label class label 2
classes | id stringlengths 14 38 | original_id stringlengths 12 35 | text stringlengths 518 8.49k | __index_level_0__ int64 0 5 |
|---|---|---|---|---|
1cons | 61198945.txt_b0 | 61198945.txt | Marché au Comptant Double Fixing from March 11, 1998; and TSC = Marché à Terme semi-continu from March 11, 1999. The Econocom Group share has been listed on the Marché à terme continu (TC) since March 16, 2000.
2008 Annual report 155
Design and production W&CIE Photo credits: Gérard Uféras, Veer/Jupiterimages, Getty images, Corbis and X
Econocom addresses
Belgium
Avenue Marcel Thiry, 81 1200 Woluwe-Saint-Lambert
Horizon Park Leuvensesteenweg 510/80 1930 Zaventem Tel.: 32 2 790 81 11 Fax: 32 2 790 81 20
France
42-46 rue Médéric 92582 Clichy Cedex Tel.: 33 1 47 56 37 00 Fax: 33 1 47 31 03 00
1 rue de Terre Neuve Zac de Courtaboeuf 91940 Les Ulis Tel.: 33 1 69 18 35 00 Fax: 33 1 69 18 35 01
Germany
Friedhofstrasse 13 63263 Neu-Isenburg Tel.: 49 6102 88 483-0 Fax: 49 6102 88 483-199
Italy
Via Giorgio Stephenson n. 43/A 20157 Milan Tel.: 39 02 39 03 04 11 Fax: 39 02 39 03 04 00
Luxembourg
4 rue d'Arlon L-8399 Windhof Tel.: 352 39 55 50 Fax: 352 39 55 88
Spain
C/Josefa Valcárcel, 42 28027 Madrid Tel.: 34 91 411 91 20 Fax: 34 91 563 92 33
C/Roger de Llúria, 50 08009 Barcelona Tel.: 34 93 374 14 74 Fax: 34 93 478 14 15
The Netherlands
Rond het Fort 38 NL-3439 MK Nieuwegein P.O. Box 264 NL-3430 AG Nieuwegein KVK 30110081 Tel.: 31 30 63 58 333 Fax: 31 30 63 58 300
The United Kingdom
3000 Hillswood Drive Chertsey Surrey KT16 0RS Tel.: 44 20 8948 83 77 Fax: 44 20 8948 84 81
www.econocom.com
| 4 |
1cons | 61198945.txt_b1 | 61198945.txt | 25.66
14.93
14.92
14.68
34.32
32.61
30.99
46.61
21.70
231.18 108.21 170.72 118.13 160.65
174
192
193
193
160
TSC
TC
TC
TC
TC
TC
TC
TC
TC
TC
1,088
1,682
1,859
2,390
2,355
1,700
1,770
2,200
2,307
2,318
(f) Annual return = (change in share price as of December 31 relative to December 31 of the prior year + net dividend)/share price as of December 31 of the prior year. (g) Return index (Belgian All Shares) of Euronext Brussels. (h) Listing market = Brussels. SM = Second Marché from June 9, 1988; CSF = Marché au Comptant Simple Fixing from December 13, 1996; CDF = Marché au Comptant Double Fixing from March 11, 1998; and TSC = Marché à Terme semi-continu from March 11, 1999. The Econocom Group share has been listed on the Marché à terme continu (TC) since March 16, 2000.
2008 Annual report 155
Design and production W&CIE Photo credits: Gérard Uféras, Veer/Jupiterimages, Getty images, Corbis and X
Econocom addresses
Belgium
Avenue Marcel Thiry, 81 1200 Woluwe-Saint-Lambert
Horizon Park Leuvensesteenweg 510/80 1930 Zaventem Tel.: 32 2 790 81 11 Fax: 32 2 790 81 20
France
42-46 rue Médéric 92582 Clichy Cedex Tel.: 33 1 47 56 37 00 Fax: 33 1 47 31 03 00
1 rue de Terre Neuve Zac de Courtaboeuf 91940 Les Ulis Tel.: 33 1 69 18 35 00 Fax: 33 1 69 18 35 01
Germany
Friedhofstrasse 13 63263 Neu- | 5 |
1cons | 61688257.txt_0 | 61688257.txt | annual report 2011/12
Cable & Wireless Worldwide plc is pleased to present its third Annual Report and Accounts in respect of the financial year ended 31 March 2012.
Shareholders will receive this Annual Report and Accounts whilst the Company is subject to the cash offer from Vodafone Group recommended to you by your Board. Taking this situation into account this Annual Report and Accounts has been prepared to meet the legal and regulatory requirements of the Company and therefore has a more limited forward looking focus than in previous years.
Contents
Directors' Report
Business Review 01 Chairman's statement 02 Understanding our business performance 06 Chief Financial Officer's review 10 Risk management
Governance 12 Our Board of Directors 14 Corporate governance 26 Remuneration report 33 Other statutory information 36 Directors' responsibilities
Financial Statements
37 Independent auditor's report 39 Consolidated financial statements 44 Notes to the consolidated financial statements 73 Company financial statements 75 Notes to the Company financial statements
Definitions This Annual Report of Cable & Wireless Worldwide plc has been prepared in accordance with English legal and Listing Rules requirements.
Unless otherwise stated in this Annual Report, the terms `Cable&Wireless Worldwide', the `Group', `Cable&Wireless Worldwide Group', `it', `we', `us' and `our' refer to Cable & Wireless Worldwide plc and its subsidiaries collectively. The term `Company' refers to Cable & Wireless Worldwide plc. The terms `Cable & Wireless' and `Cable & Wireless Group' refer to the former Cable and Wireless plc and its subsidiaries collectively. The terms `Cable & Wireless Communications' and `Cable & Wireless Communications Group' refer to Cable & Wireless Communications plc and its subsidiaries collectively.
Cable&Wireless Worldwide prepares its financial information in accordance with International Financial Reporting Standards (IFRSs) applicable for use in the European Union (EU). The Company prepares its financial information in accordance with United Kingdom Generally Accepted Accounting Principles (UK GAAP). Unless otherwise indicated, any reference in this report to financial statements is to the consolidated financial statements of Cable & Wireless Worldwide plc on pages 39 to 72 of this report.
References to a year in this report are, unless otherwise indicated, references to the Company's financial year ending 31 March of that year. In this report, financial and non-financial information is, unless otherwise indicated, stated on the basis of the Company's financial year. The Company's financial year is the period 1 April 2011 to 31 March | 0 |
1cons | 61688257.txt_1 | 61688257.txt | we', `us' and `our' refer to Cable & Wireless Worldwide plc and its subsidiaries collectively. The term `Company' refers to Cable & Wireless Worldwide plc. The terms `Cable & Wireless' and `Cable & Wireless Group' refer to the former Cable and Wireless plc and its subsidiaries collectively. The terms `Cable & Wireless Communications' and `Cable & Wireless Communications Group' refer to Cable & Wireless Communications plc and its subsidiaries collectively.
Cable&Wireless Worldwide prepares its financial information in accordance with International Financial Reporting Standards (IFRSs) applicable for use in the European Union (EU). The Company prepares its financial information in accordance with United Kingdom Generally Accepted Accounting Principles (UK GAAP). Unless otherwise indicated, any reference in this report to financial statements is to the consolidated financial statements of Cable & Wireless Worldwide plc on pages 39 to 72 of this report.
References to a year in this report are, unless otherwise indicated, references to the Company's financial year ending 31 March of that year. In this report, financial and non-financial information is, unless otherwise indicated, stated on the basis of the Company's financial year. The Company's financial year is the period 1 April 2011 to 31 March 2012.
Information has been updated to the most practical date prior to the approval date of the document, being 21 May 2012.
Cautionary statement regarding forwardlooking statements This Annual Report contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as `anticipate', `target', `expect', `estimate', `intend', `plan', `goal', `believe', `will', `may', `should', `would', `could' or other words of similar meaning. Undue reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Cable&Wireless Worldwide's
plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. Furthermore, nothing in this Annual Report should be construed as a profit forecast.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors | 1 |
1cons | 61688257.txt_2 | 61688257.txt | 2012.
Information has been updated to the most practical date prior to the approval date of the document, being 21 May 2012.
Cautionary statement regarding forwardlooking statements This Annual Report contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as `anticipate', `target', `expect', `estimate', `intend', `plan', `goal', `believe', `will', `may', `should', `would', `could' or other words of similar meaning. Undue reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Cable&Wireless Worldwide's
plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. Furthermore, nothing in this Annual Report should be construed as a profit forecast.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Summaries of the potential risks faced by Cable&Wireless Worldwide are set out on pages 10 and 11.
Cable&Wireless Worldwide cannot guarantee future results, levels of activity, performance or achievements.
Cable&Wireless Worldwide undertakes no obligation to revise or update any forward-looking statement contained within this Annual Report, regardless of whether those statements are affected as a result of new information, future events or otherwise, save as required by applicable laws or regulation.
Business Review and Directors' Report The Companies Act 2006 (the `Act') requires the Board of Directors to produce a Directors' Report
including a Business Review. The Disclosure and Transparency Rules require the Board of Directors to produce a Management Report. On pages 1 to 11, we refer to the Business Review which incorporates the Management Report. The Directors' Report sets out the matters required to be addressed by the Directors and is set out on pages 1 to 36. The Directors' Report and Business Review that have been drawn up and presented in accordance with and in reliance upon English company law and the liabilities of | 2 |
1cons | 61688257.txt_3 | 61688257.txt | are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Summaries of the potential risks faced by Cable&Wireless Worldwide are set out on pages 10 and 11.
Cable&Wireless Worldwide cannot guarantee future results, levels of activity, performance or achievements.
Cable&Wireless Worldwide undertakes no obligation to revise or update any forward-looking statement contained within this Annual Report, regardless of whether those statements are affected as a result of new information, future events or otherwise, save as required by applicable laws or regulation.
Business Review and Directors' Report The Companies Act 2006 (the `Act') requires the Board of Directors to produce a Directors' Report
including a Business Review. The Disclosure and Transparency Rules require the Board of Directors to produce a Management Report. On pages 1 to 11, we refer to the Business Review which incorporates the Management Report. The Directors' Report sets out the matters required to be addressed by the Directors and is set out on pages 1 to 36. The Directors' Report and Business Review that have been drawn up and presented in accordance with and in reliance upon English company law and the liabilities of the Directors in connection with the Directors' Report and Business Review shall be subject to the limitations and restrictions provided by such law.
Addressees of the Annual Report This Annual Report is addressed solely to the members of Cable & Wireless Worldwide plc as a body, to assist them in assessing the strategies adopted by the Company and the potential for those strategies to succeed. Neither the Company nor its Directors accept or assume responsibility to any person for this Annual Report (beyond the responsibilities arising from the production of this Annual Report under the requirements of English company law) or any responsibility to update any statements in this Annual Report, save as required by applicable laws or regulation.
Cable&Wireless Worldwide Annual Report 2011/12
01
chairman's statement
This has been an extraordinary year of change and challenge for Cable&Wireless Worldwide. In the last year we have had two Chairmen and three Chief Executives culminating in the appointment of Gavin Darby as Chief Executive Officer in November 2011. Due to the tough trading conditions we also took the difficult decision to suspend the dividend which inevitably led to a fall in our share price.
Since then Gavin has stabilised the business, renegotiated our revolving credit facility and written a new plan for | 3 |
1cons | 61688257.txt_b0 | 61688257.txt | joint ventures and trade investments will be attached to the Company's Annual Return, to be filed with the Registrar of Companies in England and Wales.
11 Dividends Details of the dividends declared and paid are set out in note 4.5.3 to the consolidated financial statements.
78 Notes to the Company Financial Statements for the year ended 31 March 2012
12 Commitments, guarantees and contingent liabilities The Company had no capital commitments at 31 March 2012 and 31 March 2011.
Trading guarantees principally comprise performance bonds for contracts concluded in the normal course of business, guaranteeing that the Group companies will meet their obligations to complete projects. No material losses are anticipated to arise in connection with these guarantees.
Other guarantees comprise guarantees in respect of Group borrowings.
In addition the Company has, as is considered standard practice in such agreements, given guarantees and indemnities in relation to a number of disposals of subsidiary undertakings in prior years. Generally, liability has been capped at no more than the value of the sales proceeds, although some uncapped indemnities have been given. The Company also gives warranties and indemnities in relation to certain agreements including facility sharing agreements and general commercial agreements. Some of these agreements do not contain liability caps. No material losses are anticipated to arise in connection with these guarantees.
13 Post balance sheet events On Monday, 23 April 2012, Cable & Wireless Worldwide plc announced that the Board had reached agreement on the terms of a recommended cash offer for Cable & Wireless Worldwide plc by Vodafone Europe B.V., an indirect wholly owned subsidiary of Vodafone Group plc, whereby Vodafone Europe B.V. would acquire the entire issued and to be issued ordinary share capital of Cable & Wireless Worldwide plc.
Cable & Wireless Worldwide plc Waterside House Longshot Lane Bracknell Berkshire RG12 1XL Telephone: +44 (0) 19 0884 5000 www.cw.com Registered Number 7029206 Registered in England and Wales
Designed by FurtherTM furthercreative.co.uk
This Report is printed using vegetable based inks on paper from responsible sources. The pulps used are sourced from fully sustainable forests and have been bleached using an Elemental Chlorine Free (ECF) process.
Both manufacturing mill and printer are FSC certified and have been accredited with ISO14001 environmental management system
Printed by Royle Corporate Print ISO14001, FSC Certified and CarbonNeutral.
| 4 |
1cons | 61688257.txt_b1 | 61688257.txt | able reserves of the Company at the discretion (and upon the resolution) of the Board of Directors or a duly constituted committee of the Board of Directors.
During the year the Board of Directors resolved that £800 million of the capital reserve be transferred to distributable reserves.
Other reserves of £16 million (31 March 2011: £20 million) comprises the equity portion of the convertible bonds which is transferred to the profit and loss account reserve over the term of the bonds.
9 Related party transactions The Group consolidated financial statements contain related party transactions. Under FRS 8 Related Party Disclosures, the Company is exempt from the requirement to disclose transactions with wholly-owned Group undertakings.
Transactions with key management personnel There were no material transactions with key management personnel except for those relating to remuneration (see notes 2.1.3 and 4.5.2 of the consolidated financial statements) and shareholdings.
Transactions with other related parties There are no controlling shareholders of the Company.
There have been no material transactions with the shareholders of the Company.
10 Subsidiaries A list of the Company's principal subsidiaries is included in note 5.4 to the consolidated financial statements. Full details of all subsidiary undertakings, joint ventures and trade investments will be attached to the Company's Annual Return, to be filed with the Registrar of Companies in England and Wales.
11 Dividends Details of the dividends declared and paid are set out in note 4.5.3 to the consolidated financial statements.
78 Notes to the Company Financial Statements for the year ended 31 March 2012
12 Commitments, guarantees and contingent liabilities The Company had no capital commitments at 31 March 2012 and 31 March 2011.
Trading guarantees principally comprise performance bonds for contracts concluded in the normal course of business, guaranteeing that the Group companies will meet their obligations to complete projects. No material losses are anticipated to arise in connection with these guarantees.
Other guarantees comprise guarantees in respect of Group borrowings.
In addition the Company has, as is considered standard practice in such agreements, given guarantees and indemnities in relation to a number of disposals of subsidiary undertakings in prior years. Generally, liability has been capped at no more than the value of the sales proceeds, although some uncapped indemnities have been given. The Company also gives warranties and indemnities in relation to certain agreements including facility sharing agreements and general commercial agreements. Some of these agreements do not contain liability caps. No material losses are anticipated to | 5 |
1cons | 60890490.txt_0 | 60890490.txt | Gibbs and Dandy plc Builders Merchants
building value
06 Annual Report and Accounts
Gibbs and Dandy plc Annual Report and Accounts 2006
Our mission is...
to be the first choice supplier of building materials for professional tradesmen in our region
to generate increasing real shareholder value
to provide our customers with the right goods at the right time at the right price
to encourage our employees to exceed our customers' expectations and to act with integrity, and to provide them with good career opportunities
Executives & Advisors
Secretary A. Sharma BSc ACA
Registered Office P.0. Box 17, 226 Dallow Road Luton LU1 1JG Registered number 165453 Website: www.gibbsanddandy.com
Registrars Capita Registrars Northern House, Woodsome Park Fenay Bridge, Huddersfield HD8 OLA
Bankers Barclays Bank plc P 0 Box 48, 28 George Street Luton LU1 2AE
Solicitors Eversheds 115 Colmore Row Birmingham B3 3AL
Machins Victoria Street, Luton LU1 2BS
Stockbrokers Panmure Gordon & Co., Ltd Moorgate Hall, 155 Moorgate London EC2M 6XB
Auditors RSM Robson Rhodes LLP Bryanston Court, Selden Hill Hemel Hempstead HP2 4TN
Contents
Results at a Glance
1
Chairman's Statement
2
Business Performance Review
3
Board of Directors
10
Report of the Directors
11
Corporate Governance Statement
14
Directors' Remuneration Report
17
Independent Auditors' Report to the Shareholders
21
Consolidated Income Statement
23
Statements of Recognised Income and Expense
23
Balance Sheets
24
Cash Flow Statements
25
Notes to the Financial Statements
26
Five Year Summary
46
Notice of Meeting
47
Financial Calendar
Record date for final dividend 2006 Annual General Meeting Payment of final dividend Interim report for 2007 Interim dividend for 2007 Announcement of preliminary results for 2007
23 March 2007 23 April 2007 27 April 2007 August 2007
September 2007 March 2008
Results at a Glance
Gibbs and Dandy plc | 0 |
1cons | 60890490.txt_1 | 60890490.txt | 155 Moorgate London EC2M 6XB
Auditors RSM Robson Rhodes LLP Bryanston Court, Selden Hill Hemel Hempstead HP2 4TN
Contents
Results at a Glance
1
Chairman's Statement
2
Business Performance Review
3
Board of Directors
10
Report of the Directors
11
Corporate Governance Statement
14
Directors' Remuneration Report
17
Independent Auditors' Report to the Shareholders
21
Consolidated Income Statement
23
Statements of Recognised Income and Expense
23
Balance Sheets
24
Cash Flow Statements
25
Notes to the Financial Statements
26
Five Year Summary
46
Notice of Meeting
47
Financial Calendar
Record date for final dividend 2006 Annual General Meeting Payment of final dividend Interim report for 2007 Interim dividend for 2007 Announcement of preliminary results for 2007
23 March 2007 23 April 2007 27 April 2007 August 2007
September 2007 March 2008
Results at a Glance
Gibbs and Dandy plc Annual Report and Accounts 2006
Turnover (£'000) Operating profit (£'000) Cash generated by operations (£'000) Cash conversion* Earnings per share Dividends per share
* Operating cash flow/operating profit. Operating cash flow is cash generated by operations less net capital expenditure. 2005 capital expenditure adjusted for one off £1.1m Kettering property purchase.
2006 58,423
4,031 4,527 92% 27.7p 15.0p
2005 56,739
4,364 4,366 74% 30.8p 15.0p
Branch locations 1 226 Dallow Road, Luton 2 Barkers Lane, Bedford 3 Heathfield Way, Northampton 4 2 Nuffield Road, St Ives 5 11 Vulcan Way, St Neots 6 462 Bath Road, Slough 7 Reform Road, Maidenhead 8 Reading Road, Henley 9 Northampton Road, Brackley 10 Telford Way, Kettering
M1 10
M40
3
9
A1 M 11 4
5 2
1
87 6
M4
LONDON
M3
page 1
| 1 |
1cons | 60890490.txt_2 | 60890490.txt | Annual Report and Accounts 2006
Turnover (£'000) Operating profit (£'000) Cash generated by operations (£'000) Cash conversion* Earnings per share Dividends per share
* Operating cash flow/operating profit. Operating cash flow is cash generated by operations less net capital expenditure. 2005 capital expenditure adjusted for one off £1.1m Kettering property purchase.
2006 58,423
4,031 4,527 92% 27.7p 15.0p
2005 56,739
4,364 4,366 74% 30.8p 15.0p
Branch locations 1 226 Dallow Road, Luton 2 Barkers Lane, Bedford 3 Heathfield Way, Northampton 4 2 Nuffield Road, St Ives 5 11 Vulcan Way, St Neots 6 462 Bath Road, Slough 7 Reform Road, Maidenhead 8 Reading Road, Henley 9 Northampton Road, Brackley 10 Telford Way, Kettering
M1 10
M40
3
9
A1 M 11 4
5 2
1
87 6
M4
LONDON
M3
page 1
Gibbs and Dandy plc Annual Report and Accounts 2006
Chairman`s Statement
"Sales for the year to 31 December 2006 were £58.42m, an increase of 3.0%..."
Results This is our first Annual Report published under the new format whereby full details of 2006's trading and results and our views on the prospects for 2007 are set out in the Business Performance Review. A table detailing our key performance indicators is included and a commentary on the key features follows in the text. The Business Performance Review also includes a corporate and social responsibility statement, which contains sections on health and safety and the environment.
Given the far from easy trading circumstances, I regard our 2006 results as satisfactory. Sales for the year to 31 December 2006 were £58.42m, an increase of 3.0% as compared with 2005, including a full year's sales from our branch in Kettering which was acquired in late July 2005. Gross margins fell slightly from 28.8% in 2005 to 28.6% in 2006.
Operating profit reduced by 7.6% to £4.03m (2005: £4.36m). Profit before tax fell by 8.7% to £4.03m (2005 | 2 |
1cons | 60890490.txt_3 | 60890490.txt | Gibbs and Dandy plc Annual Report and Accounts 2006
Chairman`s Statement
"Sales for the year to 31 December 2006 were £58.42m, an increase of 3.0%..."
Results This is our first Annual Report published under the new format whereby full details of 2006's trading and results and our views on the prospects for 2007 are set out in the Business Performance Review. A table detailing our key performance indicators is included and a commentary on the key features follows in the text. The Business Performance Review also includes a corporate and social responsibility statement, which contains sections on health and safety and the environment.
Given the far from easy trading circumstances, I regard our 2006 results as satisfactory. Sales for the year to 31 December 2006 were £58.42m, an increase of 3.0% as compared with 2005, including a full year's sales from our branch in Kettering which was acquired in late July 2005. Gross margins fell slightly from 28.8% in 2005 to 28.6% in 2006.
Operating profit reduced by 7.6% to £4.03m (2005: £4.36m). Profit before tax fell by 8.7% to £4.03m (2005: £4.42m) and a slightly higher tax charge of 30.5% (2005: 29.6%) meant that earnings per share fell by 10.1% to 27.7p (2005: 30.8p).
These results have only been achieved because of the continued hard work and dedication of all our employees. They are our most important asset and again I sincerely thank them for their efforts on your behalf. Our employees are most ably led by our executive directors and I would like to pay tribute to their commitment over the last 12 months. Finally I would like to thank my non-executive colleagues for all their support over this period.
Dividends The Board is recommending to the annual general meeting the payment of an unchanged final dividend for 2006 of 9.5p giving a total dividend for 2006 of 15p (2005: 15p). This dividend is covered 1.85 times by earnings for the year. The Board's decision to leave the dividend unchanged despite the fall in profits reflects the underlying strength and continuing strong cash generation of the business.
It is proposed that the final dividend will be paid on 27 April 2007 to shareholders on the register at the close of business on 23 March 2007.
