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1cons | 61458183.txt_0 | 61458183.txt | ANNUAL REPORT 2010
CONTENTS
4 Review by the CEO 6 HKScan in brief 7 Business strategy and financial targets 8 HKScan's key strenghts 9 Headlines in 2010 10 Corporate responsibility 14 Employees 16 Market area: Finland 20 Market area: Sweden 24 Market area: Denmark 26 Market area: Baltics 28 Market area: Poland 30 Report of the Board of Directors 38 Financial indicators 39 Formulae for financial indicators 40 IFRS Consolidated income statement 41 IFRS Consolidated statement of comprehensive income 42 IFRS Consolidated balance sheet 43 IFRS Consolidated cash flow statement 44 Statement of changes in consolidated shareholders' equity 45 IFRS Notes to the consolidated financial statements
54 Notes to the consolidated income statement 59 Notes to the consolidated balance sheet 78 FAS Parent company income statement 79 FAS Parent company balance sheet 80 FAS Parent company cash flow statement 81 FAS Notes to the parent company financial statements 82 Notes to the parent company income statement 83 Notes to the parent company balance sheet 89 Signatures to the financial statements and
report of the Board of Directors 89 Auditors' report 90 Shares and shareholders 93 Annual General Meeting 94 Summary of stock exchange releases in 2010 95 Corporate governance statement 100 Risk management 102 Board of Directors 106 Group Management Board 108 Market analysts 111 Addresses
HKScan - taking responsibility in the meat industry
The year 2010 was challenging for HKScan's business operations. Despite this, the company was able to strengthen its market position in all its market areas. The profitability of the business did not, however, meet expectations, and EBIT fell to EUR 48.0 million. The company's performance ability was weakened, above all, by exceptional internal problems in the supply chain both in Finland and Sweden. Although profitability in the Baltics and Poland was excellent, the HKScan Group's overall performance fell short of 2009.
The international economic crisis continued to be reflected in the market, although the economy took an upturn during the year. The euro area's debt crisis is currently creating uncertainty in the economic outlook and the ratio of the euro to other currencies is subject to fluctuations. In Sweden, the strengthening of the krona has significantly weakened the competitiveness of production based on Swedish meat raw material. At the same time, imported foreign meat has increased competition and squeezed the price level.
The aftermath of the economic recession was felt during the year in HKScan's market areas. The continuing high rate of unemployment was reflected, as in the previous year, in consumer purchasing patterns, while lower-priced basic | 0 |
1cons | 61458183.txt_1 | 61458183.txt | 111 Addresses
HKScan - taking responsibility in the meat industry
The year 2010 was challenging for HKScan's business operations. Despite this, the company was able to strengthen its market position in all its market areas. The profitability of the business did not, however, meet expectations, and EBIT fell to EUR 48.0 million. The company's performance ability was weakened, above all, by exceptional internal problems in the supply chain both in Finland and Sweden. Although profitability in the Baltics and Poland was excellent, the HKScan Group's overall performance fell short of 2009.
The international economic crisis continued to be reflected in the market, although the economy took an upturn during the year. The euro area's debt crisis is currently creating uncertainty in the economic outlook and the ratio of the euro to other currencies is subject to fluctuations. In Sweden, the strengthening of the krona has significantly weakened the competitiveness of production based on Swedish meat raw material. At the same time, imported foreign meat has increased competition and squeezed the price level.
The aftermath of the economic recession was felt during the year in HKScan's market areas. The continuing high rate of unemployment was reflected, as in the previous year, in consumer purchasing patterns, while lower-priced basic products continued to be favoured by consumers. HKScan's extensive product range nevertheless offers a variety of products from which to choose: we produce food and food ingredients to satisfy a diverse range of requirements and uses.
Additional profitability through development projects The past year in the HKScan Group was one of strong development. The development programmes being implemented aim to improve not only the company's profitability but to secure product offerings, quality and responsible operations throughout the entire business chain.
Operations streamlined thorugh structural changes It was decided to continue the efficiency programmes in HKScan's Finnish subsidiary, HKScan Finland, and in the Swedish subsidiary, Scan AB, during the period 2011-2013.
In Finland, employer-employee negotiations with the staff began in November and were completed early in 2011. As a result of the negotiations, the personnel in HK Ruokatalo's industrial processes committed to a target programme through which the company's productivity will be improved by 20 percent. The programme will mean a reduction of 230 person-years, including subcontractors, throughout the company's business chain during the current year. The majority of the cutbacks will be achieved when fixed-term employment contracts come to an end and employees retire and when
previously outsourced operations return to HK Ruok | 1 |
1cons | 61458183.txt_2 | 61458183.txt | products continued to be favoured by consumers. HKScan's extensive product range nevertheless offers a variety of products from which to choose: we produce food and food ingredients to satisfy a diverse range of requirements and uses.
Additional profitability through development projects The past year in the HKScan Group was one of strong development. The development programmes being implemented aim to improve not only the company's profitability but to secure product offerings, quality and responsible operations throughout the entire business chain.
Operations streamlined thorugh structural changes It was decided to continue the efficiency programmes in HKScan's Finnish subsidiary, HKScan Finland, and in the Swedish subsidiary, Scan AB, during the period 2011-2013.
In Finland, employer-employee negotiations with the staff began in November and were completed early in 2011. As a result of the negotiations, the personnel in HK Ruokatalo's industrial processes committed to a target programme through which the company's productivity will be improved by 20 percent. The programme will mean a reduction of 230 person-years, including subcontractors, throughout the company's business chain during the current year. The majority of the cutbacks will be achieved when fixed-term employment contracts come to an end and employees retire and when
previously outsourced operations return to HK Ruokatalo. The willingness of the employees to negotiate and cooperate was excellent and for this reason, among others, Finland now is well placed to increase profitability to a new level.
The ongoing restructuring programme in Sweden is the largest ever undertaken in the country's meat industry. In line with the expanded plan announced in the autumn, the production of Scan's food sausages would be centralized during the period 2011-2013 from Örebro and Kristianstad mainly to Linköping. The production of semi-finished products sold under the Pärsons-brand would be transferred from Ströveltorp to Scan's other production facilities. In addition, the head office and administration are to be transferred from Skara and Stockholm to Linköping. The development programmes are expected to show results during 2012.
Responsibility improves profitability of business operations Another - and different - example of the company's development projects is the creation of a responsibility scheme across the entire chain of operations, from primary production through to finished products. In 2010, the priorities in the HKScan Group's responsibility scheme were nutrition, the environment and the welfare of production animals.
A good example of the implementation of the responsibility scheme in the welfare of production animals in Finland is the quality scheme of HK | 2 |
1cons | 61458183.txt_3 | 61458183.txt | atalo. The willingness of the employees to negotiate and cooperate was excellent and for this reason, among others, Finland now is well placed to increase profitability to a new level.
The ongoing restructuring programme in Sweden is the largest ever undertaken in the country's meat industry. In line with the expanded plan announced in the autumn, the production of Scan's food sausages would be centralized during the period 2011-2013 from Örebro and Kristianstad mainly to Linköping. The production of semi-finished products sold under the Pärsons-brand would be transferred from Ströveltorp to Scan's other production facilities. In addition, the head office and administration are to be transferred from Skara and Stockholm to Linköping. The development programmes are expected to show results during 2012.
Responsibility improves profitability of business operations Another - and different - example of the company's development projects is the creation of a responsibility scheme across the entire chain of operations, from primary production through to finished products. In 2010, the priorities in the HKScan Group's responsibility scheme were nutrition, the environment and the welfare of production animals.
A good example of the implementation of the responsibility scheme in the welfare of production animals in Finland is the quality scheme of HK Ruokatalo and HK Agri targeted at pork producers. It aims to promote animal welfare and reduce environmental impact. Through the quality scheme HKScan encourages pork producers towards more responsible methods of production and also monitors that partners comply with the jointly agreed rules. In Sweden, impartial third-party certification of pig farms were launched. One of the requirements consists of strict animal welfare criteria. Scan AB accepts pigs only from certified meat-production farms.
Tasty and healthy Rapeseed pork launched One example of an innovative and nutritionally correct product is Rapeseed pork, which was announced in Finland in 2010 and launched on the market in February 2011. The product is healthier than ordinary pork.
Rapeseed pork is a significant investment and effort to develop healthy and tasty products in line with the company's strategy. The fatty acid composition of Rapeseek pork is modified naturally using a new feeding concept to conform to nutrition recommendations. Rapeseed pork is soft and tender with a superb taste. The new pork,
which is good for the heart, will also be used as a raw material in sausages and cold cuts. The aim is that during 2011 a quarter, about 20 million kg, of the pork used by HK would be Rapeseed pork | 3 |
1cons | 61458183.txt_b0 | 61458183.txt | administration) PO Box 50 (Kaivokatu 18) FI-20521 Turku, Finland
(Management and administration) PO Box 49 FI-01511 Vantaa, Finland
tel: +358 10 570 100 fax: +358 10 570 6146 firstname.surname@hkruokatalo.fi www.hkruokatalo.fi
SWEDEN
SCAN AB Production, sales and marketing in Sweden (Head office) Box 30223 (Lindhagensgatan 126) SE-104 25 Stockholm, Sweden tel: +46 771 510 510 info@scan.se www.scan.se
DENMARK
ROSE POULTRY A/S Poultry production, sales and marketing in Denmark Tværmosevej 10 DK- 7830 Vinderup, Denmark tel: +45 9995 9595 rose@rosepoultry.dk www.rosepoultry.dk
THE BALTICS
AS RAKVERE LIHAKOMBINAAT Production, sales and marketing in the Baltics Roodevälja küla Sõmeru vald EE-44207 Lääne-Viru maakond, Estonia tel: +372 32 29221 fax: +372 32 29300 firstname.surname@rlk.ee www.rlk.ee
AS TALLEGG Production, sales and marketing in the Baltics Saha tee 18, Loo Jõelähtme vald EE-74201 Harju maakond, Estonia tel: +372 6 107 012 fax: +372 6 107 060 firstname.surname@tallegg.ee www.tallegg.ee
POLAND
SOKOLÓW S.A. Production, sales and marketing in Poland Aleja 550-lecia 1 08-300 Sokolów Podlaski, Poland tel: +48 25 640 82 00 fax: +48 25 787 61 32 www.sokolow.pl
SOKOLÓW S.A. - Head Office in Warsaw 22B Bukowin´ ska Str. 02-703 Warsaw, Poland tel: +48 22 525 82 50 fax: +48 22 525 82 91 marketing@sokolow.pl
HKScan Corporation, Communications Printing: Jaakkoo-Taara Oy Painoprisma
| 4 |
1cons | 61458183.txt_b1 | 61458183.txt | jola Markets Matias Rautionmaa tel: +358 10 252 4408 firstname.surname@pohjola.fi
SEB Enskilda Jutta Rahikainen tel: +358 9 6162 8713 firstname.surname@enskilda.fi
Swedbank Markets Antti Saari tel: +358 20 746 9157 firstname.surname@swedbank.fi
Ålandsbanken Oyj Kenneth Nyman tel: +358 20 429 3772 firstname.surname@alandsbanken.fi
MARKET ANALYSTS 109
HKSCAN CORPORATION
(Head office, Group management and administration) PO Box 50 (Kaivokatu 18) FI-20521 Turku, Finland
PO Box 49 (Väinö Tannerin tie 1) FI-01511 Vantaa, Finland
tel: +358 10 570 100 fax: +358 10 570 6146 firstname.surname@hkscan.com www.hkscan.com
FINLAND
HK RUOKATALO OY Production facilities, sales and marketing in Finland (Head office and administration) PO Box 50 (Kaivokatu 18) FI-20521 Turku, Finland
(Management and administration) PO Box 49 FI-01511 Vantaa, Finland
tel: +358 10 570 100 fax: +358 10 570 6146 firstname.surname@hkruokatalo.fi www.hkruokatalo.fi
SWEDEN
SCAN AB Production, sales and marketing in Sweden (Head office) Box 30223 (Lindhagensgatan 126) SE-104 25 Stockholm, Sweden tel: +46 771 510 510 info@scan.se www.scan.se
DENMARK
ROSE POULTRY A/S Poultry production, sales and marketing in Denmark Tværmosevej 10 DK- 7830 Vinderup, Denmark tel: +45 9995 9595 rose@rosepoultry.dk www.rosepoultry.dk
THE BALTICS
AS RAKVERE LIHAKOMBINAAT Production, sales and marketing in the Baltics Roodevälja küla Sõmeru vald EE-44207 Lääne-Viru maakond | 5 |
1cons | 60351025.txt_0 | 60351025.txt | EPIQ NV Annual Report 2001
LETTER TO SHAREHOLDERS
Dear Shareholder,
The annual revenue of EPIQ rose in 2001 from 92 Mio to 148.7 Mio, a 61% increase over 2000. This strong growth was primarily realised through the acquisition of Structuplas (+ ¤ 37.90 Mio), which, moreover, is consolidated from Q2 2002. Strong growth did not translate into higher profits, however.
EBIT fell from ¤ + 2.1 Mio to ¤ - 2.3 Mio and net profit went from a positive level of ¤ 1.5 Mio in 2000 to a loss of ¤ 5.9 Mio. in 2001.
EBITDA evolved from ¤ 6.8 Mio in 2000 to ¤ 6.6 Mio in 2001.
Inventory and debt write-offs, restructuring costs, and the Sensor Nite division's operational losses that were announced when the company was taken over primarily caused the sharp fall in profitability.
This drop off in returns, combined with the financing of growth and the difficulties in raising new capital, meant the Group's cash position was put under pressure. However, sufficient cash reserves are available for operations and management is confident that banks believe in EPIQ's future and will continue to support it.
These lower returns necessitated a strategic change.
EPIQ was extremely successful in attracting new clients and growing its business. Last year management began searching for new investors to increase the company's equity, because a growing business demands additional working capital. Poor capital market conditions meant, however, that raising capital was not possible, and consequently some credit-agreements were broken.
Today, the assumption that capital markets will support fast growing companies no longer holds. EPIQ is therefore scaling down its growth strategy and is instead focusing intently on profitability and controlling costs.
EPIQ will restrict its growth to internal projects with high added value and high margins. This will result in an expected turnover of ¤ 160 Mio in 2002, with an expected return to profitability in the second half of 2002.
Gilles Bernard, CEO, says: "since 98 all our effort has been spent in hunting and growing, it's now time for structuring, controlling, improving and obtain from the same motivation the same results in net margin".
Johan Thys, Chairman of the Board, makes the following comparison: "EPIQ is busy climbing a high mountain and we have | 0 |
1cons | 60351025.txt_1 | 60351025.txt | and management is confident that banks believe in EPIQ's future and will continue to support it.
These lower returns necessitated a strategic change.
EPIQ was extremely successful in attracting new clients and growing its business. Last year management began searching for new investors to increase the company's equity, because a growing business demands additional working capital. Poor capital market conditions meant, however, that raising capital was not possible, and consequently some credit-agreements were broken.
Today, the assumption that capital markets will support fast growing companies no longer holds. EPIQ is therefore scaling down its growth strategy and is instead focusing intently on profitability and controlling costs.
EPIQ will restrict its growth to internal projects with high added value and high margins. This will result in an expected turnover of ¤ 160 Mio in 2002, with an expected return to profitability in the second half of 2002.
Gilles Bernard, CEO, says: "since 98 all our effort has been spent in hunting and growing, it's now time for structuring, controlling, improving and obtain from the same motivation the same results in net margin".
Johan Thys, Chairman of the Board, makes the following comparison: "EPIQ is busy climbing a high mountain and we have now reached Base Camp 1. Time, then, to catch our breath and lay down the foundation for climbing further."
Herman VanErmen, CFO: "EPIQ is in full evolution, from a SME led by entrepreneurs to a larger entity that requires professional management. I am extremely pleased to be able to assist in this transformation."
In view of EPIQ's strategic changes, a strong, centralised commercial and financial organisation will be created.
EPIQ
The financial organisation will set group-wide standards for cost control, asset management and reporting for all EPIQ companies. The new CFO is Herman VanErmen, director and shareholder of EPIQ. Koen Batsleer will continue to be responsible for reporting to the financial markets and credit institutions. The analysis of potential acquisition targets will be temporarily suspended until the company is once again in a position to make acquisitions. The CFO and his staff will -- more than in previous years -- support the CEO and his account managers by selecting interesting projects that fit into EPIQ's strategy.
In 2001 EPIQ made two crucial acquisitions in the automotive sector. In June Structuplas was acquired. The driving motivation for this was to further strengthen our position in the | 1 |
1cons | 60351025.txt_2 | 60351025.txt | now reached Base Camp 1. Time, then, to catch our breath and lay down the foundation for climbing further."
Herman VanErmen, CFO: "EPIQ is in full evolution, from a SME led by entrepreneurs to a larger entity that requires professional management. I am extremely pleased to be able to assist in this transformation."
In view of EPIQ's strategic changes, a strong, centralised commercial and financial organisation will be created.
EPIQ
The financial organisation will set group-wide standards for cost control, asset management and reporting for all EPIQ companies. The new CFO is Herman VanErmen, director and shareholder of EPIQ. Koen Batsleer will continue to be responsible for reporting to the financial markets and credit institutions. The analysis of potential acquisition targets will be temporarily suspended until the company is once again in a position to make acquisitions. The CFO and his staff will -- more than in previous years -- support the CEO and his account managers by selecting interesting projects that fit into EPIQ's strategy.
In 2001 EPIQ made two crucial acquisitions in the automotive sector. In June Structuplas was acquired. The driving motivation for this was to further strengthen our position in the automotive industry, seeing that Structuplas enjoys a strong position as the first tier production-line supplier to a leading car manufacturer.
Sensor Nite, moreover, was acquired in the second half of the year. Sensor Nite is already an extremely important player in the market for high-temperature sensors for exhaust systems. These sensors are needed to reduce exhaust emissions. In future every car will be outfitted with more of these sensors. Today, production is again started for leading car manufacturers. More needs to be invested, though, especially regarding applied development, because every car manufacturer wants a slightly different version. Until today, Sensor Nite had to be viewed as a'start-up' company that absorbed much money. But its future looks very rosy indeed.
Clearly, the automotive industry has become a dominant activity for EPIQ. These two acquisitions together with an internal turnover growth of 84% makes that nowadays more than 40% of the turnover of EPIQ is in the automotive market. The total growth in the automotive market was about 273%. These figures show clearly the strategy of EPIQ to grow in that market segment without neglecting the other segments.
EPIQ will further pursue its strategy of growth in low-wage countries, such as | 2 |
1cons | 60351025.txt_3 | 60351025.txt | automotive industry, seeing that Structuplas enjoys a strong position as the first tier production-line supplier to a leading car manufacturer.
Sensor Nite, moreover, was acquired in the second half of the year. Sensor Nite is already an extremely important player in the market for high-temperature sensors for exhaust systems. These sensors are needed to reduce exhaust emissions. In future every car will be outfitted with more of these sensors. Today, production is again started for leading car manufacturers. More needs to be invested, though, especially regarding applied development, because every car manufacturer wants a slightly different version. Until today, Sensor Nite had to be viewed as a'start-up' company that absorbed much money. But its future looks very rosy indeed.
Clearly, the automotive industry has become a dominant activity for EPIQ. These two acquisitions together with an internal turnover growth of 84% makes that nowadays more than 40% of the turnover of EPIQ is in the automotive market. The total growth in the automotive market was about 273%. These figures show clearly the strategy of EPIQ to grow in that market segment without neglecting the other segments.
EPIQ will further pursue its strategy of growth in low-wage countries, such as Bulgaria, the Czech Republic and Mexico. Our West European factories and research facilities initiate and develop projects, and then production is shifted to the above-mentioned countries. Our outsource strategy continues and will be strengthened.
We are, moreover, continuously strengthening our management, engineering and developmental capacities. Without question we remain extremely positive about future developments.
For the short term, our focus will be first on profitability, then on growth.
Herman VanErmen Director & CFO
Johan Thys President/Chairman
Gilles Bernard Director & CEO
EPIQ
7. FINANCIAL DATA 7.1 SELECTED SUMMARY FINANCIAL DATA
7.1.1 Introduction
The selected financial data presented below have been extracted and derived from the IFRS consolidated financial statements of EPIQ NV for the 3 years ended at December 31, 2001, 2000 and 1999. These consolidated figures have been audited by Arthur Andersen Bedrijfsrevisoren.
The consolidated financial data are presented in Euro.
EPIQ NV
Consolidated income statement all amounts are in Euro
2001
2000
Years ended 31st December
Sales Other revenues Cost of sales (see note 7 | 3 |
1cons | 60351025.txt_b0 | 60351025.txt | , so that all these entities are joint and several co-borrowers as well as joint and several co-debtors for the reimbursement of the
eventual debit balance in current account. EUR 20 million can be used by all entities. These draw downs are limited to 70% of the consolidated outstanding receivables.
As collateral for this credit line, a mortgage in first and second rank in the amount of EUR 743 (000) on the properties of Epiq NV and a further power of attorney for the creation of a mortgage in the amount of EUR 743 (000) are given.
Furthermore, a consolidated solvency ratio needs to be 35% at all times (calculated as the ratio shareholders equity to total assets, after elimination of the carrying value of the formation expenses, intangible fixed assets and any own shares). The company also needs to maintain a debt to equity ratio of 100% (calculated as debt = total financial debt, equity = equity after elimination of the carrying value of the formation expenses, intangible fixed assets and any own shares). The company has also to maintain an interest and capital repayment coverage at minimum 2,5.
Another credit line of EUR 1,2 million is given under the condition not to pledge or sell tangible fixed assets without the approval of the credit institution.
A credit line of EUR 4,4 million (to be used by Epiq or any of its subsidiaries as co-debtors) is given under the condition to maintain the consolidated solvency ratio at 30% (calculated as the ratio shareholders equity + subordinated loans to total assets, after elimination of the carrying value of the formation expenses, intangible fixed assets and any own shares)
A credit line of EUR 10 million is given to Epiq NV and Fremach Plastics NV under the condition to keep the consolidated solvency ratio at minimum 30% (calculated as the ratio shareholders equity + subordinated loans to total assets, after elimination of the carrying value of the formation expenses, intangible fixed assets, goodwill and any own shares). Furthermore, the company needs to maintain the consolidated financial debt to adjusted equity ratio at maximum 150%.
A credit line of EUR 454 (000) is given to Epiq NV. As collateral for this credit line, a mortgage in first rank in the amount of EUR 644 (000) on the properties of Epiq NV and a further pledge on the commercial fund in the amount of EUR 310 (000) are given.
36
| 4 |
1cons | 60351025.txt_b1 | 60351025.txt | continuity scenario and proposed a number of measures and actions to be immediately taken. These actions include the restructuring of the German and Mexican operations and the sale of certain buildings, a stop of further investments in buildings and the relocation of certain activities to "low cost" countries. Furthermore, the liquidity position will need be closely monitored. It is clear that profitability is absolutely a must to assure the going concern. Next to these measures, actions will need to be undertaken to increase the capital of the company to assure long-term viability and continuity.
The Board of Directors is confident that the bankers will not withdraw the current credit lines and the actions described above can be achieved and that therefore the going concern assumption, which is used for the preparation of the annual accounts is fully justified.
The consolidated financial statements do not include any adjustments relating to the valuation, recoverability and classification of recorded asset amounts or to amounts and classification of liabilities that may be necessary if the company is unable to continue as a going concern.
Bank covenants Certain credit lines (for EUR 24,8 million) are given to Epiq NV in common with Fremach Plastics NV, Epiq SARL, SM2E SA, Eker GmbH, Frankonia Electronic GmbH and Epiq EA, so that all these entities are joint and several co-borrowers as well as joint and several co-debtors for the reimbursement of the
eventual debit balance in current account. EUR 20 million can be used by all entities. These draw downs are limited to 70% of the consolidated outstanding receivables.
As collateral for this credit line, a mortgage in first and second rank in the amount of EUR 743 (000) on the properties of Epiq NV and a further power of attorney for the creation of a mortgage in the amount of EUR 743 (000) are given.
