act, to allot equity securities (as defined in Section 94 of the Act) pursuant to the authority conferred upon them by the preceding resolution (as varied from time to time by the Company in general meeting) as if Section 89(1) of the Act did not apply to any such allotment provided that such power shall be limited:
(i) to the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity security is respectively attributable to the interest of all such holders proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions as the Directors may consider appropriate to deal with fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised regulatory body in any territory or otherwise; and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of £100,000;
and shall expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company to be held in 1999 or the date falling 15 months from the date of passing of this Resolution unless renewed or extended prior to or at such meeting except that the Company may before the expiry of any power contained in this Resolution make an offer |
1 | 60030001_0 | 60030001 | GB RAILWAYS GROUP PLC ANNUAL REPORT 1998
PROOF 6: 17.6.98
CONTENTS
Highlights
1
Chairman's Statement and
Review of Operations
2
Directors and
Senior Management
6
Company Information
8
Report of the Directors
9
Report of the Auditors
12
Consolidated
Profit and Loss Account
13
Consolidated Balance Sheet
14
Company Balance Sheet
15
Cash Flow Statement
16
Notes to the Accounts
17
Railways Group Plc
GB Railways Group Plc has interests in passenger railway businesses in Britain and Australia.
Anglia Railways Train Services Limited is a wholly owned subsidiary of GB Railways. It holds a franchise to operate passenger train services in eastern England, including the mainline route from London to Norwich and various local services in East Anglia.
Great Southern Railway Limited operates three long distance train services in Australia, the Ghan, the Indian Pacific, and the Overland. GB Railways Group Plc has a significant minority interest and a five year contract to provide certain management services.
Financial Highlights
Turnover Profit Before Tax Profit After Tax Equity Earnings per share Dividend cover Shares in issue (weighted average) Shares Listing
Eighteen months to 31 March 1998
Twelve months to 31 March 1998
£109.2m £3.6m
£88.6m £3.2m
£2.5m £8.3m
£2.2m £8.3m
33.4p 5.7
25.7p 5.1
7,502,370
8,750,000
The Alternative Investment Market of The London Stock Exchange
GB RAILWAYS GROUP PLC 1
CHAIRMAN'S STATEMENT AND REVIEW OF OPERATIONS
Chairman: Allen Sheppard
I am pleased to present the first results for GB Railways Group Plc. The Group was awarded the Anglia Franchise in Britain and gained admission for its shares on the London Alternative Investment Market in January 1997. Later that year we also acquired an interest in operating long distance trains in Australia as part of Great Southern Railway.
GB Railways and its associated companies |
1 | 60030001_1 | 60030001 | to provide certain management services.
Financial Highlights
Turnover Profit Before Tax Profit After Tax Equity Earnings per share Dividend cover Shares in issue (weighted average) Shares Listing
Eighteen months to 31 March 1998
Twelve months to 31 March 1998
£109.2m £3.6m
£88.6m £3.2m
£2.5m £8.3m
£2.2m £8.3m
33.4p 5.7
25.7p 5.1
7,502,370
8,750,000
The Alternative Investment Market of The London Stock Exchange
GB RAILWAYS GROUP PLC 1
CHAIRMAN'S STATEMENT AND REVIEW OF OPERATIONS
Chairman: Allen Sheppard
I am pleased to present the first results for GB Railways Group Plc. The Group was awarded the Anglia Franchise in Britain and gained admission for its shares on the London Alternative Investment Market in January 1997. Later that year we also acquired an interest in operating long distance trains in Australia as part of Great Southern Railway.
GB Railways and its associated companies now carry more than 5 million passengers per annum. Revenues for the year ended 31 March 1998 were £88.6m with profit before tax amounting to £3.2m. Earnings per share for the year were 25.7p and the Directors are recommending the payment of a net dividend of 5p per share. These results have exceeded the expectations at the time of flotation.
"In Anglia we acquired a well managed train operating company with a history of innovation and commitment to passenger service."
dedicated staff who are committed to continual improvement.
Anglia Railways In Anglia we acquired a well managed train operating company with a history of innovation and commitment to passenger service. Anglia is the only train operating company to have won two Charter Mark Awards for improvements to customer service. It was the first railway to be awarded a Cycle Mark Award being unique amongst train operating companies in having fitted bicycle racks on all its local trains. We are pleased to have inherited a professional and
Working with the Anglia team our plans for developing the franchise are now taking shape.
We have entered into a contract with Porterbrook Leasing Company Ltd for a new fleet of Diesel Multiple Unit trains. Benefiting from a common design |
1 | 60030001_2 | 60030001 | now carry more than 5 million passengers per annum. Revenues for the year ended 31 March 1998 were £88.6m with profit before tax amounting to £3.2m. Earnings per share for the year were 25.7p and the Directors are recommending the payment of a net dividend of 5p per share. These results have exceeded the expectations at the time of flotation.
"In Anglia we acquired a well managed train operating company with a history of innovation and commitment to passenger service."
dedicated staff who are committed to continual improvement.
Anglia Railways In Anglia we acquired a well managed train operating company with a history of innovation and commitment to passenger service. Anglia is the only train operating company to have won two Charter Mark Awards for improvements to customer service. It was the first railway to be awarded a Cycle Mark Award being unique amongst train operating companies in having fitted bicycle racks on all its local trains. We are pleased to have inherited a professional and
Working with the Anglia team our plans for developing the franchise are now taking shape.
We have entered into a contract with Porterbrook Leasing Company Ltd for a new fleet of Diesel Multiple Unit trains. Benefiting from a common design which has been developed for several other operators, the Anglia trains will have additional amenities including a buffet/bar and an enhanced First Class area. Porterbrook will provide the new
2 GB RAILWAYS GROUP PLC
"We have already introduced a half hourly service between London and Ipswich using hired trains."
Key Statistics
Anglia Railways
For the year ended 31 March 1998
Passenger Revenues Passenger Journeys Passenger Vehicles Locomotives Restaurants and Buffet Vehicles Passenger Train Miles Employees Staffed stations Route Miles Operated
All figures are approximate
£47 million 6 million 130 13 11
355 million 645 8 348
Sheringham Cromer
Norwich
Great Yarmouth
Peterborough
Diss
Ely
Bury St. Edmunds
Lowestoft
Cambridge Stansted
Stowmarket Ipswich
Manningtree
Felixstowe
Harwich Port
Colchester
London Liverpool Street
With diesel traction, we have the option for the new trains to operate through services between London and towns off the mainline, including Bury St Edmunds, Lowestoft, and |
1 | 60030001_3 | 60030001 | which has been developed for several other operators, the Anglia trains will have additional amenities including a buffet/bar and an enhanced First Class area. Porterbrook will provide the new
2 GB RAILWAYS GROUP PLC
"We have already introduced a half hourly service between London and Ipswich using hired trains."
Key Statistics
Anglia Railways
For the year ended 31 March 1998
Passenger Revenues Passenger Journeys Passenger Vehicles Locomotives Restaurants and Buffet Vehicles Passenger Train Miles Employees Staffed stations Route Miles Operated
All figures are approximate
£47 million 6 million 130 13 11
355 million 645 8 348
Sheringham Cromer
Norwich
Great Yarmouth
Peterborough
Diss
Ely
Bury St. Edmunds
Lowestoft
Cambridge Stansted
Stowmarket Ipswich
Manningtree
Felixstowe
Harwich Port
Colchester
London Liverpool Street
With diesel traction, we have the option for the new trains to operate through services between London and towns off the mainline, including Bury St Edmunds, Lowestoft, and Great Yarmouth. We anticipate revenue growth from both the increased frequency and the wider range of destinations with direct services to London.
Anglia's fleet of existing mainline trains is now undergoing an £8m refurbishment. The first set is back in service, with a "like new" interior. The exterior is painted in Anglia livery. Train service enhancements will continue building on pioneering initiatives such as the introduction of portable ramps on local trains, to give better access for those with disabilities.
Railtrack is completing a £150m resignalling of the mainline between
trains under an innovative "no train, no pay" contract. Delivery is planned for early 1999 with introduction into service shortly thereafter.
The new trains will be used to increase the off peak service frequency on the London-Norwich mainline to half-hourly. As a first step, we have already introduced a half-hourly service between London and Ipswich using hired trains.
GB RAILWAYS GROUP PLC 3
CHAIRMAN'S STATEMENT AND REVIEW OF OPERATIONS
Continued
"Reflecting both the buoyant economy and a range of commercial innovations, we have seen passenger volumes grow by 10% over the last |
1 | 60030001_b0 | 60030001 | ordinary shares of £1 each in Anglia Railways Train Services Limited for cash on 6 January 1997.
The results for Anglia Railways Train Services Limited from the beginning of its financial year (1 April 1996) to the effective date of acquisition (5 January 1997), and for the preceding financial period, are summarised below:
Turnover
39 weeks ended 5 January 1997
£'000 68,409
Year ended 31 March 1996
£'000 56,669
Operating profit
4,170
716
Net interest receivable
308
124
Profit on ordinary activities before and after taxation
4,478
837
(iii) GB Railways Australia Pty Limited was acquired on 25 July 1997. At the date of acquisition GB Railways Australia Pty Limited had been dormant since its incorporation in Australia.
GB RAILWAYS GROUP PLC 27
NOTES TO THE ACCOUNTS
Continued
23 Reconciliation of operating profit to net cash inflow from operating activities
Operating profit Depreciation charges Loss on exchange Decrease in stocks Decrease in debtors Increase in creditors
Net cash inflow from operating activities
£'000 2,738
79 113
96 1,130 4,673
8,829
24 Reconciliation of net cash flow to movement in net funds
Increase in cash in the period Cash outflow from increase in liquid resources Bonded cash acquired with subsidiary undertaking
Movement in net funds and at 31 March 1998
£'000 12,071
2,705 3,100
17,876
25 Analysis of changes in net funds
Cash at bank and in hand Bonded cash Net funds
Cash flows £'000 12,071 2,705
14,776
Acquisition (excluding cash)
£'000 -
3,100
3,100
At 31 March 1998
£'000 12,071
5,805
17,876
26 Related party transactions
During the period the Company charged Great Southern Railway Limited £154,000 of expenses in accordance with agreements between the Group and GSR. These agreements were negotiated on an arms length basis. Included within other debtors is an amount due from GSR to the Company of £67,000.
28 GB RAILWAYS GROUP PLC
|
1 | 60030001_b1 | 60030001 | 154)
The results for GB Railways Limited from the beginning of its financial year (1 March 1996) to the effective date of
acquisition, and for the preceding period are summarised below:
Period ended
Year ended
2 December 1996 29 February 1996
£'000
£'000
Turnover
-
-
Operating loss and loss on ordinary activities after taxation
22
119
26 GB RAILWAYS GROUP PLC
22 Purchase of subsidiary undertakings (continued)
(ii) Anglia Railways Train Services Limited was acquired on 5 January 1997. The fair value of the net assets acquired, consideration and goodwill arising on acquisition are as follows:
Tangible fixed assets Stock Debtors Cash Bonded cash
Book and fair value to the Group
£'000 484 507
6,188 1,214 3,100
Total assets Creditors
11,493 (11,493)
Net assets acquired
-
The Company was acquired from the British Railways Board for £1.
GB Railways Group Plc subsequently subscribed for 3,250,000 new ordinary shares of £1 each in Anglia Railways Train Services Limited for cash on 6 January 1997.
The results for Anglia Railways Train Services Limited from the beginning of its financial year (1 April 1996) to the effective date of acquisition (5 January 1997), and for the preceding financial period, are summarised below:
Turnover
39 weeks ended 5 January 1997
£'000 68,409
Year ended 31 March 1996
£'000 56,669
Operating profit
4,170
716
Net interest receivable
308
124
Profit on ordinary activities before and after taxation
4,478
837
(iii) GB Railways Australia Pty Limited was acquired on 25 July 1997. At the date of acquisition GB Railways Australia Pty Limited had been dormant since its incorporation in Australia.
GB RAILWAYS GROUP PLC 27
NOTES TO THE ACCOUNTS
Continued
23 Reconciliation of operating profit to net cash inflow from operating activities
Operating profit Depreciation charges Loss on exchange Decrease in stocks Decrease in debtors Increase in creditors
Net cash inflow from operating activities |
1 | 60031895_0 | 60031895 | J. & J. DYSON P.L.C.
REPORT AND FINANCIAL STATEMENTS 1998
CONTENTS
Directors and Advisers Subsidiary Undertakings Chairman's Statement Group Chief Executive's Report Report of the Directors Report of the Remuneration Committee Corporate Governance Directors' Responsibilities Reports of the Auditors Consolidated Profit and Loss Account Balance Sheets Consolidated Cash Flow Statement Notes to the Financial Statements Five Year Financial Summary Notice of Annual General Meeting
Page 2 3 4
5-8 9-11 12-13
14 14 15 16 17 18 19-32 33 34-35
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., M.Phil., Non-Executive 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
2
J. & J. DYSON P.L.C.
SUBSIDIARY UNDERTAKINGS
PRINCIPAL SUBSIDIARY UNDERTAKINGS & ACTIVITIES
Dyson Industries Ltd. Refractories for the iron and |
1 | 60031895_1 | 60031895 | 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
2
J. & J. DYSON P.L.C.
SUBSIDIARY UNDERTAKINGS
PRINCIPAL SUBSIDIARY UNDERTAKINGS & ACTIVITIES
Dyson Industries Ltd. Refractories for the iron and steel, glass, cement and pottery industries, and domestic ceramics.
Dytech Corporation Ltd. Catalysts for the refining, petrochemical and gas processing industries.
The Builders Centre (Sheffield) Ltd. Builders merchanting.
Dyson Hotwork Ltd. Thermal process engineering.
Sandygate Motor Services Ltd. Motor vehicles, petrol and service station.
OTHER SUBSIDIARY UNDERTAKINGS
ANKERTRAIL LTD. BEEPART LTD. CAMPBELL & CO. (ROUGHCASTLE) LTD. CERAMIC HOLDINGS LTD. DIAMOND REFRACTORIES LTD. D. DUDDELL LTD. DYTECH INDUSTRIES INC. HI-POR CERAMICS LTD. HOTWORK DEVELOPMENT LTD. HOTWORK HOLDINGS LTD. HOTWORK INTERNATIONAL LTD. IMCO (0197) LTD. INTELPROP LTD. JAMES DOUGALL & SONS LTD. JOHN KNOWLES & CO. (WOODEN BOX) LTD. PICKFORD, HOLLAND & CO. LTD. PRICE-PEARSON HOLDINGS LTD. PRICE- |
1 | 60031895_2 | 60031895 | steel, glass, cement and pottery industries, and domestic ceramics.
Dytech Corporation Ltd. Catalysts for the refining, petrochemical and gas processing industries.
The Builders Centre (Sheffield) Ltd. Builders merchanting.
Dyson Hotwork Ltd. Thermal process engineering.
Sandygate Motor Services Ltd. Motor vehicles, petrol and service station.
OTHER SUBSIDIARY UNDERTAKINGS
ANKERTRAIL LTD. BEEPART LTD. CAMPBELL & CO. (ROUGHCASTLE) LTD. CERAMIC HOLDINGS LTD. DIAMOND REFRACTORIES LTD. D. DUDDELL LTD. DYTECH INDUSTRIES INC. HI-POR CERAMICS LTD. HOTWORK DEVELOPMENT LTD. HOTWORK HOLDINGS LTD. HOTWORK INTERNATIONAL LTD. IMCO (0197) LTD. INTELPROP LTD. JAMES DOUGALL & SONS LTD. JOHN KNOWLES & CO. (WOODEN BOX) LTD. PICKFORD, HOLLAND & CO. LTD. PRICE-PEARSON HOLDINGS LTD. PRICE-PEARSON REFRACTORIES LTD. P. T. DYSON ZEDMARK INDONESIA LTD. RESOURCE INTERNATIONAL LTD. THE WHITRIGG FIRECLAY CO. LTD. WATERMEET LTD. ZEDTEC COMBUSTION SYSTEMS INC.
All subsidiary undertakings are incorporated and operate in Great Britain, with the exception of Dytech Industries Inc. and Zedtec Combustion Systems Inc., which are incorporated and operate in the United States of America, and P. T. Dyson Zedmark Indonesia Ltd., which is incorporated and operates in Indonesia.
All the above subsidiary undertakings are wholly owned except Resource International Ltd., in which the Group has a 50% interest, and P.T. Dyson Zedmark Indonesia Ltd, in which the Group has a 51% interest.
The financial year end of P. T. Dyson Zedmark Indonesia Ltd. is 31st December, as required by local law.
3
J. & J. DYSON P.L.C.
CHAIRMAN'S STATEMENT
Richard Field
In what cannot be regarded as an ideal economic climate for manufacturing, I am particularly pleased to report |
1 | 60031895_3 | 60031895 | PEARSON REFRACTORIES LTD. P. T. DYSON ZEDMARK INDONESIA LTD. RESOURCE INTERNATIONAL LTD. THE WHITRIGG FIRECLAY CO. LTD. WATERMEET LTD. ZEDTEC COMBUSTION SYSTEMS INC.
All subsidiary undertakings are incorporated and operate in Great Britain, with the exception of Dytech Industries Inc. and Zedtec Combustion Systems Inc., which are incorporated and operate in the United States of America, and P. T. Dyson Zedmark Indonesia Ltd., which is incorporated and operates in Indonesia.
All the above subsidiary undertakings are wholly owned except Resource International Ltd., in which the Group has a 50% interest, and P.T. Dyson Zedmark Indonesia Ltd, in which the Group has a 51% interest.
The financial year end of P. T. Dyson Zedmark Indonesia Ltd. is 31st December, as required by local law.
3
J. & J. DYSON P.L.C.
CHAIRMAN'S STATEMENT
Richard Field
In what cannot be regarded as an ideal economic climate for manufacturing, I am particularly pleased to report another period of improved results performance for your Group in the year ended 31st March 1998, which show a profit before tax of £3,857,191 (1997: £3,560,802), including an exceptional item of income amounting to £330,000, in respect of an insurance fire damage claim. Your Directors again recommend an increased final dividend for the year of 4.04 pence per share (1997: 3.75p), making a total for the year of 6.04 pence per share (1997: 5.75p).
This result depends upon the continued enthusiasm and commitment of our people, particularly in those areas of our activities which have had a difficult time as a result of the strength of sterling, for it is all too easy for such problems to completely undermine, rather than support, those of our pursuits enjoying more buoyant conditions. It is to all of our people, therefore, that I offer my thanks and congratulations for another year of advancement, and my confirmation that your Directors have again allocated £125,000 to our Employee Profits Sharing Scheme.
Although our performance this year has been achieved against a difficult trading background, which has required our very close attention, nevertheless, as you will read in the Group Chief Executive |
1 | 60031895_b0 | 60031895 | to attend and on a poll to vote instead of him. A proxy need not be a member of the company. A white form of proxy for use by the holders of Ordinary shares and a red form for use by the holders of 6 per cent Cumulative Preference Shares in connection with the Annual General Meeting convened by the above notice are enclosed with this notice.
3. 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 381 Fulwood Road, Sheffield S10 3GB not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
4. The completion and return of a form of proxy will not prevent a member from attending and voting in person at the meeting if desired.
5. 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.
6. To be entitled to attend and vote at the meeting (and for the purpose of determination of the number of votes they may cast), members must be entered on the register of members at the close of business on 26th August 1998. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote at the adjourned meeting. If the meeting is adjourned for a longer period, members must be entered on the register at a time which is 48 hours before the adjourned meeting or if the company gives notice of the adjourned meeting, at a time specified in that notice.
35
J. & J. DYSON P.L.C.
The new head-office of Dytech Corporation Ltd.
Our new thermal process engineering subsidiary, Dyson Hotwork Ltd. 36
Printed by J. W. Northend Ltd., Clyde Road, Sheffield S8 0TZ
|
1 | 60031895_b1 | 60031895 | to an aggregate nominal amount equal to £172,400
such power to expire at the earlier of fifteen months after the date of passing this resolution or the conclusion of the next Annual General Meeting of the company but so that this power shall enable the company to make offers or agreements which would or might require equity securities to be allotted after the expiry of this power;
(c) words and expressions defined in or for the purposes of Part IV of the Act shall bear the same meanings in this resolution.
By Order of the Board RICHARD PATRICK McQUINN LL.B.(Hons.), A.C.I.S. Secretary 31st July 1998
Registered Office: 381 Fulwood Road
Sheffield S10 3GB
Notes
1. Only the holders of Ordinary shares of 25p and 6 per cent Cumulative Preference Shares of £1 are entitled to attend or vote in person or by proxy at the Annual General Meeting convened by the above notice. The holders of Non-voting `A' Ordinary shares are not entitled to receive notice of or to attend and vote at the meeting.
2. 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. A white form of proxy for use by the holders of Ordinary shares and a red form for use by the holders of 6 per cent Cumulative Preference Shares in connection with the Annual General Meeting convened by the above notice are enclosed with this notice.
