label class label 2
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|---|---|---|---|---|
1cons | 60313403.txt_2 | 60313403.txt | 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 of 22p per share, giving a total dividend for the year of 33p per share (2001- 30p), an overall increase of 10%. The final dividend, if approved by the shareholders at the Annual General Meeting, will be paid on 16th May 2003 to all shareholders on the register at 22nd April 2003.
Ports The ports' business was affected in the first half principally by poor grain export tonnages and lower Far Eastern import tonnages at Tilbury. However, both these commodities improved significantly in the second half. With new customers at Tilbury, the new ferry service and coal contract at Rosyth, more containers through Grangemouth and an improved pipe load out programme at Leith, the ports' business returned to growth in the second half.
Property The property division improved its profits significantly as the programme of controlled assembly and release of land for waterfront development gathers momentum. In May 2002, we sold a 10% equity stake in Forth Property Holdings Limited to Bellhouse Joseph Leith Limited ("BJL"), a property developer. BJL has provided professional support and strategic input to our property team.
Much work has been carried out on our two major developments at Western Harbour Leith and Granton. We received Design Guide approval | 2 |
1cons | 60313403.txt_3 | 60313403.txt | of 22p per share, giving a total dividend for the year of 33p per share (2001- 30p), an overall increase of 10%. The final dividend, if approved by the shareholders at the Annual General Meeting, will be paid on 16th May 2003 to all shareholders on the register at 22nd April 2003.
Ports The ports' business was affected in the first half principally by poor grain export tonnages and lower Far Eastern import tonnages at Tilbury. However, both these commodities improved significantly in the second half. With new customers at Tilbury, the new ferry service and coal contract at Rosyth, more containers through Grangemouth and an improved pipe load out programme at Leith, the ports' business returned to growth in the second half.
Property The property division improved its profits significantly as the programme of controlled assembly and release of land for waterfront development gathers momentum. In May 2002, we sold a 10% equity stake in Forth Property Holdings Limited to Bellhouse Joseph Leith Limited ("BJL"), a property developer. BJL has provided professional support and strategic input to our property team.
Much work has been carried out on our two major developments at Western Harbour Leith and Granton. We received Design Guide approval from City of Edinburgh Council for the first three residential plots at Western Harbour Leith. Our outline planning application for the major development at Granton is expected to be determined in the near future. In spite of a slow retail market, the Ocean Terminal Shopping Centre continues to attract new tenants with several important lettings concluded since the year end.
People We are extremely grateful to all who work for Forth Ports for their efforts and contributions over the last year.
The Scottish ports were brought together under the newly appointed Director (Scottish Ports) and a strengthened senior management team. The accounting function in Scotland was centralised at Grangemouth. An increased focus on improving market share in Scotland is beginning to yield results. In addition, the plant engineering function was outsourced at Tilbury.
During the year we sold our small container shipping business, Forthline, to the Simon Group. We purchased Grainfax Limited, a tenant at Dundee, which contributed a profit to the Group in its first five months.
The Company's employee Save as You Earn Scheme ("the SAYE Scheme") ended in November last year. In order to satisfy the requirement for shares and the Directors' share options, nearly 500,000 shares were purchased on-market by the Company. It | 3 |
1cons | 60313403.txt_b0 | 60313403.txt | shall be the earlier; and
(v) the Company may enter into a contract or contracts for the repurchase of Ordinary Shares under the authority hereby conferred before the expiry of this authority which would or might be completed wholly or partly after the expiry of such authority and may make a repurchase or repurchases of Ordinary Shares in pursuance of any such contract or contracts.
Copies of the service contracts between the Company and the Executive Directors will be available for inspection at the registered office of the Company on any weekday, except Saturdays and public holidays, during normal business hours until 9th May 2003. They will also be available for inspection at the place of the meeting from 10.30am until the meeting ends.
The register of Directors' shareholdings will be available for inspection at the place of the meeting, from the beginning of the meeting until it ends.
A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and on a poll to vote instead of him or her; a proxy need not also be a member. To be effective proxies must be lodged at the offices of the Company's Registrars, Lloyds TSB Registrars Scotland, PO Box 28448, Finance House, Orchard Brae, Edinburgh EH4 1WQ not later than 48 hours before the time of the meeting.
By Order of the Board
J.A. Tothill Company Secretary Tower Place Edinburgh EH6 7DB
9th April 2003
Financial Calendar
Year End: 31st December 2002 Preliminary Announcement: 24th March 2003 Dispatch of Annual Report: 9th April 2003 Ex Dividend Date (Final Dividend): 16th April 2003 Record Date (Final Dividend): 22nd April 2003 Annual General Meeting: 9th May 2003 Payment of Final Dividend 2002: 16th May 2003 Announcement of Interim Results 2003: 8th September 2003 Interim Report Dispatched: 11th September 2003 Ex Dividend Date (Interim Dividend): 8th October 2003 Record Date (Interim Dividend): 10th October 2003 Payment of Interim Dividend 2003: 31st October 2003
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 | 60313403.txt_b1 | 60313403.txt | Act) on The London Stock Exchange of Ordinary Shares of 50p each in the capital of the Company ("Ordinary Shares") upon and subject to the following conditions:
(i) the maximum number of such Ordinary Shares hereby authorised to be repurchased is 6.83 million shares (representing 15% of the Company's issued share capital);
(ii) the minimum price which may be paid by the Company for each Ordinary Share is 50 pence (exclusive of any tax and expenses);
Notice of Annual General Meeting (continued)
Forth Ports PLC
64
Annual Report & Accounts 2002
(iii) the maximum price (exclusive of any tax and expenses) which may be paid by the Company for an Ordinary Share is an amount not more than 5% above the average of the middle market values for an Ordinary Share taken from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is repurchased;
(iv) unless previously revoked or varied the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company to be held in 2004 or within 12 months from the date of passing this resolution, whichever shall be the earlier; and
(v) the Company may enter into a contract or contracts for the repurchase of Ordinary Shares under the authority hereby conferred before the expiry of this authority which would or might be completed wholly or partly after the expiry of such authority and may make a repurchase or repurchases of Ordinary Shares in pursuance of any such contract or contracts.
Copies of the service contracts between the Company and the Executive Directors will be available for inspection at the registered office of the Company on any weekday, except Saturdays and public holidays, during normal business hours until 9th May 2003. They will also be available for inspection at the place of the meeting from 10.30am until the meeting ends.
The register of Directors' shareholdings will be available for inspection at the place of the meeting, from the beginning of the meeting until it ends.
A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and on a poll to vote instead of him or her; a proxy need not also be a member. To be effective proxies must be lodged at the offices of the Company's Registrars, Lloyds TSB Registrars Scotland, PO Box 28448, | 5 |
1cons | 61502811.txt_0 | 61502811.txt | Financial Statements Viridas plc
For the year ended 31 December 2010
Company no: 269566
Viridas plc
1
Financial statements for the year ended 31 December 2010
Company information
Company registration number : Registered office : Directors : Secretary : Registrar and Transfer office :
Bankers : Solicitors : Auditors :
Brokers :
269566
31 Harley Street London W16 9QS
N Lee (Executive Chairman) G Haselden (Administrative Director)
G Haselden
Share Registrars Limited Suite E, First Floor 9 Lion and Lamb Yard Farnham Surrey GU9 7LL
Barclays Bank Plc 77 Albion Street Leeds LS1 5AW
Sherrards Solicitors LLP 47 Marylebone Lane London W1U 2NT
Grant Thornton UK LLP Registered Auditors Chartered Accountants 4 Hardman Square Spinningfields Manchester M3 3EB
Arbuthnot Securities Ltd Arbuthnot House 20 Ropemaker Street London EC2Y 9AR
Rivington Street Corporate Finance Ltd 3 London Wall Buildings London EC2M 5SY
Viridas plc
2
Financial statements for the year ended 31 December 2010
Index to the financial statements
Executive Chairman's statement Report of the directors Independent Auditor's report Consolidated income statement Consolidated statement of comprehensive expense Consolidated statement of changes in equity Consolidated statement of financial position Consolidated statement of cash flows Notes to the consolidated financial statements Company balance sheet Notes to the Company balance sheet
3 4 9 10 11
12 12 13 14 15 16 27 28 29 33
Viridas plc
3
Financial statements for the year ended 31 December 2010
Executive Chairman's statement
Introduction
The year ended 31 December 2010 was a difficult year for the Company as it became clear that its strategy to develop a commercial biofuel operation in Brazil was becoming increasingly difficult to implement, principally due to the lack of clarity on the Government's support for the use of biomass in the UK meant it was very difficult to raise the necessary finance from investors.
Consequently, and with very limited funding remaining available within the Company, in early 2011 it was decided to reposition the Company to focus on opportunities within the natural resources sector and raise funds for this purpose. Against this background, the Company raised £1,050,000 principally from new investors via a placing | 0 |
1cons | 61502811.txt_1 | 61502811.txt | year ended 31 December 2010
Index to the financial statements
Executive Chairman's statement Report of the directors Independent Auditor's report Consolidated income statement Consolidated statement of comprehensive expense Consolidated statement of changes in equity Consolidated statement of financial position Consolidated statement of cash flows Notes to the consolidated financial statements Company balance sheet Notes to the Company balance sheet
3 4 9 10 11
12 12 13 14 15 16 27 28 29 33
Viridas plc
3
Financial statements for the year ended 31 December 2010
Executive Chairman's statement
Introduction
The year ended 31 December 2010 was a difficult year for the Company as it became clear that its strategy to develop a commercial biofuel operation in Brazil was becoming increasingly difficult to implement, principally due to the lack of clarity on the Government's support for the use of biomass in the UK meant it was very difficult to raise the necessary finance from investors.
Consequently, and with very limited funding remaining available within the Company, in early 2011 it was decided to reposition the Company to focus on opportunities within the natural resources sector and raise funds for this purpose. Against this background, the Company raised £1,050,000 principally from new investors via a placing to enable the Company to fund its new strategy in the medium term. On 10 May 2011, shareholders also approved the Company's new investing strategy and a restructuring of the Company's share capital.
Following the adoption of this new strategy, the majority of the Company's directors have stepped down and I have been appointed as Chairman. The Company will make new appointments to the Board, as appropriate, consistent with this new strategic direction.
Financials
The period under review relates to the Company's previous strategy and, accordingly, does not reflect the current operations of the Company. The results for this period comprised a loss after taxation of £362,053 (2009: loss £565,676). At 31 December 2010, the Company had cash balances of £42,461.
Outlook
The Board believes that the Company is well placed to progress its new strategy within the natural resources sector and a number of interesting opportunities have already been identified and are currently under assessment. The Board is confident that there is considerable opportunity to develop shareholder value in the medium term.
I would like to take this opportunity to thank the team and shareholders for their support during this transitional time for the Company.
N Lee Executive Chairman
22 June 2011
Viridas plc
| 1 |
1cons | 61502811.txt_2 | 61502811.txt | to enable the Company to fund its new strategy in the medium term. On 10 May 2011, shareholders also approved the Company's new investing strategy and a restructuring of the Company's share capital.