Furthermore, a consolidated solvency ratio needs to be 35% at all times (calculated as the ratio shareholders equity to total assets, after elimination of the carrying value of the formation expenses, intangible fixed assets and any own shares). The company also needs to maintain a debt to equity ratio of 100% (calculated as debt = total financial debt, equity = equity after elimination of the carrying value of the formation expenses, intangible fixed assets and any own shares). The company has also to maintain an interest and capital repayment coverage at minimum 2,5.
Another credit line of EUR 1,2 million is given under the condition not to pledge or | 5 |
1cons | 60787747.txt_0 | 60787747.txt | ANNUALREPORT
Live values. Assume responsibility. Annual Report 2005
Contents Annual Report 2005
03
Contents
U At a Glance
4 Foreword of the Management Board
8 The Company 8 The year 2005 at a glance 9 Sunways opportunities through value orientation 18 The Sunways share
22 Group Management Report 22 Management Report 44 Report of the Supervisory Board 48 Corporate Governance
52 Consolidated Financial Statements (IFRS) 52 Consolidated Balance Sheet 53 Consolidated Income Statement 54 Changes in Shareholders' Equity 55 Consolidated Cash-Flow Statement 56 Notes to the Consolidated Financial Statements 72 Changes in Fixed Assets 74 Auditors' Opinion 75 Statement of Independence 77 Executive bodies
80 Information and Communication 80 Glossary 82 Corporate calendar 2006 83 Sources 84 Contact and imprint
U Key figures 2002 2005
Foreword of the Management Board Annual Report 2005
04
Ladies and gentlemen,
dear shareholders and business associates
of Sunways AG,
«Assume responsibility» this was the leitmotif we used to write our Annual Report 2005. For a year in which one record after another was broken in the solar industry, this may seem too serious to many people. Another year of stormy market growth with the solar shares among the year's winners on the stock exchange, and numerous new IPOs would it not have been more appropriate to really pop the corks?
In fact, Sunways AG had not just one, but many reasons to celebrate in 2005. In September, our new plant began operating and we celebrated this with our customers, suppliers and business partners. Once again, our sales increased and despite start-up expenses for the new factory, we generated earnings of EUR +2.1 million. The market also continued to experience an unstable development: In Germany, the federal elections ended a phase of uncertainty and abroad, solar energy is now also being discovered in places where it previously played a rather subordinate role in the energy mix.
In a market environment of this kind, assuming responsibility means thinking for the long term. Sunways has been operating on the solar market for twelve years now. During this time, the market has experienced several stages of development: from a playground for idealists to a niche market with an eco-label to an industry with currently over 40,000 jobs and a market volume of around EUR 3.7 billion in Germany alone. This growth has just recently attracted many new market players who, with their sometimes dubious concepts, | 0 |
1cons | 60787747.txt_1 | 60787747.txt | y market growth with the solar shares among the year's winners on the stock exchange, and numerous new IPOs would it not have been more appropriate to really pop the corks?
In fact, Sunways AG had not just one, but many reasons to celebrate in 2005. In September, our new plant began operating and we celebrated this with our customers, suppliers and business partners. Once again, our sales increased and despite start-up expenses for the new factory, we generated earnings of EUR +2.1 million. The market also continued to experience an unstable development: In Germany, the federal elections ended a phase of uncertainty and abroad, solar energy is now also being discovered in places where it previously played a rather subordinate role in the energy mix.
In a market environment of this kind, assuming responsibility means thinking for the long term. Sunways has been operating on the solar market for twelve years now. During this time, the market has experienced several stages of development: from a playground for idealists to a niche market with an eco-label to an industry with currently over 40,000 jobs and a market volume of around EUR 3.7 billion in Germany alone. This growth has just recently attracted many new market players who, with their sometimes dubious concepts, want a slice of the action without really being rooted in the solar industry.
We believe that sustainability is a crucial factor not only in energy supply but also in company management and relations with business partners. This is why, for instance, we have secured the supply of silicon on the market, which is characterized by the huge scarcity of materials. I am convinced that this was only possible on reasonable terms because Sunways is recognized as a reliable player with many years experience.
Foreword of the Management Board Annual Report 2005
However, responsibility also means keeping an eye on the
For the further development of our Solar Inverter, we will
05
further development of the market. In a market phase such push technical possibilities to the limit in 2006 and achieve
as we are currently experiencing, there is a great temptation an efficiency rate of 98 percent at the same production
to meet undifferentiated demand with high unit figures.
cost. In doing so, we will defend our long-term position in
We want to resist this temptation and adhere to our strict the market as technological leader, for the benefit of our
quality orientation and innovation leadership. Mass pro-
customers.
duction | 1 |
1cons | 60787747.txt_2 | 60787747.txt | want a slice of the action without really being rooted in the solar industry.
We believe that sustainability is a crucial factor not only in energy supply but also in company management and relations with business partners. This is why, for instance, we have secured the supply of silicon on the market, which is characterized by the huge scarcity of materials. I am convinced that this was only possible on reasonable terms because Sunways is recognized as a reliable player with many years experience.
Foreword of the Management Board Annual Report 2005
However, responsibility also means keeping an eye on the
For the further development of our Solar Inverter, we will
05
further development of the market. In a market phase such push technical possibilities to the limit in 2006 and achieve
as we are currently experiencing, there is a great temptation an efficiency rate of 98 percent at the same production
to meet undifferentiated demand with high unit figures.
cost. In doing so, we will defend our long-term position in
We want to resist this temptation and adhere to our strict the market as technological leader, for the benefit of our
quality orientation and innovation leadership. Mass pro-
customers.
duction at any price will never happen in our Company.
The opening of the new factory in Arnstadt allowed us to
We are looking to the future with optimism in 2006: In
divide up our production: In Constance, we manufacture as percentage terms, earnings will increase more sharply than
ordered according to the individual special requests of our sales in the same period. The extent of the earnings increase
customers. In Arnstadt, we produce «High-tech in series» is influenced significantly by the price development for
standard solar cells of optimum quality with the highest
the raw material silicon. To ensure our silicon supply, we are
efficiency rates. Endurance tests verify our quality and per- developing our existing partnerships and examining differ-
formance advancement on a regular basis.
ent strategic options.
We have many plans for the coming year. After our new plant in Arnstadt successfully completed the start-up phase in the fourth quarter of 2005, this will contribute in full to sales and earnings in 2006. As higher unit figures are now possible, we can achieve returns to scale which were previously unattainable with the Constance production alone.
On behalf of all employees at Sunways | 2 |
1cons | 60787747.txt_3 | 60787747.txt | at any price will never happen in our Company.
The opening of the new factory in Arnstadt allowed us to
We are looking to the future with optimism in 2006: In
divide up our production: In Constance, we manufacture as percentage terms, earnings will increase more sharply than
ordered according to the individual special requests of our sales in the same period. The extent of the earnings increase
customers. In Arnstadt, we produce «High-tech in series» is influenced significantly by the price development for
standard solar cells of optimum quality with the highest
the raw material silicon. To ensure our silicon supply, we are
efficiency rates. Endurance tests verify our quality and per- developing our existing partnerships and examining differ-
formance advancement on a regular basis.
ent strategic options.
We have many plans for the coming year. After our new plant in Arnstadt successfully completed the start-up phase in the fourth quarter of 2005, this will contribute in full to sales and earnings in 2006. As higher unit figures are now possible, we can achieve returns to scale which were previously unattainable with the Constance production alone.
On behalf of all employees at Sunways AG, I wish to thank our shareholders, investors, customers, suppliers and business partners for placing their trust in us. In 2006, we promise again to do everything possible to justify this trust. Stay in contact with us do not hesitate to approach us with your suggestions, questions and requests.
Initial orders in the new year seem optimistic to us. In this way, we exclusively provide automotive supplier Webasto with solar cells which are installed in sliding roofs. This order also required intensive general research work beforehand which is now paying off. But furthermore, this order shows that there are also sales opportunities for innovative solar products outside markets influenced by development money.
Sincerely yours,
We will also continue to focus on sustained growth for Sunways AG. To this end, we are occupying the core sectors in photovoltaics with high-quality products, the best available on the market in terms of technology and quality. This core competence is what we are concentrating on.
Roland Burkhardt Management Board
Our investors have accompanied us since the going public in 2001 some for an even longer period on a path defined by constant growth and market-shaping innovations. We want to continue on this route and to keep finding the balance | 3 |
1cons | 60787747.txt_b0 | 60787747.txt | cooperation.org 11 «Trends in Photovoltaic Applications», IEA (International Energy Agency), September 2005; «Sun Screen», Credit Lyonnais Securities Asia, 2005; In der Studie «Boombranche Photovoltaik», DB Research, 2005, the analysts anticipated 40 percent on the average for the years 2006 through 2010. 12 Verband der Elektrizitätswirtschaft (VDEW), August 2005. 13 «Erneuerbare Energien in Zahlen», page 23, Bundesministerium für Umwelt, Naturschutz und Reaktorsicherheit, Berlin, June 2005. 14 Communication from the Commission, «The support of electricity from renewable energy sources», December 2005. 15 «PV Status Report 2005», Arnulf Jäger-Waldau, European Commission, August 2005.
Contact and imprint Information and Communication
84
Contact and imprint
Contact
Sunways AG Photovoltaic Technology Macairestraße 3 - 5 D - 78467 Konstanz
Investor Relations Astrid Forst Telephone +49 7531 99677480 Fax +49 7531 99677548 ir@sunways.de www.sunways.de
This annual report is also available in the German language. In addition, you may find our annual and quarterly reports as well as current information on the internet at www.sunways.de.
Imprint
March 2006
Responsible Sunways AG, Management Board
Editors Astrid Forst, Sunways AG equinet Communications AG, Frankfurt/Main
Concept, design and production Denklabor Kommunikationsbüro GmbH, Lucerne (Switzerland)
Translation Astrid Bach Translation Services, Frankfurt/Main
Photography / image transfers Sunways products and «People in Motion» photographed in Zurich (Switzerland) and Tokyo (Japan) Ferit Kuyas, Zurich (Switzerland)
Printing Druckerei Odermatt AG, Dallenwil (Switzerland)
Sunways AG Photovoltaic Technology Macairestraße 3 - 5 D - 78467 Konstanz Telephone + 49 7531 996770 Fax + 49 7531 9967710 E-Mail info @ sunways.de www. sunways. de
| 4 |
1cons | 60787747.txt_b1 | 60787747.txt | , November 2005. 5 «Solar Photovoltaic Market Report», Solarbuzz, 2005. 6 «Sun Screen», Credit Lyonnais Securities Asia, 2005; «Branchenanalyse Photovoltaik»,
Landesbank Baden-Württemberg, 2005; «Boombranche Photovoltaik», DB Research, 2005; «Solar Generation», EPIA / Greenpeace, 2005. 7 «Sun Screen», Credit Lyonnais Securities Asia, 2005; «Boombranche Photovoltaik», DB Research, 2005; «Nachhaltigkeitsstudie Solarenergie 2005», Bank Sarasin & Co, 2005. 8 «PV Status Report 2005», Arnulf Jäger-Waldau, European Commission, August 2005. 9 «Nachhaltigkeitsstudie Solarenergie 2005», Bank Sarasin & Co, 2005: «Trends in Photovoltaic Applications», IEA (International Energy Agency), September 2005; «PV Status Report 2005», Arnulf Jäger-Waldau, European Commission, August 2005. 10 www.feed-in-cooperation.org 11 «Trends in Photovoltaic Applications», IEA (International Energy Agency), September 2005; «Sun Screen», Credit Lyonnais Securities Asia, 2005; In der Studie «Boombranche Photovoltaik», DB Research, 2005, the analysts anticipated 40 percent on the average for the years 2006 through 2010. 12 Verband der Elektrizitätswirtschaft (VDEW), August 2005. 13 «Erneuerbare Energien in Zahlen», page 23, Bundesministerium für Umwelt, Naturschutz und Reaktorsicherheit, Berlin, June 2005. 14 Communication from the Commission, «The support of electricity from renewable energy sources», December 2005. 15 «PV Status Report 2005», Arnulf Jäger-Waldau, European Commission, August 2005.
Contact and imprint Information and Communication
84
Contact and imprint
Contact
Sunways AG Photovoltaic Technology Macairestraße 3 - 5 D - 78467 Konstanz
Investor Relations Astrid Forst Telephone +49 7531 99677480 Fax +49 7531 | 5 |
1cons | 61313171.txt_0 | 61313171.txt | Annual report and accounts 2009
Share our technology......share our passion
www.surginno.com
Surgical Innovations Group plc (SI) specialises in the design and manufacture of innovative devices for use in Minimally Invasive Surgery (MIS) and industrial markets.
Our vision is to be a leading supplier of high quality, costeffective instrumentation, empowering surgeons to provide patients with an improved quality of life; and to create engineering solutions which truly focus on the user's needs.
Review of the year 1 Highlights 2 Our Group at a glance 2 Our strategy 4 Chairman's statement 8 Strengthening our manufacturing
10 Investing in development 12 Intensifying our sales and marketing 14 Business review
Governance 20 Directors 22 Senior management and advisers 24 Clinical advisory board 25 Surgical Innovations' trade marks 26 Report of the Directors 30 Report on remuneration 33 Corporate governance
Accounts 35Report of the independent auditor Group 36Consolidated statement of comprehensive income 37 Consolidated balance sheet 38 Consolidated cash flow statement 39Consolidated statement of changes in equity 40Notes to the consolidated financial statements 56Report of the independent auditor Company 57 Company balance sheet 58Notes to the Company financial statements 60 Five-year summary IBCWarning to shareholders boiler room scams
Review of the year
Governance
Annual report and accounts 2009
Surgical Innovations Group plc
1
ar09.surginnoir.com
Highlights
wRevenue increased to £4,541,000 (2008: £4,312,000) wRetained profit at Group level lower at £525,000 (2008: £630,000) due principally to:
wUnavoidable third party issues, now resolved, which resulted in delay in the delivery of a major industrial devices order prior to year end
wA write down of autologous blood transfusion assets, following a strategic review wEBITDA of core operating company increased by 11% to £1,103,000 (2008: £995,000) wNet cash of £1,400,000 generated from operating activities wContinuing and significant investment in new product development in laparoscopic instrumentation wMajor investment in "state-of-the-art" manufacturing facility and cleanroom wEmployees more than doubled to reflect increased demand for products wSuccessfully launched Logi®Flex to assist with the accurate placement of gastric bands | 0 |
1cons | 61313171.txt_1 | 61313171.txt | IBCWarning to shareholders boiler room scams
Review of the year
Governance
Annual report and accounts 2009
Surgical Innovations Group plc
1
ar09.surginnoir.com
Highlights
wRevenue increased to £4,541,000 (2008: £4,312,000) wRetained profit at Group level lower at £525,000 (2008: £630,000) due principally to:
wUnavoidable third party issues, now resolved, which resulted in delay in the delivery of a major industrial devices order prior to year end
wA write down of autologous blood transfusion assets, following a strategic review wEBITDA of core operating company increased by 11% to £1,103,000 (2008: £995,000) wNet cash of £1,400,000 generated from operating activities wContinuing and significant investment in new product development in laparoscopic instrumentation wMajor investment in "state-of-the-art" manufacturing facility and cleanroom wEmployees more than doubled to reflect increased demand for products wSuccessfully launched Logi®Flex to assist with the accurate placement of gastric bands wNew laparoscopic training centre operational during the year and officially opened by Lord Davies of Abersoch,
Minister for Trade Investment and Small Business wLargest ever order for industrial devices based on core technology wNegotiations during the year with major US Group Purchasing Organisation (GPO), Premier, successfully
concluded in January 2010
Retained profit for the year (£'000)
EBITDA of MIS segment (£'000)
Net cash from operations (£'000)
Earnings per ordinary share (basic) (p)
Accounts
0.27p 0.24p
£1,439
£746 £802
£696 £765
£630 £525
0.17p 0.14p
£538
£625 £428 £7
06 07 08 09
06* 07 08 09
* There was no MIS segment in 2006 and therefore no figures are available.
06 07 08 09
View online at ar09.surginnoir.com
This year we have produced an interactive online version of the annual report as part of
our environmental strategy to reduce the amount of paper printed | 1 |
1cons | 61313171.txt_2 | 61313171.txt | wNew laparoscopic training centre operational during the year and officially opened by Lord Davies of Abersoch,
Minister for Trade Investment and Small Business wLargest ever order for industrial devices based on core technology wNegotiations during the year with major US Group Purchasing Organisation (GPO), Premier, successfully
concluded in January 2010
Retained profit for the year (£'000)
EBITDA of MIS segment (£'000)
Net cash from operations (£'000)
Earnings per ordinary share (basic) (p)
Accounts
0.27p 0.24p
£1,439
£746 £802
£696 £765
£630 £525
0.17p 0.14p
£538
£625 £428 £7
06 07 08 09
06* 07 08 09
* There was no MIS segment in 2006 and therefore no figures are available.
06 07 08 09
View online at ar09.surginnoir.com
This year we have produced an interactive online version of the annual report as part of
our environmental strategy to reduce the amount of paper printed and distributed
to shareholders.
06 07 08 09
2
Our Group at a glance
Surgical Innovations Group plc ar09.surginnoir.com
Annual report and accounts 2009
The growth strategy of the business is based upon the distribution of SI branded products through our worldwide independent dealer network and the manufacturing of Original Equipment Manufacture (OEM) laparoscopic devices.
Our strategy
The next phase of our growth will come from focus on the following areas: wStrengthening OEM relationships wTechnology transfer within the medical and industrial sectors wUS expansion wAccessing new international markets
For more information please see pages 8 to 13.
Timeline
1992
Founded
Surgical Innovations founded by Professor Michael McMahon and Peter Moran to develop the EndoFlex® retractor
2005
Developed
Quick®Range
1998
Licencing
Worldwide licence agreement signed with Genzyme for EndoFlex®
AIM Admission
Admitted to AIM following merger with Haemocell plc
1999-2000
Developed
YelloPort® and Logic® Reusable Laparoscopic Instrumentation
Creation
The Resposable® product | 2 |
1cons | 61313171.txt_3 | 61313171.txt | and distributed
to shareholders.
06 07 08 09
2
Our Group at a glance
Surgical Innovations Group plc ar09.surginnoir.com
Annual report and accounts 2009
The growth strategy of the business is based upon the distribution of SI branded products through our worldwide independent dealer network and the manufacturing of Original Equipment Manufacture (OEM) laparoscopic devices.
Our strategy
The next phase of our growth will come from focus on the following areas: wStrengthening OEM relationships wTechnology transfer within the medical and industrial sectors wUS expansion wAccessing new international markets
For more information please see pages 8 to 13.
Timeline
1992
Founded
Surgical Innovations founded by Professor Michael McMahon and Peter Moran to develop the EndoFlex® retractor
2005
Developed
Quick®Range
1998
Licencing
Worldwide licence agreement signed with Genzyme for EndoFlex®
AIM Admission
Admitted to AIM following merger with Haemocell plc
1999-2000
Developed
YelloPort® and Logic® Reusable Laparoscopic Instrumentation
Creation
The Resposable® product concept
2006
Concept and Development
YelloPort+plus®
YelloPort+plus®
2001
Launched
Logi®Cut scissors at EAES, Maastricht
Logi®Cut scissors
Review of the year
Governance
Annual report and accounts 2009
Our product portfolio
Surgical Innovations Group plc ar09.surginnoir.com
Surgical Innovations
Port Access Systems
Laparoscopic Instrumentation
3
Retraction Systems
YelloPort®
YelloPort+plus®
Logi®Range
Logic® Reusable
Quick®Range
FastClamp
Diamond-Flex®
Accounts
2002
Introduced
Pencil Point Trocar to YelloPort® range
2007
Established
Master dealer in the US Clinical Advisory Board
Institutional Investment
Successful fundraising of £4,000,000
Launch
Worldwide launch of YelloPort+plus®
2003
Developed
YelloPort® Single Use valve concept
2008
Relocation
Moved into new premises with 32,000 square feet of manufacturing | 3 |
1cons | 61313171.txt_b0 | 61313171.txt | uk; and wif the calls persist, hang up. If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme. The FSA can be contacted by completing an online form at www.fsa.gov.uk/pages/doing/regulated/law/alerts/overseas.shtml. Details of any share dealing facilities that the Company endorses will be included in Company mailings. More detailed information on this or similar activity can be found on the FSA website www.moneymadeclear.fsa.gov.uk.
Surgical Innovations Group plc Clayton Wood House 6 Clayton Wood Bank Leeds LS16 6QZ T. +44 (0) 113 230 7597 F. +44 (0) 113 230 7598 W. www.surginno.com
Think surgery......think Surgical Innovations
For investor relations enquiries please email: ir@surginno.co.uk
For sales enquiries please email: sales@surginno.co.uk
For general enquiries please email: si@surginno.co.uk
Surgical Innovations Group plc Clayton Wood House 6 Clayton Wood Bank Leeds LS16 6QZ T. +44 (0)113 230 7597 F. +44 (0)113 230 7598
www.surginno.com
Glossary of terms
Autologous Blood Transfusion (ABT) Collection and re-infusion of a patient's own blood during or after surgery.
Food and Drug Administration (FDA) Regulatory body governing the marketing of food, pharmaceuticals and medical devices in the USA.
Group Purchasing Organisations (GPO) GPOs help hospitals reduce costs by aggregating volume to negotiate favourable purchasing terms with vendors.
Laparoscopic Refers to minimally invasive surgery carried out in the abdominal cavity.
Minimally Invasive Surgery (MIS) Surgery carried out through small incisions (keyholes), thereby minimising wound trauma.
Original Equipment Manufacture (OEM) Manufacture of products supplied to other companies, for sale by those companies under their own brand.
Port access system Devices used for gaining access to the abdominal cavity through small incisions.
Resposable® A device or range comprising reusable main elements and disposable accessories.
Single Port Access (SPA) surgery Single, rather than traditional multi port access systems.
| 4 |
1cons | 61313171.txt_b1 | 61313171.txt | Warning to shareholders boiler room scams
Over the last year, many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas based "brokers" who target UK shareholders, offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. These operations are commonly known as "boiler rooms". These "brokers" can be very persistent and extremely persuasive and a 2006 survey by the Financial Services Authority (FSA) has reported that the average amount lost by investors is around £20,000. It is not just the novice investor that has been duped in this way; many of the victims had been successfully investing for several years. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports. If you receive any unsolicited investment advice: wmake sure you get the correct name of the person and organisation; wcheck that they are properly authorised by the FSA before getting involved by visiting www.fsa.gov.uk/register; wreport the matter to the FSA either by calling 0845 606 1234 or visiting www.moneymadeclear.fsa.gov.uk; and wif the calls persist, hang up. If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme. The FSA can be contacted by completing an online form at www.fsa.gov.uk/pages/doing/regulated/law/alerts/overseas.shtml. Details of any share dealing facilities that the Company endorses will be included in Company mailings. More detailed information on this or similar activity can be found on the FSA website www.moneymadeclear.fsa.gov.uk.