3. 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 381 Fulwood Road, Sheffield S10 3GB not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
4. The completion and return of a form of proxy will not prevent a member from attending and voting in person at the meeting if desired.
5. 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 |
1 | 60032630_0 | 60032630 | Annual report and accounts 1998
Bespak plc
Front cover: Part of Bespak's tooling for the new range of valves for HFA propellants
1 Highlights of the year 2 Financial highlights 3 Chairman's statement 4 Group profile 5 Bespak's strategy 6 Chief Executive's review 12 Financial review 14 Board of directors 15 Directors' report 18 Report of the Remuneration
and Nomination Committee 23 Corporate governance 24 Statement of directors'
responsibilities in respect of the accounts 25 Reports of the Auditors 26 Consolidated profit and loss account 27 Consolidated balance sheet 28 Consolidated cash flow statement 29 Statement of total recognised gains and losses 29 Reconciliation of movements in equity shareholders' funds 30 Company balance sheet 31 Notes to the accounts 49 Notice of Annual General Meeting 51 Five year summary 51 Financial calendar 52 Board of directors and principal advisers
1 Bespak plc
Highlights of the year
A year of strong performance in drug delivery and medical devices, Bespak is well-positioned for growth serving its major customers in the global healthcare industry
s Strong financial performance record turnover and profit s Continuing growth in drug delivery and recovery in medical devices s Excellent cash generation s £19 million capital investment primarily to support drug delivery
device programmes s Good prospects for new product pipeline in drug delivery to
be supported by major investment programme in UK and USA s Emerging growth opportunities in supplying major US medical
device companies s Final dividend increased by 12% to 8.6 pence, making 13.7 pence
for the year (1997 12.3 pence)
2 Bespak plc
Financial highlights
Turnover (£m) 66.8 76.2 77.7 86.1
Profit before tax (£m)
(before exceptional items) 5.5
8.7 11.0 13.8
Earnings per share (p)
(before exceptional items) 14.4
22.9 29.5 39.7
Dividends per share (p) 10.2 11.0 12.3 13.7
95 96 97 98
95 96 97 98
95 96 97 98
95 96 97 98
Turnover Profit before tax Earnings per share Net funds Dividends per share
1998 £86.1m £13.8m
39.7p £5.2m 13.7p
1997 £77.7m £ |
1 | 60032630_1 | 60032630 | drug delivery
device programmes s Good prospects for new product pipeline in drug delivery to
be supported by major investment programme in UK and USA s Emerging growth opportunities in supplying major US medical
device companies s Final dividend increased by 12% to 8.6 pence, making 13.7 pence
for the year (1997 12.3 pence)
2 Bespak plc
Financial highlights
Turnover (£m) 66.8 76.2 77.7 86.1
Profit before tax (£m)
(before exceptional items) 5.5
8.7 11.0 13.8
Earnings per share (p)
(before exceptional items) 14.4
22.9 29.5 39.7
Dividends per share (p) 10.2 11.0 12.3 13.7
95 96 97 98
95 96 97 98
95 96 97 98
95 96 97 98
Turnover Profit before tax Earnings per share Net funds Dividends per share
1998 £86.1m £13.8m
39.7p £5.2m 13.7p
1997 £77.7m £11.0m
29.5p £6.3m 12.3p
up 11% up 25% up 35%
up 11%
3 Bespak plc
Chairman's statement
The 1998 financial year has been one of further progress for Bespak plc. I am pleased to report that the Group has achieved record financial performance and our future prospects for growth are good in the global pharmaceutical and medical device markets we serve.
Earnings per share increased by 35% to 39.7 pence, reflecting strong growth in our drug delivery business in the UK and the continuing progress at Tenax, our company serving the medical device industry in the USA. During the year, the Group commenced a significant investment programme to put in place world class facilities for the production of the next generation of drug delivery devices. These devices are expected to provide the impetus for the growth of the Group in the medium term. Your Board is recommending that the final dividend is increased by 12% to 8.6 pence, making a total for the year of 13.7 pence (1997 12.3 pence).
As we look forward, we believe that Bespak is well positioned in its key markets. In drug delivery |
1 | 60032630_2 | 60032630 | 11.0m
29.5p £6.3m 12.3p
up 11% up 25% up 35%
up 11%
3 Bespak plc
Chairman's statement
The 1998 financial year has been one of further progress for Bespak plc. I am pleased to report that the Group has achieved record financial performance and our future prospects for growth are good in the global pharmaceutical and medical device markets we serve.
Earnings per share increased by 35% to 39.7 pence, reflecting strong growth in our drug delivery business in the UK and the continuing progress at Tenax, our company serving the medical device industry in the USA. During the year, the Group commenced a significant investment programme to put in place world class facilities for the production of the next generation of drug delivery devices. These devices are expected to provide the impetus for the growth of the Group in the medium term. Your Board is recommending that the final dividend is increased by 12% to 8.6 pence, making a total for the year of 13.7 pence (1997 12.3 pence).
As we look forward, we believe that Bespak is well positioned in its key markets. In drug delivery, Bespak's primary business is in respiratory therapy, where the Group is the leading supplier of inhalation devices to the pharmaceutical industry. In the medium-term the Group will begin the transition of its metered-dose inhaler valves for use with new propellants and aims to take full advantage of the opportunities for growth from the emerging dry powder inhaler market. Over the next two years, we foresee a continuing high level of investment to support the launch and capacity expansion of products in these key market sectors. At the same time, our pharmaceutical industry customers are increasingly viewing drug delivery technologies as a means of improving the performance of their drugs. Bespak is now investing more significantly in developing its pipeline of future products to take advantage of our customers' requirements for these technologies.
In the medical devices market, our expectations are that continuing growth will be accompanied by
further consolidation of the industry. This will inevitably lead to increasing demands upon suppliers. Tenax is now demonstrating that it has the capabilities to satisfy the requirements of its customers in these more demanding market conditions.
Fundamental to the improvements in performance over the past three years has been the upgrading of the capabilities of the Bespak organisation at all levels. This has been achieved by a substantial strengthening of |
1 | 60032630_3 | 60032630 | , Bespak's primary business is in respiratory therapy, where the Group is the leading supplier of inhalation devices to the pharmaceutical industry. In the medium-term the Group will begin the transition of its metered-dose inhaler valves for use with new propellants and aims to take full advantage of the opportunities for growth from the emerging dry powder inhaler market. Over the next two years, we foresee a continuing high level of investment to support the launch and capacity expansion of products in these key market sectors. At the same time, our pharmaceutical industry customers are increasingly viewing drug delivery technologies as a means of improving the performance of their drugs. Bespak is now investing more significantly in developing its pipeline of future products to take advantage of our customers' requirements for these technologies.
In the medical devices market, our expectations are that continuing growth will be accompanied by
further consolidation of the industry. This will inevitably lead to increasing demands upon suppliers. Tenax is now demonstrating that it has the capabilities to satisfy the requirements of its customers in these more demanding market conditions.
Fundamental to the improvements in performance over the past three years has been the upgrading of the capabilities of the Bespak organisation at all levels. This has been achieved by a substantial strengthening of management both through recruitment and internal development. Our approach continues to be to focus on meeting the requirements of our customers and improving the Group's ability to do so through training and development of our skills.
I would like to take this opportunity to thank every employee of Bespak for their substantial contribution to the performance of our Group during the past year. As our industry changes, so will the demands upon our people. We believe that our organisation has the capability to meet the needs of these changing markets, which will enable our Group to thrive in the future.
The forthcoming year will be one of continuing change for Bespak, as the Group completes a number of product development programmes and installs the capacity to support future growth. We are confident that this will enable Bespak to take full advantage of the significant opportunities available in its growing markets.
Sir David Cooksey Chairman
4 Bespak plc
Group profile
Bespak is a group of companies serving customers primarily in the global healthcare industry. We supply drug delivery devices to the pharmaceutical industry and devices and assemblies to the medical device industry. By providing exceptional levels of service to our customers, we aim to achieve consistent, superior performance for our shareholders.
Drug delivery Bespak is the |
1 | 60032630_b0 | 60032630 | 11 September 1998 6 October 1998
1998/99
Year end:
30 April 1999
Announcement of half year results January 1999
Interim report
January 1999
Payment of interim dividend
February 1999
52 Bespak plc
Board of directors and principal advisers
Board of directors Sir David Cooksey (non-executive Chairman) P A Chambré (Chief Executive) R G Barr R J Preece M A Talbot D J L Fitzwilliams (non-executive) R Mann (non-executive) A A Schumann (non-executive)
Secretary A L Scott
Registered office 4 Stanhope Gate London W1Y 5LA Telephone 0171 518 7900 Facsimile 0171 518 7905
Registered number 406711 England
Auditors PricewaterhouseCoopers
Principal bankers UK Barclays Bank PLC
National Westminster Bank Plc USA Branch Banking & Trust Company
Merchant bankers J Henry Schroder & Co. Limited
Stockbrokers Credit Suisse First Boston de Zoete & Bevan Limited
Solicitors Herbert Smith
Registrars IRG plc Bourne House 34 Beckenham Road Beckenham Kent BR3 4TU Telephone 0181 639 2406 Facsimile 0181 639 2423
Designed and produced by Tatham Pearce Ltd Printed in England by Royle Print Ltd
The Bespak Group
Bespak plc 4 Stanhope Gate London W1Y 5LA, UK Telephone 0171 518 7900 Facsimile 0171 518 7905
Bespak Europe Bergen Way King's Lynn Norfolk PE30 2JJ, UK Telephone 01553 691000 Facsimile 01553 693728
Blackhill Drive Featherstone Road Wolverton Mill South Milton Keynes Bucks MK12 5TB, UK Telephone 01908 552600 Facsimile 01908 552613
Bespak, Inc. PO Box 5033 Cary North Carolina 27512, USA Telephone 919 387 0112 Facsimile 919 387 0116
124 Franklin Park Avenue Youngsville North Carolina 27596-9400, USA Telephone 919 556 7070 Facsimile 919 556 5920
Tenax 4 Old Newtown Road Danbury Connecticut 06810, USA Telephone 203 792 8400 Facsimile 203 744 6817
|
1 | 60032630_b1 | 60032630 | ,497)
7,448 (3,114)
15,965 (2,778)
(15,897) (2,576)
Retained profit/(loss) for the year
6,593
4,334
13,187 (18,473)
Earnings per share (pre-exceptional)
39.7p
Earnings/(loss) per share (post-exceptional) 39.7p
29.5p 29.5p
22.9p 63.2p
14.4p (62.9p)
The financial information has been extracted from the audited accounts for 1994 to 1998 inclusive.
1994 £000
64,862 (57,550)
7,312
7,312 (217)
7,095 (2,294)
4,801 (2,576)
2,225
19.0p 19.0p
Financial calendar
1997/98 Year end: Ex-dividend date Record date Annual General Meeting Payment of final dividend
1 May 1998 13 July 1998 17 July 1998 11 September 1998 6 October 1998
1998/99
Year end:
30 April 1999
Announcement of half year results January 1999
Interim report
January 1999
Payment of interim dividend
February 1999
52 Bespak plc
Board of directors and principal advisers
Board of directors Sir David Cooksey (non-executive Chairman) P A Chambré (Chief Executive) R G Barr R J Preece M A Talbot D J L Fitzwilliams (non-executive) R Mann (non-executive) A A Schumann (non-executive)
Secretary A L Scott
Registered office 4 Stanhope Gate London W1Y 5LA Telephone 0171 518 7900 Facsimile 0171 518 7905
Registered number 406711 England
Auditors PricewaterhouseCoopers
Principal bankers UK Barclays Bank PLC
National Westminster Bank Plc USA Branch Banking & Trust Company
Merchant bankers J Henry Schroder & Co. Limited
Stockbrokers Credit Suisse First Boston de Zoete & Bevan Limited
Solicitors Herbert Smith
Registrars IRG plc Bourne House 34 Beck |
1 | 60033364_0 | 60033364 | Annual Report
1996/ 97
60 years in lifecare
60 years in lifecare
Contents
For the past sixty years - from 1937 to 1997 - Ambu has been among the innovative market leaders within Lifecare Products.
2 The year at a glance........................... 3 Group structure.............................. 3 Board - Group Management Chief Executives - Auditors..................... 4 Review of operations.......................... 5 Markets..................................... 6 Business areas and products.................... 7 Personnel................................... 8 Shareholders................................. 8 The Ambu share.............................. 8 Prospects for the future........................ 9 Financial review.............................. 10 Accounting policies........................... 12 Profit and loss account......................... 13 Balance sheet............................ |
1 | 60033364_1 | 60033364 | .............................. 8 Shareholders................................. 8 The Ambu share.............................. 8 Prospects for the future........................ 9 Financial review.............................. 10 Accounting policies........................... 12 Profit and loss account......................... 13 Balance sheet................................ 14 Cash flow statement........................... 16 Notes....................................... 17 5-year summary.............................. 22 Endorsement and signatures.................... 23
Annual General Meeting will be held on Monday, 26 January 1998 at 4.30pm at: Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK-2300 Copenhagen S.
Shareholders can obtain admission and voting cards from the company's head office, Sdr. Ringvej 49, DK-2605 Brøndby (phone +45 4363 0111, fax +45 4343 1616) in the period between the release/distribution of the notice convening the AGM and until 21 January 1998 at 4pm.
The |
1 | 60033364_2 | 60033364 | .... 14 Cash flow statement........................... 16 Notes....................................... 17 5-year summary.............................. 22 Endorsement and signatures.................... 23
Annual General Meeting will be held on Monday, 26 January 1998 at 4.30pm at: Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK-2300 Copenhagen S.
Shareholders can obtain admission and voting cards from the company's head office, Sdr. Ringvej 49, DK-2605 Brøndby (phone +45 4363 0111, fax +45 4343 1616) in the period between the release/distribution of the notice convening the AGM and until 21 January 1998 at 4pm.
The dividend for the financial year 1996/97 will be transferred to the registered account with the Danish Securities Centre on 2 February 1998.
, Ambu®, Ambu MultiMan®, Ambu SPUR®, Ambu Life-Key® Ambu CardioPump® and Ambu Perfit ACETM are registered trademarks of Ambu International A/S, Denmark
The Year at a Glance
Group figures (in DKK mio.)
Turnover Profit on primary operations Profit before tax Profit after tax Equity capital Return on equity (%) Profit ratio (%) Fixed asset investments of the year Average no. of employees
94/95
219.5 17.6 24.3 16.7
183.9 9.3 8.0
11.0 311
95/96
207.0 2.3 8.2 5.6
185.3 3.0 1.1
13.3 323
96/97
237.1 9.2
12.9 8.2
191.5 4.4 3.9 6.8 293
Parent company Subsidiaries Distributors
Group structure
Ambu International A/S Denmark Sales, production, R&D
Ambu |
1 | 60033364_3 | 60033364 | dividend for the financial year 1996/97 will be transferred to the registered account with the Danish Securities Centre on 2 February 1998.
, Ambu®, Ambu MultiMan®, Ambu SPUR®, Ambu Life-Key® Ambu CardioPump® and Ambu Perfit ACETM are registered trademarks of Ambu International A/S, Denmark
The Year at a Glance
Group figures (in DKK mio.)
Turnover Profit on primary operations Profit before tax Profit after tax Equity capital Return on equity (%) Profit ratio (%) Fixed asset investments of the year Average no. of employees
94/95
219.5 17.6 24.3 16.7
183.9 9.3 8.0
11.0 311
95/96
207.0 2.3 8.2 5.6
185.3 3.0 1.1
13.3 323
96/97
237.1 9.2
12.9 8.2
191.5 4.4 3.9 6.8 293
Parent company Subsidiaries Distributors
Group structure
Ambu International A/S Denmark Sales, production, R&D
Ambu Inc. USA Sales and production
Ambu France Sarl France Sales
3
Ambu (Deutschland) GmbH Germany Sales
Ambu Medical Ltd. Hong Kong Sales
AB Germa Sweden Sales, production, R&D
Board of Directors Group Management Chief Executives Auditors
Ambu's unique double-walled resuscitator, distinguished by its high quality and user-friendliness, is known worldwide as `The Ambu Bag'.
4 Board of Directors: Asger Aamund (Chairman) Poul Lauritsen Niels-Jørgen Kovstrup Bjørn Ragle Tim Rasmussen, employee representative Jan Friedl, employee representative
Chief Executives in subsidiaries: Frank Homa, Chief Executive, USA
Bruno Malle, Chief Executive, France
Robert Schmid, Chief Executive, Germany
Bengt Sjöberg, Chief Executive, Sweden
President & CEO: Vivi Kjær
Group Management: Ole B. Køhnke, Vice-President R&D Torben Nielsen, Vice-President Production Arne Rasmussen, Chief Financial Manager
Auditors: KPMG C. Jespersen Gro |
1 | 60033364_b0 | 60033364 | the overall adequacy of the presentation in the financial statements.
Our audit has not resulted in any qualifications.
Opinion In our opinion, the financial statements have been prepared in accordance with the accounting provisions of Danish legislation and give a true and fair view of the Group's and the Parent Company's assets and liabilities, financial position and profit/loss for the year.
Copenhagen, 10 December 1997
KPMG C. Jespersen
Grothen & Perregaard INCORPORATED STATEAUTHORIZED PUBLIC ACCOUNTANTS
Wilh. P. Børgesen, J. Skovbæk Johansen Certified Public Accountants
Sv. Ørjan Jensen Certified Public Accountant
Addresses
Denmark Ambu International A/S Sdr. Ringvej 49 Postbox 215 2600 Glostrup Tel.: +45 43 63 01 11 Fax: +45 43 63 26 00 E-mail: ambu@ambu.com www.ambu.com President: Vivi Kjær Sales, production, development
USA Ambu Inc. 611 N. Hammonds Ferry Road Linthicum, MD 21090-1356 Tel.: +1 410 636 1144 Fax: +1 410 636 9969 Manager: Frank Homa Sales, production
France Ambu France Sarl Airspace Rue Gagarine 33185 Le Haillan Tel.: +33 5 57 92 31 50 Fax: +33 5 57 92 31 59 Manager: Bruno Malle Sales company
Germany Ambu (Deutschland) GmbH Strassheimer Strasse 1 61169 Friedberg Tel.: +49 6031 7374-0 Fax: +49 6031 737420 Manager: Robert Schmid Sales company
Hong Kong Ambu Medical Ltd. Room 1512 Workingbond Commercial Center 162, Prince Edward Road West Kowloon Tel.: +852 2 303 1519 Fax: +852 2 333 9278 Manager: Stephen Tai Sales company
Sweden AB Germa Industrigatan 54-.56 29 102 Kristianstad Tel.: +46 44 12 30 30 Fax: +46 44 10 31 79 Manager: Bengt Sjöberg Sales, production, development
Trade Reg. No.: 27120 · Reg. date: Dec 3, 1956 · Reg. Office: the municipality of Brøndby
|
1 | 60033364_b1 | 60033364 | 37
Endorsement and Auditors' Report
Endorsements
Endorsement At a meeting today, the Board and the Chief Executive Officer of Ambu International A/S have discussed and approved the Group's Annual Report for the financial year 1996/97.
Glostrup, 10 December 1997
President & CEO Vivi Kjær
The Board of Directors Asger Aamund, Chairman
Poul Lauritsen
Niels-Jørgen Kovstrup
Bjørn Ragle
23
Tim Rasmussen
Jan Friedl
Auditor's Report We have audited the financial statements of the Ambu Group and the Parent Company for the year 1996/97 presented by the Board of Directors and the Management.
Basis of Opinion We have planned and conducted our audit in accordance with generally accepted auditing standards to obtain reasonable assurance that the financial statements are free of material misstatements. Based on an evaluation of materiality and risk, we have, during the audit, tested the basis and documentation for the amounts and disclosures in the financial statements. Our audit includes an assessment of the accounting policies applied and estimates made. In addition, we have evaluated the overall adequacy of the presentation in the financial statements.
Our audit has not resulted in any qualifications.
Opinion In our opinion, the financial statements have been prepared in accordance with the accounting provisions of Danish legislation and give a true and fair view of the Group's and the Parent Company's assets and liabilities, financial position and profit/loss for the year.
Copenhagen, 10 December 1997
KPMG C. Jespersen
Grothen & Perregaard INCORPORATED STATEAUTHORIZED PUBLIC ACCOUNTANTS
Wilh. P. Børgesen, J. Skovbæk Johansen Certified Public Accountants
Sv. Ørjan Jensen Certified Public Accountant
Addresses
Denmark Ambu International A/S Sdr. Ringvej 49 Postbox 215 2600 Glostrup Tel.: +45 43 63 01 11 Fax: +45 43 63 26 00 E-mail: ambu@ambu.com www.ambu.com President: Vivi Kjær Sales, production, development
USA Ambu Inc. 611 N. Hammonds Ferry Road Linthicum, MD 210 |
1 | 60033535_0 | 60033535 | Energie Baden-Württemberg AG Annual Report 1997
Competition? In the energy market?!