Following the adoption of this new strategy, the majority of the Company's directors have stepped down and I have been appointed as Chairman. The Company will make new appointments to the Board, as appropriate, consistent with this new strategic direction.
Financials
The period under review relates to the Company's previous strategy and, accordingly, does not reflect the current operations of the Company. The results for this period comprised a loss after taxation of £362,053 (2009: loss £565,676). At 31 December 2010, the Company had cash balances of £42,461.
Outlook
The Board believes that the Company is well placed to progress its new strategy within the natural resources sector and a number of interesting opportunities have already been identified and are currently under assessment. The Board is confident that there is considerable opportunity to develop shareholder value in the medium term.
I would like to take this opportunity to thank the team and shareholders for their support during this transitional time for the Company.
N Lee Executive Chairman
22 June 2011
Viridas plc
4
Financial statements for the year ended 31 December 2010
Report of the directors
The Directors present their annual report on the affairs of the Group, together with financial statements for the year ended 31 December 2010.
Principal activities and review of the business
During the year, the Group continued to develop its plantation model for the growing of jatropha curcas as a dedicated energy crop for the production of biofuels.
Further details of activities in the year and the Group's future plans and strategy are set out in the Executive Chairman's Statement.
Results and dividends
The Group made a loss after taxation of £362,053 (2009 : £565,676). The Directors do not propose a dividend (2009 : £nil). The loss of £362,053 (2009 : £565,676) has been transferred from reserves.
The Directors consider the Group's key performance indicators ("KPIs") to be gross profit, operating profit, debtor days and creditor days. These KPI's can be calculated directly from the financial statements.
Directors
The Directors of the Company at the end of the year are listed below. All served on the Board throughout the year, unless otherwise stated. | 2 |
1cons | 61502811.txt_3 | 61502811.txt | 4
Financial statements for the year ended 31 December 2010
Report of the directors
The Directors present their annual report on the affairs of the Group, together with financial statements for the year ended 31 December 2010.
Principal activities and review of the business
During the year, the Group continued to develop its plantation model for the growing of jatropha curcas as a dedicated energy crop for the production of biofuels.
Further details of activities in the year and the Group's future plans and strategy are set out in the Executive Chairman's Statement.
Results and dividends
The Group made a loss after taxation of £362,053 (2009 : £565,676). The Directors do not propose a dividend (2009 : £nil). The loss of £362,053 (2009 : £565,676) has been transferred from reserves.
The Directors consider the Group's key performance indicators ("KPIs") to be gross profit, operating profit, debtor days and creditor days. These KPI's can be calculated directly from the financial statements.
Directors
The Directors of the Company at the end of the year are listed below. All served on the Board throughout the year, unless otherwise stated.
The Directors' beneficial interests in the shares of the Company were as follows:
Percentage of issued share capital
31 December 31 December
2010
2009
N Lee (appointed 28 April 2011) S J Wootliff (resigned 11 May 2011) M Brink (resigned 1 June 2011) D Thompson (resigned 28 April 2011) J L Posner (resigned 28 April 2011) G Haselden K M Robinson (resigned 28 April 2011)
15.5% 0.8% 0.8% 0.6% 0.1% 1.3%
5,108,263
250,000 250,000 182,857 25,000 438,571
5,108,263
250,000 250,000 282,857 225,000 438,571
N Lee, 48
Currently Head of Corporate Finance at Novus Capital Markets Limited. He read Engineering at St. John's College, Cambridge and began his career at Coopers & Lybrand where he qualified as a chartered accountant. He then joined Dresdner Kleinwort where he worked in their corporate finance department advising a range of companies across a number | 3 |
1cons | 61502811.txt_b0 | 61502811.txt | proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
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. To appoint more than one proxy, contact Share Registrars Ltd on 01252 821390.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. 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. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. To appoint a proxy using this form, the form must be: - completed and signed; - sent or delivered to Share Registrars Ltd at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey, GU9 7LL; and - received by Share Registrars Ltd no later than 11.00 a.m. on 24 July 2011.
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.
8. 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.
9 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).
10 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.
11. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
| 4 |
1cons | 61502811.txt_b1 | 61502811.txt | . To grant the Directors authority to allot shares under section 551 Companies Act 2006 5. To disapply statutory pre-emption rights under section 570 Companies Act 2006
Signature
Date
Notes to the proxy form 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your
rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
Viridas plc
37
Financial statements for the year ended 31 December 2010
Notice of Annual General Meeting (continued)
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
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. To appoint more than one proxy, contact Share Registrars Ltd on 01252 821390.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. 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. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. To appoint a proxy using this form, the form must be: - completed and signed; - sent or delivered to Share Registrars Ltd at Suite E, | 5 |
1cons | 61327437.txt_0 | 61327437.txt | Immedia Group Plc
Directors' report and consolidated financial statements
31 December 2009
Registered number 04947859
Values based on consolidated results v6 Content updated as of 1430 on 28 April 2009[version 2versa To The Annual Report Company 28/4/09 Amendments to previous version 4c: Page 38 Liquidity risk additional sentence Still need: date of audit report; confirmation of wording of AGM resolution 7
Directors' report and consolidated financial statements
Contents
General Information
3
Chairman's Statement
5
Chief Executive's Review
6
Directors
8
Financial Review
9
Directors' Report
10
Corporate Governance Report
13
Statement of Directors' responsibilities
14
Independent Auditor's report to the members of Immedia Group Plc
15
Consolidated statement of comprehensive income
16
Consolidated balance sheet
17
Company balance sheet
18
Consolidated and company statements of changes in equity
19
Consolidated and company statements of cash flows
20
Notes to the consolidated and company financial statements
21
Notice of Annual General Meeting
47
General Information
Directors Geoff Howard-Spink Chairman Bruno Brookes Chief Executive Charles Barker-Benfield Ross Penney Peter Teague Mark Horrocks
Company Secretary Charles Barker-Benfield
Registered Office The Old Brewery The Broadway Newbury Berkshire RG14 1AU Registered number 4947859
Solicitors Charles Russell LLP 5 Fleet Place London EC4M 7RD
Bankers Royal Bank of Scotland Plc 30 Market Place Newbury Berkshire RG14 5GP
Auditor Grant Thornton UK LLP 1 Westminster Way Oxford OX2 0PZ
31 December 2009
Stockbrokers and Nominated Advisers Daniel Stewart & Company Plc Becket House 36 Old Jewry London EC2R 8DD
Registrars Computershare Investor Services Plc The Pavilions Bridgwater Road Bristol BS99 6ZZ
3
The Directors' Report on pages 10 to 13 and the Director's Remuneration Report on page 12 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the directors for these reports is owed solely to Immedia Group Plc. | 0 |
1cons | 61327437.txt_1 | 61327437.txt | statements
21
Notice of Annual General Meeting
47
General Information
Directors Geoff Howard-Spink Chairman Bruno Brookes Chief Executive Charles Barker-Benfield Ross Penney Peter Teague Mark Horrocks
Company Secretary Charles Barker-Benfield
Registered Office The Old Brewery The Broadway Newbury Berkshire RG14 1AU Registered number 4947859
Solicitors Charles Russell LLP 5 Fleet Place London EC4M 7RD
Bankers Royal Bank of Scotland Plc 30 Market Place Newbury Berkshire RG14 5GP
Auditor Grant Thornton UK LLP 1 Westminster Way Oxford OX2 0PZ
31 December 2009
Stockbrokers and Nominated Advisers Daniel Stewart & Company Plc Becket House 36 Old Jewry London EC2R 8DD
Registrars Computershare Investor Services Plc The Pavilions Bridgwater Road Bristol BS99 6ZZ
3
The Directors' Report on pages 10 to 13 and the Director's Remuneration Report on page 12 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the directors for these reports is owed solely to Immedia Group Plc.
The directors submit to the members the Directors' report and consolidated financial statements of the Group for the year ended 31 December 2009. Pages 5 to 14, including the Chairman's Statement, Chief Executive's Review, Financial Review, Directors' Report and the Statement of Directors' Responsibilities form part of the Report of the Directors.
31 December 2009
4
Chairman's Statement
In my statement with the Report and Accounts for 2008 I advised shareholders that we were cautious about the year ahead in the light of the then current economic conditions. Shareholders will be well aware that the wider economy remained in recession for the period that we are now reporting on. In those circumstances I am pleased to tell you that the company met the challenge posed by the wider economic conditions and has maintained operating profit at the level achieved in 2008. Operating profit in 2009 was £59,789 compared with £57,116 on revenue of £3,771,135 slightly down on 2008 of £3,875,010.
Your company has also maintained a strong balance sheet with a year end positive cash balance of £816,712 (2008: £883,197).
Immedia's success is based on our ability to deliver profitable outcomes for our customers. This results in | 1 |
1cons | 61327437.txt_2 | 61327437.txt |
The directors submit to the members the Directors' report and consolidated financial statements of the Group for the year ended 31 December 2009. Pages 5 to 14, including the Chairman's Statement, Chief Executive's Review, Financial Review, Directors' Report and the Statement of Directors' Responsibilities form part of the Report of the Directors.
31 December 2009
4
Chairman's Statement
In my statement with the Report and Accounts for 2008 I advised shareholders that we were cautious about the year ahead in the light of the then current economic conditions. Shareholders will be well aware that the wider economy remained in recession for the period that we are now reporting on. In those circumstances I am pleased to tell you that the company met the challenge posed by the wider economic conditions and has maintained operating profit at the level achieved in 2008. Operating profit in 2009 was £59,789 compared with £57,116 on revenue of £3,771,135 slightly down on 2008 of £3,875,010.
Your company has also maintained a strong balance sheet with a year end positive cash balance of £816,712 (2008: £883,197).
Immedia's success is based on our ability to deliver profitable outcomes for our customers. This results in contract renewals and a deepening of the partnership that we aim to build with them. The core skill that our customers benefit from is the creative quality of the audio and visual content that we provide. We combine this with operations, installations and maintenance packages that are price competitive and offer excellent service levels.
Immedia have a research and development programme dedicated to creating new delivery platforms that will enable us to offer audio and visual content to a wider range of potential customers than at present. We anticipate bringing the first of these new delivery platforms to the market in 2010.
Finally I wish to assure our shareholders that the Board of Immedia is committed to restoring shareholder value in the medium term. Two years of positive earnings per share and our strong balance sheet provide a foundation upon which to build value. Although we are cautiously optimistic about the prospects for our own future the outlook for the broader UK economy, despite encouraging signs that the stimulus package that the government put in place has begun to have an effect, remains uncertain.
Geoff Howard-Spink Chairman
15 April 2010
31 December 2009
5
Chief Executive's Review
I am pleased to present our full year results for the financial year ended 31 December 2009.
Results & Financial Performance The year was another challenging | 2 |
1cons | 61327437.txt_3 | 61327437.txt | contract renewals and a deepening of the partnership that we aim to build with them. The core skill that our customers benefit from is the creative quality of the audio and visual content that we provide. We combine this with operations, installations and maintenance packages that are price competitive and offer excellent service levels.