The Board Due to pressure | 3 |
1cons | 60890490.txt_b0 | 60890490.txt | @gibbsanddandy.com
Bedford Barkers Lane, Bedford MK41 9RT Tel: 01234 244700 Fax: 01234 244800 Email: bedford@gibbsanddandy.com
Northampton Heathfield Way, Northampton NN5 7QP Tel: 01604 580222 Fax: 01604 580333 Email: northampton@gibbsanddandy.com
St Ives 2 Nuffield Road, St Ives, Huntingdon PE27 3LX Tel: 01480 492323 Fax: 01480 492775 Email: stives@gibbsanddandy.com
St Neots 11 Vulcan Way, Eaton Socon, St Neots PE19 8TS Tel: 01480 224900 Fax: 01480 224924 Email: stneots@gibbsanddandy.com
Slough 462 Bath Road, Slough, Berkshire SL1 6BQ Tel: 01628 600743 Fax: 01628 600744 Email: slough@gibbsanddandy.com
Maidenhead Reform Road, Maidenhead, Berkshire SL6 8EQ Tel: 01628 777544 Fax: 01628 641950 Email: maidenhead@gibbsanddandy.com
Henley-on-Thames Reading Road, Henley-on-Thames RG9 1AS Tel: 01491 575757 Fax: 01491 574639 Email: henley@gibbsanddandy.com
Brackley Northampton Road, Brackley NN13 7DL Tel: 01280 700120 Fax: 01280 700285 Email: brackley@gibbsanddandy.com
Kettering Telford Way, Kettering NN16 8UN Tel: 01536 515155 Fax: 01536 516555 Email: kettering@gibbsanddandy.com
Design: HaT Associates +44 (0)1242 253112
Registered and Head Office: Gibbs and Dandy plc P.O. Box 17 226 Dallow Road Luton LU1 1JG Tel: (0)1582 798798 Fax: (0)1582 798799 E-mail: mail@gibbsanddandy.com www.gibbsanddandy.com Company No. 165453 England
| 4 |
1cons | 60890490.txt_b1 | 60890490.txt | The register of Directors' interests in shares of the company
kept pursuant to section 325 of the Companies Act 1985. (b) Copies of service agreements between the company and
the directors. 3. As permitted by Regulation 41 of the Uncertificated Securities
Regulations 2001, shareholders who hold shares in uncertificated form must be entered on the company's share register at 12.00 noon on Saturday 21 April 2007, in order to be entitled to attend and vote at the annual general meeting. Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting. 4. Biographical details of each Director who is being proposed for re-appointment or re-election by shareholders, including their membership of Board committees, are set out on page 10.
page 48
Branches
Head Office/Luton P.O. Box 17, 226 Dallow Road, Luton LU1 1JG Tel: 01582 798798 Fax: 01582 798799 Email (Head Office): mail@gibbsanddandy.com Email (Luton Branch): luton@gibbsanddandy.com
Bedford Barkers Lane, Bedford MK41 9RT Tel: 01234 244700 Fax: 01234 244800 Email: bedford@gibbsanddandy.com
Northampton Heathfield Way, Northampton NN5 7QP Tel: 01604 580222 Fax: 01604 580333 Email: northampton@gibbsanddandy.com
St Ives 2 Nuffield Road, St Ives, Huntingdon PE27 3LX Tel: 01480 492323 Fax: 01480 492775 Email: stives@gibbsanddandy.com
St Neots 11 Vulcan Way, Eaton Socon, St Neots PE19 8TS Tel: 01480 224900 Fax: 01480 224924 Email: stneots@gibbsanddandy.com
Slough 462 Bath Road, Slough, Berkshire SL1 6BQ Tel: 01628 600743 Fax: 01628 600744 Email: slough@gibbsanddandy.com
Maidenhead Reform Road, Maidenhead, Berkshire SL6 8EQ Tel: 01628 777544 F | 5 |
1cons | 61059704.txt_0 | 61059704.txt | ANNUAL REPORT VBG GROUP 2007
Conditions in place for longterm stable profitability
page 4
Growth by acquisition is a priority
page 6
Leading brands for the truck and trailer market
page 10
Contents
The year in brief
1
This is the VBG GROUP
2
From the Managing Director
4
Corporate business concept, goal and strategy
6
VBG GROUP TRUCK EQUIPMENT
10
RINGFEDER POWER TRANSMISSION
14
Employees
18
Long-term social responsibility
21
The VBG GROUP share
22
Five-year summary
24
Report of the Directors
25
Consolidated Income Statement
28
Consolidated Balance Sheet
29
Consolidated Changes in Equity
30
Consolidated Cash Flow Statement
31
Parent Company Income Statement
32
Parent Company Balance Sheet
33
Parent Company Changes in Equity
34
Parent Company Cash Flow Statement
35
Notes
36
Audit Report
50
Corporate Governance
51
Board of Directors
52
Group Management
54
Annual General Meeting
56
Annual General Meeting 2008
The Annual General Meeting will be held at 5:00 p.m. on 13 May 2008 at VBG GROUP AB (publ), Herman Kreftings gata 4, Vänersborg.
Report dates
13 May 18 August 23 October February 2009
Report on first quarter Report on second quarter Report on third quarter Year-end report
More information on the VBG GROUP can be found at www.vbggroup.com. The VBG GROUP welcomes enquiries about the Group and its development. Contact persons are: Anders Birgersson, Managing Director and CEO, telephone: +46 521 27 77 67, and Claes Wedin, CFO, telephone: +46 521 27 77 06
VBG GROUP ANNUAL REPORT 2007
1
The wind power industry is a fastgrowing customer segment
page 14
Committed, competent and customer-focused employees
page 18
Broad and longrange commitment to social issues
page 21
The year in brief
| 0 |
1cons | 61059704.txt_1 | 61059704.txt |
50
Corporate Governance
51
Board of Directors
52
Group Management
54
Annual General Meeting
56
Annual General Meeting 2008
The Annual General Meeting will be held at 5:00 p.m. on 13 May 2008 at VBG GROUP AB (publ), Herman Kreftings gata 4, Vänersborg.
Report dates
13 May 18 August 23 October February 2009
Report on first quarter Report on second quarter Report on third quarter Year-end report
More information on the VBG GROUP can be found at www.vbggroup.com. The VBG GROUP welcomes enquiries about the Group and its development. Contact persons are: Anders Birgersson, Managing Director and CEO, telephone: +46 521 27 77 67, and Claes Wedin, CFO, telephone: +46 521 27 77 06
VBG GROUP ANNUAL REPORT 2007
1
The wind power industry is a fastgrowing customer segment
page 14
Committed, competent and customer-focused employees
page 18
Broad and longrange commitment to social issues
page 21
The year in brief
· The Group's net turnover increased by 14 per cent to SEK 1,323.3 M (1,163.1) · Operating profit rose by 25 per cent to SEK 213.2 M (170.5), with an operating
margin of 16.1 per cent (14.7) · Profit after financial items increased by 22 per cent to SEK 201.5 M (165.8) · The Group's profit after tax increased by 19 per cent to SEK 133.1 M (111.9) · Earnings per share improved by 19 per cent to SEK 10.64 (8.95) · The Board of Directors proposes an increase in the dividend by 25 per cent to
SEK 2.50 per share (2.00)
Key figures
Net turnover, SEK M Profit after financial items, SEK M Profit after tax, SEK M Return on capital employed, % Equity/assets ratio, % Average number of employees
2003
530.4 31.3 23.3 11.1 60.8 301
2004
604.5 44.3 28.1 15.7 60.7 308
2005
778.5 97.4 67.1 26 | 1 |
1cons | 61059704.txt_2 | 61059704.txt | · The Group's net turnover increased by 14 per cent to SEK 1,323.3 M (1,163.1) · Operating profit rose by 25 per cent to SEK 213.2 M (170.5), with an operating
margin of 16.1 per cent (14.7) · Profit after financial items increased by 22 per cent to SEK 201.5 M (165.8) · The Group's profit after tax increased by 19 per cent to SEK 133.1 M (111.9) · Earnings per share improved by 19 per cent to SEK 10.64 (8.95) · The Board of Directors proposes an increase in the dividend by 25 per cent to
SEK 2.50 per share (2.00)
Key figures
Net turnover, SEK M Profit after financial items, SEK M Profit after tax, SEK M Return on capital employed, % Equity/assets ratio, % Average number of employees
2003
530.4 31.3 23.3 11.1 60.8 301
2004
604.5 44.3 28.1 15.7 60.7 308
2005
778.5 97.4 67.1 26.7 38.8 339
2006
1,163.1 165.8 111.9 29.8 47.8 411
2007
1,323.3 201.5 133.1 34.0 56.3 422
VBG GROUP ANNUAL REPORT 2007
2
This is the VBG
The VBG GROUP is an engineering Group with manufacturing and sales companies in Europe, India and the USA. The Group's operations are divided into two business areas, VBG GROUP TRUCK EQUIPMENT and RINGFEDER POWER TRANSMISSION, with products that are marketed under strong, well-known brands. In 2007 the Group had around 420 employees and a turnover of SEK 1,323 M 2007. The VBG GROUP's Series B share was first listed on the stock exchange in 1987 and is currently traded on OMX Nordic Exchange Mid Cap.
Group turnover, SEK M
1,600 1,200 800 400 0
03 04 05 06 07
Business area
VBG GROUP TRUCK EQUIPMENT
VBG GROUP TRUCK EQUIPMENT will, through its own strong brands, be an internationally leading supplier of equipment and systems to customers in the truck and trailer industry. | 2 |
1cons | 61059704.txt_3 | 61059704.txt | .7 38.8 339
2006
1,163.1 165.8 111.9 29.8 47.8 411
2007
1,323.3 201.5 133.1 34.0 56.3 422
VBG GROUP ANNUAL REPORT 2007
2
This is the VBG
The VBG GROUP is an engineering Group with manufacturing and sales companies in Europe, India and the USA. The Group's operations are divided into two business areas, VBG GROUP TRUCK EQUIPMENT and RINGFEDER POWER TRANSMISSION, with products that are marketed under strong, well-known brands. In 2007 the Group had around 420 employees and a turnover of SEK 1,323 M 2007. The VBG GROUP's Series B share was first listed on the stock exchange in 1987 and is currently traded on OMX Nordic Exchange Mid Cap.
Group turnover, SEK M
1,600 1,200 800 400 0
03 04 05 06 07
Business area
VBG GROUP TRUCK EQUIPMENT
VBG GROUP TRUCK EQUIPMENT will, through its own strong brands, be an internationally leading supplier of equipment and systems to customers in the truck and trailer industry.
RINGFEDER POWER TRANSMISSION
RINGFEDER POWER TRANSMISSION will be a recognised global market leader in selected niches within mechanical power transmission and industrial damping.
VBG GROUP ANNUAL REPORT 2007
GROUP
3
Turnover 2007
Brands
Share of Group turnover
Own sales companies Importers/Agents
Total SEK 1,323 M
Sweden 15 % Other Nordic countries 11 % Germany 32 % Other European countries 29 % Rest of world 13 %
Share of operating profits of business areas
Average no. of employees
84% 1,116.9 SEK M
382 79% 179.7 SEK M
16% 206.4 SEK M
21% 40
46.6 SEK M
VBG GROUP ANNUAL REPORT 2007
4
A fantastic year that sets the stage for future success
2007 was yet another strong year, with a higher turnover and higher earnings than 2006. It is gratifying to see that the hard work and investments of recent years have paid off so well.
The strong result for 2007 is a consequence of the strategies we have been pursuing for the past | 3 |
1cons | 61059704.txt_b0 | 61059704.txt | .uk
France ONSPOT E.U.R.L 14 Route de Sarrebruck FR-57645 MONTOY-FLANVILLE Tel +33 387 763 080 Fax +33 387 761 944 www.onspot.fr
Belgium VBG GROUP ETES NV Europark 2070 BE-3530 Houthalen Tel +32 11 609 090 Fax +32 11 602 018 www.sesam.be
VBG GROUP SALES BENELUX NV Industrie Zuid Zone 2.2 Lochtemanweg 50 BE-3580 Beringen Tel +32 11 458 379 Fax +32 11 458 378 www.vbggroup.be
Netherlands Branch: VBG GROUP SALES BENELUX NV Alaertslaan 12 NL-5801 DC Venray Tel +31 478 514 143 Fax +31 478 515 790 www.vbggroup.be
Czech Republic VBG GROUP TRUCK EQUIPMENT S.R.O. Ke Gabrielce 786 CZ-39470 Kamenice nad Lipou Tel +420 565 422 402 Fax +420 565 422 405 www.edscha-trailer.com
Germany VBG GROUP TRUCK EQUIPMENT GMBH Postfach 13 06 19 DE-47758 Krefeld Tel +49 21 51 835-0 Fax +49 21 51 835-200 www.ringfeder.de www.edscha-trailer.com
RINGFEDER POWER TRANSMISSION GMBH Postfach 13 06 19 DE-47758 Krefeld Tel +49 21 51 835-0 Fax +49 21 51 835-200 www.ringfeder.de
USA RINGFEDER CORPORATION 165 Carver Avenue Westwood, N.J. 07675 Tel +1 201 666 3320 Fax +1 201 664 6053 www.ringfeder.com
India RINGFEDER POWER TRANSMISSION INDIA PRIVATE LTD. Plot No. 4, Door No. 220 Mount Poonamallee High Road Kattuppakkam Chennai-600056 Tel +91 9444 040 622
Solberg · Print: Cela Grafiska · Photo: Peter Bartholdsson et al. · Translation: Richard Nord Translations AB
| 4 |
1cons | 61059704.txt_b1 | 61059704.txt | +46 521 27 77 00 Fax +46 521 27 77 93 Street address Herman Kreftings gata 4 www.vbggroup.com
VBG GROUP TRUCK EQUIPMENT AB Box 1216 SE-462 28 Vänersborg Tel +46 521 27 77 00 Fax +46 521 27 77 90 www.vbg.se
Umeå office: Umestans Företagspark Hus 2 SE-903 47 Umeå Tel +46 90 271 10 www.vbg.se
Denmark VBG GROUP A/S Industribuen 2022 DK-5592 Ejby Tel +45 64 46 19 19 Fax +45 64 46 10 88 www.vbg.dk
Norway VBG GROUP SALES AS Postboks 94 Leirdal NO-1009 Oslo Tel +47 23 14 16 60 Fax +47 23 14 16 61 www.vbg.no
UK VBG GROUP SALES LIMITED Unit 9, Willow Court West Quay Road, Winwick Quay Warrington, Cheshire WA2 8UF Tel +44 1925 23 41 11 Fax +44 1925 23 42 22 www.vbgltd.co.uk
France ONSPOT E.U.R.L 14 Route de Sarrebruck FR-57645 MONTOY-FLANVILLE Tel +33 387 763 080 Fax +33 387 761 944 www.onspot.fr
Belgium VBG GROUP ETES NV Europark 2070 BE-3530 Houthalen Tel +32 11 609 090 Fax +32 11 602 018 www.sesam.be
VBG GROUP SALES BENELUX NV Industrie Zuid Zone 2.2 Lochtemanweg 50 BE-3580 Beringen Tel +32 11 458 379 Fax +32 11 458 378 www.vbggroup.be
Netherlands Branch: VBG GROUP SALES BENELUX NV Alaertslaan 12 NL-5801 DC Venray Tel +31 478 514 143 Fax +31 478 515 790 www.vbggroup.be
Czech Republic VBG GROUP TRUCK EQUIPMENT S.R.O. Ke Gabrielce 786 CZ-39470 Kamenice nad Lipou Tel +420 565 422 402 Fax +420 565 422 405 | 5 |
1cons | 61804837.txt_0 | 61804837.txt | ~ BIOTIE
THERAPIES
Financial statements 2012
Financial statements 2012
Contents
I. Report of the Board of Directors............................................................................... 4 II. Consolidated financial statements (IFRS)................................................................12 A. Consolidated statement of comprehensive income...................................................12 B. Consolidated statement of financial positions..........................................................13 C. Consolidated statement of changes in shareholders' equity......................................14 D. Consolidated statement of cash flows......................................................................15 E. Notes to the consolidated financial statements.........................................................16 F. Key figures of consolidated financial statements...................................................... 44 III. Parent company financial statements (FAS).......................................................... 46 A. Parent company income statement......................................................................... 46 B. Parent company balance sheet................................................................................ 46 C. Parent company cash flow statement...................................................................... 48 D. Notes to the parent company financial statements................................................... 49 IV. Signatures of the Report from the Board of Directors and Financial statements...... 58 V. Auditors' report.................................................................................................... 59 VI. Information for investors..................................................................................... 60
4
I. Report of the board of directors
Positive pipeline newsflow in 2012 supports future growth strategy
Key events for the year 2012
· Biotie's partner H. Lundbeck A/S received a positive opinion from the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) recommending marketing authorization of Selincro(TM).
Key Financials for JanuaryDecember 2012
Figures in brackets, unless otherwise stated, refer to the same period in the previous year (EUR million)
· Revenues EUR 4.8 million (1.0). Revenues consisted of pre-agreed development funding from UCB which was recognized in H2 2012 and periodization of previously received up-front payments from licensing agreements.
· Biotie reported top-line data from a Phase 2b study with tozadenant (SYN115) in Parkinson's disease (PD) patients experiencing levodopa related end of dose wearing off. The study met its primary endpoint of a statistically highly significant decrease in `off' time vs. placebo, as well as demonstrating efficacy across multiple secondary endpoints.
· Biotie reported top-line data from an investigator-initiated and US Department of Defense funded study with nepicastat (SYN117) in post-traumatic stress disorder. Treatment with nepicastat was not | 0 |
1cons | 61804837.txt_1 | 61804837.txt | H. Lundbeck A/S received a positive opinion from the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) recommending marketing authorization of Selincro(TM).
Key Financials for JanuaryDecember 2012
Figures in brackets, unless otherwise stated, refer to the same period in the previous year (EUR million)
· Revenues EUR 4.8 million (1.0). Revenues consisted of pre-agreed development funding from UCB which was recognized in H2 2012 and periodization of previously received up-front payments from licensing agreements.
· Biotie reported top-line data from a Phase 2b study with tozadenant (SYN115) in Parkinson's disease (PD) patients experiencing levodopa related end of dose wearing off. The study met its primary endpoint of a statistically highly significant decrease in `off' time vs. placebo, as well as demonstrating efficacy across multiple secondary endpoints.
· Biotie reported top-line data from an investigator-initiated and US Department of Defense funded study with nepicastat (SYN117) in post-traumatic stress disorder. Treatment with nepicastat was not effective in relieving PTSD-associated symptoms when compared to placebo. Nepicastat was generally well tolerated and will continue to be developed for cocaine dependence.
· Due to a lack of success in partnering efforts Biotie has fully impaired the carrying value of ronomilast on December 31, 2012. This resulted in a non-cash impairment charge of EUR 3.4 million in Q4/2012.
· The group's financial position was strengthened by EUR 30 million equity raise in September 2012.
· Biotie ended 2012 with cash, cash equivalents and short term investments of EUR 33.8 million (EUR 33.9 million, 31 December 2011).
· Research and development costs EUR 24.2 million (35.3)
· Financial result, continuing operations (Net loss) EUR 25.6* million (31.7**)
· Cash flow from operating activities, continuing operations EUR 27.1 million (18.8)
· Earnings per share EUR 0.06 (0.09)
· Liquid assets at the end of period EUR 33.8 million (33.9). Liquid assets are comprised of cash, cash equivalents and investments held to maturity.
Drug development projects | 1 |
1cons | 61804837.txt_2 | 61804837.txt | effective in relieving PTSD-associated symptoms when compared to placebo. Nepicastat was generally well tolerated and will continue to be developed for cocaine dependence.
· Due to a lack of success in partnering efforts Biotie has fully impaired the carrying value of ronomilast on December 31, 2012. This resulted in a non-cash impairment charge of EUR 3.4 million in Q4/2012.
· The group's financial position was strengthened by EUR 30 million equity raise in September 2012.
· Biotie ended 2012 with cash, cash equivalents and short term investments of EUR 33.8 million (EUR 33.9 million, 31 December 2011).
· Research and development costs EUR 24.2 million (35.3)
· Financial result, continuing operations (Net loss) EUR 25.6* million (31.7**)
· Cash flow from operating activities, continuing operations EUR 27.1 million (18.8)
· Earnings per share EUR 0.06 (0.09)
· Liquid assets at the end of period EUR 33.8 million (33.9). Liquid assets are comprised of cash, cash equivalents and investments held to maturity.
Drug development projects
Selincro (nalmefene) is a small molecule opioid receptor antagonist that inhibits the reward pathway in the brain that reinforces the desire and craving for alcohol. As a result, Selincro removes a person's desire to drink.
On December 14, 2012 Biotie announced that its partner H. Lundbeck A/S received a positive opinion from the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) recommending marketing authorization of Selincro(TM) for the reduction
1 000 Continuing operations Revenues Research and development costs Financial result (net loss): Earnings per share (EUR) Cash flow from operating activities
Liquid assets Equity Equity ratio (%)
1.1.31.12.2012
4 831 24 229 25 607*
0.06 27 108 31.12.2012
33 847 75 032
66.7
* Financial result for 2012 was impacted by a non-cash impairment charge of EUR 3.4 million for ronomilast. ** Financial result for 2011 was impacted by a non-cash impairment charge of EUR 11.7 million for SYN118.
1.1. | 2 |
1cons | 61804837.txt_3 | 61804837.txt |
Selincro (nalmefene) is a small molecule opioid receptor antagonist that inhibits the reward pathway in the brain that reinforces the desire and craving for alcohol. As a result, Selincro removes a person's desire to drink.
On December 14, 2012 Biotie announced that its partner H. Lundbeck A/S received a positive opinion from the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) recommending marketing authorization of Selincro(TM) for the reduction
1 000 Continuing operations Revenues Research and development costs Financial result (net loss): Earnings per share (EUR) Cash flow from operating activities
Liquid assets Equity Equity ratio (%)
1.1.31.12.2012
4 831 24 229 25 607*
0.06 27 108 31.12.2012
33 847 75 032
66.7
* Financial result for 2012 was impacted by a non-cash impairment charge of EUR 3.4 million for ronomilast. ** Financial result for 2011 was impacted by a non-cash impairment charge of EUR 11.7 million for SYN118.
1.1.31.12.2011
1 007 35 315 31 727**
0.09 18 765 31.12.2011 33 938
73 337 62.0
5
Report of the board of directors
of alcohol consumption in adult patients with alcohol dependence who have a high level of alcohol consumption. Once approved, Lundbeck will provide Selincro as part of a new treatment concept that includes continuous psychosocial support focused on the reduction of alcohol consumption and treatment adherence.
The European Commission usually delivers its final decision on approval within 23 months of the CHMP recommendation. The decision will be applicable to all 27 European Union member states plus Iceland and Norway.
Biotie has licensed global rights to nalmefene to Lundbeck. Under the terms of the agreement, Biotie is eligible for up to EUR 89 million in upfront and milestone payments plus royalties on sales of nalmefene. Biotie has previously received EUR 12 million of such milestone payments from Lundbeck. Further milestone payments are expected on potential commercial launch of Selincro and on the product potentially reaching certain predetermined sales. Lundbeck is responsible for the registration, manufacturing and marketing of the product.
Tozaden | 3 |
1cons | 61804837.txt_b0 | 61804837.txt | Finnish Accounting Act and
7.3.2013
9
opinions and ordinances of the Finnish Accounting Board.
Biotie has established objectives for reliable financial reporting in order to identify financial reporting risks. The Group has an integrated risk management process which is a part of the Group's management, monitoring and reporting systems. Regular reporting and monitoring is performed both at the Group and single company level. The identification of risks and preparations for them is primarily carried out in the finance and administration unit.
Risk management procedures cover the identification and assessment of the risks that may arise in different levels of the financial reporting process. Risk identification and assessment is continual, meaning that the assessment is updated on a continuous basis through taking into account the changes in the business environment and in the operation of the corporation.
The monitoring and follow-up of internal control systems is conducted to ensure that the financial information is reliable, complete and timely for the decision making and that internal control is operating efficiently.
Control activities are linked to risk assessment and specific actions are taken to address risks to the achievement of financial reporting objectives. The identified risks related to financial reporting are managed through control activities that are set throughout the organisation, at all levels and in all functions. In financial reporting, the Group Finance assists the single companies in setting up adequate control activities such as approvals, authorizations, verifications, reconciliations, reviews of operating performance, safeguarding of assets and segregation of duties. The Board of Directors is ultimately responsible for ensuring that external financial reporting is correct, timely and in compliance with applicable regulations.