Surgical Innovations Group plc Clayton Wood House 6 Clayton Wood Bank Leeds LS16 6QZ T. +44 (0) 113 230 7597 F. +44 (0) 113 230 7598 W. www.surginno.com
Think surgery......think Surgical Innovations
For investor relations enquiries please email: ir@surginno.co.uk
For sales enquiries please email: sales@surginno.co.uk
For general enquiries please email: si@surginno.co.uk
Surgical Innovations Group plc Clayton Wood House 6 Clayton Wood Bank Leeds | 5 |
1cons | 61164191.txt_0 | 61164191.txt | REPORT 2008
Aggreko plc Annual Report and Accounts 2008
Contributors towards our success in 2008 were: Aalidus Hendriks Aaron Langrish Aaron Escalera Aaron Story Abdelmajid Zemrani Abdelmalek Oussidhoum Abdoulaye Sarr Abdul Raouf Ali Abdul Juned Abdul Mohammed Abdul Wajid Abhinav Mishra Achille Ekwa Achim Seelbach Ad van Aken Adam Baker Adam Hentschel Adam Lee Adam Rodriguez Adan Cortes Addie Verhoeve Adeel Khan Aderfi Lyangalle Adil Al Zaman Adriaan Fok Adrian Barrera Adrian Derry Adrian Merete Adrian Velasco Adriana Almeida Adrianus Van Der Lugt Adril Novinal Agnelo Pereira Agnieszka Pietrzak Ahmad Issa Ahmet Cimsit Aidan Glendye Airson Valera Ajay Bharadwaj Ajay Mishra Ajith Kuttikad Akibu Dauda Alan McClure Alan John Robinson Alan Burns Alan Hutchinson Alan Inglis Alan Loudon Alan McDonald Alan Reid Alan Shumpert Alan Smith Alan Stewart Alan Thomas Alan Wilks Alastair Campbell Alastair Law Albert Alipio Albert Ferrer Cotura Albert Mile Albert Soistman Albert Vanderhoff Alberto Daguplo Alberto Abbate Alberto Carreon Alberto Terzaghi Alberto Vacatoledo Albertus Steenberg Alcid Nahos Alco Jensema Aldrin Arrofo Aldrina Imbault Alejandro Gonzalez Alejandro Miravet Alesia Williams Alessandro Sisti Alessia Fraquelli Alettia Munoz Alex Macrae Alex Finnie Alex Torres Alexander Coleto Alexander Hardie Alexander Johnston Alexander Lems Alexander Papa Alexander Parco Alexander Wibaut Alexandra Koopmans Alexandre Hoffmann Alexandre Joannot Alexandre Marchand Alexis Adolfo Alf Scambler Alfred Dunn Alfredo Sinoben Alfredo Dalisay Alfredo Conceicao Pereira Alfredo Tengia Alice Schmitz Alicia Mataix Alicia Paricio Alison Lefroy Brooks Alison Sweeney Alison Weisz Alistair McMurray Alistair Morison Allan Fairbairn Allan Fraser Allan Londres Allan MacPherson Allan Methven Allan Morrison Allan Pacaldo Allison Ball Allison Darroch Allison Green Allyson Jones Altaf Raad Alvaro Vega Alvin Valerio Alvin Dela Cruz Alwin Fernandes Alwyn Leibbrand | 0 |
1cons | 61164191.txt_1 | 61164191.txt | ipio Albert Ferrer Cotura Albert Mile Albert Soistman Albert Vanderhoff Alberto Daguplo Alberto Abbate Alberto Carreon Alberto Terzaghi Alberto Vacatoledo Albertus Steenberg Alcid Nahos Alco Jensema Aldrin Arrofo Aldrina Imbault Alejandro Gonzalez Alejandro Miravet Alesia Williams Alessandro Sisti Alessia Fraquelli Alettia Munoz Alex Macrae Alex Finnie Alex Torres Alexander Coleto Alexander Hardie Alexander Johnston Alexander Lems Alexander Papa Alexander Parco Alexander Wibaut Alexandra Koopmans Alexandre Hoffmann Alexandre Joannot Alexandre Marchand Alexis Adolfo Alf Scambler Alfred Dunn Alfredo Sinoben Alfredo Dalisay Alfredo Conceicao Pereira Alfredo Tengia Alice Schmitz Alicia Mataix Alicia Paricio Alison Lefroy Brooks Alison Sweeney Alison Weisz Alistair McMurray Alistair Morison Allan Fairbairn Allan Fraser Allan Londres Allan MacPherson Allan Methven Allan Morrison Allan Pacaldo Allison Ball Allison Darroch Allison Green Allyson Jones Altaf Raad Alvaro Vega Alvin Valerio Alvin Dela Cruz Alwin Fernandes Alwyn Leibbrandt Alywin Soares Amanda Benz Amanda Fillingame Amanda Krause Amanda Pierce Amanda Ross Amanda Smith Amar Aoualli Amber Lilie Ameyrah Sityar Aminder Patel Amir Aziz Amos Khoza Amos Pulcher Amrik Singh Amy Hill Amy Sharin Amy Stine Anand Narayanan Anastacia Leochico Andra Darmidjas Andras Lakos Andras Mesics Andre Alfred Andre Benade Andre Vermeulen Andrea Ferreira Andrea Antoszewski Andrea Boyce Andrea Jackson Andrea Pini Andrea Sambucetti Andrea Willems Andreas Adamus Andreas Eßmann Andreas Ibsch Andreas Miersch Andreas Mittermeier Andreas Stach Andreas Werschnik Andree Joneck Andrej Achtellik Andrej Bel Andres Corredor Andres Rodriguez Andrew Mallett Andrew Thackeray Andrew Brown Andrew Campbell Andrew Connell Andrew De Vilbiss Andrew Flannigan Andrew French Andrew Grabowski Andrew Hayes Andrew Hempstead Andrew Ho Andrew Ingram Andrew Jones Andrew Malcolm Andrew Martin Andrew Mason Andrew Mathieson Andrew McDonald Andrew McGillivray Andrew Nicholas Andrew Norrie Andrew Rodriguez Andrew Skelding Andrew Smith Andrew Taylor Andrew Tiffin Andrew Tite Andrew Walker Andrew Wilson Andrew Wormald Andrew Wotton Andrey Schego | 1 |
1cons | 61164191.txt_2 | 61164191.txt | t Alywin Soares Amanda Benz Amanda Fillingame Amanda Krause Amanda Pierce Amanda Ross Amanda Smith Amar Aoualli Amber Lilie Ameyrah Sityar Aminder Patel Amir Aziz Amos Khoza Amos Pulcher Amrik Singh Amy Hill Amy Sharin Amy Stine Anand Narayanan Anastacia Leochico Andra Darmidjas Andras Lakos Andras Mesics Andre Alfred Andre Benade Andre Vermeulen Andrea Ferreira Andrea Antoszewski Andrea Boyce Andrea Jackson Andrea Pini Andrea Sambucetti Andrea Willems Andreas Adamus Andreas Eßmann Andreas Ibsch Andreas Miersch Andreas Mittermeier Andreas Stach Andreas Werschnik Andree Joneck Andrej Achtellik Andrej Bel Andres Corredor Andres Rodriguez Andrew Mallett Andrew Thackeray Andrew Brown Andrew Campbell Andrew Connell Andrew De Vilbiss Andrew Flannigan Andrew French Andrew Grabowski Andrew Hayes Andrew Hempstead Andrew Ho Andrew Ingram Andrew Jones Andrew Malcolm Andrew Martin Andrew Mason Andrew Mathieson Andrew McDonald Andrew McGillivray Andrew Nicholas Andrew Norrie Andrew Rodriguez Andrew Skelding Andrew Smith Andrew Taylor Andrew Tiffin Andrew Tite Andrew Walker Andrew Wilson Andrew Wormald Andrew Wotton Andrey Schegolev Andries van Dongen Andy Inglis Andy Boyd Andy Fotheringham Andy Halsall Andy Holland Andy Toll Anette McPhie Anette Terrill Ang Eng Chuan Angel Bautista Angela Boustead Angela Cairney Angela Chastant Angela Daigle Angela Ferguson Angela Kraemer Angela Lauchlan Angela Trail Angelika Mechir Angelique Girou Angelique Rison-Potts Angus Braid Angus Cockburn Ani Abraham Anil Bhat Anil Devasia Anish Cherian Anita Hopwood Anita Pickens Anita Sellag Anja Anger Ann Coss Ann Crerar Anna Rego Anna Burns Anna Lane Anna Philbert Anna Rios Anne Loustalet Anne Martin Annemieke Jonker Annette Prehler Annie Hereau Anthony Moore Anthony Ackman Anthony Coupland Anthony DeSilva Anthony Foster Anthony Gordon Anthony Herriot Anthony Meehan Anthony Poirrier Anthony Raman Anthony Roe Anthony Rouaux Anthony Sarsale Anthony Smith Antoine Martinez Antonio Ramirez Antonio Aldea Antonio Buco Antonio DeSouza Antonio Fernandes Antonio Hernandez Antonio Morada Antonio Negreira Antonio Ocaban Antonio Rodriguez Antony Clement Antony Deeb Anup Shah Anupama Ravindran Anuradha Senevirathne Mud | 2 |
1cons | 61164191.txt_3 | 61164191.txt | lev Andries van Dongen Andy Inglis Andy Boyd Andy Fotheringham Andy Halsall Andy Holland Andy Toll Anette McPhie Anette Terrill Ang Eng Chuan Angel Bautista Angela Boustead Angela Cairney Angela Chastant Angela Daigle Angela Ferguson Angela Kraemer Angela Lauchlan Angela Trail Angelika Mechir Angelique Girou Angelique Rison-Potts Angus Braid Angus Cockburn Ani Abraham Anil Bhat Anil Devasia Anish Cherian Anita Hopwood Anita Pickens Anita Sellag Anja Anger Ann Coss Ann Crerar Anna Rego Anna Burns Anna Lane Anna Philbert Anna Rios Anne Loustalet Anne Martin Annemieke Jonker Annette Prehler Annie Hereau Anthony Moore Anthony Ackman Anthony Coupland Anthony DeSilva Anthony Foster Anthony Gordon Anthony Herriot Anthony Meehan Anthony Poirrier Anthony Raman Anthony Roe Anthony Rouaux Anthony Sarsale Anthony Smith Antoine Martinez Antonio Ramirez Antonio Aldea Antonio Buco Antonio DeSouza Antonio Fernandes Antonio Hernandez Antonio Morada Antonio Negreira Antonio Ocaban Antonio Rodriguez Antony Clement Antony Deeb Anup Shah Anupama Ravindran Anuradha Senevirathne Mudalige Anwar Mohammad Archie Florendo Arcot Ranganathan Ardianto Anwar Ardjan Stam Arie Groenewegen Ariel Bacani Ariel Cordovez Arjane Dela Rosa Arlene MacDonald Arlene McDougall Arlene Olivier Armando Paule Armando Suescun Armin Bernhard Arnaud Justome Arnel Apat Arnel Guardacasa Arnel Oliveros Arnel Sumagpang Arnold Bardoquilllo Arnold Bretman Arnold Genota Artemio Nismal Arthur Phillip Daniels Arthur Alcarez Arthur Handcock Arthur Pereira Arthur Wright Artravious Wilson Artur Turek Arturo Sanchez Asha Maben Ashleigh Caillouet Ashley Boole Ashwin Kumar Asterios Satrazemis Athula Ambagahaarawa Atilla Cimsit Atlantis Pierre Atul Dhande Aubrey Calder Audrey Gray Austin Fundling Averille Downes Averyl Menezes Avinash Parasa Azeem Shaffiullah Baboo Khan Babu Raj Kuruvayil Babu Raghavan Babu Ramadoss Baiju Joseph Bakthanathan Periyapayyan Balachander Subramanian Balachandra Kathirgamathamby Balak | 3 |
1cons | 61164191.txt_b0 | 61164191.txt | Vikram Rajapuri Vinay Kuruvilla George Vinay Kuruvilla George Vinay Mathew Chandy Vinay Shetty Vince Hamill Vincent Fernandes Vincent Melia Vincent Dias Vincent Musa Vincenzo Greco Manuli Vineeth Babu Vinicius Antiqueira Vinod Babu Vinod Rego Vinod Valappil Virgilo Lopena Virginia Stallings Virginie Cherprenet Vitaly Markelov Vivek Chirakkara Vivianne Burkhardt Vivienne Toghill Volker Höse Vonna Hamlin Vyacheslav Parkanski Wade Gook Walid Draou Wallace Gathe Walmir Araujo Walter Mercier Warren Culbert Wasim Ahmed Wayne DeGeorge Wayne Lee Wayne Searcy Wendell Kennedy Wenny Rufin Wes Murdock Wesley Freeman Wilfredo Gruela Wilfredo Rivas Will Mapacpac Willem Schinkelshoek William Ammons William Ayers William Bickerstaff William Brant William Cook William Dyball William Egan William Gerlach William Johnson William Kearns William Kong William Kratzer William Lamon William Lee William Murdoch William Ocloo William Paisley William Richardson William Rogers William Ross William Schmiegelt William Smith William Steward William Trahan William Vaughn William Villareal William Whiteford Willie Glenn Willy van Gestel Wilma Pereira Wimalasena Perera Winfried Gotsche WIsnu Christianto Wolfgang Hönicke Wulf Müller Xavier Varghese Yaelle Boumendil Yana Jahnke Yang Ji Yar Khan Yasarathna Mudiyanselage Yasuyo Swanson Yi Leanne Li Yogesh Gupta Younus Abdul Rahman Yudi Irawan Yulian Birev Yunus Ari Yves Ribas Yvette Broussard Yvonne Billingham Yvonne Evans Yvonne Hayden Yvonne Moorefield Zacarias Custodio Zachary Anderson Zachary Pittman Zachary Wolfrom Zaheer Valanchery Zamir Khan Zaw Hein Zebrid Iligan Zenon Biniek Zhou Wei Min Zinga Donatien Ziyaad Domingo Zosimo Soneja
Designed and produced by Tayburn Corporate
Head office Aggreko plc 8th Floor 120 Bothwell Street Glasgow G2 7JS United Kingdom Telephone 0141 225 5900 Fax 0141 225 5949 www.aggreko.com
| 4 |
1cons | 61164191.txt_b1 | 61164191.txt | ek Tommy Conway Toni Tauzin Tony Zicarrdi Tony Closser Tony Fernando Tony Goodwin Tony Loprete Tony Weston Tonya Armstead Tonya Duplantis Toranwane Popat Torben Benter Torsten Klieber Tracey Palmer Tracey Widnell Tracy Morris Tracy Wilkinson Tracy Williams Tracy Xia Travis Anthony Travis Eckelmann Travis Whaley Trevor Cardozo Trevor Piasecki Trish Dodd Tristan Alexander Trond Hadland Troy Fielding Troy Vague Trudy Heath Trudy Smith Tyrone Addison Umesh Mathur Uvaldo Aguilar Uwe Dambach Val Papson Valentina Pellicoro Valeria Locatelli Valeria Ragazzi Valerie Chillet Valerie Delliere Valerie Francks Valery Leblanc Vanessa Bonnamy Vanessa Breckenridge Vanessa Thiel Veena Velikoth Venerando Ronatay Verghese Joseph Veronica Reed Veronica Sutton Vicki Bennett Victor Jose Victor Perez Victor Miguel Barbero Victor Otalora Victor Resch Victor Tan Victoria Dunne Victoria Langlais Vidan Risteski Videsh Kumar Vijay Kamal Vazirani Vijayan Ramasamy Vijayanandan Kenjumali Vijayun Nanu Vijey Balakrishnan Vikram Rajapuri Vinay Kuruvilla George Vinay Kuruvilla George Vinay Mathew Chandy Vinay Shetty Vince Hamill Vincent Fernandes Vincent Melia Vincent Dias Vincent Musa Vincenzo Greco Manuli Vineeth Babu Vinicius Antiqueira Vinod Babu Vinod Rego Vinod Valappil Virgilo Lopena Virginia Stallings Virginie Cherprenet Vitaly Markelov Vivek Chirakkara Vivianne Burkhardt Vivienne Toghill Volker Höse Vonna Hamlin Vyacheslav Parkanski Wade Gook Walid Draou Wallace Gathe Walmir Araujo Walter Mercier Warren Culbert Wasim Ahmed Wayne DeGeorge Wayne Lee Wayne Searcy Wendell Kennedy Wenny Rufin Wes Murdock Wesley Freeman Wilfredo Gruela Wilfredo Rivas Will Mapacpac Willem Schinkelshoek William Ammons William Ayers William Bickerstaff William Brant William Cook William Dyball William Egan William Gerlach William Johnson William Kearns William Kong William Kratzer William Lamon William Lee William Murdoch William Ocloo William Paisley William Richardson William Rogers William Ross William Schmieg | 5 |
1cons | 60306799.txt_0 | 60306799.txt | annual report 2001
Ensto Annual Report 2001
CONTENTS
The Year 2001 in Brief
3
Review by the President and CEO
4
Key Indicators
6
FINANCIAL STATEMENTS FOR 2001
Board of Directors' Report
8
Income Statements
13
Balance Sheets
14
Cash Flow Statements
16
Accounting Principles
17
Notes to the Financial Statements
19
Shares and Holdings
32
Group Companies
34
Board's Proposal for the Distribution of Profit 36
Auditors' Report
36
Board of Directors
37
Contact Information
38
2
The Year 2001 in Brief
s Net sales were 182.8 million euros. In comparable figures this represents a growth of 1.7 %.
s Operating profit was 6.5 million euros or 3.6 % of net sales.
s Building Technology's units continued their dedicated investments in product development. Utility Networks started operations at the Straszyn plant in the Gdansk region of Poland, and Enclosures and Components launched the successful new terminal family Ensto Clampo.
s Industry brought some of its units together under common management. Restructuring will continue in 2002.
s In June Ensto sold Sormat Oy to the company's operating management and two industrial investors.
s Ensto Parts Oy's manufacture of stamped metal parts was sold to Meconet Oy at the beginning of September.
s Ensto Oy acquired the 48 % minority holding in TL-Coating Oy in August and the 20 % minority holding in the Estonia-based Ensto Ensek AS in November, raising its total ownership of both companies to 100 %.
s The Porvoo based Ensto Automation was acquired by the company's personnel in February 2002.
NET SALES 1997 2001 (M)
210 200 190 180 170 160 150 140 130
97 98 99 00 01
OPERATING PROFIT 1997 2001 (M)
20 18 16 14 12 10
8 6 4 2 0
97 98 99 00 01
KEY FIGURES
2001
Net sales, M Operating profit, M % of net sales Earning / share (EPS), Equity / share, Equity ratio, % Return on | 0 |
1cons | 60306799.txt_1 | 60306799.txt | terminal family Ensto Clampo.
s Industry brought some of its units together under common management. Restructuring will continue in 2002.
s In June Ensto sold Sormat Oy to the company's operating management and two industrial investors.
s Ensto Parts Oy's manufacture of stamped metal parts was sold to Meconet Oy at the beginning of September.
s Ensto Oy acquired the 48 % minority holding in TL-Coating Oy in August and the 20 % minority holding in the Estonia-based Ensto Ensek AS in November, raising its total ownership of both companies to 100 %.
s The Porvoo based Ensto Automation was acquired by the company's personnel in February 2002.
NET SALES 1997 2001 (M)
210 200 190 180 170 160 150 140 130
97 98 99 00 01
OPERATING PROFIT 1997 2001 (M)
20 18 16 14 12 10
8 6 4 2 0
97 98 99 00 01
KEY FIGURES
2001
Net sales, M Operating profit, M % of net sales Earning / share (EPS), Equity / share, Equity ratio, % Return on investment, ROI, % Return on equity, ROE, % Dividend per share, Dividend per profit, % Personnel December 31
182.8 6.5 3.6
0.16 2.36 37.1 10.2
7.1 0.06 34.3 1504
2000
200.7 17.9 8.9 0.67 3.51 45.5 19.9 21.8 1.30 31.4 1649
3
Review by the President and CEO
4
THE BEGINNING OF A NEW ERA AT ENSTO
The year 2001 saw some things come to an end and many others begin at Ensto. Ensio Miettinen, the founder of the company, transferred all the authority and responsibilities of ownership to the next generation. Many people working in our sector still associate Ensio with Ensto meaning everything that the company has accomplished under his leadership. Within the present arrangement, however, the responsibility for developing the company's operations clearly lies with the current owners and operating management and some 1 500 Ensto employees. In the established Ensto manner, we will continue to cooperate within the Group, but also increasingly | 1 |
1cons | 60306799.txt_2 | 60306799.txt | investment, ROI, % Return on equity, ROE, % Dividend per share, Dividend per profit, % Personnel December 31
182.8 6.5 3.6
0.16 2.36 37.1 10.2
7.1 0.06 34.3 1504
2000
200.7 17.9 8.9 0.67 3.51 45.5 19.9 21.8 1.30 31.4 1649
3
Review by the President and CEO
4
THE BEGINNING OF A NEW ERA AT ENSTO
The year 2001 saw some things come to an end and many others begin at Ensto. Ensio Miettinen, the founder of the company, transferred all the authority and responsibilities of ownership to the next generation. Many people working in our sector still associate Ensio with Ensto meaning everything that the company has accomplished under his leadership. Within the present arrangement, however, the responsibility for developing the company's operations clearly lies with the current owners and operating management and some 1 500 Ensto employees. In the established Ensto manner, we will continue to cooperate within the Group, but also increasingly with our customers and other partners. The public recognition Ensto has won for its reliability as a supplier, for the quality of its product systems and -- an isolated but encouraging example -- for its innovative heating cables package, can be seen as tangible results of successful cooperation projects.
HOW DID WE DO
In terms of operating profit, three out of our four business units, i.e. Building Technology, Utility Networks and Enclosures and Components, experienced a moderate but well-controlled setback in 2001 compared with the previous year. Their markets either remained unchanged or contracted. At the same time, Building Technology made considerable investments, especially in product development, and Utility Networks started restructuring its production. In addition, all three business units increased their inputs in selected markets areas. Ensto stands a fair chance of improving its performance in 2002.
The Industry business unit showed losses, especially in contract manufacturing. Consequently, corrective measures were taken and operations were briskly redirected during the autumn of 2001. Thanks to these structural changes and enhanced operations, we expect a significant improvement in performance in 2002.
WHERE ARE WE HEADED When Ensio Miettinen set up the company in 1958, it was a seller's market with, if not exactly a shortage of, at | 2 |
1cons | 60306799.txt_3 | 60306799.txt | with our customers and other partners. The public recognition Ensto has won for its reliability as a supplier, for the quality of its product systems and -- an isolated but encouraging example -- for its innovative heating cables package, can be seen as tangible results of successful cooperation projects.
HOW DID WE DO
In terms of operating profit, three out of our four business units, i.e. Building Technology, Utility Networks and Enclosures and Components, experienced a moderate but well-controlled setback in 2001 compared with the previous year. Their markets either remained unchanged or contracted. At the same time, Building Technology made considerable investments, especially in product development, and Utility Networks started restructuring its production. In addition, all three business units increased their inputs in selected markets areas. Ensto stands a fair chance of improving its performance in 2002.
The Industry business unit showed losses, especially in contract manufacturing. Consequently, corrective measures were taken and operations were briskly redirected during the autumn of 2001. Thanks to these structural changes and enhanced operations, we expect a significant improvement in performance in 2002.
WHERE ARE WE HEADED When Ensio Miettinen set up the company in 1958, it was a seller's market with, if not exactly a shortage of, at least room for new manufacturers. Today there is no lack of manufacturers in Ensto's business areas. There is abundant choice. The company's success on the international market can only depend on our ability to be a genuinely interesting supplier, and this is what our entire staff are striving to achieve. On behalf of all the new people in charge of operations, I would like to thank the founder of the company for laying the strong foundation from which we can aim ever higher. I would also like to thank all our business partners and staff for their considerable inputs, which enable us to reach for new common goals together!