Immedia have a research and development programme dedicated to creating new delivery platforms that will enable us to offer audio and visual content to a wider range of potential customers than at present. We anticipate bringing the first of these new delivery platforms to the market in 2010.
Finally I wish to assure our shareholders that the Board of Immedia is committed to restoring shareholder value in the medium term. Two years of positive earnings per share and our strong balance sheet provide a foundation upon which to build value. Although we are cautiously optimistic about the prospects for our own future the outlook for the broader UK economy, despite encouraging signs that the stimulus package that the government put in place has begun to have an effect, remains uncertain.
Geoff Howard-Spink Chairman
15 April 2010
31 December 2009
5
Chief Executive's Review
I am pleased to present our full year results for the financial year ended 31 December 2009.
Results & Financial Performance The year was another challenging one for Immedia but we maintained our focus on cost control and profitability and delivered slightly improved operating profits. Revenues for the year were marginally lower at £3,771,135 (2008: £3,875,010). Operating profits were £59,789 (2008: £57,116). Lower interest income combined with a write back of deferred taxation left profits attributable to equity shareholders slightly lower at £75,238 (2008: £80,118).
During the year the Group continued its investment in improved technology and equipment for the delivery of its services, and ongoing investment in these areas will ensure Immedia's services continue to be market leading.
The Group has further strengthened its balance sheet over the period, rigorously controlling our costs and remaining operationally cash generative. We ended 2009 with £816,712 cash in the bank (2008: £883,197).
On the basis of current financial projections prepared up to the end of 2011, recent news of new contracts and of contract renewals, continuing improvements in management of costs, and ongoing availability of facilities, the Directors are satisfied that the Group has adequate resources to continue in operation for the foreseeable future and consequently the financial statements have been prepared on the going concern basis.
Subscription | 3 |
1cons | 61327437.txt_b0 | 61327437.txt | given in these resolutions and that
all reference to previous authorities be removed.
By Order of the Board
Charles Barker-Benfield Company Secretary
Registered Office: The Old Brewery The Broadway Newbury RG14 1AU
15 April 2010
Notes: 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company. 2. To be valid, a form of proxy, together with a power of attorney or other authority, if any, under which it is executed or a notarially certified copy thereof, must be deposited at the offices of the Company's registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time for holding the meeting or the adjourned meeting. A form of proxy is enclosed with this notice. 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. 4. In the case of a corporation, the form of proxy must be executed under its common seal or signed on its behalf by a duly authorised attorney or duly authorised officer of the corporation. 5. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members registered in the register of Members of the Company as at 6 pm on 21 June 2010 shall be entitled to attend and vote, whether in person or by proxy, at the Annual General Meeting in respect of the number of Ordinary Shares registered in their name at that time. Changes to entries in the register of members after 6 pm on 21 June 2010 shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting. If the Annual General Meeting is adjourned, entitlements to attend and vote will be determined by reference to the register of members of the Company 48 hours before the time of the adjourned meeting. 6. Completion and return of the form of proxy will not preclude members from attending or voting in person at the meeting if they so wish.
31 December 2009
47
| 4 |
1cons | 61327437.txt_b1 | 61327437.txt | Benfield as a director of the Company, who retires by rotation.
5
To elect Steve Loftus as a director of the Company.
6
To re-appoint the auditors, Grant Thornton UK LLP.
7
To authorise the Directors to fix the remuneration of the auditors.
SPECIAL BUSINESS: Special Resolutions
That in substitution for the existing authorities of the Company, the Directors be and they are hereby given the authority and power contained in Article 5 of the Company's Articles of Association for the period ending on the date of the Annual General Meeting in 2011 or the date which is 15 months after the date of the passing of the Resolution, whichever is the earlier and for such period:
8
the Section 551 (CA 2006) Amount shall be £485,228; and
9
the Section 570 (CA 2006) Amount shall be £145,568
10
that subject to the passing of resolutions 8 and 9 the Article 5.5.3 (relating to the Section 551 Amount) and Article
5.5.4 (relating to the Section 570 Amount) be amended to reflect the amounts given in these resolutions and that
all reference to previous authorities be removed.
By Order of the Board
Charles Barker-Benfield Company Secretary
Registered Office: The Old Brewery The Broadway Newbury RG14 1AU
15 April 2010
Notes: 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company. 2. To be valid, a form of proxy, together with a power of attorney or other authority, if any, under which it is executed or a notarially certified copy thereof, must be deposited at the offices of the Company's registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time for holding the meeting or the adjourned meeting. A form of proxy is enclosed with this notice. 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, | 5 |
1cons | 61194073.txt_0 | 61194073.txt | A Pan-African Gold Group
Côte d'Ivoire
Burkina Faso
Sierra Leone
Mali
Explorer to producer
Clu Gold plc Annual Report and Accounts 2008
Welcome
Cluff Gold is focused on the identification, acquisition, development and operation of gold deposits in West Africa that are amenable to open-pit mining and low cost production techniques. The Group has assembled a portfolio of mineral assets at various stages of development in Burkina Faso, Cote d'Ivoire, Sierra Leone and Mali.
In 2008, the construction of two gold mines was completed and gold was first poured at the Kalsaka Gold Mine in Burkina Faso in October and at the Angovia Gold Mine in Cote d'Ivoire in March. At the year end, both gold mines were in commissioning but are expected to become fully operational by mid year 2009. Indeed, the Kalsaka gold plant exited commissioning in March 2009.
The Group's resource position was significantly increased during 2008 with the announcement of results from further drilling at Baomahun, the Group's flagship gold exploration project in Sierra Leone, where Measured and Indicated resources increased seven fold to over one million ounces bringing the total Measured and Indicated gold resource at Baomahun to 1,046,000 ounces with Inferred gold resources of 409,000 ounces.
The Board, which has considerable experience in developing mining operations across Africa, believes that West Africa remains one of the most exciting regions for gold exploration today.
With Group gold production expected to reach a combined total of 100,000 ounces in 2009 and with the continued exploration of the Baomahun Gold Project, Cluff Gold is well positioned to grow its asset base in the region.
Key Investment Criteria
Good spread of assets within West Africa, one of the most exciting undeveloped regions for gold exploration
Successful development of two gold mines within four years from listing on AIM
Gold production in 2009 estimated to be in region of 100,000 ounces
Potential to increase reserves at current operating gold mines
Excellent exploration potential of a million + ounce resource
Proven exploration and development teams
Experienced Board of directors and management with proven track record
01 Clu Gold plc Annual Report and Accounts 2008
A Pan-African Gold Group
Côte d'Ivoire
Burkina Faso
Sierra | 0 |
1cons | 61194073.txt_1 | 61194073.txt | fold to over one million ounces bringing the total Measured and Indicated gold resource at Baomahun to 1,046,000 ounces with Inferred gold resources of 409,000 ounces.
The Board, which has considerable experience in developing mining operations across Africa, believes that West Africa remains one of the most exciting regions for gold exploration today.
With Group gold production expected to reach a combined total of 100,000 ounces in 2009 and with the continued exploration of the Baomahun Gold Project, Cluff Gold is well positioned to grow its asset base in the region.
Key Investment Criteria
Good spread of assets within West Africa, one of the most exciting undeveloped regions for gold exploration
Successful development of two gold mines within four years from listing on AIM
Gold production in 2009 estimated to be in region of 100,000 ounces
Potential to increase reserves at current operating gold mines
Excellent exploration potential of a million + ounce resource
Proven exploration and development teams
Experienced Board of directors and management with proven track record
01 Clu Gold plc Annual Report and Accounts 2008
A Pan-African Gold Group
Côte d'Ivoire
Burkina Faso
Sierra Leone
Mali
2008/09 Highlights
Construction of two gold mines Successful fundraising in March 08 First gold poured at the Angovia Gold Mine in March 08 Seven fold increase in Measured and Indicated resource at Baomahun Gold Project announced in June 08 Acquisition of remaining interest in Baomahun in August 08 25 year Mining Lease issued by the Government of Sierra Leone for the Baomahun Gold Project September 08 First gold poured at the Kalsaka Gold Mine in October 08 Listing on the TSX in February 09 Successful fundraising in March 09 Kalsaka gold plant exits commissioning in March 09
Contents
02 Chairman and Chief Executive's Statement
07 Business Review 15 Board of Directors 17 Senior Management Team 18 Directors' Report 26 Directors' Responsibilities in the
Preparation of Financial Statements 27 Independent Auditors' Report 29 Consolidated Income Statement 30 Consolidated Balance Sheet
31 Company Balance Sheet
32 Consolidated Statement of Changes in Equity
33 Company Statement of Changes in Equity
34 Consolidated Cash Flow Statement
35 Company Cash Flow Statement
36 Summary of Significant Accounting Policies
42 Notes to the Consolidated Financial Statements
www.clu gold.com
London Stock Exchange Code: | 1 |
1cons | 61194073.txt_2 | 61194073.txt | Leone
Mali
2008/09 Highlights
Construction of two gold mines Successful fundraising in March 08 First gold poured at the Angovia Gold Mine in March 08 Seven fold increase in Measured and Indicated resource at Baomahun Gold Project announced in June 08 Acquisition of remaining interest in Baomahun in August 08 25 year Mining Lease issued by the Government of Sierra Leone for the Baomahun Gold Project September 08 First gold poured at the Kalsaka Gold Mine in October 08 Listing on the TSX in February 09 Successful fundraising in March 09 Kalsaka gold plant exits commissioning in March 09
Contents
02 Chairman and Chief Executive's Statement
07 Business Review 15 Board of Directors 17 Senior Management Team 18 Directors' Report 26 Directors' Responsibilities in the
Preparation of Financial Statements 27 Independent Auditors' Report 29 Consolidated Income Statement 30 Consolidated Balance Sheet
31 Company Balance Sheet
32 Consolidated Statement of Changes in Equity
33 Company Statement of Changes in Equity
34 Consolidated Cash Flow Statement
35 Company Cash Flow Statement
36 Summary of Significant Accounting Policies
42 Notes to the Consolidated Financial Statements
www.clu gold.com
London Stock Exchange Code: CLF
Toronto Stock Exchange Code: CFG
02
Chairman and Chief Executive's Statement
2008 has been a pivotal year in the development of your Company. It was the year which saw us emerge from "explorer" to "producer".
J. G. Cluff Chairman and Chief Executive
Dear Shareholder, 2008 has been a pivotal year in the development of your Company. It was the year which saw us emerge from "explorer" to "producer". Two mines were brought into production and our flagship exploration project continued to improve. I will not deny that, at times, operational challenges have been tough, but with a good team, hard work and a little luck we have ended the year in much better shape than when we began. I believe that 2009 will see the fruition of our past efforts, with production from both the Kalsaka and Angovia Gold Mines improving on a monthly basis. I am also pleased to report that drilling has restarted at Baomahun where the resource will be tested at depth and along strike, the results of which could expand that resource significantly.
Operations Angovia Gold Mine poured its first gold in March 2008. The development timetable for this mine had experienced | 2 |
1cons | 61194073.txt_3 | 61194073.txt | CLF
Toronto Stock Exchange Code: CFG
02
Chairman and Chief Executive's Statement
2008 has been a pivotal year in the development of your Company. It was the year which saw us emerge from "explorer" to "producer".