Winners comment on pages 3146.
Cover: Georg Hackl Olympic Champion Luge
"If you mess up the start, the race is over. All you can do on the way down is try to keep the drag factors to a minimum."
At a Glance
EnBW Group Sales revenues Profit for the year Cash flow Investments
Tangible assets Financial assets Fixed assets Current assets Shareholders' equity Outside capital and special items No. of employees on an annual average Earnings per DM 5 share
EnBW AG Financial result Profit for the year Dividend per DM 5 share Tax credit per DM 5 share
DM mill. DM mill. DM mill.
DM mill. DM mill. DM mill. DM mill. DM mill. DM mill.
DM
DM mill. DM mill. DM DM
8,327 298
2,768
1,323 1,074 12,596 7,428 3,088 16,815 12,769
2.76
1,192 323 0.90 0.39
Contents
4 Supervisory Board and Board of Management 6 Report of the Board of Management 10 Group Management Report and Management Report
of EnBW AG From the Business Fields 16 Energy 21 Disposal and Thermal Waste Treatment 24 Telecommunications 25 Industry and Services 25 Innovation 25 Building and Property Management 28 Other Participations 29 Employees 31 Competition? In the energy market?! 47 Annual Statement of the EnBW Group and EnBW AG 47 Annual Statement of the EnBW Group 48 Balance Sheet as per December 31, 1997 49 Income Statement, January 1 to December 31, 1997 50 Annex 68 Audit Certificate 69 Annual Statement of the EnBW AG 70 Balance Sheet as per December 31, 1997 71 Income Statement, January 1 to December 31, 1997 72 Annex 85 Proposal for Appropriation of Profits 86 Audit Certificate 87 Report of the Supervisory Board 89 Financial Calendar 90 Imprint
3
Supervisory Board and Board of Management
Supervisory Board
Dr. Guntram Blaser, Ravensburg Land Commissioner Chairman
Ernst Vetter, Erbach, Dellmensingen Central Works Council Chairman of Energie-Versorgung Schwaben AG (EVS) Vice-Chairman
Manfred Autenrieth, Zimmern Land Commissioner
Volker Bauknecht, Forbach Electrical f |
1 | 60033535_1 | 60033535 | of Management 6 Report of the Board of Management 10 Group Management Report and Management Report
of EnBW AG From the Business Fields 16 Energy 21 Disposal and Thermal Waste Treatment 24 Telecommunications 25 Industry and Services 25 Innovation 25 Building and Property Management 28 Other Participations 29 Employees 31 Competition? In the energy market?! 47 Annual Statement of the EnBW Group and EnBW AG 47 Annual Statement of the EnBW Group 48 Balance Sheet as per December 31, 1997 49 Income Statement, January 1 to December 31, 1997 50 Annex 68 Audit Certificate 69 Annual Statement of the EnBW AG 70 Balance Sheet as per December 31, 1997 71 Income Statement, January 1 to December 31, 1997 72 Annex 85 Proposal for Appropriation of Profits 86 Audit Certificate 87 Report of the Supervisory Board 89 Financial Calendar 90 Imprint
3
Supervisory Board and Board of Management
Supervisory Board
Dr. Guntram Blaser, Ravensburg Land Commissioner Chairman
Ernst Vetter, Erbach, Dellmensingen Central Works Council Chairman of Energie-Versorgung Schwaben AG (EVS) Vice-Chairman
Manfred Autenrieth, Zimmern Land Commissioner
Volker Bauknecht, Forbach Electrical fitter
Gottwalt Brückner, Karlsruhe Head of the Kurpfalz Regional Services of Badenwerk AG
Adolf Dinkel, Karlsruhe Central Works Council Chairman of Badenwerk AG
Dr. Karl Epple, Stuttgart Head of Department, Baden-Württemberg Ministry of the Economy
Manfred Eichkorn, Bad Dürrheim Chairman of the ÖTV trade union
Günther Gerhardt, Karlsruhe Master electrician
Rolf Koch, Maselheim Vice-Chairman of the EVS Works Council
Jonny Lüth, Esslingen Vice-Chairman of the EVS Central Works Council
Gerhard Mayer-Vorfelder, Stuttgart Baden-Württemberg Minister of Finance
Peter Neubrand, Winnenden Chairman of EVS Works Council
Wolfgang Rückert, Stuttgart Undersecretary of State in the Baden-Württemberg Ministry of Finance
Günter Scheck, Steinenbronn Vice-Chairman of the Board of Management of Neckarwerke Stuttgart AG
4
Board |
1 | 60033535_2 | 60033535 | itter
Gottwalt Brückner, Karlsruhe Head of the Kurpfalz Regional Services of Badenwerk AG
Adolf Dinkel, Karlsruhe Central Works Council Chairman of Badenwerk AG
Dr. Karl Epple, Stuttgart Head of Department, Baden-Württemberg Ministry of the Economy
Manfred Eichkorn, Bad Dürrheim Chairman of the ÖTV trade union
Günther Gerhardt, Karlsruhe Master electrician
Rolf Koch, Maselheim Vice-Chairman of the EVS Works Council
Jonny Lüth, Esslingen Vice-Chairman of the EVS Central Works Council
Gerhard Mayer-Vorfelder, Stuttgart Baden-Württemberg Minister of Finance
Peter Neubrand, Winnenden Chairman of EVS Works Council
Wolfgang Rückert, Stuttgart Undersecretary of State in the Baden-Württemberg Ministry of Finance
Günter Scheck, Steinenbronn Vice-Chairman of the Board of Management of Neckarwerke Stuttgart AG
4
Board of Management
Dr. Wolfgang Schürle, Ulm-Söflingen Land Commissioner
Ernst Spadinger, Deißlingen Mayor
Ulrich Stückle, Schwäbisch Hall Land Commissioner
Viktor Volk, Neuburg Commercial employee
Gerhard Widder, Mannheim Lord Mayor
Gerhard Goll, Karlsruhe Chairman of the Board of Management
Dr. rer. pol. Karlheinz Bozem, Dipl.-Kfm., Dipl.-Ing., Stuttgart Vice-Chairman of the Board of Management
Hans-Jürgen Arndt, Gerlingen
Dr. Hartmut Bilger, Ettlingen
5
Report of the Board of Management
EnBW the energy company Market-oriented company organisation
Innovative activities of the EnBW Group
Energie Baden-Württemberg AG EnBW for short was set up in 1997 in response to the new competitive energy market in Europe. The company represents a move away from monopoly and is an active player in the competitive market. Its objective is to provide better solutions for energy customers.
As a |
1 | 60033535_3 | 60033535 | of Management
Dr. Wolfgang Schürle, Ulm-Söflingen Land Commissioner
Ernst Spadinger, Deißlingen Mayor
Ulrich Stückle, Schwäbisch Hall Land Commissioner
Viktor Volk, Neuburg Commercial employee
Gerhard Widder, Mannheim Lord Mayor
Gerhard Goll, Karlsruhe Chairman of the Board of Management
Dr. rer. pol. Karlheinz Bozem, Dipl.-Kfm., Dipl.-Ing., Stuttgart Vice-Chairman of the Board of Management
Hans-Jürgen Arndt, Gerlingen
Dr. Hartmut Bilger, Ettlingen
5
Report of the Board of Management
EnBW the energy company Market-oriented company organisation
Innovative activities of the EnBW Group
Energie Baden-Württemberg AG EnBW for short was set up in 1997 in response to the new competitive energy market in Europe. The company represents a move away from monopoly and is an active player in the competitive market. Its objective is to provide better solutions for energy customers.
As a newly founded company, we made full use of the opportunity to ensure that our operations were structured to meet the needs of customers and the requirements of the market from the outset.
Our business with energy-consuming market customers is comprised in our subsidiary EnBW Energie-Vertriebsgesellschaft mbH. This company is their exclusive point of contact.
EnBW Energie-Vertriebsgesellschaft mbH is supplied by EnBW Gesellschaft für Stromhandel mbH. This company pools output capacities and output requirements and is responsible for the risk management in the energy business of EnBW.
EnBW Transportnetze AG is responsible for the functioning of the part of the natural monopoly "network" (380/220 kV) still in our possession.
EnBW Kraftwerke GmbH, in future to be called EnBW Kraftwerke AG, pools and optimises the group's own generation capacity.
Our two regional distribution companies Energie-Versorgung Schwaben AG (EVS) and Badenwerk AG are the "local representatives" for our tariff customers in Baden-Württemberg. Both are fully owned subsidiaries of EnBW |
1 | 60033535_b0 | 60033535 | the final auditors and approves the Annual Statement, which is hereby approved. Following due examination, the Supervisory Board has approved the proposal for the appropriation of the Balance Sheet profit.
In line with Section 312 AktG (German Stock Corporation Law), the Board of Management has compiled a report on relations with affiliated companies (dependence report) for the incomplete business year of Badenwerk Holding Aktiengesellschaft from January 1 to October 22, 1997. The final auditors have examined the report submitted by the Board of Management and given the following unrestricted certification:
,,Following auditing and assessment in line with our duties, we confirm that 1. the details given in the report are correct, 2. the fulfilment by the company was not inappropriately high in
the legal transactions listed in the report."
The Supervisory Board concurs with the audit findings of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Mannheim, and Schitag Ernst & Young Deutsche Allgemeine Treuhand AG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Stuttgart.
Following the final outcome of the examination by the Supervisory Board, there are no objections to the final declaration of the Board of Management contained in the report.
The Supervisory Board wishes to thank the Board of Management, the Works Council, and all employees for their efforts and achievements in 1997, a year characterised by special challenges.
Karlsruhe, May 18, 1998
Supervisory Board
Dr. Blaser Chairman
88
Financial Calendar
1998 Shareholders' Meeting Interim Report January-June 1998 Interim Report January-December 1998 1999 Balance Sheet Press Conference 1999 Shareholders' Meeting
August 25, 1998 August 1998 March 1999 May 1999 July 1999
89
Imprint
Published by: Energie Baden-Württemberg AG Edited by: Dr. Birgit Fratzke-Weiß Concept and realisation: Kreutz & Partner Werbeagentur, Düsseldorf Photos: Dieter Eikelpoth, Düsseldorf Reproduction: F+S, Düsseldorf Printed by: Kraft Druck und Verlag GmbH, Ettlingen-Oberweier
90
|
1 | 60033535_b1 | 60033535 | Board of Management as well as a distribution-of-business plan.
The Supervisory Board approved the 1998 business plan and took due note of the medium-term plans for the period from 1998 to 2002.
The Board of Management presented to the Supervisory Board the Annual Statement, the Group Statement, the Management Report and Group Management Report, the proposal for the utilisation of the 1997 Balance Sheet profit, and the joint auditing report of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Mannheim, and Schitag Ernst & Young Deutsche Allgemeine Treuhand AG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Stuttgart, on the Annual and Group Statement. The final auditors have given unrestricted certification in each case
87
Report of the Supervisory Board
and explained the reports in detail to the Supervisory Board at the balance sheet meeting.
Following its final examination of the Annual Statement and the Group Statement as well as the Management Report and Group Management Report, the Supervisory Board concurs with the findings of the audit by the final auditors and approves the Annual Statement, which is hereby approved. Following due examination, the Supervisory Board has approved the proposal for the appropriation of the Balance Sheet profit.
In line with Section 312 AktG (German Stock Corporation Law), the Board of Management has compiled a report on relations with affiliated companies (dependence report) for the incomplete business year of Badenwerk Holding Aktiengesellschaft from January 1 to October 22, 1997. The final auditors have examined the report submitted by the Board of Management and given the following unrestricted certification:
,,Following auditing and assessment in line with our duties, we confirm that 1. the details given in the report are correct, 2. the fulfilment by the company was not inappropriately high in
the legal transactions listed in the report."
The Supervisory Board concurs with the audit findings of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Mannheim, and Schitag Ernst & Young Deutsche Allgemeine Treuhand AG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft |
1 | 60033725_0 | 60033725 | Annual Report 1997
Annual General Meeting of Shareholders The Annual General Meeting will be held at the Berns Congress, Berzelli Park in Stockholm on Thursday, 16 April 1998, at 3 p.m.
Participation in Meeting The company complies with legislation governing simplified share handling, and, accordingly, those shareholders wishing to participate in the Meeting must be registered in the share register maintained by Värdepapperscentralen VPC AB (Swedish Securities Register Centre) no later than 6 April 1998.
Shareholders, whose shares are registered in the name of a nominee through a bank trust department or private stockbroker, must temporarily register their shares in their own names in order to be entitled to participate in the Meeting. The re-registering must be completed no later than 6 April 1998.
Notice of participation in Meeting Besides being registered in the aforementioned register, shareholders who wish to participate in the Meeting must give notice of their intention to participate to the company's head office no later than noon, 14 April 1998. Notice in writing should be submitted to H & M Hennes & Mauritz AB, Box 1421, S-111 84 Stockholm, Sweden, or by telefax: +46 8 24 80 78 or by telephone +46 8 796 55 00.
Dividend The resolution of the Annual General Meeting of Shareholders will specify the closing date for the share register and the list of creditors etc. attached to the share register. The Board of Directors and Managing Director have proposed 21 April 1998, as the closing date. If the Annual General Meeting approves the proposal, it is estimated that the dividend can be sent out by Värdepapperscentralen VPC AB on 28 April 1998, to those registered in the register or the aforementioned list on the closing date.
Contents Financial highlights.......................1 Group structure..........................1 Report of the Managing Director............ 2 Group review............................4 The manufacture of H&M products..........11 Administration report................ |
1 | 60033725_1 | 60033725 | +46 8 796 55 00.
Dividend The resolution of the Annual General Meeting of Shareholders will specify the closing date for the share register and the list of creditors etc. attached to the share register. The Board of Directors and Managing Director have proposed 21 April 1998, as the closing date. If the Annual General Meeting approves the proposal, it is estimated that the dividend can be sent out by Värdepapperscentralen VPC AB on 28 April 1998, to those registered in the register or the aforementioned list on the closing date.
Contents Financial highlights.......................1 Group structure..........................1 Report of the Managing Director............ 2 Group review............................4 The manufacture of H&M products..........11 Administration report.....................12 Group income statement.................13 Group balance sheet.....................14 Group cash flow statement................16 Parent company income statement..........17
Parent company balance sheet.............18 Parent company cash flow statement........20 Notes to the financial statements...........21 Proposed distribution of earnings...........23 Auditors' report.........................23 Five-year summary.......................24 H&M share.............................25 Board of directors.... |
1 | 60033725_2 | 60033725 | .....12 Group income statement.................13 Group balance sheet.....................14 Group cash flow statement................16 Parent company income statement..........17
Parent company balance sheet.............18 Parent company cash flow statement........20 Notes to the financial statements...........21 Proposed distribution of earnings...........23 Auditors' report.........................23 Five-year summary.......................24 H&M share.............................25 Board of directors.......................26 H&M facts.............................28 Addresses..............................29
Financial highlights
Gross sales, including VAT, Note 1 Change Sales outside Sweden Sales outside Sweden as a
percentage of gross sales Gross margin Profit before tax Profit for the year Earnings per share Change from previous year Return on shareholders' equity, Note 14 Return on capital employed, Note 14 Debt/equity ratio, Note 14 Share of risk-bearing capital, Note 14 Solidity, Note 14 Number of stores in Sweden Number of stores outside Sweden Total number of stores Average number of employees
SEK M %
SEK M
% % SEK M SEK M SEK % % % % % %
1997
21,279.4 +24
16,853.1
79 15.7 2,511.9 1,690.9 8.17 +27 29 |
1 | 60033725_3 | 60033725 | ...................26 H&M facts.............................28 Addresses..............................29
Financial highlights
Gross sales, including VAT, Note 1 Change Sales outside Sweden Sales outside Sweden as a
percentage of gross sales Gross margin Profit before tax Profit for the year Earnings per share Change from previous year Return on shareholders' equity, Note 14 Return on capital employed, Note 14 Debt/equity ratio, Note 14 Share of risk-bearing capital, Note 14 Solidity, Note 14 Number of stores in Sweden Number of stores outside Sweden Total number of stores Average number of employees
SEK M %
SEK M
% % SEK M SEK M SEK % % % % % %
1997
21,279.4 +24
16,853.1
79 15.7 2,511.9 1,690.9 8.17 +27 29.1 42.5
2.1 77.4 72.4 117 373 490 12,096
1996
17,212.1 +18
13,085.4
76 15.1 1,905.0 1,331.0 6.43 +37 28.3 39.8
2.5 76.9 71.9 117 326 443 10,469
Group structure
Sweden
H&M International Holland
Norway
H&M Holding Holland
Switzerland
Reinsurance Luxembourg
Germany
England
Denmark
Holland
Belgium
Hong Kong
Austria
Luxembourg
Finland
Trading Switzerland
1
Report of the Managing Director
Nineteen ninety-seven was the year that H&M turned 50. It was also our most profitable year ever. Total turnover reached approximately SEK 21.3 billion, up 24 per cent from the past year. Profit before tax rose by 32 per cent to about SEK 2.5 billion.