Porvoo, February 2002
Seppo Martikainen President and CEO
5
Key Indicators
(12 months) M
Net sales
Change compared to last period %
Sales outside Finland
Of net sales
%
Change compared to last period %
Sales in Finland
Change compared to last period %
Exports from Finland
Change compared to last period %
Profit before depreciation
Of net sales
%
Depreciation
Of net sales
%
Operating profit
Of net sales
%
| 3 |
1cons | 60306799.txt_b0 | 60306799.txt | 2 P.O. Box 77 06101 Porvoo, Finland Tel. +358 204 76 21 Fax +358 204 76 2516
ENSTO CONTROL OY, FINLAND, FILIAL SVERIGE Västberga Allé 5 126 30 Hägersten, Sweden Tel. +46 8 556 309 00 Fax +46 8 556 309 35
ENSTO GMBH GERMANY Siemensstraße 11 65779 Kelkheim, Germany Tel. +49 6195 976 910 Fax +49 6195 976 9128 ensto-germany@t-online.de
INDUSTRY:
ENSTO AUDEL OY Tetriläntie 9, 90460 Oulunsalo, Finland Tel. +358 204 76 319 Fax +358 204 76 3999 www.audel.com
ENSTO CONNECTOR OY Kipinätie 3 P.O. Box 77 06101 Porvoo, Finland Tel. +358 204 76 21 Fax +358 204 76 2758
ENSTO IDEALPLAST AB Almenäsvägen Box 48 503 05 Borås, Sweden Tel. +46 33 163 340 Fax +46 33 133 124 www.ensto-idealplast.se
ENSTO PARTS OY Ensio Miettisen katu 2 P.O. Box 77 06101 Porvoo, Finland Tel. +358 204 76 21 Fax +358 204 76 2664
ENSTO SALOPLAST OY Kalkkitie 2 24280 Salo Tel. +358 204 76 311 Fax +358 204 76 3290
ENSTO TOOLS OY Sepäntie 4, 07230 Monninkylä, Finland Tel. +358 204 76 315 Fax +358 204 76 2890
TL-COATING OY Kiertokatu 11-13, 24280 Salo, Finland Tel. +358 204 76 3300 Fax +358 204 76 3399
39
3/2002/3500,
Ensto Oy, P.O. Box 77, 06101 Porvoo, Finland, tel. +358 204 76 21, fax + 358 204 76 2750, ensto@ensto.com, www.ensto.com
| 4 |
1cons | 60306799.txt_b1 | 60306799.txt | Tel. +48 58 346 2318 Fax +48 58 305 3235 www.enstopol.com
ENSTO SEKKO OY Kipinätie 1 P.O. Box 51 06101 Porvoo, Finland Tel. +358 204 76 21 Fax +358 204 76 2771 utility.networks@ensto.com
ENSTO SEKKO OY, FINLAND FILIAL SVERIGE Västberga Allé 5 126 30 Hägersten, Sweden Tel. +46 8 556 309 00 Fax +46 8 556 309 36
ENCLOSURES AND COMPONENTS:
ENSTO BRITICENT LIMITED Unit 6 Priory Industrial Park Airspeed Road Christchurch, Dorset BH23 4HD Great Britain Tel. +44 1425 283 300 Fax +44 1425 280 480 briticent@ensto.com
ENSTO COMPONENT AS Prof. Birkelandsvei 26 A Postboks 57 1008 Oslo, Norway Tel. +47 22 904 461 Fax +47 22 904 469
ENSTO CONTROL OY Ensio Miettisen katu 2 P.O. Box 77 06101 Porvoo, Finland Tel. +358 204 76 21 Fax +358 204 76 2516
ENSTO CONTROL OY, FINLAND, FILIAL SVERIGE Västberga Allé 5 126 30 Hägersten, Sweden Tel. +46 8 556 309 00 Fax +46 8 556 309 35
ENSTO GMBH GERMANY Siemensstraße 11 65779 Kelkheim, Germany Tel. +49 6195 976 910 Fax +49 6195 976 9128 ensto-germany@t-online.de
INDUSTRY:
ENSTO AUDEL OY Tetriläntie 9, 90460 Oulunsalo, Finland Tel. +358 204 76 319 Fax +358 204 76 3999 www.audel.com
ENSTO CONNECTOR OY Kipinätie 3 P.O. Box 77 06101 Porvoo, Finland Tel. +358 204 76 21 Fax +358 204 76 2758
ENSTO IDEALPLAST AB Almenäsvägen Box 48 503 05 Borås, | 5 |
1cons | 60821387.txt_0 | 60821387.txt | Annual Report and Consolidated Financial Statements
31 December 2005
25
Annual Report and Consolidated Financial Statements - 31 December 2005 26
Annual Report and Consolidated Financial Statements - 31 December 2005
Contents
Directors' report Corporate governance - statement of compliance
Remuneration committee report Report of the auditors on the statement of compliance on corporate governance
Statement of Directors' responsibilities Report of the auditors on the financial statements
Profit and loss account Balance sheet
Statement of changes in equity Cash flow statement Accounting policies
Notes to the financial statements
28 - 29 30 - 32
33 34 35 36 37 - 38 39 40 - 41 42 43 - 51 52 - 76
27
Annual Report and Consolidated Financial Statements - 31 December 2005
Directors' report
Ir-Rapport tad-Diretturi
The Directors present their report and the audited financial statements for the year ended 31 December 2005.
Id-Diretturi qegdin jippreentaw ir-rapport taghom u d-dikjarazzjonijiet finanzjarji awditjati gas-sena li galqet fil-31 ta' Diçembru 2005.
Principal activities
Attivitajiet ewlenin
Global Financial Services Group p.l.c. ("the Company") together Global Financial Services Group p.l.c. ("il-Kumpanija") flimkien
with its subsidiaries ("the Group") is involved in:
mas-sussidjarji ("il-Grupp") tagha huma involuti f'dan li ©ej:
- the provision of investment services and advice in terms of the - Il-provvediment ta' servizzi u pariri dwar investiment skond
Investment Services Act, 1994;
l-Att dwar is-Servizzi ta' l-Investiment, 1994;
- the carrying on of long term business of insurance under the - In-negozju fit-tul ta' assigurazzjoni fuq il-ajja skond l-Att dwar
Insurance Business Act, 1998;
il-Kummerç ta' | 0 |
1cons | 60821387.txt_1 | 60821387.txt | jarazzjonijiet finanzjarji awditjati gas-sena li galqet fil-31 ta' Diçembru 2005.
Principal activities
Attivitajiet ewlenin
Global Financial Services Group p.l.c. ("the Company") together Global Financial Services Group p.l.c. ("il-Kumpanija") flimkien
with its subsidiaries ("the Group") is involved in:
mas-sussidjarji ("il-Grupp") tagha huma involuti f'dan li ©ej:
- the provision of investment services and advice in terms of the - Il-provvediment ta' servizzi u pariri dwar investiment skond
Investment Services Act, 1994;
l-Att dwar is-Servizzi ta' l-Investiment, 1994;
- the carrying on of long term business of insurance under the - In-negozju fit-tul ta' assigurazzjoni fuq il-ajja skond l-Att dwar
Insurance Business Act, 1998;
il-Kummerç ta' l-Assigurazzjoni, 1998;
- acting as an agent for BUPA Insurance Ltd (U.K.) in respect - In-negozju ta' assigurazzjoni fuq is-saa permezz
of sickness and accident insurance in terms of the Insurance
ta' l-a©enzija gall-BUPA Insurance Ltd (U.K.) skond l-Att
Business Act, 1998;
dwar il-Kummerç ta' l- Assigurazzjoni, 1998;
- insurance broking activities in terms of the Insurance Brokers - Servizzi ta' broking ta' l-assigurazzjoni skond l-Att dwar
and Other Intermediaries Act, 1998; and
l-Assigurazzjoni minn Brokers u Intermedjarji ora, 1998;
- the provision of property management and consultancy
u Il-provvediment ta' mani©©jar ta' propjetá u servizzi
services, handling property acquisitions, disposals and
konsultattivi relatati ma' dan in-ne | 1 |
1cons | 60821387.txt_2 | 60821387.txt | l-Assigurazzjoni, 1998;
- acting as an agent for BUPA Insurance Ltd (U.K.) in respect - In-negozju ta' assigurazzjoni fuq is-saa permezz
of sickness and accident insurance in terms of the Insurance
ta' l-a©enzija gall-BUPA Insurance Ltd (U.K.) skond l-Att
Business Act, 1998;
dwar il-Kummerç ta' l- Assigurazzjoni, 1998;
- insurance broking activities in terms of the Insurance Brokers - Servizzi ta' broking ta' l-assigurazzjoni skond l-Att dwar
and Other Intermediaries Act, 1998; and
l-Assigurazzjoni minn Brokers u Intermedjarji ora, 1998;
- the provision of property management and consultancy
u Il-provvediment ta' mani©©jar ta' propjetá u servizzi
services, handling property acquisitions, disposals and
konsultattivi relatati ma' dan in-negozju.
development projects.
Review of the business
Analii tan-negozju
The Group generated a consolidated profit before tax of Lm2,625,603 during the year ended 31 December 2005. This represents an increase of 87.1% over 2004 (Lm1,403,652).
Il-Grupp i©©enera qlig konsolidat qabel it-taxxa li jammonta gal Lm2,625,603 matul is-sena li galqet fil-31 ta' Diçembru 2005. Dan jirrappreenta ieda ta' 87.1% fuq l-2004 (Lm1,403,652).
- Commission and fees receivable, increased by Lm620,507 - Il-kummissjonijiet u l'onorarji riçevuti telgu b'Lm620,507
and totalled Lm3,086,959 as compared to Lm2,466,452 in
u jagmlu total ta' Lm3,086,959 meta mqabbl | 2 |
1cons | 60821387.txt_3 | 60821387.txt | gozju.
development projects.
Review of the business
Analii tan-negozju
The Group generated a consolidated profit before tax of Lm2,625,603 during the year ended 31 December 2005. This represents an increase of 87.1% over 2004 (Lm1,403,652).
Il-Grupp i©©enera qlig konsolidat qabel it-taxxa li jammonta gal Lm2,625,603 matul is-sena li galqet fil-31 ta' Diçembru 2005. Dan jirrappreenta ieda ta' 87.1% fuq l-2004 (Lm1,403,652).
- Commission and fees receivable, increased by Lm620,507 - Il-kummissjonijiet u l'onorarji riçevuti telgu b'Lm620,507
and totalled Lm3,086,959 as compared to Lm2,466,452 in
u jagmlu total ta' Lm3,086,959 meta mqabbla ma'
2004.
Lm2,466,452 fl-2004.
- The balance on the long term business of insurance technical - Il-bilanç qabel it-taxxa tal-kont tekniku fuq kummerç
account before tax increased from Lm184,986 for 2004 to
fit-tul fl-assigurazzjoni tela' minn Lm184,986 fl-2004 gal
Lm786,912 for 2005.
Lm786,912 fl-2005.
- Operating profit increased to Lm1,703,343 (+29.7%) in 2005 - Il-qlig mill-operat died gal Lm1,703,343 (+29.7%) fl-2005,
compared to Lm1,313,430 in 2004.
meta imqabbel ma' Lm1,313,430 fl-2004.
- Earnings per share increased to 12c2 (+52.5%) from 8c in - Id-dul fuq kull sehem died gal 12ç2 (+52.5%) minn 8ç
2004 | 3 |
1cons | 60821387.txt_b0 | 60821387.txt | ,180,000
48.15 % 17.23 %
8.93 %
Number of Shareholders
One class of shares carrying equal voting rights Distribution of shareholding
Range 1 500 501 1000 1001 5000 5001 and over
as at 31 December 2005
Shares
as at 7 April 2006
Shares
1,788
1,762
as at
as at
31 December 2005
7 April 2006
Number of
Shares Number of
Shares
Shareholders
Shareholders
1,307 232 206 43
342,796 193,949 431,500 12,239,303
1,270 237 206 49
331,393 198,662 442,297 12,235,196
Financial dates
24 March 2006 24 March 2006 24 April 2006 24 May 2006 02 June 2006
Board of Directors approval of Financial Statements of the Company Preliminary Statement of Annual Results Effective date - Annual General Meeting attendance and Dividend Entitlement Annual General Meeting Dividend Payment Date
Company secretary and Registered office
Adrian Cutajar LL.D. 120, The Strand, Gzira GZR 03, Malta.
79
Annual Report and Consolidated Financial Statements - 31 December 2005
Head office
120 The Strand, Gzira GZR03 Malta
Other offices
Qormi 92 St. Bartholomew Street Qormi QRM06 Malta
Fgura 16, Hompesch Road Fgura PLA16 Malta
St. Julians Level 14, Portomaso Tower Portomaso St. Julians PTM01 Malta
Victoria Gozo Level 3, Arkadia Commercial Centre Fortunato Mizzi Street Victoria VCT 111 Gozo, Malta
Operations centre
Balzan Valley Balzan BZN08 Malta
Representative office
Libya Nesreen Street He Alzohoor Tripoli Libya
T: (356) 21 310 088 F: (356) 21 310 093
Website: www.globalcapital.com.mt Email: info@globalcapital.com.mt
GlobalCapital Financial Management Ltd, GlobalCapital Fund Advisors Ltd, GlobalCapital Insurance Brokers Ltd, GlobalCapital Life Insurance Ltd and GlobalCapital Health Insurance Agency Ltd are licensed and regulated by the Malta Financial Services Authority.
80
| 4 |
1cons | 60821387.txt_b1 | 60821387.txt | as at 31 December 2005
as at 7 April 2006
Total shares in issue
13,207,548
13,207,548
Directors' interests in the share capital of the Company
as at 31 December 2005
Shares
as at 7 April 2006
Shares
James Blake Andrew Borg Cardona LL.D
323,800 10,000
323,800 10,000
Dawood A. Rawat has a 42.48% beneficial interest in British American Insurance Co. (Mtius) Ltd. Christopher J. Pace has a 99.99% beneficial interest in Globe Financial Investments Ltd.
Shareholders holding 5 % or more of the equity
as at
as at
31 December 2005
7 April 2006
Number of
Shares Number of
Shares
Shareholders
Shareholders
British American Insurance Co. (Mtius) Ltd Globe Financial Investments Limited Aberdeen Asset Management PLC
6,359,243 2,302,233 1,180,000
48.15 % 17.43 %
8.93 %
6,359,243 2,276,233 1,180,000
48.15 % 17.23 %
8.93 %
Number of Shareholders
One class of shares carrying equal voting rights Distribution of shareholding
Range 1 500 501 1000 1001 5000 5001 and over
as at 31 December 2005
Shares
as at 7 April 2006
Shares
1,788
1,762
as at
as at
31 December 2005
7 April 2006
Number of
Shares Number of
Shares
Shareholders
Shareholders
1,307 232 206 43
342,796 193,949 431,500 12,239,303
1,270 237 206 49
331,393 198,662 442,297 12,235,196
Financial dates
24 March 2006 24 March 2006 24 April 2006 24 May 2006 02 June 2006
Board of Directors approval of Financial Statements of the Company Preliminary Statement of Annual Results Effective date - Annual General Meeting attendance and Dividend Entitlement Annual General Meeting Dividend Payment Date
Company secretary and Registered office
Adrian Cutajar LL.D. 120, The Strand, G | 5 |
1cons | 61204279.txt_0 | 61204279.txt | CROWN Hellas Can Packaging S.A.
Annual Report 2008
CROWN Hellas Can PACKAGING S.A.
Annual Report 2008
CONTENTS
Message to Shareholders
3
Financial Statements 2008
4
ñ Board of Directors' Report
7
ñ xplanatory report of the Board of Directors
13
ñ Independent Auditor's Report
16
ñ Figures and Information for the period of 1 January 2008 - 31 December 2008
68
Report on company transactions with its associates for 2008
74
Information based on Article 10 of Law 3401/2005
75
Availability of Financial Statements
76
2
ANNUAL REPORT 2008
MESSAGE TO
SHAREHOLDERS
Dear Shareholders,
We felt the impact of the global recession in the second half of the year. The effects were felt significantly in the Spanish market where the slowdown was most pronounced while a substantial investment was in progress to install a second manufacturing line in our Seville plant.
We do have faith in the recovery of the Spanish market but the slowdown is bound to go well into the next year with an anticipated upturn thereafter, in line with improvement of the economic situation worldwide.
On the other hand our markets in Greece were stable, with a good recovery in the food can business.
Our plans to restructure our operations in our food can business have progressed through the year and will be completed during 2009. The objective, as mentioned in my last report, is to achieve an acceptable level of profitability and to strengthen our position in the market, through selective investment and excellent customer service.
The beverage can market in Greece and nearby countries showed a positive trend and thus we had an upsurge in local Regional Sales, with a corresponding decline in export shipments to extended overseas locations.
Overall Company profitability showed a significant improvement, and cash flow was positive, despite the investment in our Seville plant.
However, the prospects for this year are difficult to predict, we foresee continued softness in beverage can demand in the Iberian peninsula, due to the severe economic downturn. The food can business faces challenges due to a huge price increase for tinplate implemented by steel companies for 2009 and the aerosol business is affected by a slowdown in overseas demand for locally filled products.
The company will continue to develop the same drivers that we can control and which have made us successful through | 0 |
1cons | 61204279.txt_1 | 61204279.txt | upturn thereafter, in line with improvement of the economic situation worldwide.
On the other hand our markets in Greece were stable, with a good recovery in the food can business.
Our plans to restructure our operations in our food can business have progressed through the year and will be completed during 2009. The objective, as mentioned in my last report, is to achieve an acceptable level of profitability and to strengthen our position in the market, through selective investment and excellent customer service.
The beverage can market in Greece and nearby countries showed a positive trend and thus we had an upsurge in local Regional Sales, with a corresponding decline in export shipments to extended overseas locations.
Overall Company profitability showed a significant improvement, and cash flow was positive, despite the investment in our Seville plant.
However, the prospects for this year are difficult to predict, we foresee continued softness in beverage can demand in the Iberian peninsula, due to the severe economic downturn. The food can business faces challenges due to a huge price increase for tinplate implemented by steel companies for 2009 and the aerosol business is affected by a slowdown in overseas demand for locally filled products.
The company will continue to develop the same drivers that we can control and which have made us successful through the years. These are continuous cost reduction throughout our activities, strict quality control procedures for our products, high efficiency in our operations and, above all, unsurpassed service to our customers.
These long-standing values are important aspects that will help us to successfully overcome the difficulties that lie ahead in the markets that we serve.
At this point, I wish to thank the workforce of CHC for their continued efforts throughout the year.
Ashok Kapoor The chairman of the Board
& Managing Director
ANNUAL REPORT 2008
3
FINANCIAL STATEMENTS 2008
STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS
6
BOARD OF DIRECTORS' REPORT
7
INDEPENTENT AUDITOR'S REPORT
16
BALANCE SHEET
18
INCOME STATEMENT
19
STATEMENT OF CHANGES IN EQUITY
20
CASH FLOW STATEMENT
21
NOTES TO THE FINANCIAL STATEMENTS
22
1. GENERAL INFORMATION ABOUT GROUP ACTIVITIES
22
2. BASIC ACCOUNTING PRINCIPLES
| 1 |
1cons | 61204279.txt_2 | 61204279.txt | the years. These are continuous cost reduction throughout our activities, strict quality control procedures for our products, high efficiency in our operations and, above all, unsurpassed service to our customers.
These long-standing values are important aspects that will help us to successfully overcome the difficulties that lie ahead in the markets that we serve.
At this point, I wish to thank the workforce of CHC for their continued efforts throughout the year.
Ashok Kapoor The chairman of the Board
& Managing Director
ANNUAL REPORT 2008
3
FINANCIAL STATEMENTS 2008
STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS
6
BOARD OF DIRECTORS' REPORT
7
INDEPENTENT AUDITOR'S REPORT
16
BALANCE SHEET
18
INCOME STATEMENT
19
STATEMENT OF CHANGES IN EQUITY
20
CASH FLOW STATEMENT
21
NOTES TO THE FINANCIAL STATEMENTS
22
1. GENERAL INFORMATION ABOUT GROUP ACTIVITIES
22
2. BASIC ACCOUNTING PRINCIPLES
23
3. MANAGEMENT'S CRITICAL ACCOUNTING ESTIMATES & JUDGMENTS
42
4. FINANCIAL RISK MANAGEMENT
43
5. SEGMENT INFORMATION
46
6. TANGIBLE ASSETS
48
7. INTANGIBLE ASSETS
49
8. INVESTMENTS IN SUBSIDIARIES
51
9. INVENTORY
52
10. TRADE RECEIVABLES
52
11. CASH AND CASH EQUIVALENTS
53
4
ANNUAL REPORT 2008
12. SHARE CAPITAL
53
13. OTHER RESERVES
54
14. PROVISIONS
55
15. DEFERRED INCOME TAX
56
16. LOANS
58
17. GOVERNMENT GRANTS
59
18. SUPPLIERS AND OTHER LIABILITIES
60
19. EMPLOYEE BENEFITS
61
20. OTHER OPERATING INCOME/ ( | 2 |
1cons | 61204279.txt_3 | 61204279.txt | 23
3. MANAGEMENT'S CRITICAL ACCOUNTING ESTIMATES & JUDGMENTS
42
4. FINANCIAL RISK MANAGEMENT
43
5. SEGMENT INFORMATION
46
6. TANGIBLE ASSETS
48
7. INTANGIBLE ASSETS
49
8. INVESTMENTS IN SUBSIDIARIES
51
9. INVENTORY
52
10. TRADE RECEIVABLES
52
11. CASH AND CASH EQUIVALENTS
53
4
ANNUAL REPORT 2008
12. SHARE CAPITAL
53
13. OTHER RESERVES
54
14. PROVISIONS
55
15. DEFERRED INCOME TAX
56
16. LOANS
58
17. GOVERNMENT GRANTS
59
18. SUPPLIERS AND OTHER LIABILITIES
60
19. EMPLOYEE BENEFITS
61
20. OTHER OPERATING INCOME/ (EXPENSES)
62
21. EXPENSES BY NATURE
62
22. EMPLOYEE BENEFIT EXPENSES
63
23. FINANCE COSTS
63
24. INCOME TAX EXPENSE
64
25. EARNINGS PER SHARE
65
26. CONTINGENCIES
65
27. RELATED-PARTY TRANSACTIONS
66
28. OPERATING LEASE COMMITMENTS
67
29. SUBSEQUENT EVENTS
67
30. RESTATEMENTS OF COMPARATIVE FIGURES
67
ANNUAL REPORT 2008
5
Statements of Members of the Board of Directors
(In accordance with article 5 paragraph 2 of Law 3556/2007)
To our knowledge we declare that:
a. The annual financial statements of the Group and Company for the period 01/01-31/12/08, which were prepared in accordance with the effective International Financial Reporting Standards, reflect in a true manner the assets and liabilities, equity and income statement of CROWN HELLAS CAN Packaging S.A. | 3 |
1cons | 61204279.txt_b0 | 61204279.txt | 21 / 30.05.2008)
Group "Condensed financial and other information" for the period 01/01/2008 - 31/03/2008 according to IFRS (document registration No. 19627 / 30.05.2008)
Notice of determination of dividends-payment of dividends for the year 2008 (document registration No. 22640 / 19.06.2008)
Notice of the plan for amendment of the Article of Constitution/Decision of amendment of the Article (document registration No. 22639 / 19.06.2008)
Decisions of the Annual General Meeting of shareholders of 19.06.2008 (document registration No. 24105 / 30.06.2008)
Company "Condensed financial and other information" for the period 01/01/2008 - 30/06/2008 according to IFRS (document registration No. 30762 / 28.08.2008)
Group "Condensed financial and other information" for the period 01/01/2008 30/06/2008 according to IFRS (document registration No. 30793 / 28.08.2008)
Company "Condensed financial and other information" for the period 01/01/2008 30/09/2008 according to IFRS (document registration No. 46817 / 28.11.2008)
Group "Condensed financial and other information" for the period 01/01/2008 30/09/2008 according to IFRS (document registration No. 46828 / 28.11.2008)
ANNUAL REPORT 2008
75
AVAILABILITY OF FINANCIAL STATEMENTS
Company and Group annual financial statements, the audit report prepared by the certified auditor-accountant and the Management Report of the Board of Directors have been posted to the internet on www.crownhellascan.gr.
The Company's subsidiaries included in the Group annual financial statements, which are based abroad, do not publish financial statements according to the International Financial Reporting Standards.
76
ANNUAL REPORT 2008
CROWN Hellas Can Packaging S.A.