J. G. Cluff Chairman and Chief Executive
Dear Shareholder, 2008 has been a pivotal year in the development of your Company. It was the year which saw us emerge from "explorer" to "producer". Two mines were brought into production and our flagship exploration project continued to improve. I will not deny that, at times, operational challenges have been tough, but with a good team, hard work and a little luck we have ended the year in much better shape than when we began. I believe that 2009 will see the fruition of our past efforts, with production from both the Kalsaka and Angovia Gold Mines improving on a monthly basis. I am also pleased to report that drilling has restarted at Baomahun where the resource will be tested at depth and along strike, the results of which could expand that resource significantly.
Operations Angovia Gold Mine poured its first gold in March 2008. The development timetable for this mine had experienced some delays from inclement weather and late delivery of equipment and, continued to face challenges throughout 2008 with poor performance from the reconditioned plant and equipment and low production rates from the mining contractor due to poor levels of equipment availability. In order to overcome these problems, certain plant and equipment were replaced or upgraded and the mining contractor increased the size of the mining fleet in January 2009. The results so far this year have been encouraging, with mining performance currently close to budget. However, as with most heap leach
Gold pour at the Kalsaka Gold Mine, Burkina Faso.
03 Clu Gold plc Annual Report and Accounts 2008
Côte d'Ivoire
Burkina Faso
Sierra Leone
Mali
Local children from Baomahun village, Sierra Leone
Community centre provided to the Baomahun village in Sierra Leone.
projects, it takes time for this increase in mining performance to translate into gold production. That said, I am confident that the tide has turned at Angovia and that the mine will be fully commissioned by mid year.
Kalsaka Gold Mine poured its first gold in October 2008 and although this was later than expected, | 3 |
1cons | 61194073.txt_b0 | 61194073.txt |
21 Post-balance sheet events i) In February 2009 the Company announced that approval had been granted by the Toronto Stock Exchange for the listing of its entire share capital.
ii) In March 2009, the Company raised US$11.4 million before expenses by placing 20,285,000 new ordinary shares of 1p each in the Company at a placing price of £0.40 per share. The Shares were admitted to trade on AIM on 31 March, 2009.
www.clu gold.com
London Stock Exchange Code: CLF
Toronto Stock Exchange Code: CFG
56
Shareholder Notes
Clu Gold plc Annual Report and Accounts 2008
Company Information
Company Secretary Pippa Latham Registered office and head office 24 Queen Anne's Gate, London SW1H 9AA
Company Number 4822520
Principal Bankers Adam and Company plc 22 King Street, London SW1Y 6QY
Nominated adviser and broker W H Ireland Limited 11 St James's Square, Manchester M2 6WH
Solicitors Maclay Murray and Spens LLP One London Wall, London EC2Y 5AB
Fasken Martineau Du Moulin LLP Toronto Dominion Bank Tower PO Box 20 Toronto ON M5K 1N6
Auditors PKF (UK) LLP Farringdon Place, 20 Farringdon Road, London EC1M 3AP
Registrars Capita Registrars The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
Corporate/IR Adviser Smith's Corporate Advisory Limited 20 Northdown Road, London N1 9BG
PR Adviser Farm Street Media 6 Marylebone Passage, London W1W 8EX
Kalsaka Mining SA 82 Avenue Saye Zerbo, Koulouba Sector 4, Ouagadougou, 01 BP 2522, Burkina Faso
Cluff Gold (SL) Limited 24 Charlotte Street, Freetown, Sierra Leone
Yaoure Mining SA 06 BP 1958, Abidjan 06, Côte d'Ivoire
www.clu gold.com
Stock Exchange Code: CLF
Clu Gold plc 24 Queen Anne's Gate London SW1H 9AA
Tel: +44 (0) 20 7340 9790 Fax: +44 (0) 20 7233 4780
www.clu gold.com
| 4 |
1cons | 61194073.txt_b1 | 61194073.txt | receivable Interest receivable Amounts owed by related parties at year end Amounts owed to related parties at year end Acquisition of royalty
2008 US$
-- 2,920,223 60,687,040
-- --
Subsidiaries 2007 US$
428,761 1,116,102 43,401,256
-- --
Other related parties
2008
2007
US$
US$
--
--
--
--
--
--
--
--
150,000
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of the amounts owed by related parties.
Amounts owed by related parties include construction loans of US$59.8 million which earn interest at LIBOR +2% and are repayable in quarterly instalments.
Remuneration of key management personnel The remuneration of the Directors, who are the key management personnel of the Group, is set out in note 3.
Further information on Directors' shareholdings in the Company are detailed in the Directors' Report.
21 Post-balance sheet events i) In February 2009 the Company announced that approval had been granted by the Toronto Stock Exchange for the listing of its entire share capital.
ii) In March 2009, the Company raised US$11.4 million before expenses by placing 20,285,000 new ordinary shares of 1p each in the Company at a placing price of £0.40 per share. The Shares were admitted to trade on AIM on 31 March, 2009.
www.clu gold.com
London Stock Exchange Code: CLF
Toronto Stock Exchange Code: CFG
56
Shareholder Notes
Clu Gold plc Annual Report and Accounts 2008
Company Information
Company Secretary Pippa Latham Registered office and head office 24 Queen Anne's Gate, London SW1H 9AA
Company Number 4822520
Principal Bankers Adam and Company plc 22 King Street, London SW1Y 6QY
Nominated adviser and broker W H Ireland Limited 11 St James's Square, Manchester M2 6WH
Solicitors Maclay Murray and Spens LLP One London Wall, London EC2Y 5AB
Fasken Martineau Du Moulin LLP Toronto Dominion Bank Tower | 5 |
1cons | 61497821.txt_0 | 61497821.txt | Annual Report and Accounts 2011
Your Society. Your money. Your future.
With no shareholders our only focus is you
Our difference and what it could mean to you
Different because we are a `mutual building society'
As a mutual building society, we are different from the banks, who were created to make money for their shareholders. We have members instead of shareholders and it is our members who benefit from our success. That will be you.
Different because we put your needs first
Because we exist just for you, we are constantly looking for ways to improve our service and deliver products that better reflect your needs.
· Our new seven promises to savers are not just a nice warm set of words, you will find some real tangible benefits to help you get more from your savings.
· Our main current account holders now benefit from special deals on other products as well as free travel insurance.
· Our mortgage customers get more than just great rates, they also get access to over 160 years of mortgage expertise.
Different because we are `Your Nationwide'
And that means we listen and act on your views. · Every working day we contact some of you who have had recent dealings
with us and ask you for your views on our service and products. · As a Nationwide member, you have access to the `Your Nationwide' members
only area of our website. There you'll find you can pick up on our latest news, have your say and take advantage of exclusive offers. · Now, with our AGM, you can make your vote count on the big issues. All these differences add up. All these differences set us apart from the big banks that we compete with. And all these differences can make a big difference to you.
With no shareholders our only focus is you
Contents
Financial Highlights
02
Chairman's Statement
04
Chief Executive's Review
07
Business Review
13
Corporate Responsibility
46
The Nationwide Foundation
58
Board of Directors
60
Directors' Report
62
Report of the Directors on Corporate Governance
67
Report of the Directors on Remuneration
73
Independent Auditors' Report
84
Income Statements
85
Statements of Comprehensive Income
86
Balance Sheets
87
Statements of Movements | 0 |
1cons | 61497821.txt_1 | 61497821.txt | you for your views on our service and products. · As a Nationwide member, you have access to the `Your Nationwide' members
only area of our website. There you'll find you can pick up on our latest news, have your say and take advantage of exclusive offers. · Now, with our AGM, you can make your vote count on the big issues. All these differences add up. All these differences set us apart from the big banks that we compete with. And all these differences can make a big difference to you.
With no shareholders our only focus is you
Contents
Financial Highlights
02
Chairman's Statement
04
Chief Executive's Review
07
Business Review
13
Corporate Responsibility
46
The Nationwide Foundation
58
Board of Directors
60
Directors' Report
62
Report of the Directors on Corporate Governance
67
Report of the Directors on Remuneration
73
Independent Auditors' Report
84
Income Statements
85
Statements of Comprehensive Income
86
Balance Sheets
87
Statements of Movements in Members' Interests
88
Cash Flow Statements
90
Notes to the Accounts
91
Annual Business Statement
164
Glossary
170
INDEX175
2011 Annual Report and Accounts
Financial highlights
Underlying profit before tax
£276 million
Reported profit before tax
£317 million
Strong capital ratios with Core Tier 1 ratio of
12.5%
Group Results 2007-2011
Profit before tax (underlying) Total income (underlying) Cost income ratio (underlying) Total assets Loans and advances to customers Member savings balances Total regulatory capital
2007
2008
2009
2010
2011
(adjusted)
£m
669
781
393
212
276
£m
1,923
2,212
2,117
2,905
1,982
%
56.6
55.7
60.0
61.3
64.5
£m
137,379
179,027
202,353
| 1 |
1cons | 61497821.txt_2 | 61497821.txt | in Members' Interests
88
Cash Flow Statements
90
Notes to the Accounts
91
Annual Business Statement
164
Glossary
170
INDEX175
2011 Annual Report and Accounts
Financial highlights
Underlying profit before tax
£276 million
Reported profit before tax
£317 million
Strong capital ratios with Core Tier 1 ratio of
12.5%
Group Results 2007-2011
Profit before tax (underlying) Total income (underlying) Cost income ratio (underlying) Total assets Loans and advances to customers Member savings balances Total regulatory capital
2007
2008
2009
2010
2011
(adjusted)
£m
669
781
393
212
276
£m
1,923
2,212
2,117
2,905
1,982
%
56.6
55.7
60.0
61.3
64.5
£m
137,379
179,027
202,353
191,397
188,878
£m
115,938
142,804
155,469
152,429
149,417
£m
86,795
£m
7,961
113,816 9,474
128,292 9,690
120,943 9,722
122,552 9,253
Underlying results These results have been prepared in line with International Financial Reporting Standards accounting policies (`IFRS'). Where appropriate, certain aspects of the results are presented to reflect management's view of the underlying results in order to provide a clearer representation of the performance of the Group.
Underlying profit before tax equates to statutory profit before tax adjusted for a gain in the movements in the value of derivatives and hedge accounting of £120 million, a £50 million charge relating to the FSCS levies and transformation costs of £29 million. 2010 additionally included a gain of £40 million on the acquisition of the former Dunfermline Building Society social housing portfolio.
2011 Annual Report and Accounts
2007
Underlying
2008
Underlying
2009 | 2 |
1cons | 61497821.txt_3 | 61497821.txt |
191,397
188,878
£m
115,938
142,804
155,469
152,429
149,417
£m
86,795
£m
7,961
113,816 9,474
128,292 9,690
120,943 9,722
122,552 9,253
Underlying results These results have been prepared in line with International Financial Reporting Standards accounting policies (`IFRS'). Where appropriate, certain aspects of the results are presented to reflect management's view of the underlying results in order to provide a clearer representation of the performance of the Group.