It is pleasing to note that we increased sales and profit in both the store and mail-order operations despite continued sluggish |
1 | 60033725_b0 | 60033725 | 9
856
Luxembourg Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1996 28 2 1 20
Finland Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1997 262 5 4 70
28
Addresses
H & M Hennes & Mauritz AB Norrlandsgatan 15 Box 1421 SE-111 84 Stockholm Tel +46 8-796 55 00 www.hm.com
H & M Rowells AB Hultagatan 47 SE-501 89 Borås Tel +46 33-16 97 00
H & M Hennes & Mauritz A/S Strömsveien 195/197 PB 68 Alnabru NO-0614 Oslo Tel +47 22 17 13 90
H & M Hennes & Mauritz A/S (mail-order) Postboks 104 NO-2020 Skedsmokorset Tel: +47 63 87 00 40
H & M Hennes & Mauritz A/S Amagertorv 21, 4 sal DK-1160 Copenhagen K Tel +45 33 14 06 77
H & M Hennes Ltd. Middlesex House 34/42 Cleveland Street London W1P 5FB Tel +44 171 323 22 11
H & M Hennes & Mauritz SA Place de la Fusterie 9 CH-1204 Geneva Tel +41 22 311 12 13
Modehaus H & M Hennes & Mauritz GmbH Große Bleichen 30 D-20354 Hamburg Tel +49 40 350 95 50
H & M Hennes & Mauritz Netherlands B V Kalverstraat 112-2 P. O. Box 10506 NL-1001 EM Amsterdam Tel: +31 20 556 77 77
H & M Hennes & Mauritz Belgium B.V. Rue St Michel, 28 BE-1000 Brussels Tel +32 2 219 98 70
H & M Hennes & Mauritz GesmbH Mariahilferstrasse 53 AT-1060 Vienna Tel: +43 1 585 84 000
H & M Hennes & Mauritz Oy Östergatan 5 C PB 124 FIN-00930 Helsinki Tel +358 9 341 4100
H & M Hennes & Mauritz sarl 118, Rue de Rivoli F-75001 Paris Tel +33 1 55 34 38 00
|
1 | 60033725_b1 | 60033725 | mark Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1967 1,184
40 24 696
England Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1976 601 21 11 424
Switzerland Established: Turnover (SEK M): Number of stores: Number of locations: Antal anställda
1978 1,829
42 19 947
Germany Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1980 6,606
123 64
3,556
The Netherlands Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1989 1,371
39 26 903
Belgium Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1992 1,014
27 21 454
Austria Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1994 1,847
25 9
856
Luxembourg Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1996 28 2 1 20
Finland Established: Turnover (SEK M): Number of stores: Number of locations: Number of employees:
1997 262 5 4 70
28
Addresses
H & M Hennes & Mauritz AB Norrlandsgatan 15 Box 1421 SE-111 84 Stockholm Tel +46 8-796 55 00 www.hm.com
H & M Rowells AB Hultagatan 47 SE-501 89 Borås Tel +46 33-16 97 00
H & M Hennes & Mauritz A/S Strömsveien 195/197 PB 68 Alnabru NO-0614 Oslo Tel +47 22 17 13 90
H & M Hennes & Mauritz A/S (mail-order) Postboks 104 NO-2020 Skedsmokorset Tel: +47 63 87 00 40
H & M Hennes & Mauritz A/S Amagertorv 21, 4 sal DK-1160 Copenhagen K Tel +45 33 14 06 77
H |
1 | 60034033_0 | 60034033 | Annual Report
Annual Report
Österreichische Elektrizitätswirtschafts Aktiengesellschaft (Verbundgesellschaft) Am Hof 6A, A-1010 Wien Tel.: (+43 1) 531 13-0, Fax: (+43 1) 531 13-4191
Contents
Financial highlights
4
Board members
5
Schedule of interests
6
Verbund
7
Verbund plants
8
Mission statement
10
Verbund organization chart
11
Verbund group management report for the
1997 financial year
14 19
Summary
14
An overview of the 1997 Verbund year
17
Research and development
18
Outlook
19
Verbund divisions
22 29
Generation
22
Transmission
24
Electricity sales
26
New business/interests
28
The Verbund share
30
Verbund consolidated financial statements 1997 - IAS
(International Accounting Standards)
34 38
Consolidated balance sheet at 31.12.1997
34
Consolidated income statement for the 1997
financial year - IAS
36
Development of stockholders' equity and minority interests 37
Verbund cash flow statement IAS 1997
38
Notes to the consolidated financial statements 1997 - IAS
39
Analysis of non-current assets at 31.12.1997
62
Schedule of interests of Verbund at 31.12.1997
64
Financial liabilities
66
Independent Auditors' Report
68
Verbund comparison 1997 1996
69
Report of the Supervisory Board
70
3
Verbund IAS financial highlights
ATS million
Sales revenue Operating result Profit before tax Verbund net profit for the period Balance sheet total Capital stock Stockholders' equity Non-current assets Capital expenditure on property, plant and equipment Depreciation of property, plant and equipment Cash flow No. of employees 1) (thereof apprentices) No. of employees according to labor law at 31.12.1997 2) |
1 | 60034033_1 | 60034033 |
(International Accounting Standards)
34 38
Consolidated balance sheet at 31.12.1997
34
Consolidated income statement for the 1997
financial year - IAS
36
Development of stockholders' equity and minority interests 37
Verbund cash flow statement IAS 1997
38
Notes to the consolidated financial statements 1997 - IAS
39
Analysis of non-current assets at 31.12.1997
62
Schedule of interests of Verbund at 31.12.1997
64
Financial liabilities
66
Independent Auditors' Report
68
Verbund comparison 1997 1996
69
Report of the Supervisory Board
70
3
Verbund IAS financial highlights
ATS million
Sales revenue Operating result Profit before tax Verbund net profit for the period Balance sheet total Capital stock Stockholders' equity Non-current assets Capital expenditure on property, plant and equipment Depreciation of property, plant and equipment Cash flow No. of employees 1) (thereof apprentices) No. of employees according to labor law at 31.12.1997 2)
4
Verbund annual report 1997 Financial highlights
1997
20,490 4,446 1,537
558 98,012 3,082 16,558 91,085 3,630 3,261 6,153 4,435
(182) 4,210
1) Annual average; part-time employees are accounted for proportionate to hours worked
2) including Ennskraft, excluding STEG
1996
change absolute in %
20,217 3,533 2,538 1,529 98,112 3,082 16,368 91,170 3,443 3,701 5,932 4,624 (186) 4,420
+273 +913 -1,001 -971 -100
+190
-85 +187 -440 +221 -189
-210
+1.4 +25.8 -39.4 -63.5
-0.1 -
+1.2 -0.1 +5.4 -11.9 +3.7 -4.1
-4.8
Board members
Supervisory Board
Dr. h.c. Professor Herbert Kre |
1 | 60034033_2 | 60034033 |
4
Verbund annual report 1997 Financial highlights
1997
20,490 4,446 1,537
558 98,012 3,082 16,558 91,085 3,630 3,261 6,153 4,435
(182) 4,210
1) Annual average; part-time employees are accounted for proportionate to hours worked
2) including Ennskraft, excluding STEG
1996
change absolute in %
20,217 3,533 2,538 1,529 98,112 3,082 16,368 91,170 3,443 3,701 5,932 4,624 (186) 4,420
+273 +913 -1,001 -971 -100
+190
-85 +187 -440 +221 -189
-210
+1.4 +25.8 -39.4 -63.5
-0.1 -
+1.2 -0.1 +5.4 -11.9 +3.7 -4.1
-4.8
Board members
Supervisory Board
Dr. h.c. Professor Herbert Krejci, former Secretary General Dr.h.c., (Chairman)
Dipl.-Vwt. Dr. Josef Staribacher, former Minister, President (Vice Chairman)
Norbert Nischkauer, Chairman of Central Works Council, (Vice Chairman)
Manfred Anderle, Executive Secretary
Dipl.-Ing. Günter Daghofer, Kammeramtsdirektor Hon.-Konsul
Dr. Maximilian Eiselsberg, Attorney at Law
Dipl.-Ing. Walter Kirschner, Director (until 27 May 1997)
Dr. Helga Koch, Vice Secretary General
Dr. Oswin Kois, Director (from 27 May 1997)
Dr. Helmut Mayr, Director
Dr. Karl Safron, Attorney at Law (from 27 May 1997)
Dkfm. Dr. Alois Scheicher, Director
Dr. Karl Skyba, Obersenatsrat Director General (until 27 May 1997)
Mag. Dr. Bruno Zluwa, Sektionschef
Representatives of staff on the Supervisory Board
Herbert Bernold, Member of Works Council
Ing. Hannes Brandl, |
1 | 60034033_3 | 60034033 | jci, former Secretary General Dr.h.c., (Chairman)
Dipl.-Vwt. Dr. Josef Staribacher, former Minister, President (Vice Chairman)
Norbert Nischkauer, Chairman of Central Works Council, (Vice Chairman)
Manfred Anderle, Executive Secretary
Dipl.-Ing. Günter Daghofer, Kammeramtsdirektor Hon.-Konsul
Dr. Maximilian Eiselsberg, Attorney at Law
Dipl.-Ing. Walter Kirschner, Director (until 27 May 1997)
Dr. Helga Koch, Vice Secretary General
Dr. Oswin Kois, Director (from 27 May 1997)
Dr. Helmut Mayr, Director
Dr. Karl Safron, Attorney at Law (from 27 May 1997)
Dkfm. Dr. Alois Scheicher, Director
Dr. Karl Skyba, Obersenatsrat Director General (until 27 May 1997)
Mag. Dr. Bruno Zluwa, Sektionschef
Representatives of staff on the Supervisory Board
Herbert Bernold, Member of Works Council
Ing. Hannes Brandl, Chairman of Central Works Council
Managing Board
Gerhard Drescher, Vice Chairman of Central Works Council
Hans Güttersberger, Chairman of Central Works Council, Vice President of the Chamber of Labor, Kammerrat
Dipl.-Ing. Hans Haider (Chairman of the Managing Board)
Dipl.-Ing. Dr. Herbert Schröfelbauer (Deputy Chairman of the Managing Board)
Ing. Uwe Knauer, Chairman of Works Council, Dr. Michael Pistauer
Kammerrat
(Member of the Managing Board)
Ing. Johann Kratzer, Chairman of Works Council
Dr. Johann Sereinig (Member of the Managing Board)
Verbund annual report 1997 Board members
5
Schedule of interests
Verbundgesellschaft
95 % Donaukraft 51 % Draukraft 91 % Tauernkraft 100 % Verbundkraft 55 % VERBUND-Elektrizitätserzeugungs-GmbH. 50 % Ennskraft 68 % STEG 35 % KELAG 50 % Österreichisch-Bayer |
1 | 60034033_b0 | 60034033 | confidence!
Verbund consolidated financial statements 1997 Report of the Supervisory Board 71
Publisher: Österreichische Elektrizitätswirtschafts-Aktiengesellschaft (Verbundgesellschaft), A-1010 Vienna, Am Hof 6A Editors: Hubert Margl, Mag. Winnie Matzenauer, Ursula Franz, CEFA Production: useit!multimedia Dokumentationssysteme GmbH · Sixmühle · A-3830 Waidhofen/Thaya Tel.: +43-2842-523 08-0 · Fax: +43-2842-523 09 e-Mail: info@use-it.com · http://www.use-it.com Layout and graphics: useit!multimedia Cover: Kerbler GrafikDesign · A-1170 Wien/ Consens · A-1010 Wien Printed by: Ueberreuter Print und Digimedia GmbH · A-2100 Korneuburg Translation: Liz Hull, e-mail: hull@isis.wu-wien.ac.at
Printed on chlorine-free paper
Contact addresses and Verbund information service
Österreichische Elektrizitätswirtschafts-
Aktiengesellschaft · A-1010 Wien · Am Hof 6A
Telephone:
(+43-1) 531 13-0
FAX:
(+43-1) 531 13-54191
(Am Hof)
(+43-1) 531 13-54197
(Rudolfsplatz)
e-mail:
info@verbund.co.at
Internet homepage: http://www.verbund.co.at
Shareholders'
hotline:
0660 /5444 (zum Ortstarif)
Investor Relations: Ing. Andreas Morgenbesser
(DW 52630)
Reuters: Bloomberg: Datastream: DJ Telerate: ADR Symbol:
VERB.VI OEEW AV O:VERB =VVERB OEZVY
Notes:
Notes:
Notes:
Notes:
Notes:
Notes:
|
1 | 60034033_b1 | 60034033 | directive represented a new, difficult challenge. This statement has been unequivocally confirmed over the past few months.
The following conclusion can be drawn from this: we can only rely on ourselves as far as the future of Verbund is concerned. The spirit of the "heroes of Kaprun", hailed once again on Verbund's fiftieth anniversary, is, at best, an example of nostalgia for today's generation, and nothing more. We have to accept that public and published opinions will continue to meet us with inner
reservation and little understanding. Once again, we have to face up to the sobering fact that the electricity industry has few friends in this country.
Similarly, it cannot be emphasized enough that the role of a listed company demonstrating its responsibility towards its stockholders has obviously been hardly acknowledged at all.
We are therefore on the brink of a new era in which we will be put to the test a test which we are certain to pass, supported by the inner determination of all those working for Verbund, irrespective of their level in the hierarchy, by their undeterred, sheer hard work to improve our competitive edge, and above all by the high degree of faith we have in our own strength. We look to the future full of confidence!
Verbund consolidated financial statements 1997 Report of the Supervisory Board 71
Publisher: Österreichische Elektrizitätswirtschafts-Aktiengesellschaft (Verbundgesellschaft), A-1010 Vienna, Am Hof 6A Editors: Hubert Margl, Mag. Winnie Matzenauer, Ursula Franz, CEFA Production: useit!multimedia Dokumentationssysteme GmbH · Sixmühle · A-3830 Waidhofen/Thaya Tel.: +43-2842-523 08-0 · Fax: +43-2842-523 09 e-Mail: info@use-it.com · http://www.use-it.com Layout and graphics: useit!multimedia Cover: Kerbler GrafikDesign · A-1170 Wien/ Consens · A-1010 Wien Printed by: Ueberreuter Print und Digimedia GmbH · A-2100 Korneuburg Translation: Liz Hull, e-mail: hull@isis.wu-wien.ac.at
Printed on chlorine-free paper
Contact |
1 | 60035656_0 | 60035656 | ANNUAL
REPORT
1997
THE YEAR IN BRIEF
Ship operation generated a profit of SEK 156.3 million before tax Good freight market Return on equity 32% Board proposes a dividend of SEK 1.00 per share
Concordia's fleet
Owned ships
Year
DWT
ULCC STENA KING STENA QUEEN
1978 457,927 1977 457,841
VLCC STENA CONSTELLATION STENA CONCEPT STENA CONTINENT STENA CONGRESS STENA CONVOY
1975 1975 1975 1974 1972
273,408 273,209 273,186 273,204 262,630
Product tanker STENA BARBADOS
1991
6,331
Bulk carriers (self-discharging) KURE CONVEYOR
1971 1968
159,468 75,608
Chartered ships, 50% STENA COMFORT STENA COMPASS STENA CONCERTINA
1992 1992 1992
269,101 97,078 96,687
Total
2,975,678
CONTENTS
P R E S I D E N T 'S V I E W S
Concordia Maritime A profitable shipping company..... 2
s Profitability a result of many positive factors
s Concordia's large ladles s The future is ours
MARKET, CUSTOMERS AND SHIPS
Freight market Continued positive............... 6
s Revenue and market development s Large-tanker fleet and our customers s Competitors and strategy
Large tankers 30 years of development......... 10
s History s Concordia Class
STENA KING and STENA QUEEN Concordia's pair of aces......... 12
s Reducing our customers' transport costs
QUALIT Y, SAFET Y AND THE ENVIRONMENT
Oil should always travel First Class.............................. 14
Quality, safety and the environment Today and tomorrow........... 16
s Important corner-stones of our competitiveness
s Our view |
1 | 60035656_1 | 60035656 | D E N T 'S V I E W S
Concordia Maritime A profitable shipping company..... 2
s Profitability a result of many positive factors
s Concordia's large ladles s The future is ours
MARKET, CUSTOMERS AND SHIPS
Freight market Continued positive............... 6
s Revenue and market development s Large-tanker fleet and our customers s Competitors and strategy
Large tankers 30 years of development......... 10
s History s Concordia Class
STENA KING and STENA QUEEN Concordia's pair of aces......... 12
s Reducing our customers' transport costs
QUALIT Y, SAFET Y AND THE ENVIRONMENT
Oil should always travel First Class.............................. 14
Quality, safety and the environment Today and tomorrow........... 16
s Important corner-stones of our competitiveness
s Our view of the future
CAP and MRS Yardsticks for quality and safety.. 18
s CAP: a quality measure of our ships our most important tool
s MRS:ameasureofhowwellwetakecare of people our most important resource
QUALIT Y, SAFET Y AND THE ENVIRONMENT
STENA CONVOY Safer transport with HBL........ 20
s The HBL principle a Safe Loading System
s Estimated oil outflow a comparison between the STENA CONVOY and newer vessels
s HBL in the future a large number of ships will be affected
ORGANISATION
Concordia's organisation Small-scale international diversity 22
s Concordia's cooperation with Stena Bulk
s Concordia's own organisation in Gothenburg and Switzerland
Universe Tankships Concordia in New York......... 26
s Purchase of Universe a logical step for Concordia
s Universe personnel the key to success
Concordia's partners Cooperation is profitable........ 28
s Stena Sphere companies in the oil sector
s The Sphere's long-term |
1 | 60035656_2 | 60035656 | of the future
CAP and MRS Yardsticks for quality and safety.. 18
s CAP: a quality measure of our ships our most important tool
s MRS:ameasureofhowwellwetakecare of people our most important resource
QUALIT Y, SAFET Y AND THE ENVIRONMENT
STENA CONVOY Safer transport with HBL........ 20
s The HBL principle a Safe Loading System
s Estimated oil outflow a comparison between the STENA CONVOY and newer vessels
s HBL in the future a large number of ships will be affected
ORGANISATION
Concordia's organisation Small-scale international diversity 22
s Concordia's cooperation with Stena Bulk
s Concordia's own organisation in Gothenburg and Switzerland
Universe Tankships Concordia in New York......... 26
s Purchase of Universe a logical step for Concordia
s Universe personnel the key to success
Concordia's partners Cooperation is profitable........ 28
s Stena Sphere companies in the oil sector
s The Sphere's long-term customer focus
SHIPPING COMPANY OF THE FUTURE
Concordia's potential The next ship generation......... 30
s Lower shipbuilding prices in 1998 s Concordia's next generation of ships
Concordia Maritime Tradition and renewal........... 32
s With Concordia's quality philosophy, operating costs are 50% lower compared with our competitors
THE CONCORDIA MARITIME SHARE
.............................. 36
s Good price trend for the Concordia share in 1997. Upswing of 32%
s Yield of 4.3% for Concordia's share
ECONOMIC REVIEW
............................... 39
FIVE-YEAR SUMMARY
............................... 41
BOARD OF DIRECTORS AND AUD |
1 | 60035656_3 | 60035656 | customer focus
SHIPPING COMPANY OF THE FUTURE
Concordia's potential The next ship generation......... 30
s Lower shipbuilding prices in 1998 s Concordia's next generation of ships
Concordia Maritime Tradition and renewal........... 32
s With Concordia's quality philosophy, operating costs are 50% lower compared with our competitors
THE CONCORDIA MARITIME SHARE
.............................. 36
s Good price trend for the Concordia share in 1997. Upswing of 32%
s Yield of 4.3% for Concordia's share
ECONOMIC REVIEW
............................... 39
FIVE-YEAR SUMMARY
............................... 41
BOARD OF DIRECTORS AND AUDITORS
.............................. 42
BOARD OF DIRECTORS' REPORT
.............................. 45
INCOME STATEMENTS
.............................. 48
CHANGES IN FINANCIAL POSITION
.............................. 49
BALANCE SHEETS
.............................. 50
NOTES TO THE FINANCIAL STATEMENTS
.............................. 52
AUDITOR'S REPORT
........... |
1 | 60035656_b0 | 60035656 | AB Dolphin and subsidiaries, Dolphin Holding AB, Peregre AB Board Member: Stena Bulk AB, Lister ASA, Ondina Invest AB Shares held: 0
Thord Elmersson, 48 Authorized Public Accountant, Partille KPMG Bohlins AB, Gothenburg
Deputy auditor: Anders Ivdal, 46 (not pictured) Authorized Public Accountant, Partille KPMG Bohlins AB, Gothenburg
Bengt Cremonese, 54 Employee representative Sea Captain, Hällingsjö Board Member since 1986 Board Member: Swedish Ship Officers' Association Employee representative: Stena Line AB, Stena Line Scandinavia AB, Stena AB, Stena Rederi AB Shares held: 0
Jens Ole Hansen, 47 Employee representative, Mölnlycke Group chairman: SSF Stena, Gothenburg Board Member since 1995 Board Member: SEKO Sjöfolk Employee representative: Stena Rederi AB, Stena AB, Stena Line AB, Stena Line Scandinavia AB Shares held: 0
Deputy: Göran Dahlman, 45 (not pictured) Employee representative, Torslanda Shop chairman: SEKO Sjöfolk Board Member: SEKO Sjöfolk Shares held: 0
CONCORDIA MARITIME
43
OIL
SHOULD
ALWAYS
TRAVEL
FIRST
CLASS
Addresses CONCORDIA MARITIME AB (publ) SE-405 19 Gothenburg, Sweden Telephone +46-31-85 50 00 Telex 2559 Stena S, Telefax +46-31-12 06 51
CONCORDIA MARITIME AG Aegeristrasse 52, CH-6300 Zug, Switzerland Telephone +41 41 728 81 21, Telefax +41 41 728 81 39
UNIVERSE TANKSHIPS (Delaware) LLC 1345 Avenue of the Americas New York, NY 10105 Telephone +1 212 765 3000 Telefax +1 212 765 4822
Internet: http://www.concordia - maritime.se
Welcome to our homepage on Internet where you will find information on Concordia Maritime AB: www.concordia-maritime.se
SE-405 19 Gothenburg, Sweden Telephone +46-31-85 50 00 Telefax +46-31-12 06 51
|
1 | 60035656_b1 | 60035656 | Stena Metall AB, Stena Bulk AB Shared chairmanship in P&O Stena Line Board Member: KaroBio, IRO, the Swedish Ships' Mortgage Bank and the Swedish Shipowners' Association Vice Chairman Coflexip Stena Offshore S.A. Shares held: Through companies (see page 36)
42 C O N C O R D I A M A R I T I M E
BOARD OF DIRECTORS AND AUDITORS
Wiking Sjöstrand, 67 Governor-in-Chief of the Royal Palaces, Djursholm Board Member since 1986 Chairman: Friedrikshofs Fastighets AB, Swedish Brewers' Association Board Member: Förvaltningsaktiebolaget Stattum, Riddarhyttans Resources AB Member of IVA Shares held: 20,000
Jan-Erik Dyvi, 70 Shipowner, Oslo Board Member since 1984 Member of ABB's Advisory Board, Member Sparbanken NOR's Advisory Board Board Member: Sjøredningsselskapet, A/S Bulkhandling Shares held: 0
Per Bjurström, 58 Executive, Gothenburg Board Member since 1988 Chairman: AB Dolphin and subsidiaries, Dolphin Holding AB, Peregre AB Board Member: Stena Bulk AB, Lister ASA, Ondina Invest AB Shares held: 0
Thord Elmersson, 48 Authorized Public Accountant, Partille KPMG Bohlins AB, Gothenburg
Deputy auditor: Anders Ivdal, 46 (not pictured) Authorized Public Accountant, Partille KPMG Bohlins AB, Gothenburg
Bengt Cremonese, 54 Employee representative Sea Captain, Hällingsjö Board Member since 1986 Board Member: Swedish Ship Officers' Association Employee representative: Stena Line AB, Stena Line Scandinavia AB, Stena AB, Stena Rederi AB Shares held: 0
Jens Ole Hansen, 47 Employee representative, Mölnlycke Group chairman: SSF Stena, Gothenburg Board Member since 1995 Board Member: SEKO Sjöfolk Employee representative: Stena Rederi AB, Stena AB, Stena Line AB, Stena Line Scandinavia AB Shares held: 0
Deputy: Göran Dahlman, 45 (not pictured) Employee representative, Torslanda Shop chairman: SEKO Sjöfolk Board Member: |
1 | 60035937_0 | 60035937 | VIN & SPRIT ANNUAL REPORT 1997
VIN & SPRIT ANNUAL REPORT 1997
Graphic design and production: Ehrenstråhle & Co Photography: Jonas Sällberg
Translation: The Write Company Repro: Colorcraft AB
Printing: Strokirk Landströms
Without changing our well-known V&S brand, we have redesigned
our logotype to better convey the modern and flexible company that is Vi n & S p r i t t o d a y.