HEAD OFFICE 57, Ethnikis Antistaseos Str., GR - 152 31 Halandri, Athens ñ el.: +30210 6799 100 ñ Fax: +30210 6799 153-6
FACTORIES CORINTH ñ THESSALONIKI ñ PATRAS ñ SEVILLE ñ AGONCILLO
| 4 |
1cons | 61204279.txt_b1 | 61204279.txt | Price Bulletin and are posted on the Athens
Stock Exchange website and on the company's website www.crownhellascan.gr
Date 06 February 2008 20 March 2008
21 March 2008
21 May 2008 30 May 2008
30 May 2008
19 June 2008 19 June 2008 30 June 2008 28 August 2008
28 August 2008 28 November 2008 28 November 2008
Subject
Briefing for the submission of a Public Offer for acquisition of all the shares of the Company from SPC (document registration No 4385 / 06.02.2008)
Company "Condensed financial and other information" for the period 01/01/2007 - 31/12/2007 according to IFRS (document registration No. 9276 / 20.03.2008)
Group "Condensed financial and other information" for the period 01/01/2007 - 31/12/2007 according to IFRS (document registration No. 9385 / 21.03.2008)
Advance notice of annual general meeting of shareholders (document registration No. 17158 / 21.05.2008)
Company "Condensed financial and other information" for the period 01/01/2008 - 31/03/2008 according to IFRS (document registration No. 19621 / 30.05.2008)
Group "Condensed financial and other information" for the period 01/01/2008 - 31/03/2008 according to IFRS (document registration No. 19627 / 30.05.2008)
Notice of determination of dividends-payment of dividends for the year 2008 (document registration No. 22640 / 19.06.2008)
Notice of the plan for amendment of the Article of Constitution/Decision of amendment of the Article (document registration No. 22639 / 19.06.2008)
Decisions of the Annual General Meeting of shareholders of 19.06.2008 (document registration No. 24105 / 30.06.2008)
Company "Condensed financial and other information" for the period 01/01/2008 - 30/06/2008 according to IFRS (document registration No. 30762 / 28.08.2008)
Group "Condensed financial and other information" for the period 01/01/2008 30/06/2008 according to IFRS (document registration No. 30793 / 28.08.2008)
Company "Condensed financial and other information" for the period 01/01/2008 30/09/2008 according to IFRS (document registration | 5 |
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BuBsuinseinsessRs eRveievwiew ReRseesaeracrhch ExEexceuctuiotinon CoCroproproartaetBerBorkoinkginganadndInIvnevsetsotroRr eRlaetlaiotinosns CoCroproproartaetFeinFainnacnece CaCsaesSetSutduidesies FinFainnacniacliaRl eRveievwiew
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0505 RiRskisMk Manaangaegmemenetnt
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0909 DiDreircetcotrosr'sR' eRsepsopnosnibsiblitiileitsies
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1414 CoCnosnosloidliadtaetdedInIcnocmome SetSataetmemenetnt
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2020 CoCnosnosloidliadtaetdedStSataetmemenetnotfoCf hCahnagnegseisninE | 1 |
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Numis Annual Report & Accounts 2010
01
Financial Highlights
Revenue 2009 £47.5m
Adjusted profit before tax* 2009 £4.2m
Statutory profit before tax 2009 loss £10.5m
Adjusted basic earnings per share 2009 3.2p
Statutory basic loss per share 2009 8.4p
| 2 |
1cons | 61418296.txt_3 | 61418296.txt | qEuqituyity
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CoCnosnosloidliadtaetdedStSataetmemenetnotfoCf aCsahshFloFlwosws
3636
HoHlodlidngingCoCmompapnaynBy aBlanlacnecSehSeheetet
3737
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NoNtoetsetsotothtehFeinFainnacniacliaSltSataetmemenetnsts
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NoNtoicteicoefoAf GAMGM
7272
Numis Annual Report & Accounts 2010
01
Financial Highlights
Revenue 2009 £47.5m
Adjusted profit before tax* 2009 £4.2m
Statutory profit before tax 2009 loss £10.5m
Adjusted basic earnings per share 2009 3.2p
Statutory basic loss per share 2009 8.4p
Net assets 2009 £113.8m
Cash and collateral balances 2009 £77.8m
Total dividend per share 2009 8.00p
£51.9m £7.9m £0.2m 6.6p 0.1p £106.7m £58.2m 8.00p
* See reconciliation on page 20.
02
Numis Annual Report & Accounts 2010
Our Business Our integrated approach and emphasis on harnessing the combined expertise of the firm to the benefit of our clients is key to our success.
Structured to deliver exceptional service to our clients
Chinese Wall
Corporate Finance
Corporate Broking & Investor
Relations
Investment Banking
Numis
Securities
Research Execution
Chinese Wall
Research
Execution
Through the recruitment of highly ranked specialist teams and the development and training of talented individuals, we are able to provide in-depth sector coverage. Our research is recognised by fund managers and corporates alike as among the best. Our research attracts institutional clients, builds relationships with them and thereby enables us to offer superior distribution to our corporate clients.
Our Sales and Trading team offer strong distribution | 3 |
1cons | 61418296.txt_b0 | 61418296.txt | our corporate client base over 5 years reflecting the growing quality of our client base and our success in winning FTSE 250 brokerships which now total 26.
80
Numis Annual Report & Accounts 2010
Information for Shareholders
Financial Calendar December Year end results announced
January
Annual report issued
February
Final dividend paid
May
Half year results announced and half year report issued
July
Interim dividend paid
Company Registration Number and Country of Incorporation 2375296, England & Wales
Registered Office 10 Paternoster Square London EC4M 7LT
Nominated Broker Numis Securities Ltd 10 Paternoster Square London EC4M 7LT
Nominated Adviser PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Registrar Computershare Investor Services plc The Pavilions Bridgwater Road Bristol BS13 8AE
Auditors PricewaterhouseCoopers LLP Hay's Galleria 1 Hays Lane London SE1 2RD
Bankers Barclays Bank plc Level 28, 1 Churchill Place London E14 5HP
Numis Corporation Plc 10 Paternoster Square, London EC4M 7LT mail@numiscorp.com www.numiscorp.com
DeDseigsnigendeadnadnpdrpordoudcuecdebdybwy wwww.wb.ebsetsatnadncdoc.coo.cmom
NNNuumummisiissCCCooroprrpoporoarrataitotiiononnPPPlcllcc TThTheheeLLoLonondndodononnSStSottocockckkEExExcxchchahanangngegeeBBBuuiuldilidlidninigngg 110100PPaPataetterenrrnonosostsettererSrSqSququauaraerree LLoLonondndodononnEECECC44M4MM77L7LTLTT
++4+44444(0((0)02))20200772726260600110100000000 mmmaaial@ili@l@nnunumummisisciscocoroprrp.pc..cocomomm
wwwwwww.n..nunumummisisciscocoroprrp.pc..cocomomm
| 4 |
1cons | 61418296.txt_b1 | 61418296.txt | /Revenue %
Non deal related revenue £m
600
100 40
90 35 500
80 30
400
70
25 60
300
50 20
200
40 15
30 10
100
20
5
10
06 07 08 09 10
06 07 08 09 10
Revenue per head Cost / Revenue %
Non deal related revenue
Corporate Client Base and Average Market Cap
No. of corporate clients
140
Average market cap £m
300
120
250
100
200
80
150
40
100
20
50
06 07 08 09 10
Corporate client base Average market cap
-13.8% 10.5% 15.9%
Annual compound decline in revenue per head over 5 years reflecting challenging market conditions but our willingness to invest in high calibre staff.
Annual compound growth in non deal revenue over 5 years reflecting the resilient performance of institutional commission, increased market share and growth in corporate clients.
Annual compound growth in average market capitalisation of our corporate client base over 5 years reflecting the growing quality of our client base and our success in winning FTSE 250 brokerships which now total 26.
80
Numis Annual Report & Accounts 2010
Information for Shareholders
Financial Calendar December Year end results announced
January
Annual report issued
February
Final dividend paid
May
Half year results announced and half year report issued
July
Interim dividend paid
Company Registration Number and Country of Incorporation 2375296, England & Wales
Registered Office 10 Paternoster Square London EC4M 7LT
Nominated Broker Numis Securities Ltd 10 Paternoster Square London EC4M 7LT
Nominated Adviser PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Registrar Computershare Investor Services plc The Pavilions Bridgwater Road Bristol BS13 8AE
Auditors PricewaterhouseCoopers LLP Hay's Galleria 1 Hays Lane London SE1 2RD
Bankers Barclays Bank plc Level 28, 1 Churchill Place London E14 5HP
Numis Corporation Plc 10 Paternoster Square, London | 5 |
1cons | 61084629.txt_0 | 61084629.txt | Annual Report and Accounts 2008
Bringing buyers and sellers together worldwide, in print, online, in person
In Print
Our publications are quarterly or biannual with controlled circulations of 10,000 to 12,000, targeted at the top executives in international markets.
Spring 2008
THE wEalTH COllECTiOn
Chief Executive Officer | 2007 Volume 2
CEO
Chief Executive Officer
Best-practice solutions for business leaders worldwide
2007 Volume 2 | £5.95 »8.00 $8.95
www.the-chiefexecutive.com
Rising stars
China dominates the top 50 up-and-coming CEOs
PLUS: climate change | special focus: India | outsourcing
CEO011_cover.indd 1
9/12/07 3:03:42 PM
Spring 2008 | £5.95 8.00 $8.95
TwHE ealth COLLECTION
TWC008_Cover.indd 1
Diamond life
Investing in modern art for pleasure and profit Special supplement: Guide to fractional ownership
Published in association with 18/3/08 15:48:11
Online
We have created a network of 30 sites that are recognised as the most powerful one-stop-shop options on the web including the architecture portal DesignBuild-Network.com
In Person
Our portfolio boasts more than 50 major international events across diverse business sectors including IT / telecoms, pharmaceuticals, packaging, construction, semiconductor, leadership and management, finance, energy, hospitality and transport.
Fraud Prevention and Revenue Assurance Middle East and North Africa
Tuesday 1 and Wednesday 2 July 2008, Dubai, UAE
MKTP0608_brochure.indd 2-4
Organised by:
VIBevents
Register online now at: www.revenueassurance.info/mena2008
Media Partners: ThePharmYard provides instant access to a unique database of specialist information which is particularly relevant to individuals working within the medical and pharmaceutical industries around the world. Titles from a diverse range of independent publishers are available to purchase in electronic document format for immediate access. See www.ThePharmYard.com
Pharma Marketing News is an independent monthly electronic newsletter focused on issues of importance to pharmaceutical marketing executives. www.news.pharma-mkting. | 0 |
1cons | 61084629.txt_1 | 61084629.txt | 11
Online
We have created a network of 30 sites that are recognised as the most powerful one-stop-shop options on the web including the architecture portal DesignBuild-Network.com
In Person
Our portfolio boasts more than 50 major international events across diverse business sectors including IT / telecoms, pharmaceuticals, packaging, construction, semiconductor, leadership and management, finance, energy, hospitality and transport.
Fraud Prevention and Revenue Assurance Middle East and North Africa
Tuesday 1 and Wednesday 2 July 2008, Dubai, UAE
MKTP0608_brochure.indd 2-4
Organised by:
VIBevents
Register online now at: www.revenueassurance.info/mena2008
Media Partners: ThePharmYard provides instant access to a unique database of specialist information which is particularly relevant to individuals working within the medical and pharmaceutical industries around the world. Titles from a diverse range of independent publishers are available to purchase in electronic document format for immediate access. See www.ThePharmYard.com
Pharma Marketing News is an independent monthly electronic newsletter focused on issues of importance to pharmaceutical marketing executives. www.news.pharma-mkting.com
Pharmaceutical Technology Used daily as a means of creating partnerships and as a point of reference by professionals within the pharmaceutical industry, this comprehensive resource supplies the latest news releases, detailed information on industry projects, white papers, event information and a thorough breakdown of products and services. www.pharmaceutical-technology.com
Eularis provides sophisticated pharmaceutical analytics that provide data-driven insight into the financial impact of corporate and marketing decisions. Unlike traditional analytics approaches, which are lengthy and whose reliance on historical or analogue data reduces their accuracy, Eularis' proprietary 94.8 Analytics Process is based on the current market situation. This proven approach helps pharmaceutical marketing teams to quickly plan, measure, validate, and optimise their sales and marketing performance. www.eularis.com
Official Publication: World Pharmaceutical Frontiers The pharmaceutical industry is changing fast. There are more regulations, technologies, faster product launches and shorter product life cycles than ever before. World Pharmaceutical Frontiers is, and will continue to be, at the forefront of these changes, so visit us at www.worldpharmaceuticals.net and stay up to date with all of the latest developments.
About Measuring Marketing ROI: ViB events' conference on Measuring Marketing ROI | 1 |
1cons | 61084629.txt_2 | 61084629.txt | com
Pharmaceutical Technology Used daily as a means of creating partnerships and as a point of reference by professionals within the pharmaceutical industry, this comprehensive resource supplies the latest news releases, detailed information on industry projects, white papers, event information and a thorough breakdown of products and services. www.pharmaceutical-technology.com
Eularis provides sophisticated pharmaceutical analytics that provide data-driven insight into the financial impact of corporate and marketing decisions. Unlike traditional analytics approaches, which are lengthy and whose reliance on historical or analogue data reduces their accuracy, Eularis' proprietary 94.8 Analytics Process is based on the current market situation. This proven approach helps pharmaceutical marketing teams to quickly plan, measure, validate, and optimise their sales and marketing performance. www.eularis.com
Official Publication: World Pharmaceutical Frontiers The pharmaceutical industry is changing fast. There are more regulations, technologies, faster product launches and shorter product life cycles than ever before. World Pharmaceutical Frontiers is, and will continue to be, at the forefront of these changes, so visit us at www.worldpharmaceuticals.net and stay up to date with all of the latest developments.
About Measuring Marketing ROI: ViB events' conference on Measuring Marketing ROI aims to bring together experts from both pharma and biotech companies to discuss practical strategies for accessing the customer, the impact of regulatory framework on the marketing function and future developments in the field.
The speakers will introduce best practices in ROI measurement and advise on how to analyse the results of your campaigns. Moreover, by attending this event you will find out which are the most effective channels in accessing both patients and physicians, how to utilise them in the most effective way and what impact will the increased effectiveness have on your ROI results.
Join us on 2425 June to discover practical approaches to marketing ROI measurement and learn from leaders in the field.
Wish to display your services and products at this leading event? Where else can you meet the leading professionals involved in marketing? We have a number of promotional packages available, from exclusive sponsorship through to exhibition stands and inserts in the documentation, with competitive prices to suit all budgets.
If you want to be part of this key industry gathering, please contact Paul Hopkins on +44 20 7753 4268 or by email at paulhopkins@vibevents.com
Booking Form
Measuring Marketing ROI in Pharma, Tuesday 24 - Wednesday 25 June 2008, Le Meridien, Pic | 2 |
1cons | 61084629.txt_3 | 61084629.txt | aims to bring together experts from both pharma and biotech companies to discuss practical strategies for accessing the customer, the impact of regulatory framework on the marketing function and future developments in the field.
The speakers will introduce best practices in ROI measurement and advise on how to analyse the results of your campaigns. Moreover, by attending this event you will find out which are the most effective channels in accessing both patients and physicians, how to utilise them in the most effective way and what impact will the increased effectiveness have on your ROI results.
Join us on 2425 June to discover practical approaches to marketing ROI measurement and learn from leaders in the field.
Wish to display your services and products at this leading event? Where else can you meet the leading professionals involved in marketing? We have a number of promotional packages available, from exclusive sponsorship through to exhibition stands and inserts in the documentation, with competitive prices to suit all budgets.
If you want to be part of this key industry gathering, please contact Paul Hopkins on +44 20 7753 4268 or by email at paulhopkins@vibevents.com
Booking Form
Measuring Marketing ROI in Pharma, Tuesday 24 - Wednesday 25 June 2008, Le Meridien, Piccadilly, London, UK
Four Easy Ways To Book Bookings can be made on this official booking form. Please use photocopies for any additional delegates.
Register online at www.pharmamarketing-events.com Email us at events@VIBevents.com Telephone on +44 (0)20 7753 4268 Fax +44 (0)20 7915 9773
Prices & Payment Information (please tick option)
O The two-day conference £1299.00 (+VAT @ 17.5% = £1526.33) O Post-conference workshop £699.00 (+VAT @ 17.5% = £821.33) O All three days (including £100 discount) £1898.00 (+ VAT @ 17.5 = £2230.15) O I cannot attend the conference but would like to receive the documentation £249 (+VAT
where applicable) O I am registering as part of a group booking, upon receipt of my colleagues' forms please
contact us and register us for either our half price or free delegate place
Total £
Discount code if applicable _________________________________ Discounts are at the discretion of VIB | 3 |
1cons | 61084629.txt_b0 | 61084629.txt | less than or equal to 50% of the recipients salary) or 8% (where the market value of the options granted is greater than 50% of the recipients salary). The grants made on 28 November 2007 are subject to a different performance criteria in which the relative performance of the Company's share price must be greater than the performance of the AiM Media index, if the percentage increase in share price outperforms the median of the index then 50% of the options will vest on the third anniversary of the Grant Date. If the percentage increase in share price is in excess of the third upper quartile (ie the percentage improvement falls within the upper quartile of the index) 100% of the options will vest on the third anniversary of the Grant Date. The start of the measurement period is 1 April 2007. Apart from the 2000 scheme, all employees including directors are eligible to participate in the share option schemes. No awards have been made under the 1996 scheme since December 2005. The fair value of options granted on 28 November 2007 was determined using the Black-Scholes valuation model as 4.08 pence per option (2007: 1 April 2006 and 6 March 2007 awards; 4.32 pence and 2.59 pence per option respectively). The significant inputs into the model were the share price at the date of grant, exercise price of 8.50 pence (2007: 1 April 2006 and 6 March 2007 awards; 11.00 pence and 6.00 pence respectively), volatility 67.80% (2007: 52.05% and 58.89% respectively) (as measured on the statistical analysis of weekly share prices over the previous three years from the date of grant), expected option life of three years and an annual risk-free interest rate of 4.50% (2007: 4.50%).
51
SPG Media Group plc · Annual Report and Accounts 2008
8. Contingent liabilities The company has no contingent liabilities as at 31 March 2008 (2007: £nil).
. Deferred taxation The company has a unrecognised potential deferred tax asset at the year end comprising:
General bad debt provisions Excess capital allowances over depreciation Losses Capital losses
2008 £'000
Provided
-
-
2007 £'000
-
-
2008 £'000
Unprovided 2007 £'000
4,264
5 4,568
4,264
4,573
2
| 4 |
1cons | 61084629.txt_b1 | 61084629.txt | Sterling Publishing Group 1996 Scheme ("1996"), options may only be exercised provided the average annual growth in earnings per share over a three-year period exceeds inflation by at least 2%. The Sterling Publishing Group 2000 Scheme ("2000") was approved to grant options by way of compensation for rights given up under the long term incentive plan. The options were exercisable as to 40% immediately, 35% after one year (10 March 2001) and 25% after two years (10 March 2002). 50 of the share options are subject to a requirement that average earnings per share over a three year period exceed inflation by at least 2%. Provision also exists for option holders to receive the cash equivalent of the excess of the market price of shares over the option exercise price in the event of a general offer for the shares in the Company. No further options may be granted under this scheme. The third scheme is the Sterling Publishing Group 2003 Scheme ("2003") approved by shareholders on 28 July 2003 and excludes the awards made under the 2000 scheme from the calculation of limits of share options to be awarded. Option granted under the 2003 scheme are subject to the requirement that earnings per share grow at an annual rate of the increase in the retail price index plus either 5% (where the market value of the options granted is less than or equal to 50% of the recipients salary) or 8% (where the market value of the options granted is greater than 50% of the recipients salary). The grants made on 28 November 2007 are subject to a different performance criteria in which the relative performance of the Company's share price must be greater than the performance of the AiM Media index, if the percentage increase in share price outperforms the median of the index then 50% of the options will vest on the third anniversary of the Grant Date. If the percentage increase in share price is in excess of the third upper quartile (ie the percentage improvement falls within the upper quartile of the index) 100% of the options will vest on the third anniversary of the Grant Date. The start of the measurement period is 1 April 2007. Apart from the 2000 scheme, all employees including directors are eligible to participate in the share option schemes. No awards have been made under the 1996 scheme since December 2005. The fair value of options granted on 28 November 2007 was determined using the Black-Scholes valuation model as 4.08 pence per option (2007: 1 April 2006 and 6 March 2007 awards; 4.32 pence and 2.59 pence per option respectively). The significant inputs into the model | 5 |
1cons | 61846474.txt_0 | 61846474.txt | ANNUAL REPORT 2012
1
4
ANNUAL REPORT 2012
6 The company at a glance 8 Statement by the Chairman of the Board of Directors/ CEO 12 Financial highlights 14 Top management of Slovenská sporitea 26 Supervisory Board members of Slovenská sporitea 28 The Slovak economy in 2012 32 Management report on activities in 2012
33 Review of financial results for 2012 35 Retail services 36 Payments and transactions 36 Distribution network 38 Corporate banking 39 Financial markets
42 Risk management in 2012 46 Human resources 48 Supervisory Board report 52 Summary corporate governance report 54 The Company`s organization
55 General Assembly of Slovenská sporitea 55 Supervisory Board of Slovenská sporitea 55 Board of Directors of Slovenská sporitea
62 Annexes
64 Independent auditor`s report and consolidated financial statements prepared in accordance with International Financial Reporting Standards
138 Independent auditor`s report and individual financial statements prepared in accordance with International Financial Reporting Standards
208 Information on issues of securities pursuant to Section 20(7) of Act No. 431/2002 Coll. on accounting
ANNUAL REPORT 2012
5
6
ANNUAL REPORT 2012
Registered office: Tomásikova 48 832 37 Bratislava Slovak Republic Company Registration Number (ICO): 00151653 Legal form: joint stock company Line of business: universal bank
Shareholders as of 31 December 2012:
EGB Ceps Holding GmbH 100.00%
Significant participations:
Realitná spolocnos Slovenskej sporitene, a. s., 100.00% Factoring Slovenskej sporitene, a. s., 100.00% Leasing Slovenskej sporitene, a. s., 100.00% Derop B.V., 85.00% Erste Group IT SK, spol. s r.o., 51.00% Procurement Services SK, spol. s r.o., 51.00% Slovak Banking Credit Bureau, spol. s r.o., 33.33% Prvá stavebná sporitea, a. s., 9.98%
Contact: Sporotel: 0850 111 888 www.slsp.sk info@slsp.sk
Credit ratings of Slovenská sporitea, a. s. as of 31 December 2012
Fitch Ratings | 0 |
1cons | 61846474.txt_1 | 61846474.txt | 37 Bratislava Slovak Republic Company Registration Number (ICO): 00151653 Legal form: joint stock company Line of business: universal bank
Shareholders as of 31 December 2012:
EGB Ceps Holding GmbH 100.00%
Significant participations:
Realitná spolocnos Slovenskej sporitene, a. s., 100.00% Factoring Slovenskej sporitene, a. s., 100.00% Leasing Slovenskej sporitene, a. s., 100.00% Derop B.V., 85.00% Erste Group IT SK, spol. s r.o., 51.00% Procurement Services SK, spol. s r.o., 51.00% Slovak Banking Credit Bureau, spol. s r.o., 33.33% Prvá stavebná sporitea, a. s., 9.98%
Contact: Sporotel: 0850 111 888 www.slsp.sk info@slsp.sk
Credit ratings of Slovenská sporitea, a. s. as of 31 December 2012
Fitch Ratings Long-term Issuer Default Rating Short-term Issuer Default Rating Viability rating Support rating Outlook
A F1 bbb 1 stable
Standard and Poor's Credit rating A pi (based on public information)
This Annual Report was prepared in accordance with Act no. 431/2002 Coll. on Accounting as amended. This explanatory report was prepared in accordance with Section 20(8) of the Accounting Act. The members of the Board of Directors of Slovenská sporitea, a. s. hereby confirm that the Summary Corporate Governance Report of Slovenská sporitea, a. s. (hereinafter referred to as,,the Report") was prepared with due professional care and is based on the best knowledge and expertise of the members of the Board of Directors of Slovenská sporitea, a. s.; they declare that the information contained in the Report was up to date, complete and true as at the date of the Report`s preparation, and that the Report does not omit any data or information which could affect its meaning.