Underlying profit before tax equates to statutory profit before tax adjusted for a gain in the movements in the value of derivatives and hedge accounting of £120 million, a £50 million charge relating to the FSCS levies and transformation costs of £29 million. 2010 additionally included a gain of £40 million on the acquisition of the former Dunfermline Building Society social housing portfolio.
2011 Annual Report and Accounts
2007
Underlying
2008
Underlying
2009
Underlying (adjusted)
393
2010 Profit before tax
(£million) 2011
Underlying Underlying
212 276
669 781
Total income (£million)
2007 2008 2009 2010
2011
Underlying Underlying Underlying (adjusted) Underlying
Underlying
1,923 2,212
2,117 2,095
1,982
Cost income ratio (%)
2007 2008 2009 2010
2011
Underlying Underlying Underlying (adjusted) Underlying
Underlying
56.6 55.7
60.0 61.3
64.5
Total assets (£million)
2007 2008 2009 2010
2011
(adjusted)
137,379
179,027 202,353
191,397
188,878
Loans and advances to customers
(£million)
2007 2008 2009 2010
2011
(adjusted)
115,938
142.804 155,469 152,429
149,417
Member savings balances (£million)
2007 2008 2009 2010
2011
(adjusted)
Total regulatory capital | 3 |
1cons | 61497821.txt_b0 | 61497821.txt | ingent liabilities (note 37) Corporate Governance, Directors Report on Corporate Responsibility Credit risk on loans and advances to customers (note 39) Credit risk on Treasury financial instruments (note 40) Debt securities in issue (note 29) Deferred tax assets (note 24) Deposits from banks (note 26) Derivative financial instruments (note 16) Directors and other officers, information relating to Directors' Report Directors' service contracts Directors' share options Due to customers (note 28) Employees (note 10) Fair value adjustment for portfolio hedged risk (note 17) Fee and commission income (note 5) Financial instruments (note 38) Financial services compensation scheme (FSCS) (note 31) Gains from derivatives and hedge accounting (note 8)
Impairment provisions on loans and advances to customers (note 11) Income from investments (note 6) Income Statements Intangible assets (note 21) Interest expense and similar charges (note 4) Interest receivable and similar income (note 3) Investment securities available for sale (note 15) Investments in equity shares (note 19) Investments in Group undertakings (note 20) Judgements in applying accounting policies and critical accounting
estimates (note 2) Liquidity risk (note 41) Loans and advances to banks (note 14) Loans and advances to customers (note 18) Nationwide Foundation Notes to the Accounts Notes to the cash flow statements (note 44) Operating segments (note 13) Other deposits (note 27) Other liabilities (note 30) Payment protection insurance (PPI) (note 31) Other operating income (note 7) Property, plant and equipment (note 22) Provisions for liabilities and charges (note 31) Registered office (note 46) Related party transactions (note 43) Remuneration, Directors Report on Retirement benefit obligations (note 35) Shares (note 25) Statements of Comprehensive Income Statements of Movements in Members' Interests Statutory percentages Subordinated liabilities (note 33) Subscribed capital (note 34) Subsidiary undertakings Taxation (note 12)
Glossary
174-175
FSC Guide
When you have finished with this leaflet please recycle it.
Nationwide cares about the environment this literature is printed in the UK with biodegradable vegetable inks where possible, on paper from well managed sources.
Nationwide Building Society, Nationwide House, Pipers Way, Swindon SN38 1NW
nationwide.co.uk
| 4 |
1cons | 61497821.txt_b1 | 61497821.txt | component of regulatory capital comprising the property revaluation reserve, qualifying subordinated debt and the collective impairment allowance (for exposures treated on a Basel II standardised basis), less certain regulatory deductions.
Costs, included within administrative expenses, which are directly related to business combinations or the restructuring of parts of our business. The main costs included within this category are employee severance costs, external advisor fees, lease cancellation fees, property impairment and onerous lease costs.
A technique that estimates the potential loss that could occur on risk positions as a result of future movements in market rates and prices over a specified time horizon and to a given level of statistical confidence. In its day-to-day monitoring, Nationwide uses a 10 day horizon and a 99% confidence level.
2011 Annual Report and Accounts
Index
Accounting policies, statement of (note 1) Accruals and deferred income (note 32) Accrued income and expenses prepaid (note 23) Administrative expenses (note 9) Annual Business Statement Auditors' Report, Independent Balance Sheets Board of Directors Business Review Capital and leasing commitments (note 36) Capital management (note 45) Cash Flow Statements Chairman's Statement Chief Executive's Review Classification and measurement of financial assets and liabilities (note 44) Contingent liabilities (note 37) Corporate Governance, Directors Report on Corporate Responsibility Credit risk on loans and advances to customers (note 39) Credit risk on Treasury financial instruments (note 40) Debt securities in issue (note 29) Deferred tax assets (note 24) Deposits from banks (note 26) Derivative financial instruments (note 16) Directors and other officers, information relating to Directors' Report Directors' service contracts Directors' share options Due to customers (note 28) Employees (note 10) Fair value adjustment for portfolio hedged risk (note 17) Fee and commission income (note 5) Financial instruments (note 38) Financial services compensation scheme (FSCS) (note 31) Gains from derivatives and hedge accounting (note 8)
Impairment provisions on loans and advances to customers (note 11) Income from investments (note 6) Income Statements Intangible assets (note 21) Interest expense and similar charges (note 4) Interest receivable and similar income (note 3) Investment securities available for sale (note 15) Investments in equity shares (note 19) Investments in Group undertakings (note 20) Judgements in applying accounting policies and critical accounting
estimates (note 2) Liquidity risk (note 41) Loans | 5 |
1cons | 60350278.txt_0 | 60350278.txt | Bring your information
to life
Annual Report
2002
ANNUAL REPORT
2002
"This annual report is the English translation of the Shelf Registration Document, number R- 03 088, registered with the Regulatory Body of the French Stock Exchange (Commission des Opérations de Bourse) on 19 May 2003. This English translation serves no purpose other than to facilitate the reading of the document. In any case, only the French version is of legal value, and the English version cannot be subject to any form of legal challenge."
Table of Contents
CHAPTER 1 - PERSONS RESPONSIBLE FOR THE SHELF
REGISTRATION DOCUMENT, VERIFYING FINANCIAL
STATEMENTS AND ATTESTATIONS
5
1.1 Person Responsible for the Shelf Registration Document
5
1.2 Attestation of the person responsible
for the shelf registration document
5
1.3 Persons responsible for verifying the financial statements
5
1.3.1 Statutory auditors
5
1.3.2 Substitute statutory auditors
5
1.4 Attestation of the statutory auditors
6
1.5 Person responsible for the information
6
CHAPTER 2 - GENERAL INFORMATION CONCERNING THE ISSUER
AND ITS CAPITAL
7
2.1 Information concerning the issuer
7
2.1.1 Corporate name
7
2.1.2 Founding date
7
2.1.3 Head office
7
2.1.4 Term
7
2.1.5 Legal form
7
2.1.6 Trade register
7
2.1.7 French business activity code (naf code) and business sector
7
2.1.8 Ftse code and name of business sector
7
2.1.9 Object of the company (article 2 in articles of incorporation)
7
2.1.10 Fiscal year
7
2.1.11 General meetings (articles 19 to 21 in articles of incorporation)
8
2.1.12 Attribution and distribution of profits (article 22 in articles of incorporation) 8
2.1.13 Means of paying dividends
8
2. | 0 |
1cons | 60350278.txt_1 | 60350278.txt | 6
1.5 Person responsible for the information
6
CHAPTER 2 - GENERAL INFORMATION CONCERNING THE ISSUER
AND ITS CAPITAL
7
2.1 Information concerning the issuer
7
2.1.1 Corporate name
7
2.1.2 Founding date
7
2.1.3 Head office
7
2.1.4 Term
7
2.1.5 Legal form
7
2.1.6 Trade register
7
2.1.7 French business activity code (naf code) and business sector
7
2.1.8 Ftse code and name of business sector
7
2.1.9 Object of the company (article 2 in articles of incorporation)
7
2.1.10 Fiscal year
7
2.1.11 General meetings (articles 19 to 21 in articles of incorporation)
8
2.1.12 Attribution and distribution of profits (article 22 in articles of incorporation) 8
2.1.13 Means of paying dividends
8
2.1.14 Identifiable bearer securities
8
2.1.15 Statutory limits (article 7 in articles of incorporation)
8
2.1.16 Double voting rights
8
2.1.17 Repurchase by the company of its own shares
9
2.1.18 Transferability of shares
9
2.1.19 Consultation of legal corporate documents
9
2.2 Information concerning the capital stock
9
2.2.1 Capital stock
9
2.2.2 Evolution of capital stock
9
2.2.3 Authorised capital
10
2.2.4 Potential capital
12
2.3 Current breakdown of capital and voting rights
16
2.3.1 Breakdown of capital and voting rights
16
2.3.2 Shareholders' agreement
17
2.3.3 Pledged shares
17
2
Annual Report 2002
2.3.4 Non-capital stock
17
2.4 Issuer's security market
18
2 | 1 |
1cons | 60350278.txt_2 | 60350278.txt | 1.14 Identifiable bearer securities
8
2.1.15 Statutory limits (article 7 in articles of incorporation)
8
2.1.16 Double voting rights
8
2.1.17 Repurchase by the company of its own shares
9
2.1.18 Transferability of shares
9
2.1.19 Consultation of legal corporate documents
9
2.2 Information concerning the capital stock
9
2.2.1 Capital stock
9
2.2.2 Evolution of capital stock
9
2.2.3 Authorised capital
10
2.2.4 Potential capital
12
2.3 Current breakdown of capital and voting rights
16
2.3.1 Breakdown of capital and voting rights
16
2.3.2 Shareholders' agreement
17
2.3.3 Pledged shares
17
2
Annual Report 2002
2.3.4 Non-capital stock
17
2.4 Issuer's security market
18
2.5 Dividends
18
2.5.1 Dividend distribution policy
18
2.5.2 Time limit
19
2.6 Financial calendar 2003 and financial information
19
2.7 Anvar qualification
19
CHAPTER 3 - INFORMATION CONCERNING
THE ACTIVITY OF THE ISSUER
20
3.1 Presentation of itesoft
20
3.1.1 History of the company
20
3.1.2 Expertise at the service of increased productivity
20
3.1.3 Positioning of itesoft's business activity in the value chain
21
3.1.4 Key consolidated figures
22
3.2 Market and competition
22
3.2.1 The european market in the capture of information flows
22
3.2.2 Seasonality of activity
25
3.2.3 Structure of the competition
25
3.2.4 Main direct competitors on the european market
25
3.3 The itesoft offer
| 2 |
1cons | 60350278.txt_3 | 60350278.txt | .5 Dividends
18
2.5.1 Dividend distribution policy
18
2.5.2 Time limit
19
2.6 Financial calendar 2003 and financial information
19
2.7 Anvar qualification
19
CHAPTER 3 - INFORMATION CONCERNING
THE ACTIVITY OF THE ISSUER
20
3.1 Presentation of itesoft
20
3.1.1 History of the company
20
3.1.2 Expertise at the service of increased productivity
20
3.1.3 Positioning of itesoft's business activity in the value chain
21
3.1.4 Key consolidated figures
22
3.2 Market and competition
22
3.2.1 The european market in the capture of information flows
22
3.2.2 Seasonality of activity
25
3.2.3 Structure of the competition
25
3.2.4 Main direct competitors on the european market
25
3.3 The itesoft offer
26
3.3.1 A wide range of solutions
26
3.3.2 Sources of earnings
28
3.3.3 A high level of technological expertise
29
3.3.4 Advantages of the itesoft offer
30
3.3.5 Prestigious references
32
3.3.6 Examples of applications
33
3.4 Organisation and resources
34
3.4.1 Legal organisational chart and structure of the group
34
3.4.2 Sales
34
3.4.3 Marketing and communication
35
3.4.4 Research and development
36
3.4.5 Customer support
37
3.4.6 Human resources
38
3.4.7 Technical resources
41
3.5 Development strategy and financial objectives
41
3.5.1 The priority strategic axes
41
3.5.2 The means to be implemented
43
3.5.3 Forecast figures
45
3.6 Analysis | 3 |
1cons | 60350278.txt_b0 | 60350278.txt | the 2001, 2002 and 2003 tax years. It follows on from a previous agreement. The amount corresponding to the profit-sharing agreement is calculated in function of attaining the objectives for the operating profit, company turnover and international turnover.