In 2012, Biotie identified the key controls that aim to respond the financial reporting risks identified in the risk assessment process. Through the control activities, a reasonable assurance can be reached to make sure that the financial reporting of the Group is accurate, timely and complete. The identified common controls are implemented at Group and unit level. The focus has also been on follow-up of the adequacy and effectiveness of control activities.
The local companies report the results on monthly, quarterly and yearly basis to the parent company that is responsible for preparing the consolidated financial statements and monitoring the performance of the operation at consolidated level.
10
In Biotie, the monitoring has been embedded in the work performed by the Board of Directors, the Managing Director and the Group management. The monitoring contains analysing the monthly, quarterly and annual performance of the corporation at the various levels of the organisation as well as reviews and procedures.
7.3.2013
| 4 |
1cons | 61804837.txt_b1 | 61804837.txt | reports), and review of internal control procedures. The Audit Committee is also responsible for the communication with the Company's auditors.
The Managing Director is responsible for the implementation of internal control and risk management processes and ensuring their operational effectiveness. The Managing Director is also responsible for ensuring that the Group's accounting practices comply with the law and that financial matters are handled in reliable manner.
The Group's management assigns responsibility for the establishment of more specific internal control policies and procedures to personnel responsible for the unit's functions. Management and employees are assigned with appropriate levels of authority and responsibility to facilitate effective internal control over financial reporting.
Separate internal audit assignments may be initiated by the Board, the Audit Committee or the management as deemed necessary. The scope and frequency of separate audits depend primarily on the assessment of risks and the effectiveness of ongoing monitoring procedures. Internal control deficiencies are reported upstream, with serious matters reported to management and the Board of Directors.
Biotie applies IFRS standards to its consolidated financial statements and follows the standards and regulations set by NASDAQ OMX Helsinki Stock Exchange and Finnish Financial Supervisory Authority.
The Group's financial reporting complies with the Finnish Securities Markets Act and Limited Liability Companies Act. The financial statements of the parent company are prepared in accordance with Finnish Accounting Act and
7.3.2013
9
opinions and ordinances of the Finnish Accounting Board.
Biotie has established objectives for reliable financial reporting in order to identify financial reporting risks. The Group has an integrated risk management process which is a part of the Group's management, monitoring and reporting systems. Regular reporting and monitoring is performed both at the Group and single company level. The identification of risks and preparations for them is primarily carried out in the finance and administration unit.
Risk management procedures cover the identification and assessment of the risks that may arise in different levels of the financial reporting process. Risk identification and assessment is continual, meaning that the assessment is updated on a continuous basis through taking into account the changes in the business environment and in the operation of the corporation.
The monitoring and follow-up of internal control systems is conducted to ensure that the financial information is reliable, complete and timely for the decision making and that internal control is operating efficiently.
Control activities are linked to risk assessment and specific actions are taken to address risks to the achievement of financial reporting objectives. The identified risks related to financial reporting are managed through control activities that are set throughout the organisation, at all levels and in all functions. In financial reporting, the Group | 5 |
1cons | 61290573.txt_0 | 61290573.txt | FINMECCANICA 2009 CONSOLIDATED FINANCIAL STATEMENTS
Disclaimer This Annual Report 2009 has been translated into English solely for the convenience of the international reader. In the event of conflict or inconsintency between the terms used in the Italian version of the report and the English version, the Italian version shall prevail, as the Italian version constitutes the official document.
CONTENTS
Boards and Committees................................................................................................................................6 REPORT ON OPERATIONS AT 31 DECEMBER 2009........................................................................... 7
The results and financial position of the Group........................................................................................ 7 "Non-GAAP" performance indicators.................................................................................................... 24 Operations with related parties............................................................................................................... 29 Performance by division......................................................................................................................... 32
HELICOPTERS............................................................................................................................ 32 DEFENCE ELECTRONICS AND SECURITY............................................................................. 38 AERONAUTICS........................................................................................................................... 46 SPACE..................................................................................................................................... 53 DEFENCE SYSTEMS...................................................................................................................62 ENERGY..................................................................................................................................... 67 TRANSPORTATION..................................................................................................................... 72 OTHER ACTIVITIES....................................................................................................................77 Reconciliation of net profit and shareholders' equity of the Group Parent with the consolidated figures at 31 December 2009........................................................................................................ 79 Significant events in 2009 and events subsequent to closure of the accounts........................................ 80 Finmeccanica and risk management....................................................................................................... 94 Finmeccanica and the environment........................................................................................................ 99 Finmeccanica and Research and development..................................................................................... 109 Finmeccanica: Human Resources......................................................................................................... 131
2
Finmeccanica: Security Policy Statement (SPS).................................................................................. 156
Incentive plans (stock option and stock grant plans)............................................................................ 158
Equity investments held by members of administrative and control bodies, by the general manager and managers with strategic responsibilities.............................................................................. 164
Finmeccanica and financial communication......................................................................................... 165
Corporate Governance Report and Shareholder Structure.................................................................... 171
Outlook................................................................................................................................................. 255
Accounting statements and Notes to the consolidated financial statements at 31 December 2009.......... 258
Consolidated Income Statement........................................................................................................... 259
Consolidated Statement of comprehensive income.............................................................................. 260
Consolidated Balance Sheet................................................................................................................. 261
Consolidated Cash Flow Statement...................................................................................................... 262
Consolidated Statement of changes in shareholders' equity................................................................. 263 | 0 |
1cons | 61290573.txt_1 | 61290573.txt | subsequent to closure of the accounts........................................ 80 Finmeccanica and risk management....................................................................................................... 94 Finmeccanica and the environment........................................................................................................ 99 Finmeccanica and Research and development..................................................................................... 109 Finmeccanica: Human Resources......................................................................................................... 131
2
Finmeccanica: Security Policy Statement (SPS).................................................................................. 156
Incentive plans (stock option and stock grant plans)............................................................................ 158
Equity investments held by members of administrative and control bodies, by the general manager and managers with strategic responsibilities.............................................................................. 164
Finmeccanica and financial communication......................................................................................... 165
Corporate Governance Report and Shareholder Structure.................................................................... 171
Outlook................................................................................................................................................. 255
Accounting statements and Notes to the consolidated financial statements at 31 December 2009.......... 258
Consolidated Income Statement........................................................................................................... 259
Consolidated Statement of comprehensive income.............................................................................. 260
Consolidated Balance Sheet................................................................................................................. 261
Consolidated Cash Flow Statement...................................................................................................... 262
Consolidated Statement of changes in shareholders' equity................................................................. 263
Notes to the consolidated financial statements at 31 December 2009.................................................. 264
1.
General information.................................................................................................. 264
2.
Form, content and applicable accounting standards................................................ 264
3.
Accounting policies adopted......................................................................................265
4.
Significant issues....................................................................................................... 295
5.
Effects of changes in accounting policies adopted.................................................... 299
6.
Significant non-recurring events or transactions...................................................... 300
7.
Segment information..................................................................................................303
8.
Intangible assets........................................................................................................ 306
3
9.
Property, plant and equipment.................................................................................. 309
10.
Investment properties................................................................................................ 310
11.
Equity investments..................................................................................................... 310
12.
Business combinations...............................................................................................312
13.
Financial assets at fair value..................................................................................... 314
14.
financial Transactions with related parties............................................................... 314
15.
Receivables and other non-current assets................................................................. 319
16.
In | 1 |
1cons | 61290573.txt_2 | 61290573.txt |
Notes to the consolidated financial statements at 31 December 2009.................................................. 264
1.
General information.................................................................................................. 264
2.
Form, content and applicable accounting standards................................................ 264
3.
Accounting policies adopted......................................................................................265
4.
Significant issues....................................................................................................... 295
5.
Effects of changes in accounting policies adopted.................................................... 299
6.
Significant non-recurring events or transactions...................................................... 300
7.
Segment information..................................................................................................303
8.
Intangible assets........................................................................................................ 306
3
9.
Property, plant and equipment.................................................................................. 309
10.
Investment properties................................................................................................ 310
11.
Equity investments..................................................................................................... 310
12.
Business combinations...............................................................................................312
13.
Financial assets at fair value..................................................................................... 314
14.
financial Transactions with related parties............................................................... 314
15.
Receivables and other non-current assets................................................................. 319
16.
Inventories................................................................................................................. 320
17.
Contract work in progress and advances received....................................................320
18.
Trade and financial receivables................................................................................ 321
19.
Current financial assets at fair value........................................................................ 322
20.
Income Tax receivables and payables....................................................................... 322
21.
Other current assets.................................................................................................. 323
22.
Cash and cash equivalents........................................................................................ 324
23.
Shareholders' equity.................................................................................................. 324
24.
Borrowings................................................................................................................ 327
25.
Provisions for risks and charges and contingent liabilities.......................................333
26.
employee liabilities.................................................................................................... 344
27.
Other current and non-current liabilities.................................................................. 348
28.
Trade payables.......................................................................................................... 349
29.
Derivatives................................................................................................................. 350
30.
Guarantees and other commitments.......................................................................... 351
31.
Transactions with related parties.............................................................................. 352
32.
Revenue................................................................................................ | 2 |
1cons | 61290573.txt_3 | 61290573.txt | ventories................................................................................................................. 320
17.
Contract work in progress and advances received....................................................320
18.
Trade and financial receivables................................................................................ 321
19.
Current financial assets at fair value........................................................................ 322
20.
Income Tax receivables and payables....................................................................... 322
21.
Other current assets.................................................................................................. 323
22.
Cash and cash equivalents........................................................................................ 324
23.
Shareholders' equity.................................................................................................. 324
24.
Borrowings................................................................................................................ 327
25.
Provisions for risks and charges and contingent liabilities.......................................333
26.
employee liabilities.................................................................................................... 344
27.
Other current and non-current liabilities.................................................................. 348
28.
Trade payables.......................................................................................................... 349
29.
Derivatives................................................................................................................. 350
30.
Guarantees and other commitments.......................................................................... 351
31.
Transactions with related parties.............................................................................. 352
32.
Revenue..................................................................................................................... 355
4
33.
Other operating income (expenses)........................................................................... 355
34.
Raw materials and consumables used and purchase of services...............................357
35.
Personnel costs..........................................................................................................358
36.
amortisation, Depreciation and impairment............................................................. 359
37.
Work performed by the group and capitalised.......................................................... 360
38.
Finance income and costs......................................................................................... 360
39.
Share of profit (loss) of equity accounted investments.............................................. 363
40.
Income taxes.............................................................................................................. 364
41.
Earnings per share.................................................................................................... 367
42.
Cash flow from operating activities...........................................................................368
43.
Financial risk management....................................................................................... 369
44.
Information pursuant to article 149 duodecies of the Consob issuer regulation...... 379
45.
Remuneration to key management personnel............................................................ 379
Certification on the consolidated financial statements pursuant to art. 154 bis, paragraph 5 of Legislative Decree | 3 |
1cons | 61290573.txt_b0 | 61290573.txt | right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership
Printer Date 01/29/2010
page 17 of 18
FINMECCANICA
List of equity investments pursuant to Article 125 of CONSOB resolution no.11971 situation at: 12/31/2009
Company OWNED (name and legal form) 318 WESTERN INVESTORS TECHNOLOGY GROUP Ltd
Partnership 319 WESTLAND HELICOPTERS INC 320 WESTLAND HELICOPTERS LIMITED 321 WESTLAND INDUSTRIAL PRODUCTS LIMITED 322 WESTLAND INDUSTRIES LIMITED 323 WESTLAND SUPPORT SERVICES LIMITED 324 WESTLAND TRANSMISSIONS LIMITED 325 WHITEHEAD ALENIA SISTEMI SUBACQUEI SpA 326 WING NED BV 327 WORLD` S WING SA 328 XAIT SRL 329 ZAO ARTETRA
COUNTRY DELAWARE - USA DELAWARE - USA UNITED KINGDOM UNITED KINGDOM UNITED KINGDOM UNITED KINGDOM UNITED KINGDOM ITALY NETHERLANDS SWITZERLAND ITALY RUSSIAN FEDERATION
%TOTAL % INDIRECT TROUGH
20,000
20,000 ALENIA NORTH AMERICA, INC.
100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000
94,944 100,000
51,000
100,000 WESTLAND HELICOPTERS LIMITED 100,000 AgustaWestland Holdings Limited 100,000 WESTLAND INDUSTRIES LIMITED 100,000 WESTLAND HELICOPTERS LIMITED 100,000 WESTLAND HELICOPTERS LIMITED 100,000 AgustaWestland Holdings Limited
100,000 ALENIA AERONAUTICA SpA 94,944 ALENIA AERONAUTICA SpA
100,000 SELEX Service Management SpA 51,000 SELEX COMMUNICATIONS SpA
KIND OF POSSESSION Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership
Printer Date 01/29/2010
page 18 of 18
| 4 |
1cons | 61290573.txt_b1 | 61290573.txt |
25,000 ANSALDO ENERGIA SpA 50,614 SO.GE.PA.-Societa` Generale di Partecipazioni SPA
7,945 ELSAG DATAMAT SPA 4,661 TELESPAZIO SpA 100,000 ANSALDO STS USA INC. 100,000 ENGINEERED SUPPORT SYSTEMS, INC 100,000 VEGA DEUTSCHLAND GMBH & CO.KG 100,000 SELEX SYSTEMS INTEGRATION LTD 100,000 SELEX SYSTEMS INTEGRATION LTD 0,125 VEGA DEUTSCHLAND MANAGEMENT GMBH 99,875 VEGA DEUTSCHLAND HOLDING GMBH 100,000 SELEX SYSTEMS INTEGRATION LTD 100,000 VEGA DEUTSCHLAND HOLDING GMBH 100,000 SELEX SYSTEMS INTEGRATION LTD 24,000 ALENIA NORTH AMERICA, INC.
KIND OF POSSESSION Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership Voting right ownership
Printer Date 01/29/2010
page 17 of 18
FINMECCANICA
List of equity investments pursuant to Article 125 of CONSOB resolution no.11971 situation at: 12/31/2009
Company OWNED (name and legal form) 318 WESTERN INVESTORS TECHNOLOGY GROUP Ltd
Partnership 319 WESTLAND HELICOPTERS INC 320 WESTLAND HELICOPTERS LIMITED 321 WESTLAND INDUSTRIAL PRODUCTS LIMITED 322 WESTLAND INDUSTRIES LIMITED 323 WESTLAND SUPPORT SERVICES LIMITED 324 WESTLAND TRANSMISSIONS LIMITED 325 WHITEHEAD ALENIA SISTEMI SUBACQUEI SpA 326 WING NED BV 327 WORLD` S WING SA 328 XAIT SRL 329 ZAO ARTETRA
COUNTRY DELAWARE - USA DELAWARE - USA UNITED KINGDOM UNITED KINGDOM UNITED KINGDOM UNITED KINGDOM UNITED KINGDOM ITALY NETHERLANDS SWITZERLAND ITALY RUS | 5 |
1cons | 60433789.txt_0 | 60433789.txt | St. MODWEN PROPERTIES PLC
Annual Report 2003
Access 18, Avonmouth, Bristol -- a 212-acre former smelting plant acquired May 2003 for regeneration as a major employment park. Phase I (4 acres) -- completed. Phase II (34 acres) -- planning application submitted. Phase III (174 acres) -- site clearance and demolition under way.
Contents
Financial Highlights
1 Corporate Governance
28
Chairman's Statement
3 Directors' Remuneration Report
31
The Chairmanship of Sir Stanley Clarke
4 Group Profit and Loss Account
36
Chief Executive's Operational Review
6 Balance Sheets
37
Review of Major Projects
15 Group Cash Flow Statement
38
Environmental Impact
18 Supplementary Statements
39
Financial Review
20 Accounting Policies
40
Analysis of the Portfolio
23 Notes to the Accounts
41
Directors and Advisers
24 Five Year Record
56
Shareholder Information
25 Auditors' Report to the Members
57
Directors' Report
26 Annual General Meeting
58
Directors' Responsibilities
27 Notice of Meeting
59
Visit our website on www.stmodwen.co.uk
Financial Highlights
£18.5m £21.7m £25.5m £30.0m £35.0m
Profit before tax up 17% to £35m
99 00 01 02 03
11.1p 12.6p 15.2p 17.1p 20.1p
Earnings per share up 18% to 20.1p
99 00 01 02 03
100.1p 115.7p 136.9p 160.9p 186.0p
Net assets per share up 16% to 186.0p
"Eleventh successive year of record results."
Dividend per share up 16% to 6.6p
3.8p 4.3p 4.9p 5.7p 6.6p
99 00 01 02 03 99 00 01 02 03
1
St. MODWEN PROPERTIES PLC
Longbridge, Birmingham: 228 acres (edged red) -- acquired and leased back to | 0 |
1cons | 60433789.txt_1 | 60433789.txt |
58
Directors' Responsibilities
27 Notice of Meeting
59
Visit our website on www.stmodwen.co.uk
Financial Highlights
£18.5m £21.7m £25.5m £30.0m £35.0m
Profit before tax up 17% to £35m
99 00 01 02 03
11.1p 12.6p 15.2p 17.1p 20.1p
Earnings per share up 18% to 20.1p
99 00 01 02 03
100.1p 115.7p 136.9p 160.9p 186.0p
Net assets per share up 16% to 186.0p
"Eleventh successive year of record results."
Dividend per share up 16% to 6.6p
3.8p 4.3p 4.9p 5.7p 6.6p
99 00 01 02 03 99 00 01 02 03
1
St. MODWEN PROPERTIES PLC
Longbridge, Birmingham: 228 acres (edged red) -- acquired and leased back to MG Rover in December 2003. 40 acres (edged yellow) -- appointed as developer by Advantage West Midlands.
"The hopper of land and property opportunities is at its highest level ever."
2
Chairman's Statement
RESULTS After 18 years as Executive Chairman of your company, I intend to retire from that position at the Annual General Meeting and to pass the chairmanship on to Anthony Glossop with great confidence for the company's future. I am delighted to report on an eleventh successive year of record results and confirm to you that the company is in good heart and in its strongest position ever.
Profits before tax increased by 17% to £35.0m (2002: £30.0m), earnings per share grew by 18% to 20.1p (2002: 17.1p) and net assets per share increased by 16% to 186.0p (2002: 160.9p).
The results include a 38% growth in net rental income, a 5% growth in property profits and a £14.5m (4%) revaluation uplift on the investment property portfolio.
We have worked hard to bring forward the latent value in two of our associated operations. We exchanged our 35% holding in | 1 |
1cons | 60433789.txt_2 | 60433789.txt | MG Rover in December 2003. 40 acres (edged yellow) -- appointed as developer by Advantage West Midlands.
"The hopper of land and property opportunities is at its highest level ever."
2
Chairman's Statement
RESULTS After 18 years as Executive Chairman of your company, I intend to retire from that position at the Annual General Meeting and to pass the chairmanship on to Anthony Glossop with great confidence for the company's future. I am delighted to report on an eleventh successive year of record results and confirm to you that the company is in good heart and in its strongest position ever.
Profits before tax increased by 17% to £35.0m (2002: £30.0m), earnings per share grew by 18% to 20.1p (2002: 17.1p) and net assets per share increased by 16% to 186.0p (2002: 160.9p).
The results include a 38% growth in net rental income, a 5% growth in property profits and a £14.5m (4%) revaluation uplift on the investment property portfolio.
We have worked hard to bring forward the latent value in two of our associated operations. We exchanged our 35% holding in Northern Racing for a 27.2% holding in The Chepstow Racecourse PLC, an AIM listed company, thus giving greater financing flexibility for our racecourse operations in the future, establishing a value for our interest and creating a cleaner exit opportunity if ever that was appropriate.
Immediately after the year end, we sold our investment in the Pubmaster operation to Punch Taverns realising a profit of £4.9m which will be recognised in the 2004 accounts.
Our key performance measurement of total pre-tax return on average shareholder funds was 24.1% (2002: 25.2%).
DIVIDEND Your board is recommending a final dividend of 4.4p (2002: 3.8p) per ordinary share, making a total distribution for the year of 6.6p (2002: 5.7p), an increase of 16%. This final dividend will be paid on 30 April 2004 to shareholders on the register on 13 April 2004.
STRATEGY Your board continues to have total confidence in the company's strategy of adding value through active management and regeneration in our specialised areas of property expertise via a network of regional offices. The key to the strategy is to maintain a growing land and property bank of well-l | 2 |
1cons | 60433789.txt_3 | 60433789.txt | Northern Racing for a 27.2% holding in The Chepstow Racecourse PLC, an AIM listed company, thus giving greater financing flexibility for our racecourse operations in the future, establishing a value for our interest and creating a cleaner exit opportunity if ever that was appropriate.
Immediately after the year end, we sold our investment in the Pubmaster operation to Punch Taverns realising a profit of £4.9m which will be recognised in the 2004 accounts.
Our key performance measurement of total pre-tax return on average shareholder funds was 24.1% (2002: 25.2%).
DIVIDEND Your board is recommending a final dividend of 4.4p (2002: 3.8p) per ordinary share, making a total distribution for the year of 6.6p (2002: 5.7p), an increase of 16%. This final dividend will be paid on 30 April 2004 to shareholders on the register on 13 April 2004.
STRATEGY Your board continues to have total confidence in the company's strategy of adding value through active management and regeneration in our specialised areas of property expertise via a network of regional offices. The key to the strategy is to maintain a growing land and property bank of well-located future opportunities.
We were again successful in adding to the hopper including major acquisitions at Avonmouth, Kirkby, Longbridge and Llanwern. Additionally, we have been successful in being selected as preferred developer by several more local authorities and regional development agencies. The total estate continues to expand, which underpins the company's long-term future profitability.
DIRECTORS AND EMPLOYEES These results, and indeed the repeated success of the company throughout the period of my chairmanship, could not have been achieved without an exceptional team of people at all levels. My personal appreciation goes to my board colleagues, all the employees and to you, our shareholders, for your continued support over my time as Chairman of
your company. It has been a source of great encouragement to me.
The succession plans have been considered carefully and have been implemented over recent years. When I step down as chairman following the Annual General Meeting, it is intended that Anthony Glossop, currently Deputy Chairman and Chief Executive, will become Executive Chairman and Bill Oliver will succeed him as Chief Executive. I will remain on the board as a nonexecutive director and am very pleased to have been invited to become Life President.
Going forward, your company will continue to | 3 |
1cons | 60433789.txt_b0 | 60433789.txt | A register of directors' interests
on the Register at the time which is 48 hours before the time
will also be available for inspection from the commencement
fixed for the adjourned meeting or, if the company gives notice
of the meeting until its conclusion.
of the adjourned meeting, at the time specified in the notice.
60
Access 18, Avonmouth, Bristol -- a 212-acre former smelting plant acquired May 2003 for regeneration as a major employment park. Phase I (4 acres) -- completed. Phase II (34 acres) -- planning application submitted. Phase III (174 acres) -- site clearance and demolition under way.