ANNUAL REPORT 2012
7
8
ANNUAL REPORT 2012
ANNUAL REPORT 2012
9
10
ANNUAL REPORT 2012 | 1 |
1cons | 61846474.txt_2 | 61846474.txt | Long-term Issuer Default Rating Short-term Issuer Default Rating Viability rating Support rating Outlook
A F1 bbb 1 stable
Standard and Poor's Credit rating A pi (based on public information)
This Annual Report was prepared in accordance with Act no. 431/2002 Coll. on Accounting as amended. This explanatory report was prepared in accordance with Section 20(8) of the Accounting Act. The members of the Board of Directors of Slovenská sporitea, a. s. hereby confirm that the Summary Corporate Governance Report of Slovenská sporitea, a. s. (hereinafter referred to as,,the Report") was prepared with due professional care and is based on the best knowledge and expertise of the members of the Board of Directors of Slovenská sporitea, a. s.; they declare that the information contained in the Report was up to date, complete and true as at the date of the Report`s preparation, and that the Report does not omit any data or information which could affect its meaning.
ANNUAL REPORT 2012
7
8
ANNUAL REPORT 2012
ANNUAL REPORT 2012
9
10
ANNUAL REPORT 2012
Dear partners,
we have come through a year that many feared. Whilst the year did, indeed, bring challenges, I am pleased that reports evaluating Slovenská sporitea over the past year have been prevailingly positive.
The Slovak economy in 2012 grew at a slower rate than in the previous year; nonetheless, economic growth did hold up and was one of the highest in Europe. Slovakia benefited from external demand, though this was not enough to push down unemployment or increase real wages. Looking back at the previous year overall, Slovak's early parliamentary elections must be mentioned. A priority of the newlyelected government is to consolidate public finances. The consequence has been, among others, a higher tax burden on corporate entities and people, special taxes for banks and a reduction in contributions to the private pension pillar. Our results have been greatly affected by a bank levy, which is one of the highest in the European Union. In addition to this, we were also required to pay a special one-off levy to the state in the last quarter.
Despite the weakening economy and its consequent impacts on households and companies and despite impacts of the new government's measures, the year 2012 was an exceptional one for Slovenská sporitea. We provided loans | 2 |
1cons | 61846474.txt_3 | 61846474.txt |
Dear partners,
we have come through a year that many feared. Whilst the year did, indeed, bring challenges, I am pleased that reports evaluating Slovenská sporitea over the past year have been prevailingly positive.
The Slovak economy in 2012 grew at a slower rate than in the previous year; nonetheless, economic growth did hold up and was one of the highest in Europe. Slovakia benefited from external demand, though this was not enough to push down unemployment or increase real wages. Looking back at the previous year overall, Slovak's early parliamentary elections must be mentioned. A priority of the newlyelected government is to consolidate public finances. The consequence has been, among others, a higher tax burden on corporate entities and people, special taxes for banks and a reduction in contributions to the private pension pillar. Our results have been greatly affected by a bank levy, which is one of the highest in the European Union. In addition to this, we were also required to pay a special one-off levy to the state in the last quarter.
Despite the weakening economy and its consequent impacts on households and companies and despite impacts of the new government's measures, the year 2012 was an exceptional one for Slovenská sporitea. We provided loans to thousands of households, financed projects of small and large companies, and were a reliable partner for the public sector.
New tailor-made products for young people enabled us to significantly grow our client portfolio in this important target group. We continued to expand our branch network, increased the number of ATMs and upgraded our product portfolio to include new innovative products. All the business results achieved are a positive reflection of our successful banking in various segments. Similarly, key indicators, such as return on equity, coverage of non-performing loans, loans to deposit ratio or our extraordinary solvency rate, all confirm our position as the market leader.
The work of all colleagues at our bank received recognition in three major awards. Our bank's economic results, profitability, operating efficiency and ability to increase market share have made sure that after several years Slovenská sporitea has regained the title "Bank of the Year", awarded by the prestigious business weekly Trend. Slovenská sporitea's high-quality services, professionalism and innovative approach have also been praised by foreign experts our bank was awarded the prize "Best Bank in Slovakia Euromoney 2012 Awards for Excellence" by the British magazine Euromoney. We received the highest award "Best Bank in Slovakia" also | 3 |
1cons | 61846474.txt_b0 | 61846474.txt | pre-emptive right
is attached to the bonds, nor a right to
swap them
30 October 2012
28 September 2018
30 October 2017
2.85% p.a.
semi-annually, 28 September and 28 March
no
1.95% p.a.
annually, 30 October no
no
no
-
-
-
-
-
-
-
-
-
-
SK4120008749 series 01
bond with a claim related to a subordi-
nated liability bearer bond
book entry 9000
EUR 1 000
the transferability of bonds is not limited; no pre-emptive right
is attached to the bonds, nor a right to
swap them 2 November 2012
2 November 2022
combined rate
single payment, 2 November 2022 no
no
-
-
-
-
SK5110000067 series 01
investment certificate
registered in name book entry 900 5 000 EUR
the transferability of investment certificates is not limited; no
pre-emptive right is attached to the bonds, nor a right to
swap them 5 November 2012
5 November 2013
7.00% p.a
single payment, 5 November 2013
no
no
-
-
-
-
SK4120008848 series 01
bond bearer bond
book entry 2118
EUR 1 000
the transferability of bonds is not limited; no pre-emptive right
is attached to the bonds, nor a right to
swap them 5 December 2012
5 December 2018
combined rate semi-annually,
5 December and 5 June no
no
-
-
-
-
SK4120008897 series 01
mortgage bond bearer bond book entry 66 EUR 50 000
the transferability of bonds is not limited; no pre-emptive right
is attached to the bonds, nor a right to
swap them 12 December 2012
12 December 2019
2.50% p.a. semi-annually, 12 December
and 12 June no
no
-
-
-
-
218
ANNUAL REPORT 2012
ANNUAL REPORT 2012
219
www.slsp.sk
220
ANNUAL REPORT 2012
| 4 |
1cons | 61846474.txt_b1 | 61846474.txt | name
book entry 1000
EUR 500 the transferability
of investment certificates is not limited; no pre-emptive right is attached to the bonds, nor a right to swap them 27 September
2012 27 September
2013
6.50% p.a single payment,
27 September 2013 no
no
-
-
-
-
-
216
ANNUAL REPORT 2012
ANNUAL REPORT 2012
217
ISIN
Class Type Form Number of bonds Par value
The rights attached First issue date Par value maturity date Method of yield calculation
Redemption dates Early redemption Redemption guarantee Guarantee accepted by: Comp. Reg. No. (ICO) Name of the company Registered office Procedure for the swap of bonds for shares, provided the bonds are convertible
SK4120008772 series 01
SK4120008830 series 01
mortgage bond bearer bond book entry 10 000 EUR 1 000
mortgage bond bearer bond book entry 300 EUR 50 000
the transferability of bonds is not limited; no pre-emptive right
is attached to the bonds, nor a right to
swap them
28 September 2012
the transferability of bonds is not limited; no pre-emptive right
is attached to the bonds, nor a right to
swap them
30 October 2012
28 September 2018
30 October 2017
2.85% p.a.
semi-annually, 28 September and 28 March
no
1.95% p.a.
annually, 30 October no
no
no
-
-
-
-
-
-
-
-
-
-
SK4120008749 series 01
bond with a claim related to a subordi-
nated liability bearer bond
book entry 9000
EUR 1 000
the transferability of bonds is not limited; no pre-emptive right
is attached to the bonds, nor a right to
swap them 2 November 2012
2 November 2022
combined rate
single payment, 2 November 2022 no
no
-
-
-
-
SK5110000067 series 01
investment certificate
registered in name book entry 900 5 000 EUR
the transferability of investment certificates is not limited; no
pre-emptive right is attached to the bonds, nor a | 5 |
1cons | 60791311.txt_0 | 60791311.txt | CONSOLIDATED ANNUAL REPORT OF LPP S.A. FOR FY05
LETTER FROM THE PRESIDENT OF THE MANAGEMENT BOARD Page 2of 66
CONSOLIDATED ANNUAL REPORT OF LPP S.A. FOR FY05
Dear Shareholders,
2005 was yet another year of intensive growth for our Company and the entire Capital Group. It was the year that saw major increase of our trading power based
- on development of both brand store networks: Reserved and Cropp Town. As at the end of
December, the total area of brand stores was approx. 95 thousand square metres up by 48% vs. the previous year. In 2005, we also started to build our network of Cropp Town stores abroad.
Unfortunately, in 2005 our financial results were not as good as planned. We did not manage to achieve our goals. In spite of 25% growth in sales, net profit generated by the Capital Group totalled PLN 40m, down by 5% vs. the previous year. In my opinion, these results can be attributed to wrong decisions regarding the Reserved collection. Some of the Reserved clothes offered in 2005 did not sell well, as their style was apparently too daring for the market. We have always offered trendy clothing to our customers, but this time too many clothes were designed for those who like to stand out of the crowd and attract attention. It turned out that this group of customers is smaller in this region that we had expected. We have already taken action to modify our offer and balance the share of very trendy clothing in the collection as a whole.
In 2006, we want to increase our existing network from 202 to approx. 260 brand stores, at the same time increasing our total selling area to about 124 thousand square metres, i.e. up by 30%. New brand stores will be opened mainly abroad, in countries where we are currently running our business. The Russian market offers the greatest potential for growth; large investments related to construction of shopping malls are currently underway in Russia, and our brand stores are usually,located in malls. We are planning to open 20 new brand stores in Russia in 2006.
I do hope that based on the future intensive development of our sales network and modification of our product portfolio in order to meet the market needs in a more precise way, we will be able to achieve the 2006 plans and increase the value of our business to the benefit of all our shareholders.
Marek Piechocki
President of the | 0 |
1cons | 60791311.txt_1 | 60791311.txt | always offered trendy clothing to our customers, but this time too many clothes were designed for those who like to stand out of the crowd and attract attention. It turned out that this group of customers is smaller in this region that we had expected. We have already taken action to modify our offer and balance the share of very trendy clothing in the collection as a whole.
In 2006, we want to increase our existing network from 202 to approx. 260 brand stores, at the same time increasing our total selling area to about 124 thousand square metres, i.e. up by 30%. New brand stores will be opened mainly abroad, in countries where we are currently running our business. The Russian market offers the greatest potential for growth; large investments related to construction of shopping malls are currently underway in Russia, and our brand stores are usually,located in malls. We are planning to open 20 new brand stores in Russia in 2006.
I do hope that based on the future intensive development of our sales network and modification of our product portfolio in order to meet the market needs in a more precise way, we will be able to achieve the 2006 plans and increase the value of our business to the benefit of all our shareholders.
Marek Piechocki
President of the Management Board
Page 3of 66
CONSOLIDATED ANNUAL REPORT OF LPP S.A. FOR FY05
SELECTED CONSOLIDATED FINANCIAL DATA FOR FY05-FY04 Page 4of 66
CONSOLIDATED ANNUAL REPORT OF LPP S.A. FOR FY05
- Selected financial data consolidated statement
Selected financial data
Net revenues from sales of products, goods and materials Operating profit (loss) Profit (loss) before tax Net profit (loss) Net cash flow from operations Net cash flow from investments Net cash flow from financial activity Total net cash flow Total assets Long-term payables Short-term payables Shareholders' equity Share capital Number of shares Profit (loss) per ordinary share (in PLN/EURO)
- Book value per share BVPS (in PLN/EURO)
FY05
FY04
in PLN '000
FY05
FY05
in EUR '000
685,851 58,789 52,105 40,053 46,587 -92,904 58,191 11,874
434,736 15,058
186,216 | 1 |
1cons | 60791311.txt_2 | 60791311.txt | Management Board
Page 3of 66
CONSOLIDATED ANNUAL REPORT OF LPP S.A. FOR FY05
SELECTED CONSOLIDATED FINANCIAL DATA FOR FY05-FY04 Page 4of 66
CONSOLIDATED ANNUAL REPORT OF LPP S.A. FOR FY05
- Selected financial data consolidated statement
Selected financial data
Net revenues from sales of products, goods and materials Operating profit (loss) Profit (loss) before tax Net profit (loss) Net cash flow from operations Net cash flow from investments Net cash flow from financial activity Total net cash flow Total assets Long-term payables Short-term payables Shareholders' equity Share capital Number of shares Profit (loss) per ordinary share (in PLN/EURO)
- Book value per share BVPS (in PLN/EURO)
FY05
FY04
in PLN '000
FY05
FY05
in EUR '000
685,851 58,789 52,105 40,053 46,587 -92,904 58,191 11,874
434,736 15,058
186,216 232,450
3,407 1,703,500
23.51 136.45
546,289 52,658 52,671 42,156 3,208 -64,373 54,084 -7,081
311,457 4,441
115,067 190,819
3,407 1,703,500
24.75 112.02
170,470 14,612 12,951 9,955 11,579 -23,091 14,464 2,951
112,632 3,901
48,245 60,223
883 1,703,500
5.84 35.35
120,909 11,655 11,658 9,330 710 -14,247 11,970 -1,567 76,356 1,089 28,210 46,781 835
1,703,500 5.48
27.46
Profit per ordinary share (EPS) was calculated as net profit divided by the number of shares. Book value per share (BVPS) was calculated as equity divided by the number of shares.
Marek Piechocki President of the Management Board
Alic | 2 |
1cons | 60791311.txt_3 | 60791311.txt | 232,450
3,407 1,703,500
23.51 136.45
546,289 52,658 52,671 42,156 3,208 -64,373 54,084 -7,081
311,457 4,441
115,067 190,819
3,407 1,703,500
24.75 112.02
170,470 14,612 12,951 9,955 11,579 -23,091 14,464 2,951
112,632 3,901
48,245 60,223
883 1,703,500
5.84 35.35
120,909 11,655 11,658 9,330 710 -14,247 11,970 -1,567 76,356 1,089 28,210 46,781 835
1,703,500 5.48
27.46
Profit per ordinary share (EPS) was calculated as net profit divided by the number of shares. Book value per share (BVPS) was calculated as equity divided by the number of shares.
Marek Piechocki President of the Management Board
Alicja Mili6ska Vice President
Stanislaw Dreliszak Vice President
Dariusz Pachla Vice President
Page 5of 66
CONSOLIDATED ANNUAL REPORT OF LPP S.A. FOR FY05
CONSOLIDATED FINANCIAL STATEMENT OF LPP S.A. For the fiscal year ended 31 December 2005
Page 6of 66
CONSOLIDATED ANNUAL REPORT OF LPP S.A. FOR FY05
1. Consolidated balance sheet
Balance sheet
Fixed assets 1. Tangible fixed assets (PP&E) 2. Intangible assets 3. Investments 4. Receivables 5. Deferred income tax assets 6. Prepaid expenses
ASSETS
Notes
as at 2005-12-31 2004-12-31
14.1. 14.2. 14.3., 14.4.
14.17. 14.14.
195,431 175,138
14,436 876 187
4,356 438
137,353 116,605
13,644 894 472
4,176 1,562
Current assets 1 | 3 |
1cons | 60791311.txt_b0 | 60791311.txt | of its equity (with the exception of retained profit brought forward from previous years and any surplus from subsequent measurement of assets) based on a general price index, starting from dates when these funds were contributed or otherwise established, until 31 December 1996. At the same time, results of this equity restatement based on inflation indices were disclosed under retained earnings. This restatement has no impact on the total amount of equity as at the date of transition to IFRS and subsequent balance sheet dates. In Note 14.8 to the consolidated financial statement of LPP S.A. Capital Group, the Management Board of the Parent Company presented a detailed description of the hyperinflationary restatement and its impact on the structure of equity.
- The consolidated financial statement of the Capital Group contains financial data of 7
subsidiaries, whose individual financial statements were audited by certified auditors acting for and on behalf of other entities authorised to audit financial statements. Cumulative amount of balance sheet totals (before elimination of non-consolidated items) of these subsidiaries represents 15.7%'of the balance sheet total of the Capital Group's consolidated financial statement without any elimination of non-consolidated items.
We have analysed the report on the Capital Group's operations for the period from 1 January 2005 to 31 December 2005, prepared by the Management Board of the Parent Company. In our opinion, this report is in compliance with relevant requirements of Art. 49 paragraph 2 of the Accounting Act and provisions of the Ordinance by the Minister of Finance of 19 October 2005 on current and interim information provided by issuers of securities. Amounts and information presented in this report, originally disclosed in the audited consolidated financial statement, are consistent with this statement.
LPP S.A. Capital Group
Page 3 of 4
Frackowi ak i Wspolnicy Sp. z o.o.
JanLetkiewicz
Certified Auditor No. 9530/7106
Cecylia Pol
President of the Management Board HLB Fr4ckowiak i WspOlnicy Sp. z o.o. Poznan, p1. Wiosny Ludbw 2 entity authorised to audit financial statements, entered in the register of auditors certified to audit financial statements, entry no. 238 Certified Auditor no. 5282/ 782
Poznan, 24 April 2006
LPP S.A. Capital Group
Page 4 of 4
| 4 |
1cons | 60791311.txt_b1 | 60791311.txt | to the following matters:
- The attached consolidated financial statement for the fiscal year ended 31 December
2005 is the first complete consolidated financial statement prepared by the Capital Group in line with the International Accounting Standards (IAS)/International Financial
LPP S.A. Capital Group
Page 2 of 4
HLB Frackowiak i Wspolnicy Sp. z o.o.
Reporting Standards (IFRS). The Management Board of the Parent Company provided comparative data for the previous fiscal year, disclosed in this financial statement for the first time ever. In Note 13, the Management Board of the Parent Company presented reconciliation of equity previously disclosed as per the accounting principles adopted in Poland with equity disclosed as per IFRS as at the date of transition to IFRS, as well as reconciliation of closing balance equity for the last period and financial result for this period presented in the last annual consolidated financial statement drawn up in line with accounting principles previously in effect in Poland.
- Until the end of 1996, the Parent Company had been operating in the hyperinflationary
economy. As at the date of transition to IFRS, i.e. as at 1 January 2004, as required in IAS 29.24, the Company performed restatement of its equity (with the exception of retained profit brought forward from previous years and any surplus from subsequent measurement of assets) based on a general price index, starting from dates when these funds were contributed or otherwise established, until 31 December 1996. At the same time, results of this equity restatement based on inflation indices were disclosed under retained earnings. This restatement has no impact on the total amount of equity as at the date of transition to IFRS and subsequent balance sheet dates. In Note 14.8 to the consolidated financial statement of LPP S.A. Capital Group, the Management Board of the Parent Company presented a detailed description of the hyperinflationary restatement and its impact on the structure of equity.
- The consolidated financial statement of the Capital Group contains financial data of 7
subsidiaries, whose individual financial statements were audited by certified auditors acting for and on behalf of other entities authorised to audit financial statements. Cumulative amount of balance sheet totals (before elimination of non-consolidated items) of these subsidiaries represents 15.7%'of the balance sheet total of the Capital Group's consolidated financial statement without any elimination of non-consolidated items.
We have analysed the report on the Capital Group's operations | 5 |
1cons | 60605256.txt_0 | 60605256.txt | Wembley plc
Annual report and accounts 2004
Welcome to Wembley plc
Wembley plc is a track-based gaming business operating in the USA
Financial and commercial highlights
> Average weekly VLT revenue, the key performance indicator of the Lincoln Park business, increased by around 14% to $5.8m (2003: $5.1m).
> Both divisions increased profitability in their respective functional currencies.
> Adjusted earnings per share of 67.3p (2003: 65.2p).
> Net cash at 31 December 2004 of £31.6m (2003: £19.0m).
01 Chairman's statement 04 Review of operations 11 Finance Director's review 18 Five year summary 19 Report of the Directors 20 Board of Directors 21 Advisers 21 Directors' remuneration report 27 Corporate governance 29 Directors' responsibilities 30 Social, ethical and environmental
responsibility 32 Group profit and loss account 33 Balance sheets 34 Group cash flow statement 35 Other primary statements 36 Accounting policies 37 Notes to the accounts 53 Independent auditors' report
> Sale of the UK gaming division on 4 March 2005 for £49.4m.
> Conditional agreement for the sale of the US gaming division announced on 8 February 2005 for gross cash of $455m to BLB Investors LLC, together with the related purchase of BLB's 22% shareholding in Wembley for $116m.
Chairman's statement
At the time of writing my report last year, an agreed offer for the Company had been received from MGM MIRAGE ("MGM"). That was subsequently exceeded by an offer from BLB Investors LLC ("BLB"), although this did not ultimately conclude due to its withdrawal by BLB.
Nevertheless, Wembley's Board has remained committed to the strategy set out over the last few years that, at the right price, shareholders' interests are best served by a sale of the Group, either through a single transaction or a series of transactions. Management has worked extremely hard over the last six months to execute this sale strategy, announcing in the last six weeks a conditional agreement for both the sale of the US gaming division to BLB for gross proceeds of $455m and the repurchase by Wembley of BLB's 22% shareholding in the Company for $116m, and the sale of the UK gaming division for cash proceeds of £49.4m.
It is the Directors' intention that, if the sale of the | 0 |
1cons | 60605256.txt_1 | 60605256.txt | US gaming division announced on 8 February 2005 for gross cash of $455m to BLB Investors LLC, together with the related purchase of BLB's 22% shareholding in Wembley for $116m.
Chairman's statement
At the time of writing my report last year, an agreed offer for the Company had been received from MGM MIRAGE ("MGM"). That was subsequently exceeded by an offer from BLB Investors LLC ("BLB"), although this did not ultimately conclude due to its withdrawal by BLB.
Nevertheless, Wembley's Board has remained committed to the strategy set out over the last few years that, at the right price, shareholders' interests are best served by a sale of the Group, either through a single transaction or a series of transactions. Management has worked extremely hard over the last six months to execute this sale strategy, announcing in the last six weeks a conditional agreement for both the sale of the US gaming division to BLB for gross proceeds of $455m and the repurchase by Wembley of BLB's 22% shareholding in the Company for $116m, and the sale of the UK gaming division for cash proceeds of £49.4m.
It is the Directors' intention that, if the sale of the US gaming division is completed as envisaged, surplus cash will be returned to shareholders through a special dividend and/or a liquidation dividend, the latter following the receipt of shareholders' approval for the Company to enter into a members' voluntary liquidation. The method, timing and likely amount of surplus cash returned is still being evaluated. Further information will be provided at the time that any proposal for the sale of the US gaming division is put to shareholders for approval. Page 14 sets out the major issues and uncertainties to be considered in attempting to forecast likely cash returns to shareholders should the sale to BLB complete.
Throughout this turbulent year, the businesses have performed well. This is largely due to the dedication and focus of our employees who have performed admirably. I thank them all for their efforts.
Operating performance A strong underlying performance was delivered by both the US and UK gaming divisions during 2004. The US gaming division increased operating profits to $57.4m, despite a reduction of around 8% in Lincoln Park's share of video lottery terminal ("VLT") revenue to an average effective rate of 26.5% (2003: average of 28.75%). Average weekly VLT revenue increased by around 14% to $5.8m (2003: $ | 1 |
1cons | 60605256.txt_2 | 60605256.txt | US gaming division is completed as envisaged, surplus cash will be returned to shareholders through a special dividend and/or a liquidation dividend, the latter following the receipt of shareholders' approval for the Company to enter into a members' voluntary liquidation. The method, timing and likely amount of surplus cash returned is still being evaluated. Further information will be provided at the time that any proposal for the sale of the US gaming division is put to shareholders for approval. Page 14 sets out the major issues and uncertainties to be considered in attempting to forecast likely cash returns to shareholders should the sale to BLB complete.
Throughout this turbulent year, the businesses have performed well. This is largely due to the dedication and focus of our employees who have performed admirably. I thank them all for their efforts.
Operating performance A strong underlying performance was delivered by both the US and UK gaming divisions during 2004. The US gaming division increased operating profits to $57.4m, despite a reduction of around 8% in Lincoln Park's share of video lottery terminal ("VLT") revenue to an average effective rate of 26.5% (2003: average of 28.75%). Average weekly VLT revenue increased by around 14% to $5.8m (2003: $5.1m). A 12% strengthening of sterling against the US dollar, to an average rate of £1:$1.83 (2003: £1:$1.64), had an adverse impact of around £3.6m and helped produce a sterling denominated profit of £31.3m (2003: £34.4m), a decrease of around 9.0%.
The operating profit of the UK gaming division increased by 22% to £4.4m (2003: £3.6m).
Earnings per share, adjusted for exceptional items, increased by 3% to 67.3p (2003: 65.2p).