The amounts paid out over the last five years are as follows:
In k Legal profit sharing Contractual profit sharing
1998 0
215
1999 62
278
2000 241 338
2001 0 0
2002 0
415
91
5.7 INFORMATION CONCERNING SHARE WARRANTS (BSPCE) AND STOCK OPTIONS
The details are given in 2.2.4.3 of the present Shelf Registration Document.
5.8 CONTRACTUAL AGREEMENTS
The details are given in 4.6 of the present Shelf Registration Document. Since the start of the fiscal year, the Board of Directors decided to authorise new loans to the German subsidiary FormsConsult Software GmbH totalling 400,000 over a period of 12 months. All or part of these loans may be converted into an augmentation of the company's capital and if necessary the payments may be made directly by subscription to a capital increase.
92
www.itesoft.com
Bring your information
to life
ITESOFT Headquarters : Parc d'Andron s Le Séquoia 30470 Aimargues s France Tel. : +33 (0)4 66 35 77 00 Fax : +33 (0)4 66 35 77 01
ITESOFT Paris : Parc d'affaires SILIC s 15, rue des Sorins 92741 Nanterre cedex s France Tel. : +33 (0)1 55 91 98 98 Fax : +33 (0)1 55 91 99 10
ITESOFT UK Headway House s Crosby Way s Farnham Surrey s GU9 7XG s United Kingdom Tel. : +44 (0)1252 741500 Fax : +44 (0)1252 741515
www.itesoft.com
finance@itesoft.com
ITESOFT Deutschland: FormsConsult Software GmbH Schwanenwik 32 22087 Hamburg s Deutschland Tel. : +49 (0)40 22 74 51 -0 Fax : +49 (0)40 22 74 51 11
| 4 |
1cons | 60350278.txt_b1 | 60350278.txt | the Executive Committee was k 668 for the 2002 financial year (not including benefits in kind). No directors' fees were paid in respect of the 2002 tax year.
More specifically, the payments made to the board officers of ITESOFT SA were as follows:
- Mr Didier Charpentier: 67,747 including 1,648 benefits in kind (vehicle) - Mr Philippe Lijour: 112,043 including 1,727 benefits in kind (vehicle) - Mr Jean-Marc Pédréno: 76,730 including 1,014 benefits in kind (vehicle) - Mrs Simone Charpentier: null - Miss Florence Charpentier: null Loans and sureties granted or made up in favour of the members of the administrative bodies: null.
5.6 LEGAL AND CONTRACTUAL PROFIT SHARING SCHEMES
On 20 June 2000 ITESOFT SA signed a legal profit sharing agreement for a period of 5 years which was applied for the first time to the profits of the 1999 tax year. The amount corresponding to the shareholding agreement is calculated according to the legal formula. In addition, a contractual profit-sharing agreement was signed on 11 June 2001, to be applied to the 2001, 2002 and 2003 tax years. It follows on from a previous agreement. The amount corresponding to the profit-sharing agreement is calculated in function of attaining the objectives for the operating profit, company turnover and international turnover.
The amounts paid out over the last five years are as follows:
In k Legal profit sharing Contractual profit sharing
1998 0
215
1999 62
278
2000 241 338
2001 0 0
2002 0
415
91
5.7 INFORMATION CONCERNING SHARE WARRANTS (BSPCE) AND STOCK OPTIONS
The details are given in 2.2.4.3 of the present Shelf Registration Document.
5.8 CONTRACTUAL AGREEMENTS
The details are given in 4.6 of the present Shelf Registration Document. Since the start of the fiscal year, the Board of Directors decided to authorise new loans to the German subsidiary FormsConsult Software GmbH totalling 400,000 over a period of 12 months. All or part of these loans may be converted into an augmentation of the company's capital and if necessary the payments may be made directly by subscription to a capital increase.
92
| 5 |
1cons | 60170794.txt_0 | 60170794.txt | CONTENTS
Page
CORPORATE PROFILE
2
DIRECTORS AND ADVISERS
4
FINANCIAL HIGHLIGHTS
5
CHAIRMAN'S STATEMENT
6
FINANCIAL REVIEW
7
OPERATIONS REVIEW
8
DIRECTORS' REPORT
10
CORPORATE GOVERNANCE
12
REPORT ON DIRECTORS' REMUNERATION
14
AUDITORS' REPORT
16
GROUP PROFIT AND LOSS ACCOUNT
17
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
18
RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
18
GROUP BALANCE SHEET
19
COMPANY BALANCE SHEET
20
GROUP CASH FLOW STATEMENT
21
PRINCIPAL ACCOUNTING POLICIES
22
NOTES TO THE FINANCIAL STATEMENTS
24
ANNUAL GENERAL MEETING
42
1
CORPORATE PROFILE
ARTISAN (UK) PLC
Artisan (UK) plc is the holding company for a group of property development companies together with a specialist contractor and property holding companies. Artisan (UK) plc commenced trading in December 1998 by acquiring three trading subsidiaries by the de-merger from a listed company, known then as Dean Corporation plc. The summary of the current principal trading companies is shown below.
PROPERTY DEVELOPMENT
ARTISAN (UK) DEVELOPMENTS LIMITED This company is mainly involved in commercial development but also continues to build niche housing developments. Its activity is concentrated in the Cambridge to Peterborough corridor. It also incorporates the management of Gryphon Developments plc, which specialises in commercial property development in the Hertfordshire area and the newly formed Artisan Chiltern Limited which will concentrate on residential property development. RIPPON HOMES LIMITED Rippon Homes Limited was acquired by Artisan (UK) plc from Ennstone Breedon Limited in December 2000. The company is a residential house developer based in Mansfield, operating in the East Midlands and Lincolnshire regions. LIVING HERITAGE HOLDINGS LIMITED The Living Heritage group is | 0 |
1cons | 60170794.txt_1 | 60170794.txt | CORPORATE PROFILE
ARTISAN (UK) PLC
Artisan (UK) plc is the holding company for a group of property development companies together with a specialist contractor and property holding companies. Artisan (UK) plc commenced trading in December 1998 by acquiring three trading subsidiaries by the de-merger from a listed company, known then as Dean Corporation plc. The summary of the current principal trading companies is shown below.
PROPERTY DEVELOPMENT
ARTISAN (UK) DEVELOPMENTS LIMITED This company is mainly involved in commercial development but also continues to build niche housing developments. Its activity is concentrated in the Cambridge to Peterborough corridor. It also incorporates the management of Gryphon Developments plc, which specialises in commercial property development in the Hertfordshire area and the newly formed Artisan Chiltern Limited which will concentrate on residential property development. RIPPON HOMES LIMITED Rippon Homes Limited was acquired by Artisan (UK) plc from Ennstone Breedon Limited in December 2000. The company is a residential house developer based in Mansfield, operating in the East Midlands and Lincolnshire regions. LIVING HERITAGE HOLDINGS LIMITED The Living Heritage group is an associate in which Artisan (UK) plc has a 50% interest. The group specialises in the conversion of attractive older buildings in desirable locations into quality apartments and individual dwellings.
CONTRACTING
SPEYMILL CONTRACTS LIMITED This company specialises in the fast track refurbishment and new build of leisure premises, particularly public houses. Its customers are primarily the larger pub owning groups.
PROPERTY HOLDINGS
ARTISAN PROPERTY HOLDINGS PLC This subgroup was formed to manage properties held by Artisan (UK) plc on an interim basis. It is not the group's intention to hold property for long term investment. The properties are acquired either as development opportunities or for the short term holding of the interest in properties developed by Artisan (UK) Developments Limited.
2
CORPORATE PROFILE
GROUP STRUCTURE PRINCIPAL TRADING SUBSIDIARIES
Artisan (UK) plc
Artisan Contracting Limited
Speymill Contracts Limited
Artisan Property Holdings plc
Artisan (UK) Properties Limited
Artisan (UK) Development Holdings
Limited
Artisan (UK) Developments
Limited | 1 |
1cons | 60170794.txt_2 | 60170794.txt | an associate in which Artisan (UK) plc has a 50% interest. The group specialises in the conversion of attractive older buildings in desirable locations into quality apartments and individual dwellings.
CONTRACTING
SPEYMILL CONTRACTS LIMITED This company specialises in the fast track refurbishment and new build of leisure premises, particularly public houses. Its customers are primarily the larger pub owning groups.
PROPERTY HOLDINGS
ARTISAN PROPERTY HOLDINGS PLC This subgroup was formed to manage properties held by Artisan (UK) plc on an interim basis. It is not the group's intention to hold property for long term investment. The properties are acquired either as development opportunities or for the short term holding of the interest in properties developed by Artisan (UK) Developments Limited.
2
CORPORATE PROFILE
GROUP STRUCTURE PRINCIPAL TRADING SUBSIDIARIES
Artisan (UK) plc
Artisan Contracting Limited
Speymill Contracts Limited
Artisan Property Holdings plc
Artisan (UK) Properties Limited
Artisan (UK) Development Holdings
Limited
Artisan (UK) Developments
Limited
Rippon Homes Limited
Gryphon Developments plc
Artisan Chiltern Limited
Living Heritage Holdings Limited
(50%)
The above structure reflects disposals following the balance sheet date.