Contents
Financial Highlights
1 Corporate Governance
28
Chairman's Statement
3 Directors' Remuneration Report
31
The Chairmanship of Sir Stanley Clarke
4 Group Profit and Loss Account
36
Chief Executive's Operational Review
6 Balance Sheets
37
Review of Major Projects
15 Group Cash Flow Statement
38
Environmental Impact
18 Supplementary Statements
39
Financial Review
20 Accounting Policies
40
Analysis of the Portfolio
23 Notes to the Accounts
41
Directors and Advisers
24 Five Year Record
56
Shareholder Information
25 Auditors' Report to the Members
57
Directors' Report
26 Annual General Meeting
58
Directors' Responsibilities
27 Notice of Meeting
59
Visit our website on www.stmodwen.co.uk
St. MODWEN PROPERTIES PLC
Head Office and Midlands Regional Office: Lyndon House, Hagley Road, Edgbaston, Birmingham B16 8PE
Telephone: (0121) 456 2800 Facsimile: (0121) 456 1829 www: stmodwen.co.uk e-mail: info@stmodwen.co.uk
Regional Offices:
London and South East: Telephone: (020) 7499 5666 Facsimile: (020) 7629 4262 North Staffordshire: Telephone: (01782) 281844 Facsimile: (01782) 283670 Northern: Telephone: (01925) 825950 Facsimile: (01925) 284808
| 4 |
1cons | 60433789.txt_b1 | 60433789.txt | contracts of service between the company and
to entries on the Register after the Specified Time will be disregarded in determining the rights of any person to attend or
Sir Stanley Clarke, Mr C. C. A. Glossop, Mr W. A. Oliver, Mr
vote at that meeting. Should the meeting be adjourned to a time
R. L. Froggatt and Mr T. P. Haywood and the terms and
not more than 48 hours after the Specified Time, that time will
conditions of appointment of the non-executive directors are
also apply for the purpose of determining the entitlement of
available for inspection at the registered office of the
members to attend and vote (and for the purpose of
company on each business day during normal business
determining the number of votes they may cast) at the
hours and will be available on the day of the meeting, at the
adjourned meeting. Should the meeting be adjourned for a
place of the meeting, from at least 15 minutes prior to the
longer period, then to be so entitled, members must be entered
meeting until its conclusion. A register of directors' interests
on the Register at the time which is 48 hours before the time
will also be available for inspection from the commencement
fixed for the adjourned meeting or, if the company gives notice
of the meeting until its conclusion.
of the adjourned meeting, at the time specified in the notice.
60
Access 18, Avonmouth, Bristol -- a 212-acre former smelting plant acquired May 2003 for regeneration as a major employment park. Phase I (4 acres) -- completed. Phase II (34 acres) -- planning application submitted. Phase III (174 acres) -- site clearance and demolition under way.
Contents
Financial Highlights
1 Corporate Governance
28
Chairman's Statement
3 Directors' Remuneration Report
31
The Chairmanship of Sir Stanley Clarke
4 Group Profit and Loss Account
36
Chief Executive's Operational Review
6 Balance Sheets
37
Review of Major Projects
15 Group Cash Flow Statement
38
Environmental Impact
18 Supplementary Statements
39
Financial Review
20 Accounting Policies
40
Analysis of the | 5 |
1cons | 60740075.txt_0 | 60740075.txt | Software AG Annual Report 2005
Growth 2005
Annual Report 2005
2005 results
Sales increased by 6.5 percent to 438.0 million License revenues climbed 15.2 percent to 131.6 million Operating result (EBIT) rose 14.9 percent to 96.4 million EBIT margin improves to 22.0 percent (2004: 20.4 percent) Share price increase of 73 percent
Our success is the result of our clear focus on the Company's core competencies: modernizing business-critical systems and developing integration solutions. In addition, we have closed the gap between sales and R&D. Sales, Marketing and R&D are now working together as one.
Karl-Heinz Streibich, Chief Executive Officer
Key figures
Key figures for the Group
millions
Revenue Licenses Maintenance Professional services Other
EBITDA excl. net income/expense from investments and extraordinary income/expenses EBIT excl. net income/expense from investments and extraordinary income/expenses Earnings before taxes in % of revenue Net income in % of revenue Total assets Cash and cash equivalents Shareholders' equity in % of total assets Employees of which in Germany 1 Full time equivalents
Dec. 31, 2005 IFRS
438.0 131.6 181.4 122.7
2.3
Dec. 31, 2004 IFRS
411.4 114.2 182.6 112.8
1.8
Dec. 31, 2003 IFRS
420.0 104.3 191.2 122.9
1.6
Dec. 31, 2003 HGB
422.2 104.3 191.2 124.3
2.4
Dec. 31, 2002 HGB
475.0 113.0 200.9 159.6
1.5
Dec. 31, 2001 HGB
588.5 199.1 196.0 190.3
3.1
104.3
97.0
69.8
67.4
63.7
120.6
96.4 101.1
23 61.8
14 599.3 161.6 393.0
66 2,7501
7741
83.9 111.7
27 77.2
19 510.7 119.1 323.6
63 2,4381
7651 | 0 |
1cons | 60740075.txt_1 | 60740075.txt | equivalents
Dec. 31, 2005 IFRS
438.0 131.6 181.4 122.7
2.3
Dec. 31, 2004 IFRS
411.4 114.2 182.6 112.8
1.8
Dec. 31, 2003 IFRS
420.0 104.3 191.2 122.9
1.6
Dec. 31, 2003 HGB
422.2 104.3 191.2 124.3
2.4
Dec. 31, 2002 HGB
475.0 113.0 200.9 159.6
1.5
Dec. 31, 2001 HGB
588.5 199.1 196.0 190.3
3.1
104.3
97.0
69.8
67.4
63.7
120.6
96.4 101.1
23 61.8
14 599.3 161.6 393.0
66 2,7501
7741
83.9 111.7
27 77.2
19 510.7 119.1 323.6
63 2,4381
7651
59.1 13.0
3 7.1
2 505.6
74.2 269.3
53 2,5771
9271
38.0 0.7 0
3.4 1
445.4 74.2
228.4 51
2,5771 9271
31.7 50.7
11 33.5
7 440.8
75.4 214.5
49 3,013 1,243
89.6 70.3
12 38.7
7 504.0
50.2 196.2
39 3,326 1,306
Key share data
2005 IFRS
2004 IFRS
2003 IFRS
Year-end closing price (XETRA) in Euro
41.15
23.80
16.30
Number of shares at year-end
28,036,009
27,266,752
27,266,752
Market capitalization at year-end in millions
1,153.7
648.9
444.4
Dividend per share in
0 | 1 |
1cons | 60740075.txt_2 | 60740075.txt |
59.1 13.0
3 7.1
2 505.6
74.2 269.3
53 2,5771
9271
38.0 0.7 0
3.4 1
445.4 74.2
228.4 51
2,5771 9271
31.7 50.7
11 33.5
7 440.8
75.4 214.5
49 3,013 1,243
89.6 70.3
12 38.7
7 504.0
50.2 196.2
39 3,326 1,306
Key share data
2005 IFRS
2004 IFRS
2003 IFRS
Year-end closing price (XETRA) in Euro
41.15
23.80
16.30
Number of shares at year-end
28,036,009
27,266,752
27,266,752
Market capitalization at year-end in millions
1,153.7
648.9
444.4
Dividend per share in
0.801
0.75
0.00
Earnings per share in
2.24
2.83
0.26
Price/earnings ratio at year-end in
18.7
8
63
Operating cash flow per share at year-end in
2.02
1.06
0.48
Year high
43.30
28.17
20.19
Year low
23.40
17.30
8.38
Frankfurt (Prime Standard/TecDAX), ISIN DE 0003304002, ticker symbol SOW
1 Proposed by the Supervisory Board and the Executive Board at the Annual Shareholders' Meeting on May 12, 2006
2002 HGB 9.01 27,266,752 245.7 0.00 1.23
7 1.49 44.10 8.41
2001 HGB 43.00 27,261,483 1,172.2 0.43 1.44
30 3.05 87.00 35.90
Company Profile
Key figures
| 2 |
1cons | 60740075.txt_3 | 60740075.txt | .801
0.75
0.00
Earnings per share in
2.24
2.83
0.26
Price/earnings ratio at year-end in
18.7
8
63
Operating cash flow per share at year-end in
2.02
1.06
0.48
Year high
43.30
28.17
20.19
Year low
23.40
17.30
8.38
Frankfurt (Prime Standard/TecDAX), ISIN DE 0003304002, ticker symbol SOW
1 Proposed by the Supervisory Board and the Executive Board at the Annual Shareholders' Meeting on May 12, 2006
2002 HGB 9.01 27,266,752 245.7 0.00 1.23
7 1.49 44.10 8.41
2001 HGB 43.00 27,261,483 1,172.2 0.43 1.44
30 3.05 87.00 35.90
Company Profile
Key figures
Business profile
The XML Company Ever more information needs to be created, administered, and made available. In order to maximize the data availability, we offer our customers integrated data access in real time. This supports businesses and organizations in achieving their fundamental goals: faster, more flexible processes, comprehensive networking, higher added value, increased competitive strength.
Our products and services focus on IT infrastructures that make use of service-
oriented architectures (SOA). Based on business processes, they integrate innovative
XML (eXtensible Markup Language) is the key technology for the exchange of data and documents. At the same time, it simplifies the integration of new technologies and applications in existing IT architectures.
applications and systems while simultaneously modernizing the IT environment. We are one of the top companies in our market world-wide, and the market leader in Europe.
The Software AG company culture is differentiated by absolute customer orientation. We work in best-practice networks, driving change in an open and transparent way. We focus on profitable growth and a distinctive market profile.
Contents 1
2 Letter to Shareholders 6 The Executive Board 8 Customers & Markets 16 Technology 17 Software AG Stock 20 Report of | 3 |
1cons | 60740075.txt_b0 | 60740075.txt |
Imprint
Sales 34
Sales trend 30, 33, 45, 49
Segment report 33, 86
Shareholders' equity 36, 50, 80
SOA Service Oriented Architecture An IT systems architecture for linking system components based on business criteria. Information and functionality can be then used by different applications.
4, 16, 37, 39, 45
Statement of cash flows 51, 85
Stock 17
Strategy 20, 36, 41
Supervisory Board 20, 23, 40, 102, 104
Valuation principles 59
XML eXtensible Markup Language Universal language for describing data. XML enables independent online transfer of business and other data. 16, 31, 34, 37, 46
Publisher: Software AG
Susanne Eyrich VP Corporate Communications
Tel. +49 61 51-92-0 Fax +49 61 51-92-1191 E-Mail: press@softwareag.com
Financial Calendar*
March 13
Corporate Conference CeBIT 2006, Small and MidCap Day, Hanover, Germany
March 14
UBS Global Software & IT Services Conference, London, UK
April 28
Q1 2006 Financial Figures
May 12
Annual General Meeting, Frankfurt/Main, Germany
May 31
9th German Corporate Conference, Deutsche Bank AG, Frankfurt, Germany
June 06
9th Pan-European Technology, Media and Telecommunications Conference, Merrill Lynch, London, UK
June 07
European Small & MidCap Conference, Crédit Agricole Cheuvreux S.A., London, UK
July 28
Q2/H1 2006 Financial Figures
September 27 28
HVB German Investment Conference, Munich, Germany
October 27
Q3 2006 Financial Figures
November 15 17
6th Annual Technology, Media & Telecoms Conference, Morgan Stanley, Barcelona, Spain
November 27 29
German Equity Forum, Deutsche Börse AG, Frankfurt, Germany
* Status: March 2006
For further details concerning Investor Relations Events please visit our homepage: www.softwareag.com/investor
Software AG Corporate Headquarters Uhlandstraße 12 64297 Darmstadt, Germany Tel. +49 61 51-92-0 Fax +49 61 51-92-1191
www.softwareag.com
| 4 |
1cons | 60740075.txt_b1 | 60740075.txt | a glance
ApplinX For the modernization of mainframe and other IT environments. 11, 37, 94
Financial calendar 110 Fixed Assets Movement 70
Auditor's report 107
Group structure 54
Balance sheet 36, 50, 69
Income after taxes 36, 49, 52, 86
BPM Business Progress Management For continuous increase in process efficiency along the full length of the value chain. 37, 46
Income statement 49, 65 Investor relations 18
Cash flow 51, 69, 85
Market development 16, 29, 45
Corporate governance 21, 23, 104
Marketing 39
Customers 8, 11, 12, 14
Market position 34
Development of income 34, 49, 65
Outlook 44
Dividend 18, 84
Portfolio 37
Earnings per share 34, 69
Regions 33, 35, 86, 88
Employees 40, 43, 99
Research and Development 38
Events after the balance sheet date 47
Risks 41, 89
Executive Board 2, 6, 20, 23, 102, 105
Glossary/Index 109
Imprint
Sales 34
Sales trend 30, 33, 45, 49
Segment report 33, 86
Shareholders' equity 36, 50, 80
SOA Service Oriented Architecture An IT systems architecture for linking system components based on business criteria. Information and functionality can be then used by different applications.
4, 16, 37, 39, 45
Statement of cash flows 51, 85
Stock 17
Strategy 20, 36, 41
Supervisory Board 20, 23, 40, 102, 104
Valuation principles 59
XML eXtensible Markup Language Universal language for describing data. XML enables independent online transfer of business and other data. 16, 31, 34, 37, 46
Publisher: Software AG
Susanne Eyrich VP Corporate Communications
Tel. +49 61 51-92-0 Fax +49 61 51-92-1191 E-Mail: press@softwareag.com
Financial Calendar*
March 13
Corporate Conference CeBIT 2006, Small and MidCap Day, Hanover, Germany
March 14
UBS Global Software & IT Services Conference, London, UK
April 28
Q1 2006 Financial Figures | 5 |
1cons | 61295187.txt_0 | 61295187.txt | We could have easily done without this annual report.
Annual Report 2009
The Year 2009 in Review The construction industry was hard hit by the worldwide recession in 2009, which trig-
gered a sharp drop in the demand for building materials. On the one hand, new residential construction is heavily dependent on bank financing and, on the other hand, consumers tend to postpone investment decisions as a reaction to the weak economy and uncertain expectations for the future. Wienerberger implemented a wide-ranging action plan to adjust capacity to reflect these developments, which also included active working capital management to reduce inventories, a decrease in administrative and selling costs and a cutback in investments to the necessary minimum.
Wienerberger recorded in part significantly lower sales volumes on all markets as well as a substantial decline in earnings for 2009: Group revenues fell by 25% to 1,816.9 million, operating EBITDA by 53% to 208.6 million and operating EBIT by 92% to 19.0 million. Adjusted earnings per share (before non-recurring effects) dropped to -0.34 (2008: 1.69). Despite the weak development of operating earnings, Wienerberger increased free cash flow by an impressive 28% to roughly 251 million in a difficult market environment with cost savings of 160 million from the action plan and, above all, through a significant reduction in working capital and investments. These funds and the proceeds of 320 million from the capital increase in September 2009 were used to strengthen the equity base and thereby cut net debt by more than half during the reporting period.
The Managing Board has made a recommendation to the Supervisory Board, calling for the waiver of the 2009 dividend since we consider it an obligation to handle the funds provided by our shareholders through the capital increase with the greatest possible care to create the maximum value on their behalf.
Market Positions Wienerberger is the world's largest producer of bricks and Nr. 1 on the clay roof tile market
in Europe with 227 plants in 27 countries. We also hold leading positions in concrete pavers in Central-East Europe.
Clay blocks: Facing bricks: Clay roof tiles: Concrete pavers:
Nr. 1 worldwide Nr. 1 in Europe, co-leader in the USA Nr. 1 in Europe Nr. 1 in Central-East Europe
Revenues and Operating Ebitda Margin in mill. and %
40% | 0 |
1cons | 61295187.txt_1 | 61295187.txt | roughly 251 million in a difficult market environment with cost savings of 160 million from the action plan and, above all, through a significant reduction in working capital and investments. These funds and the proceeds of 320 million from the capital increase in September 2009 were used to strengthen the equity base and thereby cut net debt by more than half during the reporting period.
The Managing Board has made a recommendation to the Supervisory Board, calling for the waiver of the 2009 dividend since we consider it an obligation to handle the funds provided by our shareholders through the capital increase with the greatest possible care to create the maximum value on their behalf.
Market Positions Wienerberger is the world's largest producer of bricks and Nr. 1 on the clay roof tile market
in Europe with 227 plants in 27 countries. We also hold leading positions in concrete pavers in Central-East Europe.
Clay blocks: Facing bricks: Clay roof tiles: Concrete pavers:
Nr. 1 worldwide Nr. 1 in Europe, co-leader in the USA Nr. 1 in Europe Nr. 1 in Central-East Europe
Revenues and Operating Ebitda Margin in mill. and %
40%
2,477.3 2,431.4 1,816.9
30%
22.3
18.1
20%
11.5 10%
0% 2007 2008 2009
Revenues Operating EBITDA margin
3.46 3.46
0.81 1.69
-3.17 -0.34
Earnings per Share in
3 2 1 0 -1 -2 -3 2007 2008 2009 IFRS Adjusted
Revenues by Segment
5 4
1 3
2
1 Central-East Europe 32% 2 Central-West Europe 22% 3 North-West Europe 40% 4 North America 8% 5 Investments and Other -2%
551.2
440.1
353.1
208.6
239.8
Ebitda and EBIT (operating) in mill.
600 500 400 300 200 100 0 2007 2008 2009 Operating EBITDA Operating EBIT
19.0
ROCE and CFROI in %
10.1 13.0
6.2 9.3
0.2 4. | 1 |
1cons | 61295187.txt_2 | 61295187.txt |
2,477.3 2,431.4 1,816.9
30%
22.3
18.1
20%
11.5 10%
0% 2007 2008 2009
Revenues Operating EBITDA margin
3.46 3.46
0.81 1.69
-3.17 -0.34
Earnings per Share in
3 2 1 0 -1 -2 -3 2007 2008 2009 IFRS Adjusted
Revenues by Segment
5 4
1 3
2
1 Central-East Europe 32% 2 Central-West Europe 22% 3 North-West Europe 40% 4 North America 8% 5 Investments and Other -2%
551.2
440.1
353.1
208.6
239.8
Ebitda and EBIT (operating) in mill.
600 500 400 300 200 100 0 2007 2008 2009 Operating EBITDA Operating EBIT
19.0
ROCE and CFROI in %
10.1 13.0
6.2 9.3
0.2 4.3
15%
12%
9%
6%
3%
0% 2007 2008 2009
ROCE 1) CFROI 2)
WACC Hurdle rate
Operating Ebitda by Segment
5 4
1 3
2
1 Central-East Europe 52% 2 Central-West Europe 15% 3 North-West Europe 49% 4 North America -6% 5 Investments and Other -10%
1) Calculation based on average capital employed 2) Calculation based on average historical capital employed
Equity and Net Debt in mill.
2,672.7 2,497.2
2,547.0
566.8 890.2
408.0
2007 2008 2009 Equity Net debt
3,000 2,500 2,000 1,500 1,000 500 0
525.4
407.2
250.8
293.8
Free Cash Flow and Growth Investments in mill.
600
500
400
300
200
100
0 2007 2008 2009
Free cash flow Growth investments
195.4
| 2 |
1cons | 61295187.txt_3 | 61295187.txt | 3
15%
12%
9%
6%
3%
0% 2007 2008 2009
ROCE 1) CFROI 2)
WACC Hurdle rate
Operating Ebitda by Segment
5 4
1 3
2
1 Central-East Europe 52% 2 Central-West Europe 15% 3 North-West Europe 49% 4 North America -6% 5 Investments and Other -10%
1) Calculation based on average capital employed 2) Calculation based on average historical capital employed
Equity and Net Debt in mill.
2,672.7 2,497.2
2,547.0
566.8 890.2
408.0
2007 2008 2009 Equity Net debt
3,000 2,500 2,000 1,500 1,000 500 0
525.4
407.2
250.8
293.8
Free Cash Flow and Growth Investments in mill.
600
500
400
300
200
100
0 2007 2008 2009
Free cash flow Growth investments
195.4
71.5
Revenues by Product
4 3
1
2
1 Wall 34% 2 Roof 25% 3 Facade 30% 4 Pavers 11%
Earnings Data
Revenues
in mill.
Operating EBITDA 1)
in mill.
Operating EBIT 1)
in mill.
Restructuring costs and impairment charges to property, plant and equipment
in mill.
Impairment charges to goodwill
in mill.
Profit before tax
in mill.
Profit after tax
in mill.
Free cash flow 2)
in mill.
Maintenance capex
in mill.
Growth investments
in mill.
ROCE 3)
in %
CFROI 4)
in %
Employees 5)
2007
2,477.3 551.2 353.1
0.0 0.0 358.4 295.8 293.8 120.2 525.4 10.1 13.0 14,785
| 3 |
1cons | 61295187.txt_b0 | 61295187.txt | for our annual or quarterly reports or add your name to our mailing list by contacting us at
T +43 (1) 601 92-497 or communication@wienerberger.com
The Annual Report and Annual Financial Statements for 2009, which were presented at the press conference on March 24, 2010 and the 141st Annual General Meeting on May 20, 2010 in Vienna, are also available for download under www.wienerberger.com Available in German and English
Publisher: Wienerberger AG, A-1100 Vienna, Wienerberg City, Wienerbergstrasse 11 T +43 (1) 601 92-0, F +43 (1) 601 92-466 communication@wienerberger.com, www.wienerberger.com Inquiries may be addressed to: The Managing Board: Heimo Scheuch, CEO, Willy Van Riet, CFO Investor Relations: Barbara Braunöck Concept and Realization: Mensalia Unternehmensberatung Creative Concept and Design: Büro X Wien DTP and Reproduction: Büro X Wien, Michael Konrad GmbH, Frankfurt Photos: Kurt Keinrath, Stephan Huger Illustrations: Wiener Schreibbüro Printed by: Grasl Druck & Neue Medien, Austria Translation: Donna Schiller-Margolis This annual report was printed on 100% recycled paper, which has received the European Ecolabel, Blue Angel und Nordic Swan awards.
*We would be happy to hear from you, but an e-mail would be less expensive and above all faster: communication@wienerberger.com
Please add my name to your mailing list for Annual reports Half-year reports Quarterly reports
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Please send me copies (one-time order) of the annual report 2009 (Language English
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Wienerberger AG Investor Relations Wienerberg City Wienerbergstrasse 11 A-1100 Vienna Austria
| 4 |
1cons | 61295187.txt_b1 | 61295187.txt | 8
12,676
2%
2009
-3.17 -0.34 0.00
0.0 22.5 12.78 91,297 1,502.0
CAGR 2000-2009
<-100% <-100% <-100% <-100%
4% -4% 3% 1%
2009
2,726.0 552.4 809.0
4,087.4 2,547.0
277.1 1,263.3
CAGR 2000-2009
6% 7% 3% 5% 10% -2% 2%
7) Equity including non-controlling interests; excluding hybrid capital 8) Adjusted for treasury stock, adjusted for 1:8 stock split (1999) 9) Equity including non-controlling interests and hybrid capital
Notes: The above data reflect figures reported in the relevant year; no retroactive adjustments were made for deconsolidated segments (included are Pipelife until 2003, Treibacher until 1999, Steinzeug until 2002).
If you want to learn more about Wienerberger and there is no order card attached, you can ask for our annual or quarterly reports or add your name to our mailing list by contacting us at
T +43 (1) 601 92-497 or communication@wienerberger.com
The Annual Report and Annual Financial Statements for 2009, which were presented at the press conference on March 24, 2010 and the 141st Annual General Meeting on May 20, 2010 in Vienna, are also available for download under www.wienerberger.com Available in German and English
Publisher: Wienerberger AG, A-1100 Vienna, Wienerberg City, Wienerbergstrasse 11 T +43 (1) 601 92-0, F +43 (1) 601 92-466 communication@wienerberger.com, www.wienerberger.com Inquiries may be addressed to: The Managing Board: Heimo Scheuch, CEO, Willy Van Riet, CFO Investor Relations: Barbara Braunöck Concept and Realization: Mensalia Unternehmensberatung Creative Concept and Design: Büro X Wien DTP and Reproduction: Büro X Wien, Michael Konrad GmbH, Frankfurt Photos: Kurt Keinrath, Stephan Huger Illustrations: Wiener Schreibbüro | 5 |
1cons | 60462147.txt_0 | 60462147.txt | Annual Report 2003
"Haldex concentrates its entire operations on the vehicle industry, offering proprietary innovative solutions on a global basis.
We focus on vehicle products that improve safety, the environment and driving characteristics."