Contents
4 1997 6 Comments from the CEO 10 Spirits 22 Wine 36 Other Business Areas 40 Report of the Board of Directors 43 Consolidated Income Statement 44 Consolidated Balance Sheet 46 Consolidated Pledged Assets and Guarantees 47 Consolidated Statement of Changes in Financial Position 49 Parent Company Income Statement 50 Parent Company Balance Sheet 52 Parent Company Pledged Assets and Guarantees 53 Parent Company Statement of Changes in Financial Position 54 Accounting Principles and Notes to the Financial Statements 69 Auditors' Report 70 Board of Directors and Auditors 72 Organization 73 Corporate Management 74 Key Ratios 76 Addresses
Absolut Vodka's capacity was boosted through
renovation and expansion of production facilities.
Cardboard packaging made its first
appearance on the Swedish wine market.
Skånebrännerier was incorporated into
the parent company and The Absolut Company.
The first auction of superior wines
held in Sweden.
Stockholm Aquavit was launched as
Reimerholms Kultursnaps.
A decision was made to begin
phasing out the glass-recycling system.
A decision was made
to re-organize, with a focus on spirits and wine.
Highlights of 1997
Comments from the CEO
For CEO Egon Jacobsson, culture is an important part of his daily work
at Vin & Sprit. It is also integral to his leisure time, much of which is spent in the rural heart of Södermanland, a district rich in cultural traditions.
8 Comments from the CEO
CHANGE IS TAKING PLACE AT A RAPID PACE.
mately 300 companies legally registered in the Swedish alcohol market. The conclusion is clear: Within the alcoholic beverage industry, Sweden and the other Scandinavian countries will soon face a period of major structural
The worldwide alcoholic beverage
industry is undergoing constant
change, the difference being that |
1 | 60035937_1 | 60035937 |
appearance on the Swedish wine market.
Skånebrännerier was incorporated into
the parent company and The Absolut Company.
The first auction of superior wines
held in Sweden.
Stockholm Aquavit was launched as
Reimerholms Kultursnaps.
A decision was made to begin
phasing out the glass-recycling system.
A decision was made
to re-organize, with a focus on spirits and wine.
Highlights of 1997
Comments from the CEO
For CEO Egon Jacobsson, culture is an important part of his daily work
at Vin & Sprit. It is also integral to his leisure time, much of which is spent in the rural heart of Södermanland, a district rich in cultural traditions.
8 Comments from the CEO
CHANGE IS TAKING PLACE AT A RAPID PACE.
mately 300 companies legally registered in the Swedish alcohol market. The conclusion is clear: Within the alcoholic beverage industry, Sweden and the other Scandinavian countries will soon face a period of major structural
The worldwide alcoholic beverage
industry is undergoing constant
change, the difference being that
today, these changes occur more
frequently. In 1997, the world's
two largest producers of alcoholic
beverages merged to further
strengthen their market position.
Negotiations are also taking place
between other major companies
within the industry. It is very likely change. The current increase in
that the coming year will see a
the sale of illicit alcohol will
variety of changes resulting in a
accelerate this development.
reduction of the number of players
To focus our efforts on wine
on the market.
and spirits, a new organizational
The situation in Sweden and
structure has been set up; the
Scandinavia reflects an opposite
corporation has been divided into
trend. The number of players is
a Wine Division and a Spirits
continuing to rise, with approxi-
Division. This new structure is
meant to increase efficiency and
profitability, as well as promote
growth, expansion and adaptation
to international trends.
The EU's Verdict The previous year was one of |
1 | 60035937_2 | 60035937 |
today, these changes occur more
frequently. In 1997, the world's
two largest producers of alcoholic
beverages merged to further
strengthen their market position.
Negotiations are also taking place
between other major companies
within the industry. It is very likely change. The current increase in
that the coming year will see a
the sale of illicit alcohol will
variety of changes resulting in a
accelerate this development.
reduction of the number of players
To focus our efforts on wine
on the market.
and spirits, a new organizational
The situation in Sweden and
structure has been set up; the
Scandinavia reflects an opposite
corporation has been divided into
trend. The number of players is
a Wine Division and a Spirits
continuing to rise, with approxi-
Division. This new structure is
meant to increase efficiency and
profitability, as well as promote
growth, expansion and adaptation
to international trends.
The EU's Verdict The previous year was one of `waitand-see'. The Swedish alcoholic beverage industry, as well as many politicians, anxiously awaited a final verdict from the European Court. Would Sweden's retail monopoly be allowed to continue its operations, or would the Court arrive at a different decision? The verdict finally came on October 23, giving the players on the Swedish market a very clear answer: Systembolaget (the Swedish Alcohol Retailing Monopoly) was to be allowed to continue its operations in virtually the same way as before. In addition, the situation was made clear for everyone involved in the industry, so that all are now fully aware of the rules.
Comments from the CEO 9
cline in market share. This result is due primarily to a rise in competition, and the emergence of new players and an even wider selection.
The Wine and Spirits Markets
Environmental Awareness A comprehensive environmental
Most heartening for the V&S Group
is its continued success in exports.
In 1997, Absolut Vodka became
the world's sixth-largest brand of
spirits, and the prospects for 1998
remain good. We are pleased that
the distillery (the old Skåne-
brän |
1 | 60035937_3 | 60035937 | `waitand-see'. The Swedish alcoholic beverage industry, as well as many politicians, anxiously awaited a final verdict from the European Court. Would Sweden's retail monopoly be allowed to continue its operations, or would the Court arrive at a different decision? The verdict finally came on October 23, giving the players on the Swedish market a very clear answer: Systembolaget (the Swedish Alcohol Retailing Monopoly) was to be allowed to continue its operations in virtually the same way as before. In addition, the situation was made clear for everyone involved in the industry, so that all are now fully aware of the rules.
Comments from the CEO 9
cline in market share. This result is due primarily to a rise in competition, and the emergence of new players and an even wider selection.
The Wine and Spirits Markets
Environmental Awareness A comprehensive environmental
Most heartening for the V&S Group
is its continued success in exports.
In 1997, Absolut Vodka became
the world's sixth-largest brand of
spirits, and the prospects for 1998
remain good. We are pleased that
the distillery (the old Skåne-
brännerier) is now completely
integrated into the Åhus plant
and that renovation and expansion
plans are complete.
project was begun last year. The
The Swedish spirits market
environmental effects of the V&S
continues to shrink. Above all, it
Group in a variety of contexts
is the illicit sale of alcohol that is have been scrutinized, and mana-
to blame for the falling market
gement has come up with an en-
share of the legal firms. In spite
vironmental policy for the Group
of a market slow-down for spirits, as a whole. The aim is for Vin &
the Spirits Division has, in effect, Sprit to be, with respect to the
been able to maintain its market
environment, one of the most
position. Systembolaget's wine
sales have remained at a relatively
constant level. V&S's Wine Division,
however, has experienced a de-
reliable firms in the industry. To achieve the agreed-upon environmental policy, a special environment task force has been created. Eventually, |
1 | 60035937_b0 | 60035937 | Absolut Vodka) Mailing address Box 9033, SE-850 09 Sundsvall Visiting address Verkstadsgatan 4, Sundsvall Telephone +46 60 15 77 80 Fax +46 60 17 56 27
THE ABSOLUT COMPANY Mailing address SE-117 97 Stockholm Visiting address Sjöviksbacken 19, Stockholm Telephone +46 8 744 70 20 Fax +46 8 744 71 70
Production Mailing address Box 83, SE-296 22 Åhus Visiting address Varvsgatan 30, Åhus Telephone +46 44 28 80 00 Fax +46 44 28 81 98
Distillery Mailing address Box 83, SE-296 22 Åhus Visiting address Ugerupsvägen 103, Kristianstad Telephone +46 44 28 80 00 Fax +46 44 28 82 90
V&S DOMAINE RABIEGA Address Clos Dière Méridional F-833 00 Draguignan, France
Rabiega Vin Telephone +33 494 68 44 22 Fax +33 494 47 17 72 E-mail rabiega.vin@wanadoo.fr
Rabiega Conférence Telephone +33 494 60 30 00 Fax +33 494 60 30 30 E-mail rabiega.conference@wanadoo.fr
AMFORA VINHUS AB Mailing address SE-117 97 Stockholm Telephone +46 8 744 70 40 Fax +46 8 726 94 55 Customer Service Telephone +46 20 733 733
VIN&SPRITSÄLLSKAPET Mailing address SE-117 97 Stockholm Visiting address Ingenjörsvägen 2, Stockholm Telephone +46 8 744 70 00 Fax +46 8 744 72 86 E-mail journalen@st.vos.se Vin&SpritRådet Telephone +46 20 744 744
SJÖVIK PROJEKT AB Mailing address SE-117 97 Stockholm Visiting address Ingenjörsvägen 2, Stockholm Telephone +46 8 744 70 10 Fax +46 8 744 70 13
VIN & SPRITHISTORISKA MUSEET (The Wine & Spirits Historical Museum) Address Dalagatan 100, SE-113 43 Stockholm Telephone +46 8 744 70 70 Fax +46 8 31 39 28
|
1 | 60035937_b1 | 60035937 | fees as a percentage of sales.
5) Sales divided by average total assets. 6) Sales divided by average number
of employees. 7) Current assets less average
current liabilities as a percentage of sales. 8) Average of cash and bank balances, including short-term investments, as a percentage of sales. 9) Average inventories as a percentage of sales. 10) Current assets less inventories as a percentage of current liabilities. 11) Stockholders' equity as a percentage of total capital employed.
B o a rd o f D i re c t o r s'R e p o r t 75
Addresses
Head office V&S VIN & SPRIT AB Mailing address SE-117 97 Stockholm Visiting address Ingenjörsvägen 2, Stockholm Telephone +46 8 744 70 00 Fax +46 8 744 74 44 E-mail info@st.vos.se Customer Service Telephone +46 20 744 744
Distribution/Production, Wine Mailing address Box 159, SE-311 22 Falkenberg Visiting address Skrea Strand, Falkenberg Telephone +46 346 855 00 Fax +46 346 855 30
Production, Spirits (excluding Absolut Vodka) Mailing address Box 9033, SE-850 09 Sundsvall Visiting address Verkstadsgatan 4, Sundsvall Telephone +46 60 15 77 80 Fax +46 60 17 56 27
THE ABSOLUT COMPANY Mailing address SE-117 97 Stockholm Visiting address Sjöviksbacken 19, Stockholm Telephone +46 8 744 70 20 Fax +46 8 744 71 70
Production Mailing address Box 83, SE-296 22 Åhus Visiting address Varvsgatan 30, Åhus Telephone +46 44 28 80 00 Fax +46 44 28 81 98
Distillery Mailing address Box 83, SE-296 22 Åhus Visiting address Ugerupsvägen 103, Kristianstad Telephone +46 44 28 80 00 Fax +46 44 28 82 90
V&S DOMAINE RABIEGA Address Clos Dière Méridional F-833 00 Draguignan, France
Rabiega Vin Telephone +33 494 68 44 22 Fax +33 494 47 17 72 E-mail rabiega.vin@wanadoo.fr
Rabiega Conférence Telephone |
1 | 60036013_0 | 60036013 | REPORT & ACCOUNTS 1998
contents
1 corporate statement financial highlights
2 chairman's statement 4 finance review 6 review of operations 9 at a glance 10 directors & advisers 11 directors' report 13 report of the auditors 14 consolidated profit & loss account 15 consolidated statement of total recognised gains & losses 16 consolidated balance sheet 17 company balance sheet 18 consolidated cash flow statement
reconciliation of net cash flow to movement in net debt 19 notes 36 notice of annual general meeting
corporate statement
1
I
nternational Greetings is one of the world's leading designers and manufacturers of gift wrapping paper, gift accessories, cards and crackers. Based in the UK and the US, the group was admitted to the UK's
Alternative Investment Market (AIM) in October 1995.
The group's management is committed to enhancing shareholder value through the
continued organic development of the business, supplemented by acquisitions which meet
strict, pre-determined criteria.
financial highlights
turnover (£m) 53
48 44 40 34
1994 1995 1996 1997 1998
operating profit (£m)* 7.6
5.8 4.3 3.0 2.3
1994 1995 1996 1997 1998
earnings per share (p)* 33.7
26.0
16.5 12.5 8.0
1994 1995 1996 1997 1998
* figures exclude exceptional items International Greetings PLC
chairman's statement
2
I
am once again delighted to report another set of excellent results for the Group, highlighted as follows:
T Profit before taxation* £6.6m up 29% T Earnings per share* 33.7p up 30% T Dividend for the year 8.6p up 29%
*figures exclude exceptional items
Acquisitions In addition to the continuing strong performance of our existing businesses, I am pleased to report to you that the Group has recently completed two acquisitions.
Both fit in with our strategy of identifying opportunities that are closely related to our current operations, but particularly where the Group's design and management strengths can be utilised to develop them to their fullest potential.
On 13 July 1998 the UK business of Copywrite Limited (in Administrative Receivership), a children's character stationery business, was acquired from the receivers for a cash consideration payable in full at completion equal to net assets acquired of £2. |
1 | 60036013_1 | 60036013 | 1995 1996 1997 1998
earnings per share (p)* 33.7
26.0
16.5 12.5 8.0
1994 1995 1996 1997 1998
* figures exclude exceptional items International Greetings PLC
chairman's statement
2
I
am once again delighted to report another set of excellent results for the Group, highlighted as follows:
T Profit before taxation* £6.6m up 29% T Earnings per share* 33.7p up 30% T Dividend for the year 8.6p up 29%
*figures exclude exceptional items
Acquisitions In addition to the continuing strong performance of our existing businesses, I am pleased to report to you that the Group has recently completed two acquisitions.
Both fit in with our strategy of identifying opportunities that are closely related to our current operations, but particularly where the Group's design and management strengths can be utilised to develop them to their fullest potential.
On 13 July 1998 the UK business of Copywrite Limited (in Administrative Receivership), a children's character stationery business, was acquired from the receivers for a cash consideration payable in full at completion equal to net assets acquired of £2.1m. In the year to 31 December 1997 unaudited management accounts for that company which
consists primarily of the acquired business had turnover of approximately £23.5m. It has not been possible to separately identify the profit or loss attributable to the net assets acquired, however, unaudited management accounts for Copywrite Limited, its subsidiaries and associates for the year ended 31 December 1997 show turnover of approximately £34m and an operating loss of £1.5m.
In order to secure the future development of this business, International Greetings has entered into long term license agreements with Disney Consumer Products and representatives of Mattel and Hasbro,
Anders Hedlund and Nick Fisher announcing the
acquisition of Copywrite.
the principal former product licensors of the acquired business. It is our intention to retain certain key members of the management team of this business and negotiations to this effect are continuing.
This acquisition adds a new range of products to the group's activities. We believe that the application of our management strengths to Copywrite's strong market position will, in due course, restore the business to our required levels of profitability.
"The Cracker Company" purchased in May 1998 for a maximum cash consideration of £0.2 |
1 | 60036013_2 | 60036013 | 1m. In the year to 31 December 1997 unaudited management accounts for that company which
consists primarily of the acquired business had turnover of approximately £23.5m. It has not been possible to separately identify the profit or loss attributable to the net assets acquired, however, unaudited management accounts for Copywrite Limited, its subsidiaries and associates for the year ended 31 December 1997 show turnover of approximately £34m and an operating loss of £1.5m.
In order to secure the future development of this business, International Greetings has entered into long term license agreements with Disney Consumer Products and representatives of Mattel and Hasbro,
Anders Hedlund and Nick Fisher announcing the
acquisition of Copywrite.
the principal former product licensors of the acquired business. It is our intention to retain certain key members of the management team of this business and negotiations to this effect are continuing.
This acquisition adds a new range of products to the group's activities. We believe that the application of our management strengths to Copywrite's strong market position will, in due course, restore the business to our required levels of profitability.
"The Cracker Company" purchased in May 1998 for a maximum cash consideration of £0.2m, is the market leader in confectionery and games
International Greetings PLC
chairman's statement
3
Christmas crackers. The company had turnover of approximately £2m in the year to 31 December 1997.
Nick Fisher will concentrate on corporate affairs matters particularly the identification and integration of acquisitions and investor relations.
Employees Your Board continues its recognition of the importance our employees make to the continued success of the business, and here I pay tribute to the commitment and professionalism of all of them.
Our operating divisions based in South Wales are well into the process of incorporating the working practices of the "Investors in People" standards, and initial assessments have now commenced at the St Albans location.
An Employee Share Purchase Scheme has been approved by the Board, and all employees are being actively encouraged to become shareholders in the Company.
Board Responsibilities Due to the continued expansion of the business it has been decided to clearly identify the roles and responsibilities of the Joint Chief Executives.
Anders Hedlund will have sole responsibility for all day to day operational activities, and for the strategic development of each product area.
Achievements We all felt a great sense of pride when International Greetings was awarded |
1 | 60036013_3 | 60036013 | m, is the market leader in confectionery and games
International Greetings PLC
chairman's statement
3
Christmas crackers. The company had turnover of approximately £2m in the year to 31 December 1997.
Nick Fisher will concentrate on corporate affairs matters particularly the identification and integration of acquisitions and investor relations.
Employees Your Board continues its recognition of the importance our employees make to the continued success of the business, and here I pay tribute to the commitment and professionalism of all of them.
Our operating divisions based in South Wales are well into the process of incorporating the working practices of the "Investors in People" standards, and initial assessments have now commenced at the St Albans location.
An Employee Share Purchase Scheme has been approved by the Board, and all employees are being actively encouraged to become shareholders in the Company.
Board Responsibilities Due to the continued expansion of the business it has been decided to clearly identify the roles and responsibilities of the Joint Chief Executives.
Anders Hedlund will have sole responsibility for all day to day operational activities, and for the strategic development of each product area.
Achievements We all felt a great sense of pride when International Greetings was awarded the AIM Company of the Year accolade last October. We received further professional recognition when our Joint Chief Executive, Anders Hedlund, was voted Welsh Business Achiever of the Year at the Welsh Business Awards in May. Although this was a personal award, Anders accepted it on behalf of all International Greetings employees, particularly those with whom he has worked during his 20 years in South Wales. He commented that, "The success of our business activities in Wales has been as a direct result of the commitment and dedication our workforce has demonstrated".
Outlook The trading year to date, together with the seasonal order book, is in line with our expectations and I am confident that this year's organic growth, together with the acquisitions made, will show significant benefits during the next financial year. This confidence is reflected in your Board's recommendation of a final dividend of 6p, making
Above: Nick Fisher and Mark Collini receiving the 1997 AIM Company of the Year Award.
a total for the year of 8.6p, a 29% increase over last year. The final dividend will be paid on 1 September 1998 to shareholders on the register at the close of business on 14 August 1998.
John Elfed Jones CBE DL Chairman
International Greetings |
1 | 60036013_b0 | 60036013 | development of this business, the company has entered into long term licence agreements with Disney Consumer Products (Europe, Middle East & Africa) S.A. and representatives of Mattel and Hasbro, the principal former product licensors of the acquired business.
35
International Greetings PLC
36
notice of annual general meeting
N otice is hereby given that the annual General Meeting of International Greeting PLC will be held at Belgrave House, The Merlin Centre, Acrewood Way, St Albans, Herts AL4 0JY on 25 August 1998 at 10.00am for the following purposes:
Ordinary business
1. to receive the accounts for the year ended 31 March 1998 with the reports of the directors and auditors thereon;
2. to re-elect JE Jones as a director; 3. to re-appoint KPMG Audit Plc as auditors of the company
and to authorise the directors to fix their remuneration; 4. to declare a final dividend.
Notes: a) a member entitled to vote and attend a the meeting
may appoint one or more proxies to attend and, on a poll, vote on his/her behalf;
b) the Register of Directors' Interests and Shares will, together with the Directors' Service Contracts, be available for inspection during usual business hours on any weekday a the registered office from this date until the date of the Annual General Meeting.
Special business
To consider and if thought fit, to pass the following resolution:
5. that the directors be granted power for the period from the passing of this resolution until the conclusion of the next Annual General Meeting of the company pursuant to section 95 of the Companies Act 1985 ("the Act") to allot equity securities (within the meaning of Section 94 of the Act ) for cash, as if section 89(1) of the Act did not apply to any such allotment and the directors shall be entitled to make at any time prior to the expiry of the power hereby conferred any offer or agreement which would or might require equity securities to be allotted after the expiry of such approval, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal value of £33,026, representing 5% of the issued share capital of the company as at the date hereof.