3
DIRECTORS AND ADVISERS
COMPANY NUMBER: 3630998
REGISTERED OFFICE: Dean House, Sovereign Court, Ermine Business Park, Huntingdon, Cambridgeshire PE29 6XU
DIRECTORS: Stephen Dean Christopher Musselle Alan Brookes Martyn Freeman Norman Saunders
(CHAIRMAN) (FINANCE DIRECTOR) (DIRECTOR) (DIRECTOR) (NON-EXECUTIVE)
SECRETARY: Philip Speer
AUDITORS: Spokes & Company, Hilden Park House, 79 Tonbridge Road, Hildenborough, Kent TN11 9BH
REGISTRAR: Capita IRG Plc, Balfour House, 390-398 High Road, Ilford, Essex IG1 1NQ
STOCKBROKER: Seymour Pierce Limited, 29-30 Cornhill, London EC3V 3NF.
| 2 |
1cons | 60170794.txt_3 | 60170794.txt |
Rippon Homes Limited
Gryphon Developments plc
Artisan Chiltern Limited
Living Heritage Holdings Limited
(50%)
The above structure reflects disposals following the balance sheet date.
3
DIRECTORS AND ADVISERS
COMPANY NUMBER: 3630998
REGISTERED OFFICE: Dean House, Sovereign Court, Ermine Business Park, Huntingdon, Cambridgeshire PE29 6XU
DIRECTORS: Stephen Dean Christopher Musselle Alan Brookes Martyn Freeman Norman Saunders
(CHAIRMAN) (FINANCE DIRECTOR) (DIRECTOR) (DIRECTOR) (NON-EXECUTIVE)
SECRETARY: Philip Speer
AUDITORS: Spokes & Company, Hilden Park House, 79 Tonbridge Road, Hildenborough, Kent TN11 9BH
REGISTRAR: Capita IRG Plc, Balfour House, 390-398 High Road, Ilford, Essex IG1 1NQ
STOCKBROKER: Seymour Pierce Limited, 29-30 Cornhill, London EC3V 3NF.
LEGAL ADVISERS: Philip Speer & Co., 51 Cambridge Place, Cambridge, CB2 1NS Eversheds, Daedalus House, Station Road, Cambridge CB1 2RE.
4
FINANCIAL HIGHLIGHTS For the year ended 31 March 2001
YEAR TO 31 MARCH 2001
£
YEAR TO 31 MARCH 2000
£
TURNOVER
81,364,520
34,821,517
OPERATING PROFIT
10,621,768 | 3 |
1cons | 60170794.txt_b0 | 60170794.txt |
87,384
86,496
176,263
30 RELATED PARTY TRANSACTIONS
Fees of £694,250, principally in respect of corporate advice, were paid during the year to Silverhall Holdings Limited, a company in which Stephen Dean holds a material interest.
During the year 23,000,000 shares in enterpriseAsia.com plc were acquired from Cater Barnard plc, a company in which Stephen Dean is a Director. Trusts in which Stephen Dean holds a material interest are also shareholders in Cater Barnard plc. The consideration for the acquisition was satisfied by the issue of 11,500,000 Artisan (UK) plc shares at 18p each. At the date of the transaction, the market value of each enterpriseAsia.com plc share was 9p.
Fees of £96,455 were charged to Cater Barnard plc for the use of premises and services during the period.
31 POST BALANCE SHEET EVENTS
On 24 May 2001 the Group disposed of its entire interests in Bickerton Construction Limited, Driver Construction Limited, Gryphon Estates Limited and Yeadon Air Structures Limited for consideration in excess of book value. These disposals have been classified as discontinued operations on the Profit and Loss account, although the Directors decision to dispose of these businesses only occurred after the year end.
On 27 June 2001 the Group disposed of its investment in enterpriseAsia.com plc for £3,240,073. The loss on disposal has been included within the results to 31 March 2001.
41
ANNUAL GENERAL MEETING
Notice of the Annual General Meeting is separately enclosed with the distribution of the Report and Accounts. The Annual General Meeting will be held at Butchers Hall, 87 Bartholomew Close, London, EC1A 9HP at 11.30 a.m. on 4 September 2001.
42
Printed by Perivan Financial 28457
| 4 |
1cons | 60170794.txt_b1 | 60170794.txt |
31 MAR 2001
LAND AND
BUILDINGS
OTHER
£
£
41,500
164,400
50,102
181,940
31 MAR 2000
LAND AND
BUILDINGS
OTHER
£
£
26,750
87,384
86,496
176,263
30 RELATED PARTY TRANSACTIONS
Fees of £694,250, principally in respect of corporate advice, were paid during the year to Silverhall Holdings Limited, a company in which Stephen Dean holds a material interest.
During the year 23,000,000 shares in enterpriseAsia.com plc were acquired from Cater Barnard plc, a company in which Stephen Dean is a Director. Trusts in which Stephen Dean holds a material interest are also shareholders in Cater Barnard plc. The consideration for the acquisition was satisfied by the issue of 11,500,000 Artisan (UK) plc shares at 18p each. At the date of the transaction | 5 |
1cons | 61156429.txt_0 | 61156429.txt | Annual Report
2008
Highlights
3 EARNINGS PER SHARE + %
+2%
Attributable profit
780
million euros
765
ROE 16.6% 39 EFFICIENCY %
NON-PERFORMING
1.62 LOANS RATIO
%
+3%
Earnings per share*
1.13
euros
1.10
0.97 0.82
0.67
606* 570
458
2004 2005 2006
*Before discontinued operations
2007
2008
ROE
(%)
19.0
18.3
17.1
15.6*
16.6
2004 2005 2006 2007 2008 *Recurrent
Gross operating income
million euros
2,462
2,271
1,983 1,789
1,696
2004 2005 2006 2007 2008 *Before discontinued operations
Efficiency
(%)
48.1 45.0 42.5 40.5 39.0
2004 2005 2006 2007 2008
2004 2005 2006 2007 2008 Operation costs/Gross operating income
1
Index
Chairman's Letter
2
Governing bodies
6
Banesto in 2008
Business model
9
The customer and quality
12
Managing talent
14
Risk control
18
Technology
20
Business units
Retail banking
22
Company banking
26
Wholesale banking
28
The Banesto share
30
Corporate social responsibility
32
Corporate governance
36
Financial information
38
Risk management
62
Audit and compliance committee
74
Internal control model
81
Audit0r's report and
annual financial statements
82
Auditor's report
83
Consolidated financial statements
85
Management report
178
Corporate governance report according
to the CNMV model
185
Noteworthy figures
186
General information and
regional offices
187
2
Chairman | 0 |
1cons | 61156429.txt_1 | 61156429.txt | 2006 2007 2008 Operation costs/Gross operating income
1
Index
Chairman's Letter
2
Governing bodies
6
Banesto in 2008
Business model
9
The customer and quality
12
Managing talent
14
Risk control
18
Technology
20
Business units
Retail banking
22
Company banking
26
Wholesale banking
28
The Banesto share
30
Corporate social responsibility
32
Corporate governance
36
Financial information
38
Risk management
62
Audit and compliance committee
74
Internal control model
81
Audit0r's report and
annual financial statements
82
Auditor's report
83
Consolidated financial statements
85
Management report
178
Corporate governance report according
to the CNMV model
185
Noteworthy figures
186
General information and
regional offices
187
2
Chairman's Letter
Banesto is ready to Successfully weather An environment like The current one. We know our market, Understand our customers And have a business Model that works.
Ana P. Botín Executive Chairman
3
Dear Shareholder,
In an exceptional year like 2008, which will be remembered as one of the most complicated in the history of the international financial sector, Banesto's results underscored its solid position and capacity to generate recurrent and quality revenues, with sustainable spreads, even during times of crisis.
Performance and results
Attributable profit was 2% higher than in 2007 at 779 million. With the prudence demanded by the current economic situation, we decided to make a one-time 60 million loan loss provision charged against results. It has not been assigned for anything in particular. But for this provision, profit would have risen 7.5%.
The financial crisis, which began in August 2007, deepened during 2008 and fed through to the real economy. Economic and banking activity fell sharply. Despite this, gross operating income increased 8.4% to 2,461 million.
A key element in the current environment is our traditional discipline in costs. This enabled the efficiency ratio to improve yet again to 39%, | 1 |
1cons | 61156429.txt_2 | 61156429.txt | 's Letter
Banesto is ready to Successfully weather An environment like The current one. We know our market, Understand our customers And have a business Model that works.
Ana P. Botín Executive Chairman
3
Dear Shareholder,
In an exceptional year like 2008, which will be remembered as one of the most complicated in the history of the international financial sector, Banesto's results underscored its solid position and capacity to generate recurrent and quality revenues, with sustainable spreads, even during times of crisis.
Performance and results
Attributable profit was 2% higher than in 2007 at 779 million. With the prudence demanded by the current economic situation, we decided to make a one-time 60 million loan loss provision charged against results. It has not been assigned for anything in particular. But for this provision, profit would have risen 7.5%.
The financial crisis, which began in August 2007, deepened during 2008 and fed through to the real economy. Economic and banking activity fell sharply. Despite this, gross operating income increased 8.4% to 2,461 million.
A key element in the current environment is our traditional discipline in costs. This enabled the efficiency ratio to improve yet again to 39%, making Banesto one of the most efficient Spanish and European banks.
It is essential in this environment to maintain an appropriate balance between growth in lending
and risk assumption. Our policy enabled many of our customers, both companies and individuals, to receive the necessary financing for their projects. Banesto distributed:
- 46,500 loans to SMEs amounting to 3,540 million,
- 20,400 mortgages totalling 2,860 million and
- 87,900 personal loans amounting to 1,800 million.
The credit quality deterioration is a natural consequence of the economic downturn. Nevertheless, rigorous control of risks, improvements in the way they are managed and a clear strategy of anticipating them led Banesto to outperform the Spanish banking sector. Our nonperforming loans ratio was 1.62% at the end of 2008 and coverage stood at 105.4%.
Given the current liquidity crunch, particular attention was paid to attracting deposits. And we were successful, as they grew 8.4%, a faster pace than the banking sector, and produced a gain in market share of 0.36 p.p.
In short, the results were good in a complicated year, and very good when compared to other Spanish and European banks. This was | 2 |
1cons | 61156429.txt_3 | 61156429.txt | making Banesto one of the most efficient Spanish and European banks.
It is essential in this environment to maintain an appropriate balance between growth in lending
and risk assumption. Our policy enabled many of our customers, both companies and individuals, to receive the necessary financing for their projects. Banesto distributed:
- 46,500 loans to SMEs amounting to 3,540 million,
- 20,400 mortgages totalling 2,860 million and
- 87,900 personal loans amounting to 1,800 million.
The credit quality deterioration is a natural consequence of the economic downturn. Nevertheless, rigorous control of risks, improvements in the way they are managed and a clear strategy of anticipating them led Banesto to outperform the Spanish banking sector. Our nonperforming loans ratio was 1.62% at the end of 2008 and coverage stood at 105.4%.
Given the current liquidity crunch, particular attention was paid to attracting deposits. And we were successful, as they grew 8.4%, a faster pace than the banking sector, and produced a gain in market share of 0.36 p.p.
In short, the results were good in a complicated year, and very good when compared to other Spanish and European banks. This was ratified by
4
all financial analysts and the market in general. Although the Banesto share could not escape the plunge in all equity markets, its performance was relatively better than European markets in general and the banking sector in particular.