Claes Warnander, CEO
Haldex Annual Report 2003
Contents
DIRECTION AND STRATEGY
Highlights 2003
3
Report from the CEO
4
Strategic Direction
6
The Haldex Share
8
REPORT FROM THE BOARD OF DIRECTORS
Operations
10
The Vehicle Market
12
Business Development
13
Organization and Board Activities
17
Environment
18
Results Development
20
Financial Position and Cash Flow
22
New Accounting Principles
23
FINANCIAL INFORMATION
Consolidated Income Statement
24
Consolidated Balance Sheet
25
Consolidated Statement of Changes in Equity
26
Consolidated Cash Flow Statement
27
Parent Company Income Statement
28
Parent Company Balance Sheet
29
Parent Company Statement of Changes in Equity
30
Parent Company Cash Flow Statement
31
General Accounting Principles
32
Notes
35
Distribution of Earnings
45
Auditors' Report
45
Eleven-Year Summary
46
Quarterly Data
47
OTHER INFORMATION
Board of Directors
48
Auditors
48
Group Management
49
Division Management
49
Addresses
50
Highlights 2003
Haldex Annual Report 2003
The vehicle market continued to be weak, but it is on the road to recovery. Trailer production in the usa increased strongly from earlier low levels. However, the number of heavy trucks produced in North America and Western Europe remained at last year's level, 25% lower than in the peak year, 1999.
Net sales by business area, %
Net sales by region, %
During 2003 and early 2004 Haldex improved its market positions in a number of areas. One breakthrough occurred in disc brake sales, with orders placed by Volvo Trucks/ Renault. A letter of intent to coproduce disc brakes was signed with faw | 0 |
1cons | 60462147.txt_1 | 60462147.txt | in Equity
30
Parent Company Cash Flow Statement
31
General Accounting Principles
32
Notes
35
Distribution of Earnings
45
Auditors' Report
45
Eleven-Year Summary
46
Quarterly Data
47
OTHER INFORMATION
Board of Directors
48
Auditors
48
Group Management
49
Division Management
49
Addresses
50
Highlights 2003
Haldex Annual Report 2003
The vehicle market continued to be weak, but it is on the road to recovery. Trailer production in the usa increased strongly from earlier low levels. However, the number of heavy trucks produced in North America and Western Europe remained at last year's level, 25% lower than in the peak year, 1999.
Net sales by business area, %
Net sales by region, %
During 2003 and early 2004 Haldex improved its market positions in a number of areas. One breakthrough occurred in disc brake sales, with orders placed by Volvo Trucks/ Renault. A letter of intent to coproduce disc brakes was signed with faw, China's biggest vehicle manufacturer. Land Rover chose the Haldex awd system for four-wheel drive. Yet another awd order was placed by vw. The cooperative arrangement with Alfa Laval has brought us close to an initial order for the Alfdex system. New contracts were signed in the usa for diesel engine fuel transfer pumps. In Europe we saw a breakthrough in orders from a leading engine manufacturer. We maintained our strong position in specialty spring wire products for combustion engines.
Group sales totaled msek 6,036 (6,414), a decrease of 6%. Sales increased 4% after adjusting for changes in currency exchange rates. The Group's operating profit before nonrecurring items improved to msek 233 (218). Income was negatively affected msek 30 by changes in exchange rates. The profit margin improved to 4.0% (3.6). Earnings before tax and before non-recurring items totaled msek 177 (153), while earnings before tax and after non-recurring items totaled msek 120 (112).
A number of structural measures have been initiated. Certain production activities in Germany and England are being transferred to subcontractors in Eastern Europe. We are building a production facility in Hungary. Our | 1 |
1cons | 60462147.txt_2 | 60462147.txt | , China's biggest vehicle manufacturer. Land Rover chose the Haldex awd system for four-wheel drive. Yet another awd order was placed by vw. The cooperative arrangement with Alfa Laval has brought us close to an initial order for the Alfdex system. New contracts were signed in the usa for diesel engine fuel transfer pumps. In Europe we saw a breakthrough in orders from a leading engine manufacturer. We maintained our strong position in specialty spring wire products for combustion engines.
Group sales totaled msek 6,036 (6,414), a decrease of 6%. Sales increased 4% after adjusting for changes in currency exchange rates. The Group's operating profit before nonrecurring items improved to msek 233 (218). Income was negatively affected msek 30 by changes in exchange rates. The profit margin improved to 4.0% (3.6). Earnings before tax and before non-recurring items totaled msek 177 (153), while earnings before tax and after non-recurring items totaled msek 120 (112).
A number of structural measures have been initiated. Certain production activities in Germany and England are being transferred to subcontractors in Eastern Europe. We are building a production facility in Hungary. Our plant in India is adding new products. The North American service centers will be consolidated into fewer units, and some usa production is being relocated to Mexico.
· Commercial Vehicle Systems 62
· North America
50
· Hydraulic Systems
16
· Europe
45
· Garphyttan Wire
13
· Asia
3
· Traction Systems
9
· South America
2
Net sales by customer segment, %
· Heavy Vehicles
67
· Engines
12
· Industrial Vehicles
10
· Light Vehicles
9
· Others
2
Key Figures
Net sales, MSEK Earnings before tax, MSEK Earnings before tax,
excl. non-recurring items, MSEK Earnings per share, SEK Earnings per share,
excl. non-recurring items, SEK Proposed dividend, SEK Return on capital employed, % Return on shareholders' equity, % Equity/assets ratio, % Cash flow, MSEK Capital expenditures, MSEK Average number of employees
2003
6,036 | 2 |
1cons | 60462147.txt_3 | 60462147.txt | plant in India is adding new products. The North American service centers will be consolidated into fewer units, and some usa production is being relocated to Mexico.
· Commercial Vehicle Systems 62
· North America
50
· Hydraulic Systems
16
· Europe
45
· Garphyttan Wire
13
· Asia
3
· Traction Systems
9
· South America
2
Net sales by customer segment, %
· Heavy Vehicles
67
· Engines
12
· Industrial Vehicles
10
· Light Vehicles
9
· Others
2
Key Figures
Net sales, MSEK Earnings before tax, MSEK Earnings before tax,
excl. non-recurring items, MSEK Earnings per share, SEK Earnings per share,
excl. non-recurring items, SEK Proposed dividend, SEK Return on capital employed, % Return on shareholders' equity, % Equity/assets ratio, % Cash flow, MSEK Capital expenditures, MSEK Average number of employees
2003
6,036 120
2002
6,414 112
177 3:18
153 3:51
5:78 1:75
6.8 4.8 39 88 271 4,018
4:82 1:50
6.0 4.6 41 338 246 4,022
3 Direction and Strategy
Report from the Group CEO
Haldex Annual Report 2003
4 Direction and Strategy
Haldex is strengthening its positions in the vehicle industry
Vehicle market on the road to recovery This past year was the third in a row with a weak vehicle market, even though there was significant improvement in the North American trailer market, which had been at a very low level. Production of heavy trucks in our key markets in North America and Western Europe remained at the 2002 levels, roughly 25% lower than in the peak year, 1999. Production levels for cars, construction vehicles and forklift trucks remained essentially unchanged from the year before.
The protracted downturn in the vehicle market does however increase our confidence in forecasts that point toward a prompt reversal and the start of a cyclical upswing in North America in the years ahead. The North American production rate for heavy trucks did in fact increase in each quarter of | 3 |
1cons | 60462147.txt_b0 | 60462147.txt | , Suite 300 SOUTHFIELD, MI 48034 tel. +1 248 213 0262 fax +1 248 213 0362
Haldex Garphyttan Corp. 4404 Nimtz Parkway SOUTH BEND, IN 46628 tel. +1 574 232 8800 fax +1 574 232 2565 Haldex Hydraulics Corp. 2222 15TH STREET P.O. Box 6166 ROCKFORD, IL 61125-1166 tel. +1 815 398 4400 fax +1 815 398 5977 214 James Farm Road STATESVILLE, NC 28625 tel. +1 704 873 2587 fax +1 704 838 7989
The annual report is produced by Tatlin Design AB. Photos by: Kristian Pohl (Board of Directors),
Mikael Strinnhed (Executive Management), AB Volvo, BT Industries AB, Linde, MAN AG, Scania CV AB, Svenska Volkswagen AB and Volvo Car Corporation.
Printed by Wassbergs. The annual report is printed on environmentally friendly paper.
51 Other information
Haldex Annual Report 2003
Haldex Annual Report 2003
Annual General Meeting The Annual General Meeting will be held on Wednesday, April 14, 2004 at 4:00 pm at iva's Conference Center, Wallenbergsalen, Grev Turegatan 16, Stockholm.
Participation Shareholders who wish to participate in the Annual General Meeting must send notice of intent to participate no later than 12:00 noon on April 13, 2004 to Haldex ab, Box 7200, se-103 88 Stockholm, Sweden, or by phone +46 8 545 049 50, and must be recorded in the share register prepared by vpc ab, (Swedish Share Register Center) no later than Friday, April 2, 2004.
Financial Information
Haldex issues the following financial reports:
Year-End Report
February
Annual Report
March
Interim Report January March
April
Interim Report January June
August
Interim Report January September October
Financial information can be obtained from: Haldex ab Box 7200 se-103 88 Stockholm, Sweden tel. +46 8 545 049 50 fax +46 8 678 89 40 e-mail: info@haldex.com www.haldex.com
| 4 |
1cons | 60462147.txt_b1 | 60462147.txt | , MI 49417 tel. +1 616 846 4447 fax +1 616 846 3123
2702 North State Street IOLA, KS 66749 tel. +1 620 365 6911 fax +1 620 365 5275
10707 NW Airworld Drive KANSAS CITY, MO 64153 tel. +1 816 891 2470 fax +1 816 880 9766
5334 HIGHWAY 221 SOUTH MARION, NC 28752 tel. +1 828 652 9308 fax +1 828 652 7487
Reynoldsburg Road Hwy. 77, # 565 PARIS, TN 38242 tel. +1 731 642 4215 fax +1 731 642 7889
44708 Helm Street PLYMOUTH, MI 48170 tel. +1 734 737 0435 fax +1 734 737 0436
101 Echlin Boulevard PRATTVILLE, AL 36067 tel. +1 334 365 2145 fax +1 334 365 2258
617 Potomac Place Suite 402 SMYRNA, TN 37167 tel. +1 615 220 1095 fax +1 615 220 1096
27777 Franklin Road, Suite 300 SOUTHFIELD, MI 48034 tel. +1 248 213 0262 fax +1 248 213 0362
Haldex Garphyttan Corp. 4404 Nimtz Parkway SOUTH BEND, IN 46628 tel. +1 574 232 8800 fax +1 574 232 2565 Haldex Hydraulics Corp. 2222 15TH STREET P.O. Box 6166 ROCKFORD, IL 61125-1166 tel. +1 815 398 4400 fax +1 815 398 5977 214 James Farm Road STATESVILLE, NC 28625 tel. +1 704 873 2587 fax +1 704 838 7989
The annual report is produced by Tatlin Design AB. Photos by: Kristian Pohl (Board of Directors),
Mikael Strinnhed (Executive Management), AB Volvo, BT Industries AB, Linde, MAN AG, Scania CV AB, Svenska Volkswagen AB and Volvo Car Corporation.
Printed by Wassbergs. The annual report is printed on environmentally friendly paper.
51 Other information
Haldex Annual Report 2003
Haldex Annual Report 2003
Annual General Meeting The Annual | 5 |
1cons | 62278968.txt_0 | 62278968.txt | ANNUAL REPORT 2011
SHARE INFORMATION
ISIN: DE0007830572 WKN: 783057 Exchange Segment: Open Market Entry Standard of the Frankfurt Stock Exchange Ticker Symbol: 4DS Fiscal Year End: 31 December
SHAREHOLDER STRUCTURE
Number of Shares: 5,445,000 100.0 %
Daldrup Family: 3,600,000 66.1 %
Free Float:
1,845,000 33.9 %
DALDRUP FAMILY: FREE FLOAT:
66.1 % 33.9 %
04 Foreword by the Management Board 06 Supervisory Board Report 10 The Daldrup & Söhne AG Share on the Capital Market
GROUP MANAGEMENT REPORT for the Fiscal Year from 1 January to 31 December 2011
14 A. Company - Business Activities, Competitive Position and Environment
23 B. Results of Operations, Net Assets and Financial Position 31 C. Non-Financial Performance Indicators 31 D. Report on Post-Balance Sheet Date Events 32 E. Strategic Risks 36 F. Opportunities of Future Development and Forecast Report 39 G. Management Board's Concluding Statement
on the Dependent Company Report
CONSOLIDATED FINANCIAL STATEMENTS for the Fiscal Year from 1 January to 31 December 2011
42 Group Income Statement 44 Group Balance Sheet 46 Group Fixed Asset Report 48 Group Equity 50 Consolidated Cash Flow Statement 52 Group-Notes
AUDITOR'S OPINION ON GROUP ANNUAL ACCOUNTS and Group Management Report of Daldrup & Söhne AG, Grünwald, for the Fiscal Year from 1 January to 31 December 2011
67 Fiscal Calendar IR Contact Imprint
04 Annual Report 2011 of Daldrup & Söhne AG Foreword by the Management Board
f. l. t. r.: Andreas Tönies, Josef Daldrup, Peter Maasewerd
FOREWORD BY THE MANAGEMENT BOARD
Dear Shareholders, Respected Business Partners,
The German forces for growth are intact and people are benefiting from the upturn in various ways: through more jobs, through higher incomes and through better future opportunities. The domestic economy is increasingly becoming the mainstay of economic growth. That strengthens the German economy's resistance to external risks and also benefits German trade partners. In the course of last year, economic activity in Germany reached the same level as | 0 |
1cons | 62278968.txt_1 | 62278968.txt | Report
CONSOLIDATED FINANCIAL STATEMENTS for the Fiscal Year from 1 January to 31 December 2011
42 Group Income Statement 44 Group Balance Sheet 46 Group Fixed Asset Report 48 Group Equity 50 Consolidated Cash Flow Statement 52 Group-Notes
AUDITOR'S OPINION ON GROUP ANNUAL ACCOUNTS and Group Management Report of Daldrup & Söhne AG, Grünwald, for the Fiscal Year from 1 January to 31 December 2011
67 Fiscal Calendar IR Contact Imprint
04 Annual Report 2011 of Daldrup & Söhne AG Foreword by the Management Board
f. l. t. r.: Andreas Tönies, Josef Daldrup, Peter Maasewerd
FOREWORD BY THE MANAGEMENT BOARD
Dear Shareholders, Respected Business Partners,
The German forces for growth are intact and people are benefiting from the upturn in various ways: through more jobs, through higher incomes and through better future opportunities. The domestic economy is increasingly becoming the mainstay of economic growth. That strengthens the German economy's resistance to external risks and also benefits German trade partners. In the course of last year, economic activity in Germany reached the same level as before the economic and financial crisis in the spring of 2008. This means that the crisis-related catch-up process proceeded more dynamically than the federal government had expected at the same time last year. The upswing was very robust, even by international standards: Gross domestic product witnessed a 3 percent increase in real terms in 2011, after it had already increased by 3.7 percent in the previous year. However, indebtedness in a number of industrialized countries often coupled with doubts about their competitiveness resulted in significant insecurity on the capital markets. This also caused business expectations in the German economy to take a significant turn for the worse in the second half of 2011. Growth slowed down.
The federal government has called for an energy transition and intends to increase renewable energies' share of the electricity supply gradually from their current level of 20 % (2011) to 35 % (2020) and further to 50 % (2030). This tempo can be adhered to only if we are successful in removing the inhibiting factors.
In this economic environment and with fully utilized drilling and personnel capacities, the Daldrup Group generated gross revenue of 47.1 million in fiscal year 2011 (previous year: 41.1 million). This is equivalent to an increase of 14.6 | 1 |
1cons | 62278968.txt_2 | 62278968.txt | before the economic and financial crisis in the spring of 2008. This means that the crisis-related catch-up process proceeded more dynamically than the federal government had expected at the same time last year. The upswing was very robust, even by international standards: Gross domestic product witnessed a 3 percent increase in real terms in 2011, after it had already increased by 3.7 percent in the previous year. However, indebtedness in a number of industrialized countries often coupled with doubts about their competitiveness resulted in significant insecurity on the capital markets. This also caused business expectations in the German economy to take a significant turn for the worse in the second half of 2011. Growth slowed down.
The federal government has called for an energy transition and intends to increase renewable energies' share of the electricity supply gradually from their current level of 20 % (2011) to 35 % (2020) and further to 50 % (2030). This tempo can be adhered to only if we are successful in removing the inhibiting factors.
In this economic environment and with fully utilized drilling and personnel capacities, the Daldrup Group generated gross revenue of 47.1 million in fiscal year 2011 (previous year: 41.1 million). This is equivalent to an increase of 14.6 % compared with the previous year. 57.5% (previous year: 61.2%) of this revenue was achieved in Germany and 42.5% (previous year: 38.8%) in other countries (Netherlands, Austria and Switzerland). Protracted tendering and approval processes for deep wells, postponements of deadlines, extended drilling times and considerable restraint on the part of banks to fund projects had a revenue-limiting and cost-raising impact on the drilling and project business in the income statement of 2011. In fiscal year 2011, the Group generated earnings before interest, taxes, depreciation and extraordinary expense (EBITDA) of 2.2 million (previous year: 8.0 million). After scheduled depreciation of 4.1 million on the previous year level, earnings before interest, taxes and extraordinary expense (EBIT) genera-
ted by the Daldrup Group amount to - 2.0 million (previous year: 4.0 million). Other minority shareholders' share of the Group earnings (EAT) of - 3.6 million (previous year: 2.4 million) is - 2.0 million (previous year: 0.2 million). | 2 |
1cons | 62278968.txt_3 | 62278968.txt | % compared with the previous year. 57.5% (previous year: 61.2%) of this revenue was achieved in Germany and 42.5% (previous year: 38.8%) in other countries (Netherlands, Austria and Switzerland). Protracted tendering and approval processes for deep wells, postponements of deadlines, extended drilling times and considerable restraint on the part of banks to fund projects had a revenue-limiting and cost-raising impact on the drilling and project business in the income statement of 2011. In fiscal year 2011, the Group generated earnings before interest, taxes, depreciation and extraordinary expense (EBITDA) of 2.2 million (previous year: 8.0 million). After scheduled depreciation of 4.1 million on the previous year level, earnings before interest, taxes and extraordinary expense (EBIT) genera-
ted by the Daldrup Group amount to - 2.0 million (previous year: 4.0 million). Other minority shareholders' share of the Group earnings (EAT) of - 3.6 million (previous year: 2.4 million) is - 2.0 million (previous year: 0.2 million).
In our Group management report for fiscal year 2011, Group earnings are broken down by segment. It is well known and apparent that startup losses stem from the project development business (here mainly the Taufkirchen geothermal project).
The accrued costs of 31.6 million (previous year: 17.6 million) from the geothermal projects in Taufkirchen and Mauerstetten are recognized in fixed assets under "Prepayments on assets under construction" on the asset side of the balance sheet.
The Daldrup Group's equity as at 31/12/2011 amounts to 75.4 million (previous year: 70.0 million) and the equity ratio on the reference date was 68.7 % (previous year: 75.5 %).
For the first time in the history of Daldrup & Söhne AG, liabilities to banks in the amount of 8.0 million are reported. The funds are being used to co-finance the Taufkirchen geothermal project.
In summary, it can be stated that the sector-typical cyclical fluctuations in drilling projects and start-up losses from the project development business have had a negative impact on | 3 |
1cons | 62278968.txt_b0 | 62278968.txt | the audit such that misstatements, whether due to error or fraud, materially affecting the presentation of the net assets, financial position and results of operations in the financial statements in accordance with German principles of proper accounting and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.
Düsseldorf, 15 May 2012
Warth & Klein Grant Thornton AG Auditors
Michael Häger Auditor
Carsten Carstens Auditor
carbon neutral
natureOffice.com | DE-162-021391
print production
FISCAL CALENDAR for Daldrup & Söhne AG
May 2012:
Annual Report 2011
18 July 2012: Annual General Meeting 2012 in Munich
September 2012: Half-year Report 2012
IR CONTACT
Daldrup & Söhne AG Lüdinghauser Straße 42- 46 59387 Ascheberg Germany
Phone +49 (0)2593 / 95 93 29 Fax +49 (0)2593 / 95 93 61 ir@daldrup.eu www.daldrup.eu
IMPRINT
Headquarter Daldrup & Söhne AG Bavariafilmplatz 7 82031 Grünwald/Geiselgasteig Germany
Phone +49 (0)89 / 4 52 43 79 20 info@daldrup.eu
This Annual Report 2011 is also available in an online version at www.daldrup.eu
Design and Setting DESIGNRAUSCH Kommunikationsdesign, Herten www.designrausch.eu
Print DMS media-all-in-one! Digital Media Service GmbH, Selm
www.daldrup.eu
| 4 |
1cons | 62278968.txt_b1 | 62278968.txt | 01 January to 31 December 2011. The preparation of the consolidated financial statements and the group management report in accordance with German commercial law and supplementary articles of incorporation are the responsibility of the parent company's management. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit.
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the consolidated financial statements of Daldrup & Söhne Aktiengesellschaft, Grünwald, for the fiscal year from 01 January to 31 December 2011 comply with legal requirements and give a true and fair view of the net assets, financial position and results of operations in accordance with German principles of proper accounting. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
We conducted our audit of the consolidated financial statements in accordance with § 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements, whether due to error or fraud, materially affecting the presentation of the net assets, financial position and results of operations in the financial statements in accordance with German principles of proper accounting and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.
Düsseldorf, 15 May 2012
Warth & Klein Grant Thornton AG Auditors
Michael Häger Auditor
Carsten Carstens Auditor
carbon neutral
natureOffice.com | DE-162-021391
print production
F | 5 |
1cons | 60778878.txt_0 | 60778878.txt | EL.EN. GROUP
CONSOLIDATED ANNUAL REPORT AS OF DECEMBER 31st 2005
MANAGEMENT REPORT
2
Management report on the financial year ending December 31st 2005
To our shareholders, The financial year ending December 31st 2005 ends with a net profit for the Group of 24.704 thousand Euros net after taxes for an amount of 4.407 thousand Euros. 2005 was a year of exceptional expansion for the activities of the Group which registered a significant growth rate and reached an excellent level of operating profit. The determined activity conducted on the American market through the subsidiary Cynosure in the month of December was responsible for the success of the efforts that had been made in the preceding years with the IPO of the company, a remarkable capital gains after the sale of the stock made by the Group as part of the same operation, and a financial reinforcement which will make it possible to plan for the future development of Cynosure and the Group with an ample availability of capital. The complex and articulated activities of the Group, however, were not without difficulties in some sectors of their business, even though the overall financial year can be considered one of great satisfaction.
3
Adoption of international accounting principles
When the European Regulation 1606 / 2002 of July 19th 2002 came into force, starting with the financial year 2005, the companies possessing stock which had been put up for negotiation on the market governed by the countries which are members of the European Union had to draw up a consolidated annual report in conformity with the international accounting principles (IAS/IFRS) issued by the International Standard Boards (IASB) and approved by the Union. In compliance with these regulations, starting on January 1st 2005 the El. En. Group adopted the international accounting principles (IAS/IFRS). The present annual report closed on December 31st 2005 was therefore formulated applying the criteria of evaluation and determination established by the IAS/IFRS, and adopted by the European Commission. For the purpose of making it possible to compare results with those of the preceding year, El.En. Group has provided a document called Appendix I Reconciliation Tables for Italian and International Accounting Principles, attached to the explanatory notes of the consolidated annual report, which contains the methods and quantities applied for the transition to the IFRS in the annual report of December 31st 2004 in comparison with the report drawn up using the Italian accounting principles, as shown from the application of the IFRS1 (First Time Adoption of International Financial Reporting Standard). The data in | 0 |
1cons | 60778878.txt_1 | 60778878.txt | of July 19th 2002 came into force, starting with the financial year 2005, the companies possessing stock which had been put up for negotiation on the market governed by the countries which are members of the European Union had to draw up a consolidated annual report in conformity with the international accounting principles (IAS/IFRS) issued by the International Standard Boards (IASB) and approved by the Union. In compliance with these regulations, starting on January 1st 2005 the El. En. Group adopted the international accounting principles (IAS/IFRS). The present annual report closed on December 31st 2005 was therefore formulated applying the criteria of evaluation and determination established by the IAS/IFRS, and adopted by the European Commission. For the purpose of making it possible to compare results with those of the preceding year, El.En. Group has provided a document called Appendix I Reconciliation Tables for Italian and International Accounting Principles, attached to the explanatory notes of the consolidated annual report, which contains the methods and quantities applied for the transition to the IFRS in the annual report of December 31st 2004 in comparison with the report drawn up using the Italian accounting principles, as shown from the application of the IFRS1 (First Time Adoption of International Financial Reporting Standard). The data in the consolidated annual report for the financial year ending December 31st 2004 shown for comparative purposes, are those highlighted in the above mentioned document attached to the explanatory notes for the annual report closed on December 31st 2005. All amounts are expressed in thousands of Euros unless otherwise specified.