By order of the Board
M Collini 31 July 1998
International Greetings PLC
|
1 | 60036013_b1 | 60036013 | 1,030) (3,809)
Cash flow £000
(1) (1,371) (1,372) (1,033)
(32) 213 (852) (2,224)
Exchange movement
£000
-- 41 41 -- --
5 5 46
Other changes
£000
-- -- -- -- -- (650) (650) (650)
At 31 March
1998 £000
-- (4,110) (4,110) (1,603)
(198) (726) (2,527) (6,637)
30. Post balance sheet events
On 30 April 1998 the group acquired the business of The Cracker Company Limited, a manufacturer of confectionery and games Christmas crackers. The maximum cash consideration was £200,000 of which £100,000 was paid on completion with two further instalments due in October 1998 and December 1998.
On 13 July 1998, the group acquired the UK business of Copywrite Limited (In Administrative Receivership), a children's character stationery business, from the Receiver for a cash consideration of £2.1 million. In order to secure the future development of this business, the company has entered into long term licence agreements with Disney Consumer Products (Europe, Middle East & Africa) S.A. and representatives of Mattel and Hasbro, the principal former product licensors of the acquired business.
35
International Greetings PLC
36
notice of annual general meeting
N otice is hereby given that the annual General Meeting of International Greeting PLC will be held at Belgrave House, The Merlin Centre, Acrewood Way, St Albans, Herts AL4 0JY on 25 August 1998 at 10.00am for the following purposes:
Ordinary business
1. to receive the accounts for the year ended 31 March 1998 with the reports of the directors and auditors thereon;
2. to re-elect JE Jones as a director; 3. to re-appoint KPMG Audit Plc as auditors of the company
and to authorise the directors to fix their remuneration; 4. to declare a final dividend.
Notes: a) a member entitled to vote and attend a the meeting
may appoint one or more proxies to attend and, on a poll, vote on his/her behalf; |
1 | 60036503_0 | 60036503 | COMPEL GROUP PLC ANNUAL REPORT 1998
FINAL
Contents
Financial Highlights Chairman's Statement Operating Review Financial Review Corporate Governance Review Report on Corporate Governance Report of the Remuneration Committee The Board of Directors Report of the Directors Report of the Auditors Accounting Policies Consolidated Profit and Loss Account Consolidated Balance Sheet Company Balance Sheet Consolidated Cash Flow Statement Notes to the Accounts Company Information Group Information
10-Sep-98
Page 2 3 4 8 9 10 11 13 14 17 18 20 21 22 23 24 39 40
- 1 -
FINAL
Financial Highlights
FINANCIAL HIGHLIGHTS
Turnover Operating Profit Profit before Taxation Earnings per Share
10-Sep-98
1998 £'000 210,003 9,742 9,021 21.8p
1997 £'000 111,792 5,307 5,057 16.4p
Growth
88% 84% 78% 33%
FIVE YEAR RECORD
Turnover Gross Profit Operating Profit Profit before Taxation Profit after Taxation Net Assets Earnings per Share*
1994 £'000 54,542 10,042 2,358 2,062 1,305
566 10.0p
1995 £'000 70,019 11,970 2,898 2,684 1,744 4,071 11.4p
1996 £'000
1997 £'000
85,620 111,792
14,773 21,729
3,449 5,307
3,235 5,057
2,101 3,263
5,475 8,732
13.1p 16.4p
1998 £'000 210,003 39,464 9,742 9,021 6,044 12,995 21.8p
* Earnings per share have been adjusted in respect of the capital reorganisation in 1994 and the rights issue in 1997.
- 2 -
FINAL
10-Sep-98
Chairman's Statement
I am pleased to report an excellent set of results for Compel Group for the year ended 30 June 1998. We have, once again, significantly increased our turnover, profit and earnings per share to record levels.
Our achievements were balanced throughout the Group, with all businesses performing well. Organic growth was strong, arising from both existing and new |
1 | 60036503_1 | 60036503 |
566 10.0p
1995 £'000 70,019 11,970 2,898 2,684 1,744 4,071 11.4p
1996 £'000
1997 £'000
85,620 111,792
14,773 21,729
3,449 5,307
3,235 5,057
2,101 3,263
5,475 8,732
13.1p 16.4p
1998 £'000 210,003 39,464 9,742 9,021 6,044 12,995 21.8p
* Earnings per share have been adjusted in respect of the capital reorganisation in 1994 and the rights issue in 1997.
- 2 -
FINAL
10-Sep-98
Chairman's Statement
I am pleased to report an excellent set of results for Compel Group for the year ended 30 June 1998. We have, once again, significantly increased our turnover, profit and earnings per share to record levels.
Our achievements were balanced throughout the Group, with all businesses performing well. Organic growth was strong, arising from both existing and new customers, and we made three acquisitions during the year, which have all contributed successfully.
There have been a number of changes to the Board of Directors:
· On 30 September 1997, Gordon Towell resigned as a non-executive director, after serving in this role for two-and-a-half years; he was replaced on 1 October by Gus Moore, who has since made a valuable contribution.
· Ron Clark, our non-executive Deputy Chairman has been specified as our senior nonexecutive director.
· On 23 March 1998, Mark Howling joined the Board and took up the position of Managing Director of Compel PLC, our subsidiary which provides managed desktop services. Mark has settled well into his new role and has already made a material impact.
· On 30 June 1998, John Kemp retired. John has worked in the Group since 1990 and has been a main board director since 1991. Over this period, he has made a substantial contribution to the success of the business and we wish him a long and happy retirement. Mark Howling has assumed John's responsibilities.
· Bill Joss has broadened his current role, becoming Business Development Director. Bill is focusing upon winning major new customers, increasing the group wide penetration of our existing |
1 | 60036503_2 | 60036503 | customers, and we made three acquisitions during the year, which have all contributed successfully.
There have been a number of changes to the Board of Directors:
· On 30 September 1997, Gordon Towell resigned as a non-executive director, after serving in this role for two-and-a-half years; he was replaced on 1 October by Gus Moore, who has since made a valuable contribution.
· Ron Clark, our non-executive Deputy Chairman has been specified as our senior nonexecutive director.
· On 23 March 1998, Mark Howling joined the Board and took up the position of Managing Director of Compel PLC, our subsidiary which provides managed desktop services. Mark has settled well into his new role and has already made a material impact.
· On 30 June 1998, John Kemp retired. John has worked in the Group since 1990 and has been a main board director since 1991. Over this period, he has made a substantial contribution to the success of the business and we wish him a long and happy retirement. Mark Howling has assumed John's responsibilities.
· Bill Joss has broadened his current role, becoming Business Development Director. Bill is focusing upon winning major new customers, increasing the group wide penetration of our existing customers and developing international sales through GlobalServe, our international alliance.
The performance of the employees of the Group has, once more, been exceptional and I should like to thank them all for their tremendous efforts. Retaining and motivating our staff and attracting high calibre new recruits is key to the growth and success of the Group. In this context, at the AGM, we are proposing amendments to our existing share option schemes and the setting up of an employee share ownership trust.
Our mission is unchanged. We aim to be the UK's leading provider of quality IT services to major users. Our strategy to achieve this is to develop a group of customer focused businesses, providing a full range of comprehensive, flexible and integrated services to the highest standards.
The market which the Group addresses remains healthy and we believe that it will continue to grow for the foreseeable future. Our businesses are strong and we believe they will continue to increase their share of this growing market. The Board considers the prospects for the Group are very good.
NEVILLE DAVIS Chairman
15 September 1998
- 3 -
FINAL
10-Sep-98
Operating Review
FOR THE YEAR ENDED 30 JUNE 1998
O V E R V I |
1 | 60036503_3 | 60036503 | customers and developing international sales through GlobalServe, our international alliance.
The performance of the employees of the Group has, once more, been exceptional and I should like to thank them all for their tremendous efforts. Retaining and motivating our staff and attracting high calibre new recruits is key to the growth and success of the Group. In this context, at the AGM, we are proposing amendments to our existing share option schemes and the setting up of an employee share ownership trust.
Our mission is unchanged. We aim to be the UK's leading provider of quality IT services to major users. Our strategy to achieve this is to develop a group of customer focused businesses, providing a full range of comprehensive, flexible and integrated services to the highest standards.
The market which the Group addresses remains healthy and we believe that it will continue to grow for the foreseeable future. Our businesses are strong and we believe they will continue to increase their share of this growing market. The Board considers the prospects for the Group are very good.
NEVILLE DAVIS Chairman
15 September 1998
- 3 -
FINAL
10-Sep-98
Operating Review
FOR THE YEAR ENDED 30 JUNE 1998
O V E R V I E W
Compel Group is one of the UK's leading IT services organisations; we provide integrated systems and services to major end users throughout the UK.
Our principal market areas are those related to networked PCs and mid-range systems. Our activities encompass the provision of systems, operating systems, standard software, consultancy, project management, installation, training, support, rental and outsourcing. The key element in our approach is that we deliver these services in an integrated fashion and increasingly we are providing them to our customers by way of an overall outsourced managed service.
The Group has three businesses: Compel, Hamilton Systems and Hamilton Rentals. These businesses, which are discussed in detail on the following pages, work together to meet customer needs.
All parts of the Group share certain key philosophies and approaches:
·
Customer Orientation
We are a customer centric organisation, placing the needs of our customers right at the heart
of our business and developing long term relationships with them to meet their evolving
needs. Our focus on major end users enhances our ability to deliver a cost effective, yet
tailored service to each customer.
·
Quality
We are seriously committed to real quality - |
1 | 60036503_b0 | 60036503 | Andrew J Lee Finance Director
William A Joss Business Development Director
David P Frankling Managing Director Hamilton Rentals plc
Mark I Howling Managing Director Compel PLC
Sir Michael Bett*
Peter A Moore*
*Independent Non-Executive ** Senior Independent Non-Executive
Secretary Andrew J Lee
Registered Office
Millennium Place, 2 Swiftfields Welwyn Garden City Hertfordshire AL7 1HP
Registered Number 2545945
Auditors
KPMG Audit Plc 8 Salisbury Square London EC4Y 8BB
Bankers
Lloyds Bank Plc Corporate & Institutional Banking PO Box 787 St Georges House 6-8 Eastcheap London EC3M 1LL
Solicitors
Laytons Carmelite 50 Victoria Embankment London EC4Y 0LS
Stockbrokers and Financial Advisers
SG Securities (London) Ltd Exchange House Primrose Street Broadgate London EC2A 2DD
Registrars
Lloyds Bank Registrars The Causeway Worthing West Sussex BN99 6DA
- 39 -
FINAL
Group Information
Businesses Desktop systems and services
10-Sep-98
Desktop systems and services in Scotland Mid-range systems and services
Head Office Operational Centres
Internet: E-mail:
Short term rental of desktop and mid-range systems
Desktop and mid-range systems and services throughout the World Compel Group PLC Millennium Place, 2 Swiftfields Welwyn Garden City, Hertfordshire, AL7 1HP
Telephone: 01707 288000 Facsimile: 01707 288001
Scotland
- Aberdeen
Glasgow
Livingstone
North East - Gateshead
North West - Warrington
Midlands
- Coleshill
Sutton Coldfield
South East
- Welwyn Garden City Hatfield
London
- City of London
Wembley
South
- Camberley
www.compel.co.uk www.hamilton.co.uk www. globalserve.org
info@compel.co.uk info@compelscotland.co.uk info@hamilton.co.uk
- 40 -
|
1 | 60036503_b1 | 60036503 | draft
Debt due after one year Debt due within one year Loan notes Finance leases
Total
At 1 July 1997
£'000 4,154
_____ 4,154 (4,600)
(400) (1,487)
(34) ______ (2,367) ______
Cash flow
£'000 (2,988) (2,745) _______ (5,733)
400
40 ______ (5,293) ______
Acquisition (excluding
cash and overdrafts)
£'000
(55) _____ (55) _____
Other non-cash changes
At 30 June 1998
£'000
500 (500) (679) (68) _____ (747) _____
£'000
1,166
(2,745) _______
(1,579)
(4,100)
(500)
(2,166)
(117) ______
(8,462) ______
- 38 -
FINAL
10-Sep-98
Company Information
Directors Neville Davis Chairman and Chief Executive
Ronald Clark** Deputy Chairman
Andrew J Lee Finance Director
William A Joss Business Development Director
David P Frankling Managing Director Hamilton Rentals plc
Mark I Howling Managing Director Compel PLC
Sir Michael Bett*
Peter A Moore*
*Independent Non-Executive ** Senior Independent Non-Executive
Secretary Andrew J Lee
Registered Office
Millennium Place, 2 Swiftfields Welwyn Garden City Hertfordshire AL7 1HP
Registered Number 2545945
Auditors
KPMG Audit Plc 8 Salisbury Square London EC4Y 8BB
Bankers
Lloyds Bank Plc Corporate & Institutional Banking PO Box 787 St Georges House 6-8 Eastcheap London EC3M 1LL
Solicitors
Laytons Carmelite 50 Victoria Embankment London EC4Y 0LS
Stockbrokers and Financial Advisers
SG Securities (London) Ltd Exchange House Primrose Street Broadgate London EC2A 2DD
Registrars
Lloyds Bank Registrars The Causeway Worthing West Sussex BN99 6DA
- 39 -
FINAL
|
1 | 60037411_0 | 60037411 | Annual Report
1997
47
Annual General Meeting
Contents
Time and place The Annual General Meeting will be held on Friday 15 May 1998 at 3.00 p.m. in the HB Hall in Höganäs.
Right to attend Shareholders wishing to attend and vote at the Meeting must
be entered in the share register, have notified the company.
Registration Shareholders must have had their names entered in the share register kept by the Värdepapperscentral VPC AB (the Swedish Securities Register Centre) not later than ten days before the Meeting. A shareholder who has had his shares registered as held in trust by a nominee must have them temporarily re-registered in his own name not later than ten days before the Meeting.
Notification Shareholders wishing to attend the Meeting must give notice in writing to Höganäs AB, S-263 83 Höganäs, Sweden, or by telephone to +46-42-33 80 59 (direct line) by 4.00 p.m. Swedish Summer Time (1400 GMT) on Monday 11 May 1998. Notifications must state the shareholder's name, personal or corporate identity number, address, telephone number and shareholding.
Dividend The dividend proposed by the Board of Directors for 1997 is SEK 5.00 per share, and the date of record will be Wednesday 20 May 1998. If the Annual General Meeting adopts the proposal it is expected that dividends will be distributed by the VPC on Thursday 28 May 1998.
Financial information Financial information from Höganäs AB is published in Swedish and English. The reports may be ordered from Höganäs AB, S-263 83 Höganäs, Sweden, or by telephone +46-42-33 80 59 (direct line), or by telefax +46-42-33 80 80. During the 1998 financial year, interim reports will be published on 20 April (3 months), 16 July (6 months) and 16 October (9 months).
During 1998, financial information from Höganäs AB will appear on the Internet, address: http://www.huginonline.com/HOGA.
Summary ______________________ 1 Höganäs AB's Bicentenary ________ 2 Chief Executive Officer __________ 4 Five years in brief _______________ 6 Share data _____________________ 7
Group description _____________ 8 Personnel and Organizational Development ___ 10 Quality |
1 | 60037411_1 | 60037411 | ividend The dividend proposed by the Board of Directors for 1997 is SEK 5.00 per share, and the date of record will be Wednesday 20 May 1998. If the Annual General Meeting adopts the proposal it is expected that dividends will be distributed by the VPC on Thursday 28 May 1998.
Financial information Financial information from Höganäs AB is published in Swedish and English. The reports may be ordered from Höganäs AB, S-263 83 Höganäs, Sweden, or by telephone +46-42-33 80 59 (direct line), or by telefax +46-42-33 80 80. During the 1998 financial year, interim reports will be published on 20 April (3 months), 16 July (6 months) and 16 October (9 months).
During 1998, financial information from Höganäs AB will appear on the Internet, address: http://www.huginonline.com/HOGA.
Summary ______________________ 1 Höganäs AB's Bicentenary ________ 2 Chief Executive Officer __________ 4 Five years in brief _______________ 6 Share data _____________________ 7
Group description _____________ 8 Personnel and Organizational Development ___ 10 Quality _____________________ 11 Environment ________________ 12 Research and Development ____ 15
Application areas ___________ 17 Powders for Component Manufacture ______ 19 Powders for Welding Electrode Manufacture ________ 21 Powders for Chemical and Metallurgical Applications _____ 22 Powders for Thermal Coating _____________ 23
Administration report ___________ 24 Income statements _____________ 27 Balance sheets _________________ 28 Statements of changes in financial position ____________ 30 Notes ________________________ 31 Appropriation of profits _________ 39 Audit report ___________________ 40 Board of Directors _____________ 41 Senior executives and Auditors ___ 42 Addresses _____________________ 43
48
Summar y
Invoicing +16% Income before tax + 26% Equity/assets ratio improved from 48 to 54 per cent Dividend of SEK 5.00 per share proposed (4.50)
Group Net sales, SEK M % of net sales outside Sweden Income before tax, SEK M Operating margin, % Return on capital employed, % Equity/assets ratio, % Debt/equity ratio Earnings per share, SEK Average number of employees
1997 2,127
97 521 23.7 31.1
|
1 | 60037411_2 | 60037411 | _____________________ 11 Environment ________________ 12 Research and Development ____ 15
Application areas ___________ 17 Powders for Component Manufacture ______ 19 Powders for Welding Electrode Manufacture ________ 21 Powders for Chemical and Metallurgical Applications _____ 22 Powders for Thermal Coating _____________ 23
Administration report ___________ 24 Income statements _____________ 27 Balance sheets _________________ 28 Statements of changes in financial position ____________ 30 Notes ________________________ 31 Appropriation of profits _________ 39 Audit report ___________________ 40 Board of Directors _____________ 41 Senior executives and Auditors ___ 42 Addresses _____________________ 43
48
Summar y
Invoicing +16% Income before tax + 26% Equity/assets ratio improved from 48 to 54 per cent Dividend of SEK 5.00 per share proposed (4.50)
Group Net sales, SEK M % of net sales outside Sweden Income before tax, SEK M Operating margin, % Return on capital employed, % Equity/assets ratio, % Debt/equity ratio Earnings per share, SEK Average number of employees
1997 2,127
97 521 23.7 31.1
54 0.35 14.30 1,031
1996 1,839
97 414 22.6 27.7 48 0.47 11.10 1,072
1
Höganäs AB's Bicentenary
For Höganäs, 1997 was largely shaped by the company's Bicentenary, which was celebrated in the course of some memorable weeks in the early summer. The jubilee was observed in many forms and
aroused attention far beyond Sweden's borders. During the summer of 1997, close to 30,000 people from more than fifty countries came calling on Höganäs.
One of the trainloads of visitors cruises past the flags of all visiting nations.
2
The parties for the employees and their partners will long be remembered.
Guests attending the Jubilee Dinner for customers and suppliers.
The number of people attending the Annual General Meeting was a record.
The cruise ship "Nordnorge" served
as a hotel and restaurant.
Hostesses and hosts.
Seminars were laid on for schoolteachers, and literature on the past, present and future of the company was distributed to all the schools in the |
1 | 60037411_3 | 60037411 | 54 0.35 14.30 1,031
1996 1,839
97 414 22.6 27.7 48 0.47 11.10 1,072
1
Höganäs AB's Bicentenary
For Höganäs, 1997 was largely shaped by the company's Bicentenary, which was celebrated in the course of some memorable weeks in the early summer. The jubilee was observed in many forms and
aroused attention far beyond Sweden's borders. During the summer of 1997, close to 30,000 people from more than fifty countries came calling on Höganäs.
One of the trainloads of visitors cruises past the flags of all visiting nations.
2
The parties for the employees and their partners will long be remembered.
Guests attending the Jubilee Dinner for customers and suppliers.
The number of people attending the Annual General Meeting was a record.
The cruise ship "Nordnorge" served
as a hotel and restaurant.
Hostesses and hosts.
Seminars were laid on for schoolteachers, and literature on the past, present and future of the company was distributed to all the schools in the municipality.
3
The 1997 income before tax became The rise in the volume of powder for
SEK 521 M, an increase of SEK 107 M use in the metallurgical and chemical
or 26 per cent on the previous year. industries was close on 20 per cent.