The 3% rise in earnings per share was very notable compared to the rest of European banks. This increase, based on comparative figures for the first nine months of 2008 (the latest available), was higher than all its European competitors.
The dividend per share in 2008 was 0.56, the same as in 2007, and maintained a policy of distributing around 50% of profits. Based on the share price, it represents a return of 8%.
As a result of all these achievements, the magazine Euromoney recognised Banesto as the best bank in Spain, due to its high quality growth, the rise in net operating income and our leadership in attributable profit and customer funds.
Strategy and strengths
In 2006 we laid the foundations of a strategy to make Banesto the best commercial bank in Europe. We aim to be the leaders in consumer credit and cards, value-added businesses in wholesale banking and become the bank in Spain for companies, especially SMEs.
In order to achieve this, we must | 3 |
1cons | 61156429.txt_b0 | 61156429.txt | Gran Vía Corts Catalanes, 583 · 08011 · Barcelona Telephone: 93.214.45.41 / Fax: 93.214.46.96
2 LEVANTE
Director: José Miguel Lorente Ayala Pintor Sorolla, 17 3a planta · 46002 · Valencia Telephone: 96.399.62.11 / Fax: 96.399.61.31
3 MADRID
Director: Octavio Ramírez Romero Princesa, 25 2a pta. · 28008 · Madrid Telephone: 91.758.60.01 / Fax: 91.758.60.33
4 NORTH (ARAGON, ASTURIAS, CANTABRIA,
CASTILLA-LEÓN AND GALICIA)
Director: José Antonio Portugal Alonso Princesa, 25 2a pta. · 28008 · Madrid Telephone: 91.758.60.10 / Fax: 91.758.60.03
6 4
1
3 2
5
5 SOUTH
Director: José Antonio Hernani Goldaracena Avda. de la Palmera, 25 · 41013 · Sevilla Telephone: 954.93.27.04 / Fax: 954.61.56.64
6 BASQUE COUNTRY, NAVARRE AND LA RIOJA
Director: José María Bilbao Urquijo Navarra, 3 · 48001 · Bilbao Telephone: 944.23.18.14 / Fax: 944.23.97.80
189
The 2008 Annual Report and the Corporate Social Responsibility Report are published in digital and not paper form, in order to respect the environment. Banesto saved more than seven tonnes of paper with this measure.
® Februray 2009 Banesto
Design, creative concept and production:
See the change / Álvaro Reyero Pita
Photos:
Fernando Moreno Amador/Andrea Savini
Jorge Giacomuzzi / Toño Morales (photo. page 8)
Printing : TF Artes Gráficas
Translation: William Chislett Legal deposit:
www.banesto.es
Global Compact FTSE4Good
Euromoney
EFQM
GRI
| 4 |
1cons | 61156429.txt_b1 | 61156429.txt | : 983.21.74.09 / Fax: 983.21.74.08
5 CATALONIA AND BALEARICS
Director: Eduard Miró Contijoch Gran Vía Corts Catalanes, 583 · 08011 · Barcelona Telephone: 93.214.45.91 / Fax: 93.214.46.90
7 LEVANTE
Director: Félix Subies Montalar Pintor Sorolla, 17 4° · 46002 · Valencia Telephone: 96.399.62.10 / Fax: 96.399.62.12
8 MADRID
Director: José Luis Fernández Fernández Alcalá, 14 1° · 28014 · Madrid Telephone: 91.338.15.55 / Fax: 91.338.13.50
company banking
1 CATALONIA AND BALEARICS
Director: Pedro Alonso Juncar Gran Vía Corts Catalanes, 583 · 08011 · Barcelona Telephone: 93.214.45.44 / Fax: 93.214.46.96
INSTITUTIONAL RELATIONS IN CATALONIA
Director: Pere Estruch Jane Gran Vía Corts Catalanes, 583 · 08011 · Barcelona Telephone: 93.214.45.41 / Fax: 93.214.46.96
2 LEVANTE
Director: José Miguel Lorente Ayala Pintor Sorolla, 17 3a planta · 46002 · Valencia Telephone: 96.399.62.11 / Fax: 96.399.61.31
3 MADRID
Director: Octavio Ramírez Romero Princesa, 25 2a pta. · 28008 · Madrid Telephone: 91.758.60.01 / Fax: 91.758.60.33
4 NORTH (ARAGON, ASTURIAS, CANTABRIA,
CASTILLA-LEÓN AND GALICIA)
Director: José Antonio Portugal Alonso Princesa, 25 2a pta. · 28008 · Madrid Telephone: 91.758.60.10 / Fax: 91.758.60.03
6 4
1
3 2
5
5 SOUTH
Director: José Antonio Hernani Goldaracena Avda. de la Palmera, 25 · 41013 · Sevilla Telephone | 5 |
1cons | 61030215.txt_0 | 61030215.txt | Zenith Hygiene Group plc
Annual Report and Accounts
for the Year Ended 31 August 2007
Annual Report and Accounts
for the year ended 31 August 2007 Page 2 Directors and Advisers 3 Chairman's Statement 6 Finance Director's Report 9 Report of the Directors 16 Independent Auditor's Report 18 Consolidated Profit and Loss Account 19 Consolidated Statement of Total Recognised Gains and Losses 20 Consolidated Balance Sheet 21 Company Balance Sheet 22 Consolidated Cash Flow Statement 22 Reconciliation of Net Cash Flow to Movement in Net Debt 23 Reconciliation of Movements in Group Shareholders' Funds 24 Notes to the Financial Statements
Zenith Hygiene Group plc
REPORT AND ACCOUNTS 2007
1
Directors and Advisers
for the year ended 31 December 2006
Directors
Secretary Registered office Registered number Auditors Solicitors Banker
Registrar Website address
R Francis (resigned 24 February 2008) I Selby G Gracie (appointed 24 February 2008) M Lambert (non-executive) J Metcalf (non-executive) S Barrell (non-executive)
I Selby
A1 (M) Business Centre Dixons Hill Road Welham Green Hertfordshire AL9 7JE
05132069
Grant Thornton UK LLP Bryanston Court Selden Hill Hemel Hempstead Hertfordshire HP2 4TN
Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD
Royal Bank of Scotland Plc Corporate Banking St. Albans 3rd Floor Building One Centrium Griffiths Way St Albans Hertfordshire AL1 2RD
Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA
www.zhgplc.com
Zenith Hygiene Group plc
REPORT AND ACCOUNTS 2007
2
Chairman's Statement
for the year ended 31 August 2007
Introduction The year ended 31 August 2007 has been a difficult year for Zenith with the challenging integration of previous acquisitions, poorer trading and the emergence of significant accounting issues which has led to the restatement of the accounts for 2006 and significant losses in 2007. As a result, the Board instigated a full business review, which has led to a business recovery plan being produced and initial measures implemented. As part of this review, Gavin Gracie joined the business as Interim Chief Operating Officer. Key actions are: G Appointment of Gavin Grac | 0 |
1cons | 61030215.txt_1 | 61030215.txt | fordshire AL9 7JE
05132069
Grant Thornton UK LLP Bryanston Court Selden Hill Hemel Hempstead Hertfordshire HP2 4TN
Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD
Royal Bank of Scotland Plc Corporate Banking St. Albans 3rd Floor Building One Centrium Griffiths Way St Albans Hertfordshire AL1 2RD
Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA
www.zhgplc.com
Zenith Hygiene Group plc
REPORT AND ACCOUNTS 2007
2
Chairman's Statement
for the year ended 31 August 2007
Introduction The year ended 31 August 2007 has been a difficult year for Zenith with the challenging integration of previous acquisitions, poorer trading and the emergence of significant accounting issues which has led to the restatement of the accounts for 2006 and significant losses in 2007. As a result, the Board instigated a full business review, which has led to a business recovery plan being produced and initial measures implemented. As part of this review, Gavin Gracie joined the business as Interim Chief Operating Officer. Key actions are: G Appointment of Gavin Gracie as Interim Chief Operating Officer G New Finance Director and Finance Team appointed G Increased banking facilities to provide adequate working capital headroom. Operational management stepped
down from the Board to focus on operations G Appointment of consultants to review warehouse and distribution operations G New management teams across all areas G Introduction of new systems and controls Many of these actions have already been implemented with the benefits already beginning to be seen. Costs are being better controlled, margins are increasing, customer service is improving, but, the major impact of the changes that have been made will not be fully realised until fiscal year 2009.
Finance and Results During the period of the business review, various critical failures in accounting came to light which have resulted in the Board having to restate the 2006 accounts and make significant write offs and provisions in the 2007 accounts. The Group recorded revenues of £38.1 million (2006: £34.3 million as restated) and recorded a loss after tax of £8.6 million (2006: £2.9 million as restated). The underlying operating loss was £2.6 million (2006: £0.8 million as restated) before charging £4.5 million of exceptional items (2006: £1.2 million) which includes | 1 |
1cons | 61030215.txt_2 | 61030215.txt | ie as Interim Chief Operating Officer G New Finance Director and Finance Team appointed G Increased banking facilities to provide adequate working capital headroom. Operational management stepped
down from the Board to focus on operations G Appointment of consultants to review warehouse and distribution operations G New management teams across all areas G Introduction of new systems and controls Many of these actions have already been implemented with the benefits already beginning to be seen. Costs are being better controlled, margins are increasing, customer service is improving, but, the major impact of the changes that have been made will not be fully realised until fiscal year 2009.
Finance and Results During the period of the business review, various critical failures in accounting came to light which have resulted in the Board having to restate the 2006 accounts and make significant write offs and provisions in the 2007 accounts. The Group recorded revenues of £38.1 million (2006: £34.3 million as restated) and recorded a loss after tax of £8.6 million (2006: £2.9 million as restated). The underlying operating loss was £2.6 million (2006: £0.8 million as restated) before charging £4.5 million of exceptional items (2006: £1.2 million) which includes £2.0 million of write downs of asset values, increased liabilities and restructuring costs (2006: £1.2 million) and £2.5 million of goodwill impairment (2006: £nil), other costs of £0.8 million of goodwill amortisation and share option expense (2006: £0.7 million as restated) and £0.7 million of interest costs (£2006: £0.4 million). Richard Colwell, the previous Finance Director, left in March 2007 and was replaced with an Interim Finance Director, Julie Rowlands, pending the appointment of Ian Selby who joined the Group in mid-November 2007. In the second half of financial year 2007, issues came to light concerning GRNI (goods received not invoiced) and customer rebates which we reported in our announcement of 6 September 2007. On further investigation, the Board ascertained issues existed surrounding the accounting within the Group and the Board decided that the scale of the issues required them to appoint forensic accountants, Quest. In the course of Quest's investigations it quickly became apparent that internal controls were being circumvented, and ledgers, procedures and results reported were unreliable. The result of the adjustments required to be processed after the review of the accounting records and | 2 |
1cons | 61030215.txt_3 | 61030215.txt | £2.0 million of write downs of asset values, increased liabilities and restructuring costs (2006: £1.2 million) and £2.5 million of goodwill impairment (2006: £nil), other costs of £0.8 million of goodwill amortisation and share