4
Description of the Group
El.En. SpA controls a group of companies which operate in the field of laser technology, and each of which supplies a particular type of laser application or function. The structure of the group is made up of companies which are active in the design, manufacture and distribution of laser sources and systems for a variety of different uses. To each of these companies a specific role has been assigned on the basis of the commercial field and geographical area in which it operates: Cynosure Inc. and Asclepion Laser Technologies GmbH develop, manufacture and distribute medical laser systems, ASA Srl produces laser equipment for physical therapy, Deka M.E.L.A. Srl, Deka Sarl, Deka Lms GmbH, Deka Dls GmbH and Deka Laser Technologies LLC distribute medical laser equipment, Cutlite Penta Srl and Lasercut Inc. develop laser systems for flat cutting, Ot-Las Sr | 1 |
1cons | 60778878.txt_2 | 60778878.txt | the consolidated annual report for the financial year ending December 31st 2004 shown for comparative purposes, are those highlighted in the above mentioned document attached to the explanatory notes for the annual report closed on December 31st 2005. All amounts are expressed in thousands of Euros unless otherwise specified.
4
Description of the Group
El.En. SpA controls a group of companies which operate in the field of laser technology, and each of which supplies a particular type of laser application or function. The structure of the group is made up of companies which are active in the design, manufacture and distribution of laser sources and systems for a variety of different uses. To each of these companies a specific role has been assigned on the basis of the commercial field and geographical area in which it operates: Cynosure Inc. and Asclepion Laser Technologies GmbH develop, manufacture and distribute medical laser systems, ASA Srl produces laser equipment for physical therapy, Deka M.E.L.A. Srl, Deka Sarl, Deka Lms GmbH, Deka Dls GmbH and Deka Laser Technologies LLC distribute medical laser equipment, Cutlite Penta Srl and Lasercut Inc. develop laser systems for flat cutting, Ot-Las Srl systems for marking large surfaces, Lasit Srl for marking small surfaces, Neuma Laser Srl conducts sales and service activities abroad, Valfivre Italia Srl develops and engineers special laser systems for industrial cutting, marking and welding applications, AQL Srl designs, manufactures and distributes laser systems for the industrial business field, Quanta System SpA develops, manufactures and distributes laser systems for medicine, industry and scientific research. As of December 31st 2005 El.En. SpA holds an equity in companies such as Immobiliare Del.Co. Srl, I.A.L.T. Scrl and SBI Smartbleach International SA, which, however, it does not control; the results of these companies therefore have not been wholly consolidated into the annual report of the Group, but have been consolidated using the shareholders' equity method. The equity in Actis Srl has been entered at cost since the inclusion into the area of consolidation would be irrelevant for the purpose of representing the financial position of the Group. During this financial year no significant variations in the activities of the companies belonging to the El.En. Group occurred. As of December 31st 2005 the structure of the Group is as follows:
5
| 2 |
1cons | 60778878.txt_3 | 60778878.txt | l systems for marking large surfaces, Lasit Srl for marking small surfaces, Neuma Laser Srl conducts sales and service activities abroad, Valfivre Italia Srl develops and engineers special laser systems for industrial cutting, marking and welding applications, AQL Srl designs, manufactures and distributes laser systems for the industrial business field, Quanta System SpA develops, manufactures and distributes laser systems for medicine, industry and scientific research. As of December 31st 2005 El.En. SpA holds an equity in companies such as Immobiliare Del.Co. Srl, I.A.L.T. Scrl and SBI Smartbleach International SA, which, however, it does not control; the results of these companies therefore have not been wholly consolidated into the annual report of the Group, but have been consolidated using the shareholders' equity method. The equity in Actis Srl has been entered at cost since the inclusion into the area of consolidation would be irrelevant for the purpose of representing the financial position of the Group. During this financial year no significant variations in the activities of the companies belonging to the El.En. Group occurred. As of December 31st 2005 the structure of the Group is as follows:
5
El.En. S.p.A.* Calenzano - Florence
Cynosure Inc.* Westford - USA
35,14%
Lasercut* Branford - USA
70% 98%
DEKA S.a.r.l.* Vienne - France
50% 60%
Asclepion Laser Technologies GmbH.*
Jena - Germany
50%
Quanta System S.p.A.* Solbiate Olona - Varese
50%
S.B.I. S.A** Herzele - Belgium
DEKA M.E.L.A. S.r.l.* Calenzano - Florence
60%
ASA Srl* Arcugnano (VI)
60% 51%
DEKA Laser Technologies LLC* Fort Lauderdale - USA
100%
BRCT* Branford - USA
DEKA LMS GMBH * Freising - Germany
50,40% DEKA DLS GMBH * Freising - Germany
76,16%
99%
Valfivre Italia S.r. | 3 |
1cons | 60778878.txt_b0 | 60778878.txt | Reserves Change in Capital and Reserves of third parties Dividends distributed (31)
Increase (decrease) in cash at bank and on hand Cash and cash equivalents at the start of the financial period
Cash and cash equivalents at the end of the financial period
31/12/2005
9.579.550
704.369 129.649 1.316.567 -224.663 -885.105 -1.732.118 -468.306 -106.098 1.895.896 175.998 208.723 1.014.912
10.594.462
-24.077 -37.885 1.844.380 1.782.418
-885.397 -1.361.646 -1.323.832
993.526 638.192
-1.631.785 -3.570.942
8.805.938 6.305.507
15.111.445
31/12/2004
1.901.175
1.079.922 150.227 651.056 -30.415
-1.478.272 -605.936 807.876 -138.238 144.197 1.007.767 204.066 1.792.250
3.693.425
-1.222.457 -15.251
-5.771.500 -7.009.208
-265.328 1.525.672 1.278.045 -878.526
513.671
-1.149.607 1.023.927
-2.291.856 8.597.363
6.305.507
122
El.En. S.p.A. During this financial year the company saw a considerable increase in the cash flow, especially as an effect of the IPO of the subsidiary Cynosure which is described in the comments on the net financial position. Moreover, during this financial period, 1.631 thousand Euros were paid out in dividends. This annual report, which consists of the balance sheet, the profit and loss account and the appendix, is a true and fair representation of the financial and economic position of the company as well as the income for the financial period and corresponds to the amounts entered into accounts. For the Board of Directors The president Gabriele Clementi
123
| 4 |
1cons | 60778878.txt_b1 | 60778878.txt | the annual report, the table below shows the cash flow, for the purpose of presenting in a consistent and homogeneous manner, the most significant variations in the items of the report. The form used for this statement is that of cash flow, recommended in the accounting principles of the National Association of Accountants (Consiglio Nazionale dei Dottori Commercialisti e dei Ragionieri.)
Financial statement (cash flow)
Cash flow generated by operating activity: Profit (loss) for the financial period
Amortizations and depreciations Change of employee severance indemnity Change of provisions for risks and charges Change of provisions for deferred income taxes Stocks Receivables Tax receivables Other receivables Payables Tax payables Other payables
Cash flow generated by operating activity: Changes in non current assets: (Increase) decrease in tangible assets (Increase) decrease in intangible assets (Increase) decrease in equity investments and non current assets
Cash flow from purchase of subsidiary companies
Cash flow from financial activity: Increase (decrease) in non current financial liabilities Increase (decrease) in current financial liabilities Increase (decrease) in financial receivables (Increase) decrease investments which are not permanent Change in Capital and Reserves Change in Capital and Reserves of third parties Dividends distributed (31)
Increase (decrease) in cash at bank and on hand Cash and cash equivalents at the start of the financial period
Cash and cash equivalents at the end of the financial period
31/12/2005
9.579.550
704.369 129.649 1.316.567 -224.663 -885.105 -1.732.118 -468.306 -106.098 1.895.896 175.998 208.723 1.014.912
10.594.462
-24.077 -37.885 1.844.380 1.782.418
-885.397 -1.361.646 -1.323.832
993.526 638.192
-1.631.785 -3.570.942
8.805.938 6.305.507
15.111.445
31/12/2004
1.901.175
1.079.922 150.227 651.056 -30.415
-1.478.272 -605.936 | 5 |
1cons | 61234233.txt_0 | 61234233.txt | Outstanding people Building businesses
Annual Report and Accounts 2009
Annual Report and Accounts 2009
Hexagon is the UK's No.1 provider of senior interim management through BIE and Archer Mathieson and is one of the UK's leading executive search consultancies.
During the year the Group traded with 25 companies in the FTSE 100, a number of the world's leading professional services companies and a range of dynamic high growth smaller companies. Through Euromedica, Hexagon is still the UK's leading provider of senior executives to the life sciences and healthcare sector.
Business review
01 2009 highlights 02 Company profile 04 Chairman's statement
and overview 05 Business review 08 Financial review
Governance
11 Board of directors 12 Directors' report 15 Report on directors remuneration 18 Corporate governance 21 Statement of directors' responsibilities
Financial
23 Report of the independent auditor (Group) 25 Consolidated income statement 26 Consolidated balance sheet 27 Consolidated statement of changes in equity 28 Consolidated cash flow statement 29 Notes to the consolidated financial statements 58 Report of the independent auditor (Company) 60 Company balance sheet 61 Notes to the Company financial statements 65 Notice of Annual General Meeting 67 Proxy form 69 Company information and advisors
b
Business review
"Management focus during this year has been on cost control, cash generation and on reducing the Group's bank and other indebtedness rather than on acquisition initiatives."
Robert Walker Executive Chairman
Highlights
Financial and Operational highlights
· Net fee income (NFI) increased by 16% to £22.5m (2008: £19.5m)
· Earnings before interest, tax, amortisation, impairment and other operating expenses (EBITA) increased by 2% to £5.9m (2008: £5.7m)
· Achieved EBITA conversion 26% (2008: 29%)
· Operating cash inflow £3.1m (2008: £3.9m) representing 89% (2008: 89%) of profit before tax, amortisation and impairment (PBTA)
· Debtor days reduced to 41 (2008: 48)
· Total net debt and contingent consideration reduced by £6.6m (34%) to £12.6m (2008: £19.2m)
· Well balanced performance across a number of market sectors and functional areas
· Decisive action taken to enable business to operate successfully in challenging markets
· | 0 |
1cons | 61234233.txt_1 | 61234233.txt | Business review
"Management focus during this year has been on cost control, cash generation and on reducing the Group's bank and other indebtedness rather than on acquisition initiatives."
Robert Walker Executive Chairman
Highlights
Financial and Operational highlights
· Net fee income (NFI) increased by 16% to £22.5m (2008: £19.5m)
· Earnings before interest, tax, amortisation, impairment and other operating expenses (EBITA) increased by 2% to £5.9m (2008: £5.7m)
· Achieved EBITA conversion 26% (2008: 29%)
· Operating cash inflow £3.1m (2008: £3.9m) representing 89% (2008: 89%) of profit before tax, amortisation and impairment (PBTA)
· Debtor days reduced to 41 (2008: 48)
· Total net debt and contingent consideration reduced by £6.6m (34%) to £12.6m (2008: £19.2m)
· Well balanced performance across a number of market sectors and functional areas
· Decisive action taken to enable business to operate successfully in challenging markets
· Operational management re-structured streamlining senior management team
· Goodwill and other intangible asset impairment review resulting in write down of £8.1m
· Debt restructured in April 2009 and agreement subsequently secured to further defer capital repayments on borrowings
EBITA
£m
Net Fee Income
£m
22.0 20.0 18.0 16.0 14.0 12.0 10.0
8.0 6.0 4.0 2.0 0.0
Year to 15ms to Year to Dec 2005 Mar 2007 Mar 2008
Year to Mar 2009
6.0
5.0
4.0
3.0
2.0
1.0
0.0 Year to 15ms to Year to Year to
Dec 2005 Mar 2007 Mar 2008 Mar 2009
Governance
Financial
Hexagon Human Capital plc Annual Report and Accounts for the year ending 31 March 2009
01
Company profile
About Hexagon
Our Interim Management workforce has successfully executed change and transition projects across a range of industries including manufacturing, private equity, pharmaceuticals, the Public Sector, retail and financial services.
Our specialist Executive Search businesses | 1 |
1cons | 61234233.txt_2 | 61234233.txt | Operational management re-structured streamlining senior management team
· Goodwill and other intangible asset impairment review resulting in write down of £8.1m
· Debt restructured in April 2009 and agreement subsequently secured to further defer capital repayments on borrowings
EBITA
£m
Net Fee Income
£m
22.0 20.0 18.0 16.0 14.0 12.0 10.0
8.0 6.0 4.0 2.0 0.0
Year to 15ms to Year to Dec 2005 Mar 2007 Mar 2008
Year to Mar 2009
6.0
5.0
4.0
3.0
2.0
1.0
0.0 Year to 15ms to Year to Year to
Dec 2005 Mar 2007 Mar 2008 Mar 2009
Governance
Financial
Hexagon Human Capital plc Annual Report and Accounts for the year ending 31 March 2009
01
Company profile
About Hexagon
Our Interim Management workforce has successfully executed change and transition projects across a range of industries including manufacturing, private equity, pharmaceuticals, the Public Sector, retail and financial services.
Our specialist Executive Search businesses have been responsible for many high profile placements within a number of the World's leading companies as well as some of the most interesting emerging companies.
USA India Middle East
Hong Kong
Atlanta
United Kingdom
Switzerland France Benelux
Dubai Mumbai
Hong Kong
Copenhagen
London Brussels
Paris Zurich
Offices
02
Hexagon Human Capital plc Annual Report and Accounts for the year ending 31 March 2009
Business review
Senior Interim Management
Executive Search
The Hexagon Group comprises five high quality businesses operating across a broad range of sectors.
BIE provides interim management and change management executives to PLCs, private companies, Government, Not-For-Profit organisations, private equity and venture capital firms for the assignments in the UK and overseas. BIE is the preferred interim management supplier to 3i plc and a partner to CBI.
Hexagon Group Companies
The Hexagon Group comprises five high quality businesses operating across a broad range of sectors. Our Interim Managers are typically commanding day rates between £750 to £2,000 illustrating the strategic value that they deliver to our clients. Our Executive Search group supplies | 2 |
1cons | 61234233.txt_3 | 61234233.txt | have been responsible for many high profile placements within a number of the World's leading companies as well as some of the most interesting emerging companies.
USA India Middle East
Hong Kong
Atlanta
United Kingdom
Switzerland France Benelux
Dubai Mumbai
Hong Kong
Copenhagen
London Brussels
Paris Zurich
Offices
02
Hexagon Human Capital plc Annual Report and Accounts for the year ending 31 March 2009
Business review
Senior Interim Management
Executive Search
The Hexagon Group comprises five high quality businesses operating across a broad range of sectors.
BIE provides interim management and change management executives to PLCs, private companies, Government, Not-For-Profit organisations, private equity and venture capital firms for the assignments in the UK and overseas. BIE is the preferred interim management supplier to 3i plc and a partner to CBI.
Hexagon Group Companies
The Hexagon Group comprises five high quality businesses operating across a broad range of sectors. Our Interim Managers are typically commanding day rates between £750 to £2,000 illustrating the strategic value that they deliver to our clients. Our Executive Search group supplies leaders and senior managers on basic salaries usually between £100,000£400,000.
Through our acquisition and investment programme we have created a culture based on high performance, empowered management and shared ownership. Over 75% of our fee earning staff own equity within the Group and our staff retention is amongst the best in the sector.
Archer Mathieson Archer Mathieson provide high level interim management and executive consultancy services with the emphasis on the Finance and Human Resources sectors. Based in Windsor, the Company serves businesses that range from aggressive entrepreneurial start-ups to major corporations such as Microsoft.
BIE Interim Executive BIE is the UK's No.1 interim management provider for senior-level roles worldwide. This ranking has been independently confirmed by Executive Grapevine for the last five years.
Correlate Search Correlate Search is a specialist financial markets headhunter that works with a select number of banks, hedge funds, asset managers and insurance companies in Europe, Asia and the Middle East.
Founded in London in 1994 as Alexander Mann, the London business is one of the longest established, specialist financial markets search boutiques and as such has been recognised in various industry surveys and awards. In 2009, the company opened a new operation in Hong | 3 |
1cons | 61234233.txt_b0 | 61234233.txt | . In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
SECOND HERE
Business Reply Service Licence Number MB122
Capita Registrars Ltd (Proxies) PO Box 25 BECKENHAM Kent BR3 4BR
THIRD FOLD AND TUCK IN
FIRST FOLD
Hexagon Human Capital plc Annual Report and Accounts for the year ending 31 March 2009
Company Information and Advisors
Bankers
Barclays Bank plc 1 Churchill Place London E14 5HP
Auditor
Grant Thornton UK LLP Byron House Cambridge Business Park Cowley Road Cambridge CB4 0WZ
Solicitors
BPE Solicitors 33 Bennetts Hill Birmingham B2 5SN
Brokers & Nomad
Brewin Dolphin Ltd 12 Smithfield Street London EC1A 9BD
Registrars
Capita Registrars Ltd Northern House Woodsome Park Fenay Bridge Huddersfield West Yorkshire HD8 0GA
Financial PR
Redleaf Communications Ltd 913 St Andrew Street London EC4A 3AF
Registered Office
1st Floor 33 Cornhill London EC3V 3ND
Company Number
5663191
Business review
Governance
Financial
Hexagon Human Capital plc Annual Report and Accounts for the year ending 31 March 2009
69
Hexagon Human Capital plc 1st Floor 33 Cornhill London EC3V 3ND
Tel: +44(0) 20 7337 1133 Fax: +44(0) 20 7337 1128
www.hexagongroup.com
| 4 |
1cons | 61234233.txt_b1 | 61234233.txt | .
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. Failure to specify the number of shares each proxy appointment relates to, or specifying a number of shares in excess of those held by you on the 1st November 2009 will result in the proxy appointments being invalid.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an `X'. To abstain from voting on a resolution, select the relevant "Withheld" box. A vote withheld is not a vote in law, which means that
the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion.
6. To appoint a proxy using this form, the form must be:
· completed and signed;
· sent or delivered to Capita Registrars Ltd (Proxies), PO Box 25, Beckenham, Kent BR3 4BR; and
· received by Capita Registrars Ltd no later than 10.30am on 1st November 2009.
7. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
SECOND HERE
Business Reply Service Licence Number MB122
Capita Registrars Ltd (Proxies) PO Box 25 BECKENHAM Kent BR3 4BR
THIRD FOLD AND TUCK IN
FIRST FOLD
Hexagon Human Capital plc Annual Report and Accounts for the year ending 31 | 5 |
1cons | 60367681.txt_0 | 60367681.txt | 2001 Financial Report
2001 FINANCIAL REPORT
Contents
GROUPE BULL BULL
Consolidated Financial Highlights................................Page 2 Presentation of Groupe Bull...................................Page 3 Management Discussion & Analysis..............................Page 5 Independent Auditors' Report on the Consolidated Financial Statements....Page 11 Consolidated Financial Statements.............................Page 12 Notes to the Consolidated Financial Statements....................Page 17
General information about the Company..........................Page 39 Members of the Board of Directors.............................Page 41 General information concerning the common stock..................Page 43 Stock market trends.......................................Page 47 Bull condensed financial statements............................Page 48
GROUPE BULL COMPANIES
Corporate Structure of Groupe Bull.............................Page 54 Consolidated companies....................................Page 56 Minority interests.................. | 0 |
1cons | 60367681.txt_1 | 60367681.txt | Page 39 Members of the Board of Directors.............................Page 41 General information concerning the common stock..................Page 43 Stock market trends.......................................Page 47 Bull condensed financial statements............................Page 48
GROUPE BULL COMPANIES
Corporate Structure of Groupe Bull.............................Page 54 Consolidated companies....................................Page 56 Minority interests.........................................Page 60
REFERENCE DOCUMENT
Cross-reference table (COB Regulation 98-01) and Information concerning the filing of the reference document....................Page 61
Persons responsible for the accuracy of the reference document.........Page 62
The Commission des Opérations de Bourse draws the attention of private investors to the observation recorded by the statutory auditors in their report on the consolidated financial statements for the year ended December 31, 2001, highlighting the uncertainty surrounding the successful completion of the Bull restructuring plan, as described in note 2 to the consolidated financial statements. This plan was made possible by the French Government's commitment, subject to EC approval, to provide Bull with financial support in the form of repayable cash advances up to a maximum total amount of EUR 450 million, including EUR 100 million already paid as of December 31, 2001.
1
GROUPE BULL
Consolidated financial highlights
(in million euros)
SUMMARIZED CONSOLIDATED | 1 |
1cons | 60367681.txt_2 | 60367681.txt | .......................Page 60
REFERENCE DOCUMENT
Cross-reference table (COB Regulation 98-01) and Information concerning the filing of the reference document....................Page 61
Persons responsible for the accuracy of the reference document.........Page 62
The Commission des Opérations de Bourse draws the attention of private investors to the observation recorded by the statutory auditors in their report on the consolidated financial statements for the year ended December 31, 2001, highlighting the uncertainty surrounding the successful completion of the Bull restructuring plan, as described in note 2 to the consolidated financial statements. This plan was made possible by the French Government's commitment, subject to EC approval, to provide Bull with financial support in the form of repayable cash advances up to a maximum total amount of EUR 450 million, including EUR 100 million already paid as of December 31, 2001.