The volume increase came to 9 per This excludes deliveries of semi manu-
cent. The improvement in income factures, which have held steady. In
was mainly due to increased vol- this field of application the volume
umes and higher productivity. increase pertained mainly to powder
Market
for pocket warmers and for alloying
Powders for component manu- in metallurgical industry. Develop-
facture (press powders), which ment efforts were concentrated to
make up about two-thirds of applications with good prospects of
the total volume, grew by
growth in the longer term, one exam-
11 per cent. The automot- ple being the purification of gases
ive industry, which is the
and liquids.
end-user for about 70 per
The development of powders for
cent of |
1 | 60037411_b0 | 60037411 | ran Wastenson
China
Höganäs (China) Ltd 102 #, Qing An Road Qingpu Shanghai 201700 Phone +86 21 592 040 12 Fax +86 21 592 009 94 Managing Director: Holger Persson
Spain
Höganäs Ibérica S.A. C/Princesa, 47-3°A E-280 08 Madrid Phone +34 91 559 02 84 Fax +34 91 541 60 79 Managing Director: Ramón Martínez
Great Britain
Höganäs (Great Britain) Ltd Rycote Place 30/38 Cambridge Street Aylesbury Bucks HP20 1RS Phone +44 1296 486 646 Fax +44 1296 437 529 Managing Director: Fred Belcher
Höganäs Korea Ltd (7th fl Kunwoo Building 120 Nonhyun-dong Kangnam-ku) Young Dong P.O. Box 990 Seoul 135-010 Phone +82 2 511 43 44 Fax +82 2 548 25 92 Managing Director: Holger Persson
Taiwan R.O.C.
Höganäs Taiwan Ltd Cheng Ta Building 7F-1, 37 Ming Chuan East Road, Sec 3 Taipei Phone +886 2 2 506 72 82 Fax +886 2 2 504 26 36 Managing Director: Holger Persson
Germany
Höganäs GmbH Grafenberger Allee 56 D-40237 Düsseldorf Phone +49 211 99 17 80 Fax +49 211 991 78 35 Managing Director: Günter Pache
Division Hettiger Schweisstechnik An der Röthe 3 D-97837 Erlenbach Phone +49 9391 4086 Fax +49 9391 7689 Manager: Mario Kaluscha
Associated companies
U.S.
Hoeganaes Corporation River Road and Taylors Lane P.O. Box 271 Riverton, N.J. 08077 Phone +1 609 829 22 20 Fax +1 609 786 25 74 President: Robert J. Fulton
Produced by: AdEra Syd AB, Ljungby, Sweden Printed by: Ruter Press, Laholm, Sweden
43
46
Höganäs AB (publ), S-263 83 Höganäs
|
1 | 60037411_b1 | 60037411 | 68 28 57 75 Managing Director: Dr. Pierre Boisot
France
Höganäs France S.A. 1117, Avenue Edouard Herriot B.P. 117 F-69654 Villefranche-sur-Saône Cedex Phone +33 474 02 97 50 Fax +33 474 60 63 61 Marketing Manager: Gilles Gachot
India
Höganäs India Ltd Ganga Commerce 4, North Main Road Koregaon Park Pune 411 001 Phone +91 212 63 07 61/64 Fax +91 212 63 07 65 Managing Director: Virendra K Sud
Höganäs Italia S.r.l. Via Privata Arata, 5/6 I-16035 Rapallo (Genova) Phone +39 185 23 00 33 Fax +39 185 27 04 77 Marketing Manager: Felice Ursino
Japan
Höganäs Japan K.K. 5th fl. Tanabe Building 13-16, Akasaka, 3-Chome, Minato-ku Tokyo 107-0052 Phone +81 3 3582-8280 Fax +81 3 3584-9087 Managing Director: Göran Wastenson
China
Höganäs (China) Ltd 102 #, Qing An Road Qingpu Shanghai 201700 Phone +86 21 592 040 12 Fax +86 21 592 009 94 Managing Director: Holger Persson
Spain
Höganäs Ibérica S.A. C/Princesa, 47-3°A E-280 08 Madrid Phone +34 91 559 02 84 Fax +34 91 541 60 79 Managing Director: Ramón Martínez
Great Britain
Höganäs (Great Britain) Ltd Rycote Place 30/38 Cambridge Street Aylesbury Bucks HP20 1RS Phone +44 1296 486 646 Fax +44 1296 437 529 Managing Director: Fred Belcher
Höganäs Korea Ltd (7th fl Kunwoo Building 120 Nonhyun-dong Kangnam-ku) Young Dong P.O. Box 990 Seoul 135-010 Phone +82 2 511 43 44 Fax +82 2 548 25 92 Managing Director: Holger Persson
Taiwan R.O.C.
Höganäs Taiwan Ltd Cheng Ta Building 7F-1, |
1 | 60038738_0 | 60038738 | Report & Accounts 1998
"Sharing in our future..."
"Meeting the Demand..."
"Strength through People..."
"Focused on Quality..."
"Business Services across Europe..."
from left to right
Vernon Thomas Hays DX Tarin D'Este-Appleby Hays Accountancy Personnel Dave Dyer Hays Logistics (UK)
Hays · 1/10/98 · Proof 6-1: Review
Hays provides business-to-business services 24 hours a day to industrial,
commercial and professional customers under the three core activities Distribution, Commercial and Personnel services.
Contents
1 Financial highlights
2 Chairman's statement
4 Group Managing Director's summary
6 Review of operations: Distribution
12
Commercial
16
Personnel
20 Board of Directors
22 Directors and corporate information 23 Shareholders' information 24 Financial contents 25 Report of the Directors 29 Corporate governance 31 Statement of Directors' responsibilities 32 Auditors' report on corporate
governance matters 33 Auditors' report on financial statements 34 Consolidated profit and loss account 35 Consolidated balance sheet 36 Company balance sheet 37 Consolidated cash flow statement 38 Statement of total recognised
gains and losses 38 Reconciliation of movements in equity
shareholders' interests 39 Accounting policies 41 Notes to the accounts 58 Five year summary 59 Notice of meeting 61 Company details
Hays · 1/10/98 · Proof 6-1: Review
Hays concentrates on activities which display
most of the following characteristics:
Leading position in growth markets Provision of essential and added value services Repeat business Long-standing customer relationships High quality customers Significant barriers to entry Advantages of scale Strong cash flow High return on capital
Hays · 1/10/98 · Proof 6-1: Review
Financial highlights
HAYS plc 1
Profit before tax up 30% before exceptional items Earnings per share up 29% before exceptional items Dividend per share up 15% Over £216 million invested in acquisitions and
capital expenditure
Over £53 million cash generated after all outgoings
other than acquisitions
Profit before tax* £'s millions
* Adjusted for exceptional items
Earnings per ordinary share* pence
Net dividend per ordinary share pence
Hays · 1/10/98 · Proof 6-1: Review |
1 | 60038738_1 | 60038738 | ains and losses 38 Reconciliation of movements in equity
shareholders' interests 39 Accounting policies 41 Notes to the accounts 58 Five year summary 59 Notice of meeting 61 Company details
Hays · 1/10/98 · Proof 6-1: Review
Hays concentrates on activities which display
most of the following characteristics:
Leading position in growth markets Provision of essential and added value services Repeat business Long-standing customer relationships High quality customers Significant barriers to entry Advantages of scale Strong cash flow High return on capital
Hays · 1/10/98 · Proof 6-1: Review
Financial highlights
HAYS plc 1
Profit before tax up 30% before exceptional items Earnings per share up 29% before exceptional items Dividend per share up 15% Over £216 million invested in acquisitions and
capital expenditure
Over £53 million cash generated after all outgoings
other than acquisitions
Profit before tax* £'s millions
* Adjusted for exceptional items
Earnings per ordinary share* pence
Net dividend per ordinary share pence
Hays · 1/10/98 · Proof 6-1: Review
2 HAYS plc
Chairman's statement
"The commitment and enthusiasm of our management
and staff is fundamental to the success of Hays."
Ronnie Frost
Chairman
Financial Highlights
The Group's profit before tax and exceptional items has risen by 30% to £201.2m. Each of our three core activities has made a significant contribution to the growth that has been achieved. Earnings per share, pre exceptional items, have increased by a record 29% to 33.9p.
The exceptional items of £3.9m relate to rationalisation and restructuring costs following the acquisition of new businesses and small losses on the disposal of certain non core activities offset by the profit on sale of our parcels business Hays Express. The net effect of foreign currency translation differences reduced profit by £2.5m.
The Group has continued to generate the strong cash flow on which our growth will continue to be based. After spending a total of £216m on acquisitions and capital projects in the year, gearing stands at 72% and interest is covered 22 times by operating profit compared to 19 times in the previous year.
Dividends
On 29 May 1998 an interim dividend of 3.45p per |
1 | 60038738_2 | 60038738 |
2 HAYS plc
Chairman's statement
"The commitment and enthusiasm of our management
and staff is fundamental to the success of Hays."
Ronnie Frost
Chairman
Financial Highlights
The Group's profit before tax and exceptional items has risen by 30% to £201.2m. Each of our three core activities has made a significant contribution to the growth that has been achieved. Earnings per share, pre exceptional items, have increased by a record 29% to 33.9p.
The exceptional items of £3.9m relate to rationalisation and restructuring costs following the acquisition of new businesses and small losses on the disposal of certain non core activities offset by the profit on sale of our parcels business Hays Express. The net effect of foreign currency translation differences reduced profit by £2.5m.
The Group has continued to generate the strong cash flow on which our growth will continue to be based. After spending a total of £216m on acquisitions and capital projects in the year, gearing stands at 72% and interest is covered 22 times by operating profit compared to 19 times in the previous year.
Dividends
On 29 May 1998 an interim dividend of 3.45p per share (net) was paid. A final dividend of 7.25p per share (net) is proposed for the year to 30 June 1998 to be paid on 30 November 1998 to shareholders on the register at 30 October 1998. The total dividend for the year amounts to 10.7p per share (net), a rise of 15%.
The increase in dividend continues the Board's policy of providing shareholders with a steadily rising income, while meeting the reasonable needs of the business for its growth. The dividends are covered 3.1 times by earnings.
New Contracts
Substantial organic growth has been achieved in the year supported by the winning of many important new contracts. The most notable contracts awarded to Hays in the last six months were: Carrefour - In February 1999 a new chilled platform
will open at Lyon for the management of meat, fish, dairy and other perishable products for Carrefour. National Westminster Bank - Hays Information Management has won a major new records management contract. ICL - Hays Personnel have won a unique contract to provide a comprehensive permanent recruitment service covering IT and other staff for ICL.
In addition Hays has renewed a substantial contract to staff and operate a call centre for a major utility whereby we handle |
1 | 60038738_3 | 60038738 | share (net) was paid. A final dividend of 7.25p per share (net) is proposed for the year to 30 June 1998 to be paid on 30 November 1998 to shareholders on the register at 30 October 1998. The total dividend for the year amounts to 10.7p per share (net), a rise of 15%.
The increase in dividend continues the Board's policy of providing shareholders with a steadily rising income, while meeting the reasonable needs of the business for its growth. The dividends are covered 3.1 times by earnings.
New Contracts
Substantial organic growth has been achieved in the year supported by the winning of many important new contracts. The most notable contracts awarded to Hays in the last six months were: Carrefour - In February 1999 a new chilled platform
will open at Lyon for the management of meat, fish, dairy and other perishable products for Carrefour. National Westminster Bank - Hays Information Management has won a major new records management contract. ICL - Hays Personnel have won a unique contract to provide a comprehensive permanent recruitment service covering IT and other staff for ICL.
In addition Hays has renewed a substantial contract to staff and operate a call centre for a major utility whereby we handle customer telephone calls from throughout the UK.
In an increasingly competitive environment, our customers are understandably becoming even more demanding. The success that has been achieved in winning new contracts demonstrates our ability to design innovative solutions and to offer a wide range of sophisticated business services in the UK and elsewhere in Europe. Our competitive position has been enhanced substantially by our ability to offer strong management and services in more than one country.
Acquisitions
The acquisitions that have been made in the year reflect the Board's commitment to prudent development of the Group's three core activities throughout Europe. In all
Hays · 1/10/98 · Proof 6-1: Review
Chairman's statement
HAYS plc 3
A Record Performance
three cores acquisitions have extended or strengthened our activities outside the UK whilst in Commercial we have taken our first steps to develop a significant Business Process Outsourcing operation.
The principal acquisitions in the year have been:-
Distribution FDS and Van der Heijden were acquired on 19 August
1997 for £93.4m. We now have a strong position in retail supply chain logistics in France and Benelux. The Sodibelco Group was acquired on 20 March 1998 for a maximum total consideration |
1 | 60038738_b0 | 60038738 | Hays · 2/10/98 · Proof 5-2: Accounts
66 HAYS plc
Company details
Personnel continued
HAYS INTER-SELECTION
The market-leading specialist consultancy with 11 offices throughout the UK, offering services to the insurance and financial services sectors. It provides innovative and pioneering recruitment solutions for its blue chip customer base.
HAYS RICHARD OWEN
A provider of flexible recruitment services to the legal profession, with expertise in private practice and in-house recruitment of partners, newly admitted solicitors, in-house counsel, company secretaries and legal executives.
HAYS IT
Provides computing and electronics personnel to clients at the leading edge of information technology, including those involved in financial/commercial systems development and telecommunications. Hays IT has 8 offices across the UK and also provides services to a European customer base from its office located in The Hague.
HAYS READ CARROLL
Recruits marketing personnel across the UK, sourcing specialists as well as more general sales and marketing professionals.
HAYS ALPHA
Operates from Paris and specialises in the recruitment of banking, insurance and finance personnel throughout France.
HAYS EXECUTIVE
Provides a senior management search and selection service. Targeted searches and advertising are used to identify high quality candidates across a range of disciplines and sectors in commerce, industry, the professions and the public sector.
HAYS INTERNATIONAL
Provides key personnel at professional and managerial levels across all business sectors worldwide on both a permanent and interim management basis. With offices in London, Hamburg, The Hague, Paris and Prague, a team of specialist multilingual consultants recruits for local and global organisations, from blue chip multinationals in key western European centres of commerce and industry, through to the satellite offices of the world's largest accountancy firms and to enterprising, growing companies in eastern and central Europe.
Hays · 2/10/98 · Proof 5-2: Accounts
A MERCHANT CORPORATE DESIGN production Designed by MAGEE & COMPANY Photography by PAUL VENNING Portraits by JIM FORREST Printed by CTD
"Investing for Growth..."
"Sharing in our future..."
"Meeting the Demand..."
"Committed to Service..."
"A Solid Performance..."
Hays House, Millmead Guildford, Surrey GU2 5HJ
01483 302203
|
1 | 60038738_b1 | 60038738 | enabling qualified and part qualified accountants to meet with representatives from leading employers.
HAYS ACCOUNTANCY PERSONNEL AUSTRALIA
Mirrors the UK service. Operating from 14 offices including those in Sydney, Melbourne, Brisbane, Adelaide, Canberra and Perth it also provides candidates for executive and banking appointments.
HAYS BANKING PERSONNEL
The City's leading specialist recruiter for financial institutions, supplying permanent and temporary operations and support staff. Further strengthening its reputation is Hays Investment Personnel, dedicated to the recruitment of operations staff for integrated securities houses.
HAYS RECRUITMENT
Provides on-site recruitment solutions for the rapidly expanding call centre industry. Our service provides clients with fully trained and experienced staff to handle the demanding workloads of any call centre, from a small 10 seat facility to the largest manned by over 1,000 people.
HAYS MONTROSE
The largest supplier of staff to the construction and property sectors with 22 offices in the UK and the Republic of Ireland. Exclusive recruitment agreements with key organisations such as the Chartered Institute of Building and the Chartered Institution of Building Services Engineers illustrate the integrity and respect that Hays Montrose is accorded within this field.
Hays · 2/10/98 · Proof 5-2: Accounts
66 HAYS plc
Company details
Personnel continued
HAYS INTER-SELECTION
The market-leading specialist consultancy with 11 offices throughout the UK, offering services to the insurance and financial services sectors. It provides innovative and pioneering recruitment solutions for its blue chip customer base.
HAYS RICHARD OWEN
A provider of flexible recruitment services to the legal profession, with expertise in private practice and in-house recruitment of partners, newly admitted solicitors, in-house counsel, company secretaries and legal executives.
HAYS IT
Provides computing and electronics personnel to clients at the leading edge of information technology, including those involved in financial/commercial systems development and telecommunications. Hays IT has 8 offices across the UK and also provides services to a European customer base from its office located in The Hague.
HAYS READ CARROLL
Recruits marketing personnel across the UK, sourcing specialists as well as more general sales and marketing professionals.
HAYS ALPHA
Operates from Paris and specialises in the recruitment of banking, insurance and finance personnel throughout France.
HAYS EXECUTIVE
Provides |
1 | 60038925_0 | 60038925 | Amstrad plc (formerly Betacom Plc) Annual Report & Accounts 1997/98
Contents
Directors and Advisers..................................................................................... 1 Chairman's Statement..................................................................................... 2 Corporate Governance..................................................................................... 3 Report of the Directors..................................................................................... 4 Report of the Remuneration Committee........................................................... 6 Statement of Directors Responsibilities............................................................ 8 Auditors' Report.............................................................................................. 9 Consolidated Profit and Loss Account............................................................ 10 Consolidated Balance Sheet........................................................................... 11 Company Balance Sheet................................................................................. 12 Consolidated Cash Flow Statement................................................................ 13 Notes to the Financial Statements.................................................................. 14 Financial Record............................................................................................ 23 Notice of Meeting.......................................................................................... 24 Form of Proxy................................................................................................ 26
Page: 1
[LP1]
Amstrad plc
[LP1] Directors and Advisers
Directors
A. M. Sugar DSc
Chairman
R. J. Watkins
Chief Executive
M. A. G. Bland BA ACA Finance & Operations Director
I. P. Saward BSc
Engineering Director
S. Sugar
Commercial Director
J. E. Samson F.Inst.P,C.Phys* Non-Executive Director
*Chairman of Remuneration
and Audit Committees
Non-Executive Director
Mr. J. E. Samson, aged 70, has many years experience working with Plessey Company plc, Standard Telephones and Cables plc (where he was a main board director) and General Electric Company plc where he was Managing Director of Hotpoint (1983 to 1989), a member of GEC Management Board (1984 to 1989) and Managing Director GEC Consumer Products Group (1985 to 1989). He was Group Managing Director of Yale and Valour plc between 1989 and 1991 and is a non executive director of a number of companies.
Company secretary and D. C. Riches ACMA ACIS, Brentwood House,
registered office
169 Kings Road, Brentwood, Essex CM14 4EF
Stockbrokers
Beeson Gregory Limited, The Registry, Royal Mint Court, London EC3N 4EY
Registered auditors
Deloitte & Touche, Chartered Accountants, Hill House, 1 Little New Street, London EC4A 3TR
Solicitors
Travers Smith Braithwa |
1 | 60038925_1 | 60038925 | .P,C.Phys* Non-Executive Director
*Chairman of Remuneration
and Audit Committees
Non-Executive Director
Mr. J. E. Samson, aged 70, has many years experience working with Plessey Company plc, Standard Telephones and Cables plc (where he was a main board director) and General Electric Company plc where he was Managing Director of Hotpoint (1983 to 1989), a member of GEC Management Board (1984 to 1989) and Managing Director GEC Consumer Products Group (1985 to 1989). He was Group Managing Director of Yale and Valour plc between 1989 and 1991 and is a non executive director of a number of companies.
Company secretary and D. C. Riches ACMA ACIS, Brentwood House,
registered office
169 Kings Road, Brentwood, Essex CM14 4EF
Stockbrokers
Beeson Gregory Limited, The Registry, Royal Mint Court, London EC3N 4EY
Registered auditors
Deloitte & Touche, Chartered Accountants, Hill House, 1 Little New Street, London EC4A 3TR
Solicitors
Travers Smith Braithwaite, 10 Snow Hill, London EC1A 2AL
Bankers
Lloyds Bank Plc, St. Georges House, 6/8 Eastcheap, London EC3M 1LL
Registrar
Independent Registrars Group plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ
Company number
Registered in England and Wales No. 955321
1
Amstrad plc
Chairman's Statement
Financial review Sales for the financial year ended 30th June, 1998 were £53.3million (1997 £43.1 million) with an operating loss before exceptional costs of £0.2million (1997 £1.8 million profit). A loss before tax of £1.1million compares with a £1.7 million profit before tax last year.
As part of the refocusing of the Company towards innovative products and in recognition of the fact that the Amstrad brand is the predominant brand of the Company, the name of the Company was changed from Betacom Plc to Amstrad plc on 25th November 1997.
As reported at the interim, |
1 | 60038925_2 | 60038925 | ite, 10 Snow Hill, London EC1A 2AL
Bankers
Lloyds Bank Plc, St. Georges House, 6/8 Eastcheap, London EC3M 1LL
Registrar
Independent Registrars Group plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ
Company number
Registered in England and Wales No. 955321
1
Amstrad plc
Chairman's Statement
Financial review Sales for the financial year ended 30th June, 1998 were £53.3million (1997 £43.1 million) with an operating loss before exceptional costs of £0.2million (1997 £1.8 million profit). A loss before tax of £1.1million compares with a £1.7 million profit before tax last year.
As part of the refocusing of the Company towards innovative products and in recognition of the fact that the Amstrad brand is the predominant brand of the Company, the name of the Company was changed from Betacom Plc to Amstrad plc on 25th November 1997.