In view of the anticipated sale of the US gaming division and the consequent repurchase by Wembley of BLB's 22% shareholding in the Company, the Board has decided not to pay a final dividend for 2004. Should the sale not conclude, the Directors will consider the payment of an enhanced interim dividend in 2005.
Sales processes The conclusion of the sale of non-core assets in 2002 resulted in Wembley becoming a focused track-based gaming group, with Lincoln Park in Rhode Island generating the majority of profits. As a consequence of this concentration of risk to one location, the | 2 |
1cons | 60605256.txt_3 | 60605256.txt | 5.1m). A 12% strengthening of sterling against the US dollar, to an average rate of £1:$1.83 (2003: £1:$1.64), had an adverse impact of around £3.6m and helped produce a sterling denominated profit of £31.3m (2003: £34.4m), a decrease of around 9.0%.
The operating profit of the UK gaming division increased by 22% to £4.4m (2003: £3.6m).
Earnings per share, adjusted for exceptional items, increased by 3% to 67.3p (2003: 65.2p).
In view of the anticipated sale of the US gaming division and the consequent repurchase by Wembley of BLB's 22% shareholding in the Company, the Board has decided not to pay a final dividend for 2004. Should the sale not conclude, the Directors will consider the payment of an enhanced interim dividend in 2005.
Sales processes The conclusion of the sale of non-core assets in 2002 resulted in Wembley becoming a focused track-based gaming group, with Lincoln Park in Rhode Island generating the majority of profits. As a consequence of this concentration of risk to one location, the Board concluded that, at the right price, it would be in the best interests of shareholders to explore a possible sale of the Group.
Discussions in 2003 with a number of interested parties resulted in the Board announcing in January 2004 an agreement with MGM on the terms of a recommended cash acquisition of Wembley at a price of around 750p per share. In a subsequent auction process, BLB, which had by that stage acquired approximately 22% of Wembley's issued share capital, ultimately out-bid MGM, with a recommended cash offer in May 2004 to acquire all the remaining shares in the Company at around 860p per share.
In July 2004, BLB announced that it was allowing its offer to lapse because the valid acceptances it had received represented less than the 90% required under the terms of their offer. BLB also stated that "the political environment in which the Lincoln Park business operates has become highly uncertain". At this stage, BLB had not negotiated a long-term revenue sharing arrangement with the State of Rhode Island and a bill had been passed by the Rhode Island General Assembly enabling a referendum to allow a competing casino into the State on preferential terms. This referendum did not ultimately take place following rulings by the Rhode Island Supreme and Superior Courts.
Following the | 3 |
1cons | 60605256.txt_b0 | 60605256.txt | overall adequacy of the presentation of information in the accounts and the part of the Directors remuneration report to be audited.
Fundamental uncertainty In forming our opinion, we have considered the adequacy of the disclosures made in note 24 to the accounts concerning the potential consequences arising from a possible legal conviction of Lincoln Park Inc., one of the Company's subsidiaries, following the issue of indictments in September 2003 and September 2004, the inconclusive outcome of the resulting trial in January/February 2005 and the subsequent announcement on 1 March 2005 that the US Attorney in Rhode Island has decided on a retrial of Lincoln Park Inc. in respect of the six outstanding charges against it.
In the event that Lincoln Park Inc. is convicted in the new trial, in addition to a potential fine now believed to be of up to $3 million which is based on the revised number of charges which Lincoln Park Inc. is now facing, some or all of the Group's licences in the United States may be withdrawn or the terms of the licences adversely affected. Such events could adversely affect the Group's ability to operate Lincoln Park at current levels and could result in the Group being obliged to sell the assets of Lincoln Park below the amounts at which they are currently stated in the accounts.
Further details of the circumstances relating to this uncertainty are included in note 24. In view of the significance of this uncertainty, we consider that it should be drawn to your attention, but our opinion is not qualified in this respect.
Opinion In our opinion:
· the accounts give a true and fair view of the state of affairs of the Company and the Group as at 31 December 2004 and of the profit of the Group for the year then ended; and
· the accounts and the part of the Directors remuneration report to be audited have been properly prepared in accordance with the Companies Act 1985.
KPMG Audit Plc Chartered Accountants Registered Auditor London
18 March 2005
design CorporateEdge.com +44 (0)20 7855 5888 photography Matthew Williams print Cousin
53 Wembley plc Annual report and accounts 2004 _
Wembley plc Elvin House Stadium Way Wembley HA9 0DW United Kingdom
Telephone: +44 (0)20 8795 8003
Fax:
+44 (0)20 8900 1046
e-mail: corporate@wembleyplc.com
www.wembleyplc.com
| 4 |
1cons | 60605256.txt_b1 | 60605256.txt | , or form an opinion on the effectiveness of the Group's corporate governance procedures or risk and control procedures.
We read the other information contained in the Annual Report, including the Corporate Governance Statement and the unaudited part of the Directors' remuneration report, and consider whether it is consistent with audited accounts. We consider the implications for our audit report if we become aware of any apparent misstatements or material inconsistencies with the accounts.
Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the Group's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts and the part of the Directors remuneration report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the accounts and the part of the Directors remuneration report to be audited.
Fundamental uncertainty In forming our opinion, we have considered the adequacy of the disclosures made in note 24 to the accounts concerning the potential consequences arising from a possible legal conviction of Lincoln Park Inc., one of the Company's subsidiaries, following the issue of indictments in September 2003 and September 2004, the inconclusive outcome of the resulting trial in January/February 2005 and the subsequent announcement on 1 March 2005 that the US Attorney in Rhode Island has decided on a retrial of Lincoln Park Inc. in respect of the six outstanding charges against it.
In the event that Lincoln Park Inc. is convicted in the new trial, in addition to a potential fine now believed to be of up to $3 million which is based on the revised number of charges which Lincoln Park Inc. is now facing, some or all of the Group's licences in the United States may be withdrawn or the terms of the licences adversely affected. Such events could adversely affect the Group's ability to operate Lincoln Park at current levels and could result in the Group being obliged to sell the assets of Lincoln Park below the amounts at which they are currently stated in the accounts.
Further | 5 |
1cons | 60468490.txt_0 | 60468490.txt | Pilkington's Tiles Group plc
Annual Report and Accounts 2002
Front cover: the six base tiles of the new Directions ceramic wall tile collection, each with its own natural surface texture. Back cover: the texture of slip-resistant Terrazzo tiles.
Group Profile
Pilkington's is a design-led manufacturing and service Group offering high quality wall and floor solutions for the home, office, commercial and industrial environments.
New aesthetic and functional textures which define our environment in brand new ways...
Directions: six base wall tiles, each surface subtly different, in soft, warm, natural colours. Sensual and distinctive to the touch.
Slip resistant Terrazzo: floor tiles in an infinite variety of shades, tested to high standards for specific areas of usage.
Our portfolio is being honed to closely reflect the aesthetic and functional needs of the market and to offer real value for money.
Contents
03 Financial and Operational Highlights 04 Brand Profiles 06 Chairman's Statement 08 Chief Executive's Review 14 Financial Review 17 Directors and Advisers 18 Directors' Report 21 Corporate Governance 23 Report on Directors' Remuneration 26 Statement of the Directors' Responsibilities
in Respect of the Accounts 27 Independent Auditors Report to the
Members of Pilkington's Tiles Group plc 28 Consolidated Profit and Loss Account 29 Other Primary Statements 30 Balance Sheets 31 Consolidated Cash Flow Statement 32 Notes to the Accounts 48 Five Year Financial History 49 Notice of Annual General Meeting
Financial and Operational Highlights
The improvement in Group profitability is pleasing, especially in a year which has proved to be testing for British manufacturing. In particular, both our Terrazzo and Access Flooring businesses performed strongly, whilst the Ceramics business, which continues to operate in a highly competitive market, made satisfactory progress following the losses made in the previous year.
Turnover £'000
43,485
34,225 33,479
Profit before Tax £'000
3,303
840
Earnings per Share pence
1.47
0.35
Gearing %
40.2 27.2
21.9
0
0
0
0
2000 2001 2002
(1,275)
2000 2001 2002
(0.37)
2000 2001 2002
2000 2001 2002
Group returns to profit...
Profit before tax £0.8 | 0 |
1cons | 60468490.txt_1 | 60468490.txt | Independent Auditors Report to the
Members of Pilkington's Tiles Group plc 28 Consolidated Profit and Loss Account 29 Other Primary Statements 30 Balance Sheets 31 Consolidated Cash Flow Statement 32 Notes to the Accounts 48 Five Year Financial History 49 Notice of Annual General Meeting
Financial and Operational Highlights
The improvement in Group profitability is pleasing, especially in a year which has proved to be testing for British manufacturing. In particular, both our Terrazzo and Access Flooring businesses performed strongly, whilst the Ceramics business, which continues to operate in a highly competitive market, made satisfactory progress following the losses made in the previous year.
Turnover £'000
43,485
34,225 33,479
Profit before Tax £'000
3,303
840
Earnings per Share pence
1.47
0.35
Gearing %
40.2 27.2
21.9
0
0
0
0
2000 2001 2002
(1,275)
2000 2001 2002
(0.37)
2000 2001 2002
2000 2001 2002
Group returns to profit...
Profit before tax £0.8 million compared to loss of £1.3 million in previous year.
Gearing reduced...
Gearing down to 21.9% from 40.2% in previous year.
Financial Highlights for the year ended 31 March 2002
Turnover Profit before taxation and exceptional costs Exceptional costs Profit/(loss) before taxation
Earnings per share (before exceptional costs)* Earnings/(loss) per share (after exceptional costs)* Dividends per share
Interest cover (before exceptional costs) Dividend cover (before exceptional costs)*
Net debt
Gearing*
*Prior year comparatives have been restated for FRS 19.
2002 £'m 33.5 1.0 (0.2) 0.8
p 0.42 0.35
-
Times
3.6 -
£'m 3.1
% 21.9
2001 £'m 34.2 0.7 (2.0) (1.3)
p 0.47 (0.37)
0.2
Times
3.0 2.4
£'m 5.2
% 40.2
2000 £'m 43.5 3.7 (0.4 | 1 |
1cons | 60468490.txt_2 | 60468490.txt | million compared to loss of £1.3 million in previous year.
Gearing reduced...
Gearing down to 21.9% from 40.2% in previous year.
Financial Highlights for the year ended 31 March 2002
Turnover Profit before taxation and exceptional costs Exceptional costs Profit/(loss) before taxation
Earnings per share (before exceptional costs)* Earnings/(loss) per share (after exceptional costs)* Dividends per share
Interest cover (before exceptional costs) Dividend cover (before exceptional costs)*
Net debt
Gearing*
*Prior year comparatives have been restated for FRS 19.
2002 £'m 33.5 1.0 (0.2) 0.8
p 0.42 0.35
-
Times
3.6 -
£'m 3.1
% 21.9
2001 £'m 34.2 0.7 (2.0) (1.3)
p 0.47 (0.37)
0.2
Times
3.0 2.4
£'m 5.2
% 40.2
2000 £'m 43.5 3.7 (0.4) 3.3
p 1.64 1.47
0.6
Times
9.4 2.9
£'m 3.5
% 27.2
Brand Profiles
Pilkington's is a leading manufacturer and design innovator in ceramic floor and wall tiles, with a broad portfolio of products in many sectors including domestic, architectural and housebuilding. Production is carried out at a 20 acre site in Manchester and an 8 acre site in Poole. This is supplemented by supplier partnerships with other leading European companies.
Woolliscroft Tiles has been manufacturing for over 150 years in the UK. Clays are supplied from the Group's own quarry in Dorset. Unglazed floor tiles for commercial and industrial environments include the market leading and unique Versatile brand and also the renowned Atlaz industrial floor tiles.
Quiligotti introduced Terrazzo manufacture to the UK and remains the clear market leader today. A new factory produces the product long famed for its durability in Supermarkets, Shopping Malls, Airports, Railway Stations and other heavy foot traffic public spaces. Investment in design, development and marketing is driving Quiligotti Terrazzo into new areas of use, capturing the imagination of a new | 2 |
1cons | 60468490.txt_3 | 60468490.txt | ) 3.3
p 1.64 1.47
0.6
Times
9.4 2.9
£'m 3.5
% 27.2
Brand Profiles
Pilkington's is a leading manufacturer and design innovator in ceramic floor and wall tiles, with a broad portfolio of products in many sectors including domestic, architectural and housebuilding. Production is carried out at a 20 acre site in Manchester and an 8 acre site in Poole. This is supplemented by supplier partnerships with other leading European companies.
Woolliscroft Tiles has been manufacturing for over 150 years in the UK. Clays are supplied from the Group's own quarry in Dorset. Unglazed floor tiles for commercial and industrial environments include the market leading and unique Versatile brand and also the renowned Atlaz industrial floor tiles.
Quiligotti introduced Terrazzo manufacture to the UK and remains the clear market leader today. A new factory produces the product long famed for its durability in Supermarkets, Shopping Malls, Airports, Railway Stations and other heavy foot traffic public spaces. Investment in design, development and marketing is driving Quiligotti Terrazzo into new areas of use, capturing the imagination of a new generation of designers and specifiers.
Quiligotti Access Flooring creates raised floor systems that incorporate access to building services concealed below the floor surface. Systems range from the cost effective Microfloor brand through to high specification steel encapsulated panels with factory bonded finishes in ceramics, hardwood and natural stone.
Specialists in the installation of hard flooring, the company is particularly involved in projects that are most demanding by way of their large scale or difficult site conditions and timescale.
The ceramic business returns to profit following remedial actions referred to in last year's annual report, but a considerable amount remains to be accomplished.
Both the Terrazzo and Access Flooring businesses performed strongly, returning record profits.
Directions Essential: a soft satin glaze, and each motif a delicate imprint of life captured forever within stone.
Chairman's Statement
The coming financial year should see further improvement as we reduce the breadth of our activities, build on areas of strength and focus on improving both the pace of change and operational effectiveness.
H A (Tony) Palmer, Chairman
The improvement in Group profitability is pleasing, especially in a year which has proved to be testing for British manufacturing. In particular, both our Terrazzo and | 3 |
1cons | 60468490.txt_b0 | 60468490.txt | of account of the Company at the date hereof be and the same is hereby cancelled.
By order of the Board,
M J Hesketh Company Secretary
Registered Office: PO Box 4 Rake Lane Clifton Junction Manchester M27 8LP
17 May 2002
Notes:
1 A Shareholder 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. A proxy need not also be a Shareholder. Appointment of a proxy will not preclude a Shareholder from attending and/or voting at the Annual General Meeting.
2 Forms of proxy should be completed in accordance with the notes on the enclosed form and should be received by the Company's Registrars, License No. SWB 1002, Computershare Services plc, PO Box 1075, Bristol BS99 3FA, not later than 48 hours before the time appointed for the Annual General Meeting. In the case of a form of proxy signed by an agent of a Shareholder who is not a corporation, the authority under which the proxy form is signed, or an office copy or a copy of it certified in accordance with Section 3 of the Powers of Attorney Act 1971, should also be received by the Registrars not later than 48 hours before the time appointed for the meeting.
3 The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those Shareholders registered in the Register as at 11.00 am on 23 July 2002 shall be entitled to attend or vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries in the Register after 11.00 am on 23 July 2002 shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
4 Copies of the service contracts of the Directors of the Company and a register of their interests are available for inspection at the registered office of the Company during normal business hours and will be available for inspection at the place of the Annual General Meeting from 10.45 am until its conclusion.
50 Pilkington's Tiles Group plc Annual Report and Accounts 2002
Pilkington's Tiles Group plc PO Box 4, Clifton Junction, Manchester M27 8LP Telephone: +44 (0) 161 727 1000 Fax: +44 (0) 161 727 1063 www.pilkingtons.com
| 4 |
1cons | 60468490.txt_b1 | 60468490.txt | which may be paid for an Ordinary Share is 5p (exclusive of expenses);
(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is an amount equal to 105 per cent. of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is purchased;
(d) this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or 15 months from the passing of this resolution whichever is earlier; and
(e) the Company may, before this authority expires, make a contract or contracts to purchase Ordinary Shares under this authority which contract would or might be executed wholly or partly after the expiry of this authority, and the Directors may make a purchase of Ordinary Shares in pursuance of any such contract or contracts as if such authority had not expired.
8 THAT the share premium account standing in the books of account of the Company at the date hereof be and the same is hereby cancelled.
9 THAT the capital redemption reserve standing in the books of account of the Company at the date hereof be and the same is hereby cancelled.
By order of the Board,
M J Hesketh Company Secretary
Registered Office: PO Box 4 Rake Lane Clifton Junction Manchester M27 8LP
17 May 2002
Notes:
1 A Shareholder 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. A proxy need not also be a Shareholder. Appointment of a proxy will not preclude a Shareholder from attending and/or voting at the Annual General Meeting.
2 Forms of proxy should be completed in accordance with the notes on the enclosed form and should be received by the Company's Registrars, License No. SWB 1002, Computershare Services plc, PO Box 1075, Bristol BS99 3FA, not later than 48 hours before the time appointed for the Annual General Meeting. In the case of a form of proxy signed by an agent of a Shareholder who is not a corporation, the authority under which the proxy form is signed, or an office copy or a copy of it certified in accordance with Section 3 of the Powers of Attorney Act 1971, should also be | 5 |
1cons | 60953605.txt_0 | 60953605.txt | Sustained growth in profits and operations
Annual Report and Accounts 2006
Annual Report and Accounts 2006
Highlights 2006
Profit from operations up 22% Pre-tax profits up 16%
Basic earnings per share increased by 18% Total dividend per Ordinary Share increased by 17%
UK unit output increased by 49% Total private and contracting residential
completions up 18%
Turnover
+ 29%
Gross Profit
+ 30%
EBITA
+ 22%
Profit Before Taxation
+ 16%
Earnings Per Share
+ 18%
Contents
Chairman's Statement
2
Chief Executive's Review
4
Principal Locations
14
Board of Directors
16
Senior Executives
18
Operating Divisions
19
Corporate Information
20
Report of the Directors
21
Report of the Remuneration Committee 27
Corporate Governance
29
Statement of the Directors' Responsibilities 32
Independent Auditors' Report
33
Financial Statements
35
Notice of Annual General Meeting
78
Chairman's Statement
Riverlane, Dungarvan
Ned Sullivan Chairman
The Directors are pleased to report an increase in basic earnings per share of 18% to 145.85 cent, as compared to 124.01 cent in 2005. Pre-tax profits increased by 16% to 58.0 million compared to the 2005 result of 50.1 million. Profit after tax for the year was 48.6 million compared with 41.1 million for the full year in 2005, an increase of 18%.
Dividend
The Board recommends a final dividend for the year ended 31 December 2006 of 18 cent per share (2005: 15 cent), up 20%, payable to all shareholders on the register at the close of business on 16 March 2007. Subject to confirmation at the Annual General Meeting on 9 May 2007, this final dividend will be paid to shareholders on 11 May 2007. This brings the total dividend for the year to 28 cent (2005: 24 cent), an increase of 17%. For the avoidance of doubt, New Ordinary Shares issued pursuant to the Rights Issue announced in February will not carry any entitlement to the final dividend for the year ended 31 December 2006. The dividend cover remains in line with the Group's | 0 |
1cons | 60953605.txt_1 | 60953605.txt | Meeting
78
Chairman's Statement
Riverlane, Dungarvan
Ned Sullivan Chairman
The Directors are pleased to report an increase in basic earnings per share of 18% to 145.85 cent, as compared to 124.01 cent in 2005. Pre-tax profits increased by 16% to 58.0 million compared to the 2005 result of 50.1 million. Profit after tax for the year was 48.6 million compared with 41.1 million for the full year in 2005, an increase of 18%.
Dividend
The Board recommends a final dividend for the year ended 31 December 2006 of 18 cent per share (2005: 15 cent), up 20%, payable to all shareholders on the register at the close of business on 16 March 2007. Subject to confirmation at the Annual General Meeting on 9 May 2007, this final dividend will be paid to shareholders on 11 May 2007. This brings the total dividend for the year to 28 cent (2005: 24 cent), an increase of 17%. For the avoidance of doubt, New Ordinary Shares issued pursuant to the Rights Issue announced in February will not carry any entitlement to the final dividend for the year ended 31 December 2006. The dividend cover remains in line with the Group's stated target of 5 times basic earnings per share.
Operational Highlights
Strong sales and profitability were achieved across the Group's three core regions of Ireland, the UK and Spain. The Group completed a total of 2,372 private and contract residential units in 2006 as compared to 2,013 in 2005, an increase of 18%. In particular, the UK division's growth strategy gained significant momentum and operationally is now similar in scale to the Irish home building division. The Group undertook two acquisitions in the UK in 2006 which extended the division's regional spread in the North and Midlands of England. The Group's UK operations recorded a 49% volume increase in 2006. The Group has achieved a comprehensive regional spread
of housing operations across Ireland and the UK. Both the Irish and UK markets continued to demonstrate strong demand for product consistent with McInerney's portfolio. Hillview Developments continued to concentrate on its development plans in both the Irish and UK markets and achieved considerable success in the UK.
Ireland: The Irish home building operation recorded a favourable result with turnover of 261 million and operating profit of 51 million. The increase was driven by an improvement in average unit pricing to 285,000 (including VAT) which offset the reduction in 2006 completions to 1,025 units | 1 |
1cons | 60953605.txt_2 | 60953605.txt | stated target of 5 times basic earnings per share.
Operational Highlights
Strong sales and profitability were achieved across the Group's three core regions of Ireland, the UK and Spain. The Group completed a total of 2,372 private and contract residential units in 2006 as compared to 2,013 in 2005, an increase of 18%. In particular, the UK division's growth strategy gained significant momentum and operationally is now similar in scale to the Irish home building division. The Group undertook two acquisitions in the UK in 2006 which extended the division's regional spread in the North and Midlands of England. The Group's UK operations recorded a 49% volume increase in 2006. The Group has achieved a comprehensive regional spread
of housing operations across Ireland and the UK. Both the Irish and UK markets continued to demonstrate strong demand for product consistent with McInerney's portfolio. Hillview Developments continued to concentrate on its development plans in both the Irish and UK markets and achieved considerable success in the UK.
Ireland: The Irish home building operation recorded a favourable result with turnover of 261 million and operating profit of 51 million. The increase was driven by an improvement in average unit pricing to 285,000 (including VAT) which offset the reduction in 2006 completions to 1,025 units (2005: 1,138). The Irish land bank comprised 4,788 plots as at 31 December 2006, of which 1,671 plots had full planning permission and a further 1,427 plots were in the planning process. The Group also held further land with potential for 1,240 units for development in the longer term.
The Group's commercial division, Hillview Developments completed 5,632 sq. metres of industrial units in Ireland in 2006, achieving turnover of 11 million (2005: 21 million). This compares to 14,217 sq. metres of industrial units in 2005.
The Irish contracting business secured significant growth in 2006 with a turnover of 93 million achieved on 309 housing unit completions. The order book on hand is 156 million compared to 129 million a year ago.
UK: Our objectives to scale up our UK operations and extend our presence across the North of England were realised in 2006. Operating profit of 22 million was achieved on turnover of 240 million. Substantial progress was accomplished in increasing unit output with some 980 private housing units completed, compared to 658 in 2005, representing an increase of 49%. Average unit pricing progressed by 8% to 206,000 (£140,000).
McInerney Holdings plc
| 2 |
1cons | 60953605.txt_3 | 60953605.txt | (2005: 1,138). The Irish land bank comprised 4,788 plots as at 31 December 2006, of which 1,671 plots had full planning permission and a further 1,427 plots were in the planning process. The Group also held further land with potential for 1,240 units for development in the longer term.
The Group's commercial division, Hillview Developments completed 5,632 sq. metres of industrial units in Ireland in 2006, achieving turnover of 11 million (2005: 21 million). This compares to 14,217 sq. metres of industrial units in 2005.
The Irish contracting business secured significant growth in 2006 with a turnover of 93 million achieved on 309 housing unit completions. The order book on hand is 156 million compared to 129 million a year ago.