1
GROUPE BULL
Consolidated financial highlights
(in million euros)
SUMMARIZED CONSOLIDATED STATEMENT OF INCOME 2001
· Total revenue
· Gross margin Research and development expenditure, net Selling, general and administrative expenses
· Income from operations Net interest expense Provision for headcount plan Other income and expenses and minority interests
· Net income (loss)
2 544
630 (123) (606)
(99) (37) (155) 38
(253)
SUMMARIZED STATEMENT OF NET CASH MOVEMENTS
· Cash movements resulting from business activities Investments Net book value of assets disposals Movements in working capital Other movements
63 (85) 65 116 47
· Net cash provided/(used) by operating activities Capital increases (*) Shareholder advance Reduction in restructing provisions
206 -
100 (70)
· Net cash movements
236
HEADCOUNT AT 31 DECEMBER
12 731
2000
3 244
763 (160) (706)
(103) (42) (98)
(243)
(59) (127)
70 16 (31)
(131) (20) (11)
(162)
17 209
1999
3 769
9 | 2 |
1cons | 60367681.txt_3 | 60367681.txt | STATEMENT OF INCOME 2001
· Total revenue
· Gross margin Research and development expenditure, net Selling, general and administrative expenses
· Income from operations Net interest expense Provision for headcount plan Other income and expenses and minority interests
· Net income (loss)
2 544
630 (123) (606)
(99) (37) (155) 38
(253)
SUMMARIZED STATEMENT OF NET CASH MOVEMENTS
· Cash movements resulting from business activities Investments Net book value of assets disposals Movements in working capital Other movements
63 (85) 65 116 47
· Net cash provided/(used) by operating activities Capital increases (*) Shareholder advance Reduction in restructing provisions
206 -
100 (70)
· Net cash movements
236
HEADCOUNT AT 31 DECEMBER
12 731
2000
3 244
763 (160) (706)
(103) (42) (98)
(243)
(59) (127)
70 16 (31)
(131) (20) (11)
(162)
17 209
1999
3 769
948 (186) (779)
(17) (38)
(233)
(288)
139 (154)
69 173 (51)
176 1 -
(14)
163
19 027
1998
3 801
1 041 (203) (796)
42 (49)
10
3
1997
3 753
1 102 (192) (796)
114 (52)
30
92
137 (148)
59 59 (17)
90 -
(42)
48
243 (164)
51 (103)
(53)
(26) (5) -
(43)
(74)
20 676 21 267
(*) NET CASH IMPACT OF MOVEMENTS IN ADVANCE CONTRIBUTIONS TO CAPITAL INCREASES INCLUDING, IN 1997, THE REPAYMENT TO NEC OF THE RESIDUAL BALANCE ON ITS ACCOUNT OF EUR 44 MILLION, AND IN 2000, THE REPAYMENT TO FRANCE TELECOM OF THE RESIDUAL BALANCE ON ITS ACCOUNT OF EUR 48 MILLION. IN THE FINANCIAL REPORT, THE TER | 3 |
1cons | 60367681.txt_b0 | 60367681.txt | the plans presented in Note 2 to the financial statements (disposal of assets, partnerships, restructuring accompanying an operational turnaround). The success of these plans is essential to the continuation of Groupe Bull as a going concern, without which certain asset and liability values may prove inappropriate (in particular, the deferred tax assets shown in note 22, the valuation of which is based on the successful completion of these plans); in our audit report on the 2001 consolidated financial statements, we expressed the following qualification: A deferred tax asset of EUR 29 million was maintained in the consolidated balance sheet as of December 31, 2001. Considering the Group's results in the last three years, we believe that this deferred tax asset should be fully impaired and expensed to the 2001 income statement. In addition, we drew attention to the uncertainty surrounding the successful implementation of the Groupe Bull restructuring plan presented in Note 2 to the financial statements, and made possible by the French state's commitment, subject to EC approval, to provide Bull with financial support in the form of repayable stockholders' advances for a maximum total amount of EUR 450 million, including EUR 100 million already paid as of December 31, 2001. This commitment was officially confirmed by a French state representative in the presence of the Board of Directors. The success of these measures is essential to the continuation of the Group as a going concern, without which certain asset and liability values may prove inappropriate. Based on the procedures performed, we have no matters to report regarding the fairness of the information relating to the financial situation and the financial statements presented in the "Reference Document".
Paris and Neuilly-sur-Seine, July 8, 2002
Independent Auditors
Amyot Exco
Member of Grant Thomton
Isabelle FAUVEL
Daniel KURKDJIAN
Deloitte Touche Tohmatsu
Frédéric MOULIN
Jean-Paul PICARD
62
For further information or documents published by Groupe Bull, and for all financial information, please contact : Marie-Claude Bessis Director of Communications
Groupe Bull Headquarters : 68, route de Versailles, 78430 Louveciennes, France
Postal address : BP 434, 78434 Louveciennes Cedex, France Tél. + 33 (0)1 39 66 60 60 - Fax + 33 (0)1 39 66 60 62
www.bull.com
| 4 |
1cons | 60367681.txt_b1 | 60367681.txt | reading the other information contained in the "Reference Document" in order to identify material inconsistencies with the information relating to the financial situation and the financial statements and to report any apparent material misstatement of facts that we may have found in reading the other information based on our general knowledge of the company obtained during the course of our engagement. Since the "Reference Document" did not contain any selected prospective data resulting from an organized process, our procedures did not consist of a reading of management's assumptions and the resulting figures. We have audited in accordance with professional standards applicable in France the individual financial statements and the consolidated financial statements for each of the fiscal years 1999, 2000 and 2001, approved by the Board of Directors. We expressed an unqualified opinion with comment for fiscal years 1999 and 2000 and a qualified opinion with comment for fiscal year 2001. in our audit report on the 1999 consolidated financial statements, we drew attention to the impairment provision against all Packard Bell NEC Inc. investments held by Groupe Bull, as disclosed in notes 2 and 20 to the consolidated financial statements;
Gervais PELLISSIER Senior Executive Vice President
Finance and Administration
in our audit report on the 2000 consolidated financial statements, we drew attention to the uncertainty surrounding the successful implementation of the plans presented in Note 2 to the financial statements (disposal of assets, partnerships, restructuring accompanying an operational turnaround). The success of these plans is essential to the continuation of Groupe Bull as a going concern, without which certain asset and liability values may prove inappropriate (in particular, the deferred tax assets shown in note 22, the valuation of which is based on the successful completion of these plans); in our audit report on the 2001 consolidated financial statements, we expressed the following qualification: A deferred tax asset of EUR 29 million was maintained in the consolidated balance sheet as of December 31, 2001. Considering the Group's results in the last three years, we believe that this deferred tax asset should be fully impaired and expensed to the 2001 income statement. In addition, we drew attention to the uncertainty surrounding the successful implementation of the Groupe Bull restructuring plan presented in Note 2 to the financial statements, and made possible by the French state's commitment, subject to EC approval, to provide Bull with financial support in the form of repayable stockholders' advances for a maximum total amount of EUR 450 million, including EUR 100 million already paid as of December 31, 2001. This commitment was officially confirmed by a French state representative in the presence of the Board of Directors. The | 5 |
1cons | 60223041.txt_0 | 60223041.txt | FORTH PORTS PLC
Annual Report and Accounts 2001
Introduction
Forth Ports PLC owns and operates the ports of Tilbury, Grangemouth, Leith, Dundee, Rosyth, Burntisland and Methil. It carries out other marine activities notably conservancy, pilotage and towage. The Group has extensive property interests within Leith, Dundee, Tilbury and Grangemouth.
Forth Ports is the largest ports grouping in Scotland and the third largest in the UK measured in terms of tonnage. The strong East Coast presence, serving Scotland and the South East, enables Forth Ports to offer modern facilities and cost effective distribution to its customers.
Forth Ports aims to work closely with its customers to enable long-term commitments for improved facilities and services to be made for the benefit of both parties. Within the Forth and Tay Estuaries, Forth Ports is also responsible as the Competent Harbour Authority for managing and operating an area of 280 square miles of navigable waters. Within the Forth Estuary, this area of jurisdiction also encompasses two specialised marine terminals for oil and gas export.
01 Financial Calendar 02 Chairman's Statement 04 Chief Executive's Statement 16 Financial Review 18 Directors' Biographies 19 Directors' Report 24 Corporate Governance Report 27 Remuneration Report 30 Independent Auditors' Report 31 Annual Accounts 56 Five Year Record 57 Notice of Annual General Meeting 59 Appendix
Financial Calendar
Year End: 31st December 2001 Preliminary Announcement: 25th March 2002 Dispatch of Annual Report: 10th April 2002 Ex Dividend Date (Final Dividend): 17th April 2002 Record Date (Final Dividend): 19th April 2002 Annual General Meeting: 10th May 2002 Payment of Final Dividend 2001: 17th May 2002 Announcement of Interim Results 2002: 9th September 2002 Interim Report Dispatched: 12th September 2002 Ex Dividend Date (Interim Dividend): 9th October 2002 Record Date (Interim Dividend): 11th October 2002 Payment of Interim Dividend 2002: 1st November 2002
Notice of the Meeting
The eleventh Annual General Meeting of Forth Ports PLC will be held in The Board Room at The Caledonian Hotel, Princes Street, Edinburgh at 11.00am on Friday, 10th May 2002. The formal Notice of Meeting is on pages 57 and 58.
Annual Report and Accounts 2001
Forth Ports PLC 01 | 0 |
1cons | 60223041.txt_1 | 60223041.txt | ographies 19 Directors' Report 24 Corporate Governance Report 27 Remuneration Report 30 Independent Auditors' Report 31 Annual Accounts 56 Five Year Record 57 Notice of Annual General Meeting 59 Appendix
Financial Calendar
Year End: 31st December 2001 Preliminary Announcement: 25th March 2002 Dispatch of Annual Report: 10th April 2002 Ex Dividend Date (Final Dividend): 17th April 2002 Record Date (Final Dividend): 19th April 2002 Annual General Meeting: 10th May 2002 Payment of Final Dividend 2001: 17th May 2002 Announcement of Interim Results 2002: 9th September 2002 Interim Report Dispatched: 12th September 2002 Ex Dividend Date (Interim Dividend): 9th October 2002 Record Date (Interim Dividend): 11th October 2002 Payment of Interim Dividend 2002: 1st November 2002
Notice of the Meeting
The eleventh Annual General Meeting of Forth Ports PLC will be held in The Board Room at The Caledonian Hotel, Princes Street, Edinburgh at 11.00am on Friday, 10th May 2002. The formal Notice of Meeting is on pages 57 and 58.
Annual Report and Accounts 2001
Forth Ports PLC 01
Chairman's Statement
2001 was another record year. Turnover increased by 10% to reach £133.8m. Profit before tax amounted to £39.1m up 8% over the previous record of £36.1m (pre-exceptional). Underlying earnings per share increased by 15% to reach 61.4p per share (2000 53.1p restated). With an increase of over 10% in underlying Group port operating profits and 12% in property profits, the Group continued to benefit from its wide spread of business in increasingly more difficult trading conditions.
The highlights of the year were the strong performance of the Scottish Ports, the award of a freight facilities grant for the new Superfast Rosyth Zeebrugge ferry link, the opening of the Ocean Terminal Shopping Centre and the ongoing masterplanning of our major developments at Leith and Granton.
The strong performance within the Scottish Ports Division was led by the Port of Grangemouth which increased its total annual tonnage by 9% to nearly 9.6 million tonnes. Both piped and dry cargo saw good increases which produced an excellent financial result. In addition, Leith improved its tonnages by 31% after a relatively poor | 1 |
1cons | 60223041.txt_2 | 60223041.txt |
Chairman's Statement
2001 was another record year. Turnover increased by 10% to reach £133.8m. Profit before tax amounted to £39.1m up 8% over the previous record of £36.1m (pre-exceptional). Underlying earnings per share increased by 15% to reach 61.4p per share (2000 53.1p restated). With an increase of over 10% in underlying Group port operating profits and 12% in property profits, the Group continued to benefit from its wide spread of business in increasingly more difficult trading conditions.
The highlights of the year were the strong performance of the Scottish Ports, the award of a freight facilities grant for the new Superfast Rosyth Zeebrugge ferry link, the opening of the Ocean Terminal Shopping Centre and the ongoing masterplanning of our major developments at Leith and Granton.
The strong performance within the Scottish Ports Division was led by the Port of Grangemouth which increased its total annual tonnage by 9% to nearly 9.6 million tonnes. Both piped and dry cargo saw good increases which produced an excellent financial result. In addition, Leith improved its tonnages by 31% after a relatively poor year in 2000.
We recently announced that we had sold our small container shipping company, Forthline, to the Simon Group as this was not one of our core activities.
After many years in the planning and with a tight construction timetable, the Ocean Terminal Shopping Centre opened on time on 4th October 2001. This magnificent building will contribute significantly to the shopping and leisure facilities within the City of Edinburgh.
Our outline planning application for Western Harbour Leith was approved by the Planning Committee on 6th February 2002. We are seeking to build on this recent success and are continuing to work with the planners to achieve a substantial transformation of Edinburgh's Waterfront. We are seeking
to strengthen our team by bringing in a 10% equity and management partner in to our property business. This move will increase our management resources and provide third party confirmation of the substantial value of our property assets.
Forth Ports continues to look at acquisition opportunities and during the year we reached the final stages of the tender process for the Ports Corporation of South Australia. Our bid was unsuccessful; however, the exercise strengthened our commercial relationships with South Australia and wine shipments are now increasing through the Port of Tilbury.
In November 2001, 300,000 shares were bought back by the Company at a cost | 2 |
1cons | 60223041.txt_3 | 60223041.txt | year in 2000.
We recently announced that we had sold our small container shipping company, Forthline, to the Simon Group as this was not one of our core activities.
After many years in the planning and with a tight construction timetable, the Ocean Terminal Shopping Centre opened on time on 4th October 2001. This magnificent building will contribute significantly to the shopping and leisure facilities within the City of Edinburgh.
Our outline planning application for Western Harbour Leith was approved by the Planning Committee on 6th February 2002. We are seeking to build on this recent success and are continuing to work with the planners to achieve a substantial transformation of Edinburgh's Waterfront. We are seeking
to strengthen our team by bringing in a 10% equity and management partner in to our property business. This move will increase our management resources and provide third party confirmation of the substantial value of our property assets.
Forth Ports continues to look at acquisition opportunities and during the year we reached the final stages of the tender process for the Ports Corporation of South Australia. Our bid was unsuccessful; however, the exercise strengthened our commercial relationships with South Australia and wine shipments are now increasing through the Port of Tilbury.
In November 2001, 300,000 shares were bought back by the Company at a cost of just over £2m. We are seeking a renewed authority to buy back further shares at our Annual General Meeting. This authority will only be acted upon if the share buy back is earnings enhancing.
The Directors propose a final dividend of 20p per share giving a total dividend for the year of 30p per share (2000 27p) an overall increase of 11%. The final dividend, if approved by the shareholders at the Annual General Meeting, will be paid on 17th May 2002 to all shareholders on the register at 19th April 2002.
We are extremely grateful to all who work for Forth Ports for their efforts and contributions over the last year.
Having reached the age of 70, Hugh Thompson retires from the Board at the Annual General Meeting in May. He has made an enormous contribution to Forth Ports over many years. We wish him well for the future.
While trading conditions have been more difficult in the port business over the last few months compared with a strong opening performance last year, we remain confident that 2002 will be another successful year.
Photo Caption The new container crane at Grangemouth became operational in August 2001.
Christopher Collins Chairman
02 Forth Ports PLC
Annual Report and Accounts 2001
Annual | 3 |
1cons | 60223041.txt_b0 | 60223041.txt | for the benefit of employees. The Trust was set up shortly prior to flotation of the Company. In order to ensure that it has sufficient Ordinary Shares to satisfy any awards that are made under the Plan the Trustee will:
(a) subscribe at market value of shares;
(b) acquire shares on the market; and/or
(c) be granted an option by the Company to acquire shares at the market value at the end of the relevant performance period.
In each case the acquisition of such shares will be funded by a gift made to the Trustee by the Company which employs the participant or by a loan to the Trustee by the Company.
Additional features of the Trust are as follows:
(a) The beneficiaries of the Trust ("the Beneficiaries") are the employees, spouses of employees and children and remoter issue of employees from time to time of the Company or any of its subsidiaries.
(b) The Trustee will hold assets in trust to apply those assets for the benefit of any or all of the beneficiaries.
(c) On a winding up of the Trust any remaining assets would be distributed to the beneficiaries at the discretion of the Trustee or, failing which, for charitable purposes.
(d) The Company with consent of the Trustee may amend the terms of the trust deed constituting the Trust provided that no amendments can be made which would affect in any way any right, interest or benefit conferred on any person prior to the alteration becoming effective.
Copy Documentation A copy of the Rules of the Forth Ports PLC Long Term Incentive Plan and a copy of the Declaration of Trust by Forth Ports PLC dated 26 February 1992 are available for inspection at the offices of K-Legal at 63 Queen Victoria Street, London EC4N 4ST and the offices of the Company at Tower Place, Leith, Edinburgh, EH6 7DB during normal business hours on any week day (excluding Saturdays and public holidays) until the close of the Annual General Meeting and in addition shall be available for inspection at the place of the Annual General Meeting for 15 minutes prior to and during the Annual General Meeting.
60 Forth Ports PLC
Annual Report and Accounts 2001
Designed and produced by newton.eh6
Head Office
Forth Ports PLC, Tower Place, Edinburgh EH6 7DB Telephone 0131 555 8700 Facsimile 0131 553 7462 www.forthports.co.uk
| 4 |
1cons | 60223041.txt_b1 | 60223041.txt | the administration of the Plan or to obtain or maintain favourable tax, exchange control or regulatory treatment for the Company or participants in the Plan.
Source of Shares An award may be satisfied either by the transfer to the participant of existing shares in the Company purchased on the market or by the issue of new shares. The Plan permits the Company to use the Forth Ports PLC Employee Trust for the purpose of holding the shares pending the transfer to participants. Further details of that Trust are given below. However, where awards are satisfied through the issue of new shares to the Trustee for the purpose of satisfying awards under the Plan, the use of new shares will be subject to limiting the percentage of the Company's issued share capital utilised for the purposes of the Plan or in respect of the granting of share options in any ten year period to 10 per cent. Within this overall limit of 10 per cent, new shares issued in respect of the granting of share options (other than savings-related share options) will be limited to 5 per cent.
Trust It is intended that the transfer of shares to satisfy awards under the Plan will be made by the Trustee of the Forth Ports PLC Employee Trust ("the Trust"). The Trust was established by trust deed dated 26 February 1992 by the Company for the benefit of employees. The Trust was set up shortly prior to flotation of the Company. In order to ensure that it has sufficient Ordinary Shares to satisfy any awards that are made under the Plan the Trustee will:
(a) subscribe at market value of shares;
(b) acquire shares on the market; and/or
(c) be granted an option by the Company to acquire shares at the market value at the end of the relevant performance period.
In each case the acquisition of such shares will be funded by a gift made to the Trustee by the Company which employs the participant or by a loan to the Trustee by the Company.
Additional features of the Trust are as follows:
(a) The beneficiaries of the Trust ("the Beneficiaries") are the employees, spouses of employees and children and remoter issue of employees from time to time of the Company or any of its subsidiaries.
(b) The Trustee will hold assets in trust to apply those assets for the benefit of any or all of the beneficiaries.
(c) On a winding up of the Trust any remaining assets would be distributed to the beneficiaries at the discretion of the Trustee or, failing which, for charitable purposes.
( | 5 |
1cons | 60773191.txt_0 | 60773191.txt | ANNUAL REPORT 2005
Annual Report
2005
TTaabbleloef CoofntCenotsntents
1. INFORMATION CONCERNING THIS ANNUAL REPORT AND THE COMPANY AUDITORS................................ 6 2. SHAREHOLDERS' RIGHTS.......................................................................................................................................................... 9
2.1 General Information.................................................................................................................................................................. 9 2.2 Dividend Taxation.................................................................................................................................................................... 10
3. MARKET INFORMATION AND STRUCTURE...................................................................................................................... 11 3.1 Structure of the Greek Oil Refining Market........................................................................................................................ 11 3.2 Regulatory Framework.......................................................................................................................................................... 12 3.3 Recent Developments in the World Oil Market................................................................................................................ 14
4. COMPANY PROFILE.................................................................................................................................................................... 15 4.1 General Information................................................................................................................................................................ 15 4.2 Background.............................................................................................................................................................................. 17 4.3 Company Activity - Fixed Assets............................................................................................................................................ 18 4.4 Sales & Distribution Network Customer Service............................................................................................................ 19 4.5 Share Capital Shareholder Structure................................................................................................................................ 19 4.6 Company Administration & Management........................................................................................................................ 20 4.7 Organization Chart................................................................................................................................................................ 21 4.8 Personnel.................................................................................................................................................................................. 22 4.9 2003 2005 Capital Expenditure........................................................................................................................................ 23 4.10 MOTOR OIL and Society.................................................................................................................................................... 25
5. PERFORMANCE REVIEW.......................................................................................................................................................... 28 5.1 Company Activities.................................................................................................................................. 28 5.2 Company Turnover and Earnings Review 2004 2005................................................................................ 31 5.3 Company Balance Sheet Statements Review 2004 2005.......................................................................... 34 5.4 Company Key Financial Ratios.................................................................................................................. 38 5.5 Company Cash Flow Statements.............................................................................................................. 39 5.6 Share Performance.................................................................................................................................. 40 5.7 Consolidated Financial Statements............................................................................................................ 41
4 annual report
6 AFFILIATED COMPANIES.......................................................................................................................................................... 48 6.1 MOTOR OIL Subsidiaries...................................................................................................................................................... 48 6.2 Companies included in MOTOR OIL Consolidated Financial Statements................................................................ 49 6.3 MOTOR OIL Affiliated Companies.................................................................................................................................... 50 6.4 Other Related Companies...................................................................................................................................................... 51 6.5 BoD Report on Inter-company Transactions according to Corporate Governance Law 3016/2002.................. 51
7. FUTURE GOALS................................................................................................................................................................ | 0 |
1cons | 60773191.txt_1 | 60773191.txt | .................................................................................................................. 22 4.9 2003 2005 Capital Expenditure........................................................................................................................................ 23 4.10 MOTOR OIL and Society.................................................................................................................................................... 25
5. PERFORMANCE REVIEW.......................................................................................................................................................... 28 5.1 Company Activities.................................................................................................................................. 28 5.2 Company Turnover and Earnings Review 2004 2005................................................................................ 31 5.3 Company Balance Sheet Statements Review 2004 2005.......................................................................... 34 5.4 Company Key Financial Ratios.................................................................................................................. 38 5.5 Company Cash Flow Statements.............................................................................................................. 39 5.6 Share Performance.................................................................................................................................. 40 5.7 Consolidated Financial Statements............................................................................................................ 41
4 annual report
6 AFFILIATED COMPANIES.......................................................................................................................................................... 48 6.1 MOTOR OIL Subsidiaries...................................................................................................................................................... 48 6.2 Companies included in MOTOR OIL Consolidated Financial Statements................................................................ 49 6.3 MOTOR OIL Affiliated Companies.................................................................................................................................... 50 6.4 Other Related Companies...................................................................................................................................................... 51 6.5 BoD Report on Inter-company Transactions according to Corporate Governance Law 3016/2002.................. 51
7. FUTURE GOALS............................................................................................................................................................................ 52 7.1 Goals & Strategy...................................................................................................................................................................... 52 7.2 Prospects.................................................................................................................................................................................... 53
8 DIVIDEND POLICY...................................................................................................................................................................... 55 9 APPENDIX...................................................................................................................................................................................... 57
Invitation to the Annual General Meeting of May 30th, 2006............................................................................................ 59 MOTOR OIL 2005 Published Figures and Information (Parent Company and Consolidated).................................. 60 MOTOR OIL 2005 Financial Statements (Parent Company and Consolidated) Report of the Auditors.............. 64 Directors Report on MOTOR OIL 2005 Consolidated Financial Statements.................................................................. 92 Directors Report on MOTOR OIL 2005 Financial Statements.......................................................................................... 97 Information Bulletin compiled in accordance with the Law 3401/2005........................................................................ 103
annual report 5
1. Information Concerning this Annual Report and the Company Auditors
This Annual Report contains all the information and financial data needed for a correct assessment of the property, the activities, the financial position, the profitability and the prospects of the Company "MOTOR OIL (HELLAS) CORINTH REFINERIES S.A" (henceforth called the "Company" or "MOTOR OIL"), | 1 |
1cons | 60773191.txt_2 | 60773191.txt | ............ 52 7.1 Goals & Strategy...................................................................................................................................................................... 52 7.2 Prospects.................................................................................................................................................................................... 53
8 DIVIDEND POLICY...................................................................................................................................................................... 55 9 APPENDIX...................................................................................................................................................................................... 57
Invitation to the Annual General Meeting of May 30th, 2006............................................................................................ 59 MOTOR OIL 2005 Published Figures and Information (Parent Company and Consolidated).................................. 60 MOTOR OIL 2005 Financial Statements (Parent Company and Consolidated) Report of the Auditors.............. 64 Directors Report on MOTOR OIL 2005 Consolidated Financial Statements.................................................................. 92 Directors Report on MOTOR OIL 2005 Financial Statements.......................................................................................... 97 Information Bulletin compiled in accordance with the Law 3401/2005........................................................................ 103
annual report 5
1. Information Concerning this Annual Report and the Company Auditors
This Annual Report contains all the information and financial data needed for a correct assessment of the property, the activities, the financial position, the profitability and the prospects of the Company "MOTOR OIL (HELLAS) CORINTH REFINERIES S.A" (henceforth called the "Company" or "MOTOR OIL"), on the part of the investors and their investment consultants. Investors interested in additional pieces of information may inquire during working days and hours with Messrs. Spyros Balezos (Investor Relations Officer), Philip Malergos (Financial Controller) and Ioannis Dimakis (Corporate Announcements Officer and Shareholders' Office Head) at the Company Headquarters, 12A Irodou Attikou str., Maroussi 151 24, (++ 30 210 8094194). This Annual Report was compiled and distributed in accordance with the Hellenic Capital Market Commission decision 7/372/15.02.2006 as it is in force. The following persons are responsible for the writing of this Report and the accuracy of the data contained herein: Petros Tzannetakis, Deputy Managing Director Chief Financial Officer, 12A Irodou Attikou str., Maroussi 151 24,
(tel. ++ 30 210 8094162) Spyros Balezos, Banking Manager and Investor Relations Officer, 12A Irodou Attikou str., Maroussi 151 24,
(tel. ++ 30 210 8094169). The Company Board of Directors declare that all its Members have reviewed the content of this Annual Report and jointly | 2 |
1cons | 60773191.txt_3 | 60773191.txt | on the part of the investors and their investment consultants. Investors interested in additional pieces of information may inquire during working days and hours with Messrs. Spyros Balezos (Investor Relations Officer), Philip Malergos (Financial Controller) and Ioannis Dimakis (Corporate Announcements Officer and Shareholders' Office Head) at the Company Headquarters, 12A Irodou Attikou str., Maroussi 151 24, (++ 30 210 8094194). This Annual Report was compiled and distributed in accordance with the Hellenic Capital Market Commission decision 7/372/15.02.2006 as it is in force. The following persons are responsible for the writing of this Report and the accuracy of the data contained herein: Petros Tzannetakis, Deputy Managing Director Chief Financial Officer, 12A Irodou Attikou str., Maroussi 151 24,
(tel. ++ 30 210 8094162) Spyros Balezos, Banking Manager and Investor Relations Officer, 12A Irodou Attikou str., Maroussi 151 24,
(tel. ++ 30 210 8094169). The Company Board of Directors declare that all its Members have reviewed the content of this Annual Report and jointly with its authors confirm that: All information and data contained in the Annual Report are complete, true, correct and accurate. There are no other data, neither have any events occurred, the concealment or omission of which might render the
totality or part of the data and information contained in this Annual Report misleading. There are no legal disputes pending against the Company or the companies in which the Company has a controlling
interest that might have serious consequences on its financial position.