As reported at the interim, exceptional costs of £0.9 million (1997 £nil) arose from the restructuring of the Company which included the relocation of the Company, the closure of the Enfield site and management changes.
The change in direction and expansion of the Company meant that the Enfield site was no longer adequate and in October 1997 the Company moved to Brentwood where the technical and design team were already based.
The Board of Directors recommend a maintained final dividend of 0.3p (1997 0.3p) per ordinary share to be paid on 4th December 1998 to shareholders on the register on 9th October 1998 which together with an interim dividend of 0.2p (1997 0.2p) per ordinary share paid on 7th April 1998 makes a total distribution of 0.5p (1997 0.5p) per ordinary share in respect of the year ended 30th June 1998.
The balance sheet remains strong with shareholders' funds of £11.9 million including cash of £7.2 million with a £7.0 million cash inflow in the year reflecting good working capital management. Stocks in particular have reduced significantly with stocks of £4.3 million at 30th June 1998 as compared to £13.9 million at 30th |
1 | 60038925_3 | 60038925 | exceptional costs of £0.9 million (1997 £nil) arose from the restructuring of the Company which included the relocation of the Company, the closure of the Enfield site and management changes.
The change in direction and expansion of the Company meant that the Enfield site was no longer adequate and in October 1997 the Company moved to Brentwood where the technical and design team were already based.
The Board of Directors recommend a maintained final dividend of 0.3p (1997 0.3p) per ordinary share to be paid on 4th December 1998 to shareholders on the register on 9th October 1998 which together with an interim dividend of 0.2p (1997 0.2p) per ordinary share paid on 7th April 1998 makes a total distribution of 0.5p (1997 0.5p) per ordinary share in respect of the year ended 30th June 1998.
The balance sheet remains strong with shareholders' funds of £11.9 million including cash of £7.2 million with a £7.0 million cash inflow in the year reflecting good working capital management. Stocks in particular have reduced significantly with stocks of £4.3 million at 30th June 1998 as compared to £13.9 million at 30th June 1997.
Operating Review The £10.2 million improvement in sales has mainly come from the sale of analogue satellite and cable TV products and strong television sales.
Outlook As stated in the Interim Statement this financial year has been a period of significant change for the Company with a deliberate move away from lower margin products towards the in-house development of new higher margin innovative products. A number of new innovative products are scheduled to come to market in the current financial year, a significant one of which is the digital satellite decoder for which the Company has already been awarded a contract from BSkyB. The Company has also entered an agreement with Cable & Wireless Communications to supply a new range of Telecom products to be sold under the Cable & Wireless brand into the UK retail market. The first sales of these products were made to retailers in August 1998.
Overall, with the refocusing of the business complete, the Company is now well placed to go forward in the current financial year and beyond.
During the year the Telecom product range has been rationalised and the significant stock of older range products sold off at low or negative margins which has had a significant impact on the reported operating loss before exceptional costs for the year but a positive effect on cash flow. |
1 | 60038925_b0 | 60038925 | Road Brentwood Essex
CM14 4EF
26
Amstrad plc FORM OF PROXY
Amstrad plc
I/We......................................................................................................
being (a) member(s) of Amstrad plc hereby appoint the Chairman of the Meeting (see note 1) or
......................................................................................................
as my /our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Wednesday, 25th November, 1998 and at any adjournment thereof. This proxy is to be used as follows:-
RESOLUTIONS
FOR AGAINST
1. To receive and adopt the financial statements for the year ended 30th June, 1998 and the directors' and auditors' reports thereon
2. To declare a final dividend of 0.3p per ordinary share
3. To re-elect Mr. S. Sugar as a director
4. To re-elect Mr. I. P. Saward as a director
5. To re-elect Mr. J. E. Samson as a director
6. To re-elect Mr. M. A. G. Bland as a director
7. To re-appoint Deloitte & Touche as auditors of the Company and to authorise the directors to fix their remuneration
8. To give the directors authority to allot shares
9. To disapply pre-emption rights (special resolution)
Signature.................................................. Date.....................................................
Notes:
1. If you wish to appoint some other person, please insert his/her name and address, initial the insertion and strike out the words "the Chairman of the Meeting".
2. Please indicate with an X how you wish your vote to be cast. Unless otherwise instructed, the proxy will vote or abstain as he/she thinks fit.
3. A corporation proxy must be executed as a deed or under the hand of a duly appointed officer or attorney. 4. To be valid, this proxy must be lodged with the Registrar not less than 48 hours before the time fixed for the Meeting. 5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all joint holders should be stated. 6. Completion and return of the form of proxy will not preclude ordinary shareholders attending and voting at the Meeting should
they subsequently decide to do so.
27
|
1 | 60038925_b1 | 60038925 | proxy does not preclude a member from attending and voting at the Meeting.
2. Pursuant to Regulation 34 of the Uncertificated Securities Regulations 1995, the Company specifies that only those members registered in the register of members of the Company as at 11.00 a.m. on 23rd November, 1998 shall be entitled to attend or vote at the Meeting in respect of the number of shares registered in their name at the time. Changes to entries on the relevant register of securities after 11.00 a.m. on 23rd November, 1998 will be disregarded in determining the rights of any person to attend or vote at the Meeting.
3. A statement of the share transactions, if any, of each director up to and including 29th September 1998 and copies of their contract of services, where applicable, are available for inspection at the registered office of the Company on any weekday (Saturday excepted) until the date of the Meeting and shall also be available at the place of the Meeting for at least 15 minutes prior to the Meeting and until the conclusion of that Meeting.
Dated 29th September 1998
By order of the Board
D.C. Riches Secretary
Registered office: Brentwood House
169 Kings Road Brentwood Essex
CM14 4EF
26
Amstrad plc FORM OF PROXY
Amstrad plc
I/We......................................................................................................
being (a) member(s) of Amstrad plc hereby appoint the Chairman of the Meeting (see note 1) or
......................................................................................................
as my /our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Wednesday, 25th November, 1998 and at any adjournment thereof. This proxy is to be used as follows:-
RESOLUTIONS
FOR AGAINST
1. To receive and adopt the financial statements for the year ended 30th June, 1998 and the directors' and auditors' reports thereon
2. To declare a final dividend of 0.3p per ordinary share
3. To re-elect Mr. S. Sugar as a director
4. To re-elect Mr. I. P. Saward as a director
5. To re-elect Mr. J. E. Samson as a director
6. To re-elect Mr. M. A. G. Bland as a director
7. |
1 | 60038999_0 | 60038999 | TRACE COMPUTERS PLC REPORT AND ACCOUNTS 1998
Contents
Directors and Advisers
Trace Computers plc
Page 1
Chairman's Statement
2-3
Group Five Year Summary
4
Review of Operations
5-7
Directors' Report
8-12
Auditors' Reports
13
Consolidated Profit and Loss Account
14
Balance Sheets
15
Consolidated Cashflow Statement
16
Notes to the Consolidated Cashflow Statement
17
Reconciliation of Movements in Equity Shareholders' Funds
18
Notes to the Financial Statements
19-28
Notice of Meeting
29-30
Principal Businesses
Accounting & Property Computer Systems Financial Systems Imaging & Workflow Insurance Systems Payroll Services Recruitment Systems Development
Trace Computers plc
Trace Solutions is the UK's leading developer and supplier of property computer software. In addition they specialise in the development of complete property management and accounting systems for all types of business.
Trace Financial provide solutions for stockbroking, investment management, wholesale broking, treasury management and the management of internal and external price feeds.
Our Imaging & Workflow division specialises in complex integrated solutions to solve image processing and workflow management problems. Their experienced team bring together "best of breed" solutions that are second to none.
Trace Isys specialises in a range of products and services based around a life cycle broking package to service the broking community operating in the Lloyd's insurance and reinsurance market.
Our Employer Services division offers a complete range of payroll solutions including traditional bureau facilities and a fully managed payroll service. With over 30 years experience they offer an affordable service that you can trust and rely on.
Prospect Recruitment is the UK's leading recruitment specialist in the niche markets of communications, networking, management services and operational research.
Our Major Projects division specialises in bespoke services and consultancy - their skills include project management and application design. In addition they specialise in Millennium compliance and migration of legacy systems to open platforms.
Directors and Advisers
Trace Computers plc
Directors
John Perry, Chairman Roger Bellass (non-executive) Colin Clarke Clive Ingham (non-executive) Peter Stolerman |
1 | 60038999_1 | 60038999 | , wholesale broking, treasury management and the management of internal and external price feeds.
Our Imaging & Workflow division specialises in complex integrated solutions to solve image processing and workflow management problems. Their experienced team bring together "best of breed" solutions that are second to none.
Trace Isys specialises in a range of products and services based around a life cycle broking package to service the broking community operating in the Lloyd's insurance and reinsurance market.
Our Employer Services division offers a complete range of payroll solutions including traditional bureau facilities and a fully managed payroll service. With over 30 years experience they offer an affordable service that you can trust and rely on.
Prospect Recruitment is the UK's leading recruitment specialist in the niche markets of communications, networking, management services and operational research.
Our Major Projects division specialises in bespoke services and consultancy - their skills include project management and application design. In addition they specialise in Millennium compliance and migration of legacy systems to open platforms.
Directors and Advisers
Trace Computers plc
Directors
John Perry, Chairman Roger Bellass (non-executive) Colin Clarke Clive Ingham (non-executive) Peter Stolerman, Finance Director Richard Wolfe
Biography of non-executive directors
Roger Bellass was appointed a non-executive director of Trace on 11th February 1998. He has 30 years experience in the computer industry, in particular in hardware supply, sales and general management. Most recently he worked as the managing director of Tandem Computers in the United Kingdom. On 21st September, 1998 Roger became an executive director of the Company.
Secretary
Clive Ingham was appointed a director of Trace on 16th September 1997. He has recently been appointed managing director of Colorgraphic Leicester Limited. From 1996, Clive was president of Moore Europe, a $400million turnover company specialising in computer forms, labels and direct mail systems. For the previous 26 years Clive worked for Unisys. He held vice-president and group general manager positions in Asia, the United States and Europe and in 1992 he was elected a corporate officer of Unisys.
Peter Stolerman, FCA
Head office and registered office Stockbroker Financial adviser Auditors Solicitors Bankers Registrars and transfer office
224-232 St John Street, London, EClV 4QR.
Credit Lyonnais Securities |
1 | 60038999_2 | 60038999 | , Finance Director Richard Wolfe
Biography of non-executive directors
Roger Bellass was appointed a non-executive director of Trace on 11th February 1998. He has 30 years experience in the computer industry, in particular in hardware supply, sales and general management. Most recently he worked as the managing director of Tandem Computers in the United Kingdom. On 21st September, 1998 Roger became an executive director of the Company.
Secretary
Clive Ingham was appointed a director of Trace on 16th September 1997. He has recently been appointed managing director of Colorgraphic Leicester Limited. From 1996, Clive was president of Moore Europe, a $400million turnover company specialising in computer forms, labels and direct mail systems. For the previous 26 years Clive worked for Unisys. He held vice-president and group general manager positions in Asia, the United States and Europe and in 1992 he was elected a corporate officer of Unisys.
Peter Stolerman, FCA
Head office and registered office Stockbroker Financial adviser Auditors Solicitors Bankers Registrars and transfer office
224-232 St John Street, London, EClV 4QR.
Credit Lyonnais Securities Europe (UK) Broadwalk House, 5 Appold Street, London, EC2A 2DA.
Close Brothers Limited 36 Great St. Helen's, London, EC3A 6AP.
Deloitte & Touche Hill House, 1 Little New Street, London, EC4A 3TR.
Beachcroft Stanleys 20 Furnival Street, London, EC4A lBN.
National Westminster Bank PLC 21 Lombard Street, London, EC3P 3AR.
IRG plc Balfour House, 390-398 High Road, Ilford, Essex, IG1 1OQ.
1
Chairman's Statement
Trace Computers plc
"the actions we have taken.... are now bringing significant benefits....
RESULTS Once again, I am pleased to be able to report the continuing progress of the group. The second half of the year exceeded our expectations and demonstrates that the recovery plan, outlined in my previous statements, is now progressively having a positive impact.
The actions we have taken to focus our business on core service markets, to strengthen our capital structure and to improve the quality of our operations are now bringing significant benefits to our operation |
1 | 60038999_3 | 60038999 | Europe (UK) Broadwalk House, 5 Appold Street, London, EC2A 2DA.
Close Brothers Limited 36 Great St. Helen's, London, EC3A 6AP.
Deloitte & Touche Hill House, 1 Little New Street, London, EC4A 3TR.
Beachcroft Stanleys 20 Furnival Street, London, EC4A lBN.
National Westminster Bank PLC 21 Lombard Street, London, EC3P 3AR.
IRG plc Balfour House, 390-398 High Road, Ilford, Essex, IG1 1OQ.
1
Chairman's Statement
Trace Computers plc
"the actions we have taken.... are now bringing significant benefits....
RESULTS Once again, I am pleased to be able to report the continuing progress of the group. The second half of the year exceeded our expectations and demonstrates that the recovery plan, outlined in my previous statements, is now progressively having a positive impact.
The actions we have taken to focus our business on core service markets, to strengthen our capital structure and to improve the quality of our operations are now bringing significant benefits to our operation. Turnover from ongoing operations (following the sale of Wordflow and Proteus) showed a growth of nearly 10%, while the improvement in gross profit margin of 5 points to 24% contributed to pre tax profit almost doubling to £1.2 million (1997 - £635,000). After a tax charge of £325,000, profits retained for the benefit of shareholders amounted to £880,000 (1997 - £471,000), representing earnings per share of 6.11p (1997 - 3.35p).
"...pre-tax profit almost doubling..."
The substantial increase in profit that we are reporting has resulted in the group meeting its stated objective of returning to a net asset position this year. We have also continued to improve our cash management processes and have reduced our net borrowings to £1.42 million, their lowest level since 1989. I am particularly encouraged by this, as the timing of completion of a number of major contracts has meant that we have had to finance an increased short term working capital requirement over the year end. Their completion in the first half of next year will give a further boost to our cash flow.
As we move forward with a balance sheet relatively unshackled from the burden of debt, |
1 | 60038999_b0 | 60038999 | p each in the capital of the Company ("Ordinary shares") subject to the following restrictions and provisions:-
(i) the maximum number of Ordinary shares hereby authorised to be purchased is 1,094,000 being approximately 71/2% of the issued equity capital of the Company;
(ii) the minimum price which may be paid for an Ordinary share is 5p (exclusive of advance corporation tax and expenses);
(iii) the maximum price which may be paid for an Ordinary share is an amount (exclusive of advance corporation tax and expenses) equal to 105% of the average of the middle market quotations for an Ordinary share as derived from The Stock Exchange Daily Official List for each of the ten dealing days immediately preceding the day on which the Ordinary share is purchased;
(iv) unless previously revoked, varied or renewed this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 1999; and
(v) the Company may make a contract to purchase Ordinary shares under this authority before the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary shares pursuant to any such contract as if the said authority had not expired.
Notes: 1. A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint one or more
proxies to attend and, on a poll, to vote instead of him/her. A proxy for a corporation may vote on a show of hands. A proxy need not be a member of the Company.
2. A form of proxy is enclosed and to be valid must be lodged with the Company's Registrars not later than 48 hours before the time fixed for the meeting.
3. The following documents will be available for inspection at the registered office of the Company on any weekday (except Saturdays, Sundays and Bank Holidays) during normal business hours from the date of this notice until the date of the meeting and at the place of the meeting for a period of 15 minutes prior to the meeting until the conclusion of the meeting.
(i) A statement of transactions of directors (and of their family interests) in the share capital of the Company and any of its subsidiaries.
(ii) Copies of the directors' service agreements with the Company.
By Order of the Board
P. Stolerman Secretary
19th October 1998
30
|
1 | 60038999_b1 | 60038999 | on the date of the Annual General Meeting of the Company to be held in 1999 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 directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
For the purpose of this resolution "rights issue" means any offer of equity securities to the holders of the Company's Ordinary shares on the Company's register of members on a date fixed by the directors pro rata in proportion (as nearly as may be) to the nominal value of their holdings of Ordinary shares. Any such rights issue shall be subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal to fractional entitlements, or directions from any holders of Ordinary shares to deal in some other manner with their respective entitlement, or legal or practical problems under the laws of, or the requirements of any recognised regulatory body, or any stock exchange, in any territory.
11. That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Act) of Ordinary shares of 5p each in the capital of the Company ("Ordinary shares") subject to the following restrictions and provisions:-
(i) the maximum number of Ordinary shares hereby authorised to be purchased is 1,094,000 being approximately 71/2% of the issued equity capital of the Company;
(ii) the minimum price which may be paid for an Ordinary share is 5p (exclusive of advance corporation tax and expenses);
(iii) the maximum price which may be paid for an Ordinary share is an amount (exclusive of advance corporation tax and expenses) equal to 105% of the average of the middle market quotations for an Ordinary share as derived from The Stock Exchange Daily Official List for each of the ten dealing days immediately preceding the day on which the Ordinary share is purchased;
(iv) unless previously revoked, varied or renewed this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 1999; and
(v) the Company may make a contract to purchase Ordinary shares under this authority before the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary shares pursuant to any such contract as if the said authority |
1 | 60039283_0 | 60039283 | ANNUA L REPORT 1998
J D WETHERSPOON PLC 0
J D Wetherspoon plc develops, owns and manages pubs, and aims to have them in strategic positions throughout
the UK. They are excellently maintained, and the Company's priorities are to provide its customers with a clean, safe and attractive environment in which to enjoy
good value, high quality food and drink served by friendly and well trained staff.
Highlights of the year Turnover up 35% to £188.5m Profits before tax up 15% to £20.2m* Earnings per share up 14% to 9.9p* Dividend per share increased by 10%
68 new pubs opened Capital investment of £122.0m Creation of a further 1572 jobs
* Excluding exceptional items
J D WETHERSPOON PLC
Chairman's statement
Sales £m 188.5
139.4 100.5 68.5 46.6
94 95 96 97 98
Operating Profit £m
28.4 22.9 17.0 12.2 8.8
94 95 96 97 98
Results I am pleased to report another year of advancement for the Company, both in terms of our financial results and our strategy of building a major independent pub chain. Turnover increased by 35% to £188.5 million. Profit before tax (excluding exceptional items) was up 15% to £20.2 million and earnings per share rose by 14% to 9.9p.
Capital spending for the year amounted to £122.0 million and net gearing at the year end was 82%. Interest was covered 3.5 times by operating profits. Operating margins before depreciation, interest, sale and leaseback rentals and tax were 21.2% compared with 22.5% last year mainly as a result of higher labour charges and a slight reduction in gross margin.
Free cash flow, after capital investment of £9.4 million in existing pubs, and expenditure in respect of tax, interest and dividends improved by 2% to £25.8 million, resulting in cash flow per share of 13.2p before investment in new pubs and loan repayments. Cashflow increased at a lower rate than profits as a result of an unusally high level of investment in existing pubs, and interest charges resulting from our expansion. Capital expenditure on existing pubs is expected to decline from 5% of sales in the year under |
1 | 60039283_1 | 60039283 | advancement for the Company, both in terms of our financial results and our strategy of building a major independent pub chain. Turnover increased by 35% to £188.5 million. Profit before tax (excluding exceptional items) was up 15% to £20.2 million and earnings per share rose by 14% to 9.9p.
Capital spending for the year amounted to £122.0 million and net gearing at the year end was 82%. Interest was covered 3.5 times by operating profits. Operating margins before depreciation, interest, sale and leaseback rentals and tax were 21.2% compared with 22.5% last year mainly as a result of higher labour charges and a slight reduction in gross margin.
Free cash flow, after capital investment of £9.4 million in existing pubs, and expenditure in respect of tax, interest and dividends improved by 2% to £25.8 million, resulting in cash flow per share of 13.2p before investment in new pubs and loan repayments. Cashflow increased at a lower rate than profits as a result of an unusally high level of investment in existing pubs, and interest charges resulting from our expansion. Capital expenditure on existing pubs is expected to decline from 5% of sales in the year under review to approximately 3% of sales in the current year.
Dividends The Board proposes, subject to shareholders' consent, to pay a final dividend of 1.45p net, bringing the total dividend for the year to 2.20p, a 10% increase on the previous year. At this level, dividends will be covered 4.5 times compared to 4.3 times in 1997. A scrip alternative will again be offered to shareholders.
2 J D WETHERSPOON PLC
J D WETHERSPOON PLC 0
Head
run on
The Liberty Bounds
City of London
Overlooking The Tower of London, this converted bank increased our presence in central London. Pictured here are Managers Berni and Pete Canning, together with Stuart, Scott, John and Nicki.
0 J D WETHERSPOON PLC
Chairman's statement continued
Number of Pubs 252
194 146 110 87 94 95 96 97 98
Profit before Tax and exceptional items £m
20.2 17.6 13.1 9.7 6.5 94 95 96 97 98
4 J D WETHERSPOON P |
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