UK: Our objectives to scale up our UK operations and extend our presence across the North of England were realised in 2006. Operating profit of 22 million was achieved on turnover of 240 million. Substantial progress was accomplished in increasing unit output with some 980 private housing units completed, compared to 658 in 2005, representing an increase of 49%. Average unit pricing progressed by 8% to 206,000 (£140,000).
McInerney Holdings plc
Chairman's Statement
Druid's Glen, Wicklow
Sharp Street, Manchester
As per the Board's stated growth
achieved. Average unit prices were
strategy, the UK and Irish divisions
Each division is
505,000. Work has commenced
are now of equivalent operational scale. The Group is an expanding home builder in the North of England and the capital raising announced in February,
strategically positioned with an advantageous geographic footprint
on a new freehold site of 45 units at El Cortesin, a golf urbanisation near Estepona. A further site with planning permission for 80 units has recently
is intended to fund the acquisition of
and an appropriate
been secured at La Cala, near Mijas.
Lancing Homes and to assist our UK business to achieve further growth going forward.
housing portfolio for its target segment.
Annual General Meeting Our Annual General Meeting takes
The acquisitions of Augusta Developments and Bowey Homes in 2006, gave the Group access to new regions and product specialities. Augusta's expertise in social housing gave the Group a presence in the South Midlands and access to a new market of housing demand | 3 |
1cons | 60953605.txt_b0 | 60953605.txt | the business done on each of the ten business days preceding the re-issue of the treasury shares:
(a) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or
(b) if there shall be only one dealing reported for the day, the price at which such dealing took place; or
(c) if there shall not be any dealings reported for the day, the average of the high and low market guide price for that day; and if there shall be only a high (but not a low) or only a low (but not a high), market guide price reported, or if there shall not be any market guide price reported, for any particular day then that day shall not count as one of the said ten business days for the purpose of determining the Appropriate Average.
If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Average is to be determined is altered or is replaced by some other means then the Appropriate Average shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Irish Stock Exchange or its equivalent.
The foregoing determination of the re-issue price range shall remain effective until the close of business on the earlier of the date of the next Annual General Meeting of the Company or 9 November 2008 unless previously varied or renewed in accordance with the provisions of the said section 209.
By order of the Board
Mark Shakespeare, Secretary
29 Kenilworth Square, Rathgar, Dublin 6 Dated this 29th day of March 2007.
A member who is unable to be present at the meeting may appoint a proxy to attend, speak and vote instead of him/her/it. A Form of Proxy is enclosed with this report. A proxy need not be a member of the Company. The terms of reference of all Board Committees will be made available half an hour prior to the commencement of the meeting. There are no service contracts which are required to be available for inspection at the meeting.
80
McInerney Holdings plc
Produced by Weber Shandwick. Designed by XMI Design.
McInerney Holdings plc 29 Kenilworth Square Rathgar Dublin 6.
Tel: Fax: Email: Web:
+353 1 496 2010 +353 1 496 2055 reception@mcinerney.ie www.mcinerney.ie
| 4 |
1cons | 60953605.txt_b1 | 60953605.txt | and may complete any such contract as if the authority hereby conferred had not expired.
13. To consider and, if thought fit, to pass the following Special Resolution:
That, subject to the passing of Resolution 12 contained in the notice of this meeting, for the purposes of section 209 of the Companies Act, 1990 the maximum and minimum prices at which any treasury shares (as defined by the said section 209) for the time being held by the Company may be reissued off-market shall be as follows:
(a) the maximum price at which any such share (a `Relevant Share') may be reissued off-market shall be an amount equal to 120 per cent of the Appropriate Average; and
(b) the minimum price at which a Relevant Share may be reissued off-market shall be an amount equal to 95 per cent of the Appropriate Average.
For the purposes of the resolution the `Appropriate Average' shall mean the average of the ten amounts resulting from determining whichever of the following ((a), (b) or (c) specified below) in relation to shares of the same class as such Relevant Share to be reissued, as determined from the information published in The Irish Stock Exchange Daily Official List reporting the business done on each of the ten business days preceding the re-issue of the treasury shares:
(a) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or
(b) if there shall be only one dealing reported for the day, the price at which such dealing took place; or
(c) if there shall not be any dealings reported for the day, the average of the high and low market guide price for that day; and if there shall be only a high (but not a low) or only a low (but not a high), market guide price reported, or if there shall not be any market guide price reported, for any particular day then that day shall not count as one of the said ten business days for the purpose of determining the Appropriate Average.
If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Average is to be determined is altered or is replaced by some other means then the Appropriate Average shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Irish Stock Exchange or its equivalent.
The foregoing determination of the re-issue price range shall | 5 |
1cons | 61299975.txt_0 | 61299975.txt | Bringing service to life
Delivering Essential Services... Together
Serco Group plc Annual Review and Accounts 2009
Contents
1 Introduction 2 2009 Highlights
Our business 4 Our offering 5 Our culture and values 6 A balanced portfolio 8 Markets 10 Our strategy 12 Managing our business lifecycle
Our performance 14 Chairman's Statement 16 Chief Executive's Statement 20 Operating review and case studies 36 Market Opportunities 38 Finance Review 46 Resources 50 Corporate responsibility 54 Principal risks and uncertainties
58 Directors, Secretary and Advisors 59 Corporate Governance Report 65 Directors' Report 67 Directors' Responsibilities 68 Directors' profiles 70 Remuneration Report 81 Independent Auditors' Report
Financial Statements 82 Consolidated Income Statement 82 Consolidated Statement of Comprehensive Income 83 Consolidated Statement of Changes in Equity 84 Consolidated Balance Sheet 85 Consolidated Cash Flow Statement 86 Notes to the Consolidated Financial Statements 135 Serco Group plc Company Financial Statements
141 Shareholder information IBC Financial calendar
Introduction 1
Serco is an international service company that combines commercial know-how with a deep public service ethos. We deliver essential services on behalf of national and local governments, who represent over 90% of our business, and for commercial customers.
In doing so, we are helping them meet profound challenges. Public finances are under significant pressure around the world but citizens still expect continual improvements in service quality. At the same time, our customers need to address crucial issues such as economic development, congestion, security and demographic and climate change. The companies we work for face similar financial and operational pressures. Increasingly, our customers are using our broad skills and capabilities to address this significant agenda, and to improve productivity and efficiency. We start by leading people more effectively, and instilling our values and our ethos of delivering high-quality services, which inform everything we do. At the same time, we improve efficiency by introducing new processes and technology and making the best use of assets. This approach enables us to take on new and complex tasks and transform the quality, reliability and efficiency of essential services ranging from air traffic control to running scientific establishments. Our vision is to be the leading service company in our chosen markets. This means we want to be the best partner to work with, the company people aspire to work for and the company that delivers superior returns to shareholders. Our chosen markets are those that promise strong revenue growth, attractive margins and the ability to offer good working conditions for our people.
2
2009 Highlights
A strong performance and well positioned for future growth
Revenue ( | 0 |
1cons | 61299975.txt_1 | 61299975.txt | finances are under significant pressure around the world but citizens still expect continual improvements in service quality. At the same time, our customers need to address crucial issues such as economic development, congestion, security and demographic and climate change. The companies we work for face similar financial and operational pressures. Increasingly, our customers are using our broad skills and capabilities to address this significant agenda, and to improve productivity and efficiency. We start by leading people more effectively, and instilling our values and our ethos of delivering high-quality services, which inform everything we do. At the same time, we improve efficiency by introducing new processes and technology and making the best use of assets. This approach enables us to take on new and complex tasks and transform the quality, reliability and efficiency of essential services ranging from air traffic control to running scientific establishments. Our vision is to be the leading service company in our chosen markets. This means we want to be the best partner to work with, the company people aspire to work for and the company that delivers superior returns to shareholders. Our chosen markets are those that promise strong revenue growth, attractive margins and the ability to offer good working conditions for our people.
2
2009 Highlights
A strong performance and well positioned for future growth
Revenue (2008: £3,124m)
£3,970m
+27.1%
Adjusted operating profit (2008: £165.2m)
£229.7m
+39.0%
Adjusted earnings per share (2008: 22.20p)
29.53p
+33.0%
Profit before tax (2008: £136.1m)
£177.1m
+30.1%
Earnings per share (2008: 20.49p)
26.76p
+30.6%
Revenue (£m)
2,260 2,548 2,811 3,124 3,970
Adjusted operating profit (£m)
105.9 122.8 142.0 165.2 229.7
Adjusted earnings per share (pence)
13.41 15.92 18.57 22.20 29.53
Dividend per share (pence)
2.97 3.60 4.25 5.00 6.25
2005 2006 2007 2008 2009
2005 2006 2007 2008 2009
2005 2006 2007 2008 2009
2005 2006 2007 2008 | 1 |
1cons | 61299975.txt_2 | 61299975.txt | 2008: £3,124m)
£3,970m
+27.1%
Adjusted operating profit (2008: £165.2m)
£229.7m
+39.0%
Adjusted earnings per share (2008: 22.20p)
29.53p
+33.0%
Profit before tax (2008: £136.1m)
£177.1m
+30.1%
Earnings per share (2008: 20.49p)
26.76p
+30.6%
Revenue (£m)
2,260 2,548 2,811 3,124 3,970
Adjusted operating profit (£m)
105.9 122.8 142.0 165.2 229.7
Adjusted earnings per share (pence)
13.41 15.92 18.57 22.20 29.53
Dividend per share (pence)
2.97 3.60 4.25 5.00 6.25
2005 2006 2007 2008 2009
2005 2006 2007 2008 2009
2005 2006 2007 2008 2009
2005 2006 2007 2008 2009
2009 highlights 3
Dividend per share (2008: 5.00p)
6.25p
+25.0%
Group free cash flow (2008: £94.2m)
£137.3m
+45.8%
Strong operational performance and growth; awarded contracts valued at £5.8bn
· Signed contracts valued at £4.5bn and appointed preferred bidder for £1.3bn of contracts
· Further strengthened our business portfolio and extended capabilities into new growth markets
· Delivered strong operational performance and successfully launched major new contracts
· Built a strong platform for growth in US through excellent progress on integration of SI acquisition
· Maintained high win rates of one in two new bids and 90% of rebids
Strong financial performance
· Revenue grew by 27.1%; 20.8% excluding currency; 10.2% excluding SI and currency
· Adjusted operating profit margin increase of 50bps; 45bps excluding currency; 27bps excluding SI and currency
· Group free cash flow increased by 45.8% to £137.3m
Excellent revenue visibility supported by long-term contracts and substantial £17.1bn order book
· Order | 2 |
1cons | 61299975.txt_3 | 61299975.txt | 2009
2009 highlights 3
Dividend per share (2008: 5.00p)
6.25p
+25.0%
Group free cash flow (2008: £94.2m)
£137.3m
+45.8%
Strong operational performance and growth; awarded contracts valued at £5.8bn
· Signed contracts valued at £4.5bn and appointed preferred bidder for £1.3bn of contracts
· Further strengthened our business portfolio and extended capabilities into new growth markets
· Delivered strong operational performance and successfully launched major new contracts
· Built a strong platform for growth in US through excellent progress on integration of SI acquisition
· Maintained high win rates of one in two new bids and 90% of rebids
Strong financial performance
· Revenue grew by 27.1%; 20.8% excluding currency; 10.2% excluding SI and currency
· Adjusted operating profit margin increase of 50bps; 45bps excluding currency; 27bps excluding SI and currency
· Group free cash flow increased by 45.8% to £137.3m
Excellent revenue visibility supported by long-term contracts and substantial £17.1bn order book
· Order book of £17.1bn at 31 December 2009 (£16.3bn at 31 December 2008)
· Visibility of 91% of planned revenue for 2010, 76% for 2011 and 64% for 2012
Well positioned to support customers with our transformational capabilities
· Global economic environment driving demand in existing and new markets
· Significant opportunities to address customers' needs through our growing capabilities and deep public service ethos
· Strong track record of transforming efficiency and productivity in essential public services
Outlook reflects high visibility, selective bidding strategy, and £28bn opportunity pipeline
· Continue to expect an increase in revenue to approximately £5bn and in Adjusted operating profit margin to approximately 6.3% by the end of 2012*
· In 2010, expect continued strong organic revenue growth and further progress towards our 2012 margin guidance
*excluding material acquisitions, disposals and currency effects, based on 2008 exchange rates
Note: Adjusted operating profit and Adjusted earnings per share are before amortisation of acquired intangibles as shown on the face of the Group's consolidated income statement and the accompanying notes. Group free cash flow is free cash flow from subsidiaries and dividends received from joint ventures and is reconciled in Section 3 of the Finance Review.
4
| 3 |
1cons | 61299975.txt_b0 | 61299975.txt | , Tel: +44 (0) 20 7155 5155.
· For Non EU shareholders Currently non EU shareholders may buy or sell shares through the Cazenove postal dealing service (see above).
142
Shareholder profile The range and size of ordinary shareholding as at 31 December 2009 is set out below:
Range of shareholdings
1 - 1,000 1,001 5,000 5,001 10,000 10,001 100,000 100,001 500,000 500,001 1,000,000 1,000,001 10,000,000 10,000,001 and above Total
Number of shareholders
3,977 3,010
521 629 206
69 83 10 8,505
%
46.76 35.39
6.13 7.39 2.42 0.81 0.98 0.12 100
Number of shares
1,779,057 6,834,771 3,727,331 20,356,660 49,533,569 50,538,374 232,732,410 125,409,903 490,912,075
%
0.36 1.39 0.76 4.15 10.09 10.29 47.41 25.55 100
Notes
Notes 143
144
Notes
Financial calendar
2009 Full Year Results announcement
Ex-dividend date Record date
Last date for receipt/revocation of DRIP dividend mandates
Interim Management Statement Annual General Meeting Final dividend pay date
Half Year Results announcement
Financial year-end
* Subject to shareholder approval ** Provisional
2010
26 February 10 March 12 March
27 April 11 May 11 May 19 May* 25 August** 31 December
Printed on Cocoon Silk 50 which is certified as an FSC product manufactured with 50% recycled fibres and 50% virgin fibres.
Designed by Rare Corporate Design. www.rarecorporate.co.uk
Printed by The Midas Press plc. www.midaspress.plc.uk
Serco Group plc Registered Office: Serco House 16 Bartley Wood Business Park Bartley Way Hook Hampshire RG27 9UY
T: +44 (0)1256 745 900 E: generalenquiries@serco.com www.serco.com
| 4 |
1cons | 61299975.txt_b1 | 61299975.txt | have arranged the following services that can be used to buy or sell Serco shares. Alternatively, if shareholders hold a share certificate they can also use any bank, building society or stockbroker offering share dealing facilities. Shareholders in any doubt about buying or selling their shares should seek professional financial advice.
· For EU shareholders A telephone and internet dealing service is available through Equiniti which provides a simple way of buying and selling Serco shares. Commission is 1.5% with a minimum charge of £25 for telephone dealing and 1% with a minimum charge of £20 for internet dealing. For telephone dealing call +44 (0) 845 6037 037 between 8.30am and 4.30pm, Monday to Friday, and for internet dealing log on to www.shareview.co.uk/dealing. You will need your 11 digit shareholder reference number which will be shown on either your share certificate or recent dividend tax voucher.
Cazenove & Co Ltd provide a postal dealing service to buy and sell Serco shares. All transactions are undertaken on an execution only basis. For further information please contact Cazenove at: Postal Share Dealing Service, 20 Moorgate, London EC2R 6DA, United Kingdom, Tel: +44 (0) 20 7155 5155.
· For Non EU shareholders Currently non EU shareholders may buy or sell shares through the Cazenove postal dealing service (see above).
142
Shareholder profile The range and size of ordinary shareholding as at 31 December 2009 is set out below:
Range of shareholdings
1 - 1,000 1,001 5,000 5,001 10,000 10,001 100,000 100,001 500,000 500,001 1,000,000 1,000,001 10,000,000 10,000,001 and above Total
Number of shareholders
3,977 3,010
521 629 206
69 83 10 8,505
%
46.76 35.39
6.13 7.39 2.42 0.81 0.98 0.12 100
Number of shares
1,779,057 6,834,771 3,727,331 20,356,660 49,533,569 50,538,374 232,732,410 125,409,903 490,912,075
%
0. | 5 |
1cons | 61198945.txt_0 | 61198945.txt | 2008 Annual report
Contents
1 Group profile
2 Interview with Jean-Louis Bouchard, Chairman of Econocom
4 Corporate values
6 The year 2008 8 Key figures 10 Econocom Group share performance
12 Strategy 15 Board of Directors,
Group Management Committee and Statutory Auditors
16 Four complementary fields of expertise
18 Customized IT products and solutions 20 Managed services for distributed
infrastructures 22 Telecom services 24 IT and telecom asset financing
and management
26 Bundled offerings 28 Desktop on Demand by econocom 29 MyPC by econocom 30 Papyrus by econocom 31 Mobileasy by econocom
32 Customer references
40 Financial statements
Group profile
Econocom is a services company present in 8 European countries*, and one of the leading providers in the management of IT and telecom resources for businesses.
Building on the expertise of its 2,300 employees, including 1,600 engineers and technicians, Econocom designs and implements solutions carefully tailored to its clients' needs, whether they are SMEs, major corporations or public authorities.
With over 25 years of experience in its markets, Econocom stands out from its competitors by offering combined IT and telecom expertise through four complementary businesses: IT products and solutions, managed services (outsourcing, maintenance and consulting), telecom services, financing solutions and asset management.
The complementary nature of its businesses allows the group to consistently expand and extend its products and service offering. In 2008, Econocom developed four offerings that draw on four of its skill sets: Desktop on Demand by econocom, MyPC by econocom, Papyrus by econocom, and Mobileasy by econocom. Together, they form the backbone of the group's Horizon 2012 five-year strategic plan.
In 2009, Econocom will continue to grow and innovate to meet the changing needs of all companies and organizations.
Econocom Group is a member of Euronext's Next Economy index and is quoted on the Eurolist market of Euronext Brussels.
* Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain and the United Kingdom.
2008 Annual report 1
Interview with Jean-Louis Bouchard, Chairman of Econocom
2 2008 Annual report
In 2008, Econocom launched its new Horizon 2012 five-year strategic plan. What has been achieved during its first year?
2008 was an exciting year in which everyone at Econ | 0 |
1cons | 61198945.txt_1 | 61198945.txt | IT products and solutions, managed services (outsourcing, maintenance and consulting), telecom services, financing solutions and asset management.
The complementary nature of its businesses allows the group to consistently expand and extend its products and service offering. In 2008, Econocom developed four offerings that draw on four of its skill sets: Desktop on Demand by econocom, MyPC by econocom, Papyrus by econocom, and Mobileasy by econocom. Together, they form the backbone of the group's Horizon 2012 five-year strategic plan.
In 2009, Econocom will continue to grow and innovate to meet the changing needs of all companies and organizations.
Econocom Group is a member of Euronext's Next Economy index and is quoted on the Eurolist market of Euronext Brussels.
* Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain and the United Kingdom.
2008 Annual report 1
Interview with Jean-Louis Bouchard, Chairman of Econocom
2 2008 Annual report
In 2008, Econocom launched its new Horizon 2012 five-year strategic plan. What has been achieved during its first year?
2008 was an exciting year in which everyone at Econocom put their enthusiasm to work on implementing our new strategic plan. Called Horizon 2012, this plan has been designed to strengthen our leading market positions by offering private and public sector clients a comprehensive range of products and services to manage and optimize the full lifecycle of their IT and telecom infrastructures.
This plan has required that we adapt our sales and administrative systems to reinforce the level of synergy among our four businesses: financing, IT products and solutions, managed services for distributed infrastructures (outsourcing, maintenance and consulting) and telecom services.
At the end of 2008, our financial results were higher than the previous year despite the slowdown in the economy that began to gather speed in the fourth quarter. We were able to report growth in three of our four business activities. Faced with today's economic uncertainties, the Management Committee and I have assessed the situation and adjusted our growth and investment forecasts accordingly. We have also asked every employee in the group to improve their productivity by using the best technology available, while at the same time keeping very close control of all spending.
In other respects, in a survey conducted by market research company EquaTerra, Econocom was rated as the most highly-valued outsourcing partner by companies in Belgium and Luxembourg for | 1 |
1cons | 61198945.txt_2 | 61198945.txt | ocom put their enthusiasm to work on implementing our new strategic plan. Called Horizon 2012, this plan has been designed to strengthen our leading market positions by offering private and public sector clients a comprehensive range of products and services to manage and optimize the full lifecycle of their IT and telecom infrastructures.
This plan has required that we adapt our sales and administrative systems to reinforce the level of synergy among our four businesses: financing, IT products and solutions, managed services for distributed infrastructures (outsourcing, maintenance and consulting) and telecom services.
At the end of 2008, our financial results were higher than the previous year despite the slowdown in the economy that began to gather speed in the fourth quarter. We were able to report growth in three of our four business activities. Faced with today's economic uncertainties, the Management Committee and I have assessed the situation and adjusted our growth and investment forecasts accordingly. We have also asked every employee in the group to improve their productivity by using the best technology available, while at the same time keeping very close control of all spending.
In other respects, in a survey conducted by market research company EquaTerra, Econocom was rated as the most highly-valued outsourcing partner by companies in Belgium and Luxembourg for the second consecutive year. Econocom was at the top of a long list of service companies on the criterion of general satisfaction, which I am particularly pleased about, and which demonstrates that the actions we take to ensure continual improvements in the way we address client expectations is really paying off. It is very important that we continue to do so in the future.
What do your bundled offerings bring to the market?
We operate in a highly competitive market, and we have always believed that innovation is the best way to establish a clear identity and build our leadership.
By analyzing the needs and expectations of our clients, we have been able to design this new range of four bundled offerings: Desktop on Demand by econocom, MyPC by econocom, Papyrus by econocom and Mobileasy by econocom. These turnkey solutions offer CIOs a comprehensive response to simplify companies' IT and telecom fleet management needs.
Since the launch of these offerings in 2008, the first contracts have been signed, and we are in promising discussions with a number of major companies. We expect those discussions to reach a successful outcome in 2009, reflecting the relevance of these solutions and their ability to meet market expectations.
How does the opening of your new service center | 2 |
1cons | 61198945.txt_3 | 61198945.txt | the second consecutive year. Econocom was at the top of a long list of service companies on the criterion of general satisfaction, which I am particularly pleased about, and which demonstrates that the actions we take to ensure continual improvements in the way we address client expectations is really paying off. It is very important that we continue to do so in the future.
What do your bundled offerings bring to the market?
We operate in a highly competitive market, and we have always believed that innovation is the best way to establish a clear identity and build our leadership.
By analyzing the needs and expectations of our clients, we have been able to design this new range of four bundled offerings: Desktop on Demand by econocom, MyPC by econocom, Papyrus by econocom and Mobileasy by econocom. These turnkey solutions offer CIOs a comprehensive response to simplify companies' IT and telecom fleet management needs.
Since the launch of these offerings in 2008, the first contracts have been signed, and we are in promising discussions with a number of major companies. We expect those discussions to reach a successful outcome in 2009, reflecting the relevance of these solutions and their ability to meet market expectations.
How does the opening of your new service center in Morocco fit in with the group's strategy?
The managed services outsourcing market continues to grow at a sustained rate in Europe.
Econocom has already developed leading-edge expertise in delivering managed services for business IT fleets, largely as a result of the relevant acquisitions made in recent years. In 2008, we decided to reinforce our competitive advantage in this market by creating a remote service center in Rabat (Morocco).
The decision to set up this nearshore center increases our production capacity and our ability to offer leading-edge multilingual services at competitive prices by working with a fast-track group of highly competent young professionals. Some recent new business successes are a direct result of this opening.
In association with our existing centers in Belgium and France, this new center in Rabat gives Econocom a multilingual virtual management center to serve the outsourcing market.
Given the current economic crisis, how do you believe 2009 will play out?
The economic crisis is now a reality, and like every other company, Econocom is experiencing the effects of the slowdown. The market is in the process of restructuring itself and becoming more concentrated. I believe that
Econocom must approach the coming months as a challenge. Faced with this challenge, I | 3 |
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