6 annual report
MOTOR OIL FINANCIAL STATEMENTS (PARENT COMPANY AND CONSOLIDATED), ADJUSTED SHAREHOLDERS' EQUITY (PARENT COMPANY AND CONSOLIDATED) AS AT 1.1.2004 DUE TO THE TRANSITION FROM THE GREEK ACCOUNTING STANDARDS (GREEK GAAP) TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS), CERTIFIED PUBLIC ACCOUNTANTS, TAX AUDIT. The Company is audited by Certified Public Accountants. The regular audits of the Company's financial statements (Parent Company and Consolidated) for the years 2004 2005 were conducted by the Auditing Company DELOITTE, 250 | 3 |
1cons | 60773191.txt_b0 | 60773191.txt | .04. 3. Branches The refinery of the Company at Soussaki, Ag. Theodori of Corinth operates as branch of the Company.
V. SHAREHOLDERS
It is noted that within 2005 "MOTOR OIL HOLDINGS S.A" sold its share of 16.4 % in "R IL (HELLS) CORINTH REFINERIES S..". In 2005 the sale/acquisition of the shareholding of "ARAMCO OVERSEAS COMPANY BV" in "R IL (HELLS) CORINTH REFINERIES S.." from "MOTOR OIL HOLDINGS S.A." was also completed.
appendix 101
V. SIGNIFICANT POST BALANCE SHEET EVENTS
There are no significant events occurred todate, which may affect the Company's financial position as at 31 December 2005.
In light of the above analysis and the attached Financial Statements and the notes thereto, a complete picture of the Company's activities and the actions resolved by the Board of Directors, please Messrs. Shareholders, approve these and discharge the Board of Directors and the Auditors from any liability for this year.
aroussi, 24 February 2006
THE CHAIRMAN OF THE BOD AND MANAGING DIRECTOR
VARDIS J. VARDINOYANNIS
THE VICE CHAIRMEN JOHN V. VARDINOYANNIS PANAGIOTIS. XIS
THE DEPUTY MANAGING DIRECTORS JOHN. SMADAKIS PETROS. IS
HE MEMBERS OF THE BOD S TH. VARDINOYANNIS GEORGE P. LEXANDRIDIS GEORGE TH. THEODOROULAKIS OSS B. RVS RENE-RL. YI LEONIDS. GEORGOPOULOS
DESPI. OLI
102 appendix
appendix 103
104 appendix
appendix 105
106 appendix
appendix 107
108 appendix
appendix 109
110 appendix
appendix 111
DESIGN - PRODUCTION: NEMESIS S.A.
12A Irodou Attikou str., Maroussi 151 24, Athens - GREECE
website: http://www.moh.gr
| 4 |
1cons | 60773191.txt_b1 | 60773191.txt | ets in the Reformer reactors. New pier unloading line VGO.
100 appendix
The new project of the Hydro-cracking Unit installation was also completed within 2005 with a total cost of 376 mil. The Hydro-cracking Unit has the ability to produce auto gasoil and gasoline with the new standards and also increases the production capacity of auto gasoil and heating oil of the refinery. It is expected that as from 2006, the completion of this project will boost the sales volume and the gross margins. The estimated capital expenditures for 2006 are approximately 53 mil. And the most important project is the natural gas network at the refinery and its connection to the DEPA network.
IV. ASSETS 1. Fixed assets
Total Net Book Value of tangible fixed assets (Property, Plant and Equipment) as at 31.12.2005 was 698,065 thousand (31.12.2004: 565,775 thousand). he site with the technical installations and buildings of the Company is located at Soussaki, Ag. Theodori of Crinth. 2. Cash in foreign currency Cash in foreign currency as at 31 December 2005 was $ 2,168,676.76 or 1,838,329.04. 3. Branches The refinery of the Company at Soussaki, Ag. Theodori of Corinth operates as branch of the Company.
V. SHAREHOLDERS
It is noted that within 2005 "MOTOR OIL HOLDINGS S.A" sold its share of 16.4 % in "R IL (HELLS) CORINTH REFINERIES S..". In 2005 the sale/acquisition of the shareholding of "ARAMCO OVERSEAS COMPANY BV" in "R IL (HELLS) CORINTH REFINERIES S.." from "MOTOR OIL HOLDINGS S.A." was also completed.
appendix 101
V. SIGNIFICANT POST BALANCE SHEET EVENTS
There are no significant events occurred todate, which may affect the Company's financial position as at 31 December 2005.
In light of the above analysis and the attached Financial Statements and the notes thereto, a complete picture of the Company's activities and the actions resolved by the Board of Directors, please Messrs. Shareholders, approve these and discharge the Board of Directors and the Auditors from any liability for this year.
ar | 5 |
1cons | 60578163.txt_0 | 60578163.txt | Successful Integration
Theratase plc
2004
01 Highlights 02 Theratase at a Glance 04 Chairman's Statement 05 Chief Executive's Review 12 Board of Directors 13 Directors and Advisers 14 Directors' Report 16 Corporate Governance 18 Directors' Remuneration Report 22 Statement of Directors' Responsibilities 23 Independent Auditor's Report to the Members of Theratase plc 24 Consolidated Profit and Loss Account 25 Consolidated Balance Sheet 26 Company Balance Sheet 27 Consolidated Statement of Total Recognised Gains and Losses 27 Reconciliation of Movement in Consolidated Shareholders' Funds 28 Consolidated Cash Flow Statement 28 Reconciliation of Net Cash Flow to Movement in Net Debt 29 Notes 51 Notice of Meeting 53 Circular to Shareholders
Highlights
Theratase plc continues to be a world leader in the manufacture and supply of high quality specialist enzymes to the medical diagnostics industry.
£8.3m
Turnover
£1.5m
PBT
3.02p
Earnings per share
· Financial Results, once again, met market expectations
· Acquisition and integration into the Group of South African enzyme manufacturer, Seravac Biotech will consolidate Theratase's position in the world enzyme market
· Placing and Open Offer enables the Company to redeem its outstanding Preference shares
· New Swedish joint venture company set up to develop therapeutics using hyaluronidase as an anti-oedema and anti-inflammatory agent in the prevention of transplant rejection
· Further investment in AM-Pharma to fund extended Phase IIa clinical trials, using alkaline phosphatase, supplied by Biozyme, in sepsis patients
ANNUAL REPORT AND ACCOUNTS 2004 THERATASE PLC 01
Theratase at a Glance
Theratase's mission is to continue to establish itself as a world leader in the manufacture and supply of high quality enzymes and biochemicals to the medical diagnostics and healthcare industries through excellence in customer service.
Markets
Biozyme supplies high purity enzymes to the diagnostics industry including manufacturers of diabetes testing kits, pregnancy test kits and HIV assays for diagnosing AIDS. The therapeutic enzyme market, in which Biozyme currently has three projects, is forecast to grow to in excess of $3 billion by 2005.
Seravac has become a significant supplier of naturally derived enzymes to the diagnostic, pharmaceutical, biotechnology and research industries.
50
Employees
80 | 0 |
1cons | 60578163.txt_1 | 60578163.txt |
· Placing and Open Offer enables the Company to redeem its outstanding Preference shares
· New Swedish joint venture company set up to develop therapeutics using hyaluronidase as an anti-oedema and anti-inflammatory agent in the prevention of transplant rejection
· Further investment in AM-Pharma to fund extended Phase IIa clinical trials, using alkaline phosphatase, supplied by Biozyme, in sepsis patients
ANNUAL REPORT AND ACCOUNTS 2004 THERATASE PLC 01
Theratase at a Glance
Theratase's mission is to continue to establish itself as a world leader in the manufacture and supply of high quality enzymes and biochemicals to the medical diagnostics and healthcare industries through excellence in customer service.
Markets
Biozyme supplies high purity enzymes to the diagnostics industry including manufacturers of diabetes testing kits, pregnancy test kits and HIV assays for diagnosing AIDS. The therapeutic enzyme market, in which Biozyme currently has three projects, is forecast to grow to in excess of $3 billion by 2005.
Seravac has become a significant supplier of naturally derived enzymes to the diagnostic, pharmaceutical, biotechnology and research industries.
50
Employees
80
Products
Biozyme Laboratories Ltd Blaenavon, South Wales, UK
Biozyme Laboratories Ltd has over 30 years of manufacturing experience as a supplier of quality bulk enzymes and biochemicals to the diagnostics and healthcare industries. Focus is on the large scale production of raw materials for the medical diagnostics industry.
Our Products
Our product portfolio consists of over 80 enzymes and biochemicals. Products include: · Alkaline Phosphatase · Glucose Oxidase · Peroxidase · Urease
Our People
Our outstanding expertise in the areas of protein manufacture and purification enables us to offer customers a flexible bulk contract development and manufacturing service. Services include: · Full client liaison throughout · Tailored effective service · Adaptability
Sales Sub-sectors
37% Diabetes monitoring 25% Immunodiagnostics 21% Clinical Chemistry 7% Molecular Biology 10% Therapeutic
Our Progression
Biozyme has a dedicated manufacturing site which has facilities in line with US FDA Current Good Manufacturing Practice enabling it to process certain enzymes to be used as active pharmaceutical ingredients (APIs) in the therapeutics market. Biozyme provides the highest possible standards of quality and customer care and is a valued supplier of | 1 |
1cons | 60578163.txt_2 | 60578163.txt |
Products
Biozyme Laboratories Ltd Blaenavon, South Wales, UK
Biozyme Laboratories Ltd has over 30 years of manufacturing experience as a supplier of quality bulk enzymes and biochemicals to the diagnostics and healthcare industries. Focus is on the large scale production of raw materials for the medical diagnostics industry.
Our Products
Our product portfolio consists of over 80 enzymes and biochemicals. Products include: · Alkaline Phosphatase · Glucose Oxidase · Peroxidase · Urease
Our People
Our outstanding expertise in the areas of protein manufacture and purification enables us to offer customers a flexible bulk contract development and manufacturing service. Services include: · Full client liaison throughout · Tailored effective service · Adaptability
Sales Sub-sectors
37% Diabetes monitoring 25% Immunodiagnostics 21% Clinical Chemistry 7% Molecular Biology 10% Therapeutic
Our Progression
Biozyme has a dedicated manufacturing site which has facilities in line with US FDA Current Good Manufacturing Practice enabling it to process certain enzymes to be used as active pharmaceutical ingredients (APIs) in the therapeutics market. Biozyme provides the highest possible standards of quality and customer care and is a valued supplier of many blue chip customers. The quality management systems of its UK operation have been certified as meeting the requirement of IS0 9002.
02 THERATASE PLC ANNUAL REPORT AND ACCOUNTS 2004
United States South America
Sweden United Kingdom Netherlands
Italy
Germany France
South Africa
Japan Far East
New Zealand
Austrailia
Seravac Biotech (Pty) Ltd
Cape Town, South Africa
Seravac Biotech (Pty) Ltd is a significant supplier of naturally derived enzymes to markets such as the diagnostic, pharmaceutical, biotechnology and research industries. Seravac's mission is to serve its customers globally with specialised, quality biotechnology products and customer service and to assure current and new customers of its commitment to long-term relationships.
Our Products
Our product portfolio consists of over 40 different product lines of enzymes and biochemicals. Products include: · Deoxyribonuclease · Chymotrypsin · Chymotrypsinogen · Horseradish Peroxidase
Our People
Seravac has an experienced, highly skilled, and committed workforce. Many of the manufacturing staff have decades | 2 |
1cons | 60578163.txt_3 | 60578163.txt | many blue chip customers. The quality management systems of its UK operation have been certified as meeting the requirement of IS0 9002.
02 THERATASE PLC ANNUAL REPORT AND ACCOUNTS 2004
United States South America
Sweden United Kingdom Netherlands
Italy
Germany France
South Africa
Japan Far East
New Zealand
Austrailia
Seravac Biotech (Pty) Ltd
Cape Town, South Africa
Seravac Biotech (Pty) Ltd is a significant supplier of naturally derived enzymes to markets such as the diagnostic, pharmaceutical, biotechnology and research industries. Seravac's mission is to serve its customers globally with specialised, quality biotechnology products and customer service and to assure current and new customers of its commitment to long-term relationships.
Our Products
Our product portfolio consists of over 40 different product lines of enzymes and biochemicals. Products include: · Deoxyribonuclease · Chymotrypsin · Chymotrypsinogen · Horseradish Peroxidase
Our People
Seravac has an experienced, highly skilled, and committed workforce. Many of the manufacturing staff have decades of service and Seravac is respected throughout the diagnostic enzyme industry for the quality, experience and knowledge of its staff.
Sales Sub-sectors
Our Progression
6.5% Diabetes monitoring 17.8% Immunodiagnostics 0.6% Clinical Chemistry 5.5% Molecular Biology 69.5% Therapeutic
Seravac is an approved supplier for all its main customers and is ISO 9001:2000 compliant. The company is currently in the process of obtaining registration with the US FDA for Good Manufacturing Practice. Seravac is also in the final stages of obtaining viral validations certificates for certain enzymes.
62
Employees
40
Products
ANNUAL REPORT AND ACCOUNTS 2004 THERATASE PLC 03
Chairman's Statement
"The last 12 months have been a time of considerable development and change for the Group. We have succeeded in making major advances in progressing the Group's strategy which is to build a specialist pharma/diagnostics company through organic growth, appropriate synergistic acquisitions, and by investing in research and development through therapeutic joint ventures. The Group's operations have continued to be profitable and cash generative."
Philip Percival, Chairman
| 3 |
1cons | 60578163.txt_b0 | 60578163.txt | in the Company unless otherwise directed by the Company.
Beneficiaries The ESOP is a discretionary trust. The class of potential beneficial includes employees and former employees within the Group and their families. The Company is excluded from benefit.
5 Summary of dilution limits applying to the LTIP and sharesave plans
In any 10 year period the number of new shares in the Company which may be utilised to satisfy awards granted under the LTIP or options granted under the sharesave plans may not exceed 10 per cent of the issued Ordinary share capital of the Company. Shares transferred out of treasury to satisfy options or awards, shares issued to the Trustee of the ESOP and new shares utilised for other employee share plans established by the Company count towards the limit.
Documents The Ordinary resolutions adopting the plans appear as resolutions 8 to 13 in the resolutions convening the Annual General Meeting.
The proposed rules of the plans will be available for inspection during normal business hours at the registered office of the Company and at the offices of KBC Peel Hunt Limited on any weekday (Saturdays and public holidays excepted) up to and including the date of the Annual General Meeting and for at least 15 minutes prior to and during the meeting. The Remuneration Committee reserves the right up to the time of the Annual General Meeting to make such amendments and additions as it considers necessary or desirable provided that such amendments and additions do not conflict in any material respect with the contents of this circular.
Recommendation The Board considers that the proposals are in the best interests of the Company and its shareholders and therefore recommends you to vote in favour of Resolutions 8 to 13 at the Annual General Meeting as they intend to do themselves in respect of their own beneficial holdings of Ordinary shares (representing approximately 4.17 per cent of the issued Ordinary share capital of the Company).
Voting The Trustee is not permitted to vote shares held in the ESOP.
Amendment The Company may amend the ESOP subject to certain restrictions, in particular the Company may never benefit under the ESOP.
56 THERATASE PLC ANNUAL REPORT AND ACCOUNTS 2004
Theratase plc Annual Report and Accounts 2004
www.theratase.com
Theratase plc Trafalgar House 11-12 Waterloo Place London SW1 4AU
Tel: +44 (0)20 7863 8819 Fax: +44 (0)20 7863 8820
| 4 |
1cons | 60578163.txt_b1 | 60578163.txt | the shares on the date on which the option is exercised and the exercise price;
· Options may be adjusted to reflect variations in share capital and the rules may be amended without the approval of the Inland Revenue; and
· The Board may establish sub-plans based on the International SAYE but modified to take account of local tax, exchange control or securities in different jurisdictions.
4 Summary of the Theratase plc Employee Share Ownership Plan Trust ("ESOP")
Trustee The Trustee is Bailhache Labesse Trustees Limited based in Jersey, Channel Islands.
Limit The ESOP gives the Trustee power to subscribe for shares or buy shares in the market but the Trustee may not hold more than 10 per cent of the issued Ordinary share capital of the Company without the prior approval by Ordinary resolution of the members of the Company in general meeting.
Satisfying awards under the LTIP and sharesave plans The Trustee may enter into an agreement with the Company to agree to transfer shares in the Company on the exercise or vesting of an award granted under the LTIP or the exercise of options granted under the sharesave plans.
Dividend waiver The Trustee is required to waive dividends payable on any share in the Company unless otherwise directed by the Company.
Beneficiaries The ESOP is a discretionary trust. The class of potential beneficial includes employees and former employees within the Group and their families. The Company is excluded from benefit.
5 Summary of dilution limits applying to the LTIP and sharesave plans
In any 10 year period the number of new shares in the Company which may be utilised to satisfy awards granted under the LTIP or options granted under the sharesave plans may not exceed 10 per cent of the issued Ordinary share capital of the Company. Shares transferred out of treasury to satisfy options or awards, shares issued to the Trustee of the ESOP and new shares utilised for other employee share plans established by the Company count towards the limit.
Documents The Ordinary resolutions adopting the plans appear as resolutions 8 to 13 in the resolutions convening the Annual General Meeting.
The proposed rules of the plans will be available for inspection during normal business hours at the registered office of the Company and at the offices of KBC Peel Hunt Limited on any weekday (Saturdays and public holidays excepted) up to and including the date of the Annual General Meeting and for at least 15 minutes prior to and during the meeting. The Remuneration Committee reserves | 5 |
1cons | 60313403.txt_0 | 60313403.txt | FORTH PORTS PLC
Annual Report and Accounts 2002
Mission Statement
Forth Ports PLC runs related businesses with the following aims: · In its port business, to provide high levels
of handling and logistics related services to customers who are looking for solutions to move goods cost effectively and efficiently. · In its marine business, to strive for high levels of professionalism in ship handling, pilotage, navigation and towage; to assist customers to use the Forth and Tay Estuaries effectively for commercial purposes and to ensure that the overall balance between commerce and the environment is maintained. · In its property business, to carry out the long-term development and regeneration of waterfront sites within its ownership to promote a series of integrated communities.
Notice of Meeting
The twelfth Annual General Meeting of Forth Ports PLC will be held in The Boardroom at The Caledonian Hilton Hotel, Princes Street, Edinburgh at 11.00am on Friday, 9th May 2003. The formal Notice of Meeting is on pages 63 and 64.
01 Value Generation and Strategy 02 Chairman's Statement 04 Chief Executive's Statement 14 Financial Review 17 Directors' Biographies 18 Directors' Report 21 Corporate Social Responsibility 24 Corporate Governance Report 27 Remuneration Report 32 Independent Auditors' Report 33 Annual Accounts 62 Five Year Record 63 Notice of Annual General Meeting
Financial Calendar
Value Generation and Strategy
Forth Ports PLC Annual Report & Accounts 2002
Value Generation
Forth Ports PLC has a consistent track record of delivering value to its shareholders as measured below:
Strategy
Our aim is to generate earnings per share growth and real levels of dividend growth for the long-term. To do so, we require to achieve the following: · Targeted customer investments producing
returns which will exceed our weighted average cost of capital. · Working intensively with existing and new port customers to improve levels of business and widen the range of services which we can offer them. · Assembling and developing our land bank as a sustainable business for the long-term. · Utilising cash which is not required for the above purposes to further enhance shareholder returns either by way of share buy-backs or suitable acquisitions.
1
Dividend Per Share (pence)
33.0 30.0 27.0
18.0 16.0 14.5 13.0 11.6 9.95 7.25
93 94 95 96 97 98 99 00 01 02
Underlying Earnings Per | 0 |
1cons | 60313403.txt_1 | 60313403.txt | ' Report 33 Annual Accounts 62 Five Year Record 63 Notice of Annual General Meeting
Financial Calendar
Value Generation and Strategy
Forth Ports PLC Annual Report & Accounts 2002
Value Generation
Forth Ports PLC has a consistent track record of delivering value to its shareholders as measured below:
Strategy
Our aim is to generate earnings per share growth and real levels of dividend growth for the long-term. To do so, we require to achieve the following: · Targeted customer investments producing
returns which will exceed our weighted average cost of capital. · Working intensively with existing and new port customers to improve levels of business and widen the range of services which we can offer them. · Assembling and developing our land bank as a sustainable business for the long-term. · Utilising cash which is not required for the above purposes to further enhance shareholder returns either by way of share buy-backs or suitable acquisitions.
1
Dividend Per Share (pence)
33.0 30.0 27.0
18.0 16.0 14.5 13.0 11.6 9.95 7.25
93 94 95 96 97 98 99 00 01 02
Underlying Earnings Per Share (pence)
65.5 61.0 53.0 43.0 38.0
Economic Value Added* (£m)
98 99 00 01 02
*Economic value added is the residual net operating profit after tax which is left after subtracting a charge for use of the capital employed in the business.
02
11.8
01
8.6
00
6.2
99
8.4
98
6.5
Cover The International Festival of the Sea, a four-day spectacular, is taking place in the Port of Leith, Edinburgh from 23rd-26th May 2003.
Chairman's Statement
Forth Ports PLC
2
Annual Report & Accounts 2002
Chairman's Statement
2002 has been another successful year. Turnover increased by 4% to £140 million and profit before tax amounted to £43.7 million, up 12% over the previous record of £39.1 million. Underlying earnings per share increased by nearly 7% to 65.6p per share (2001 61.4p).
Dividend The Directors propose a final dividend | 1 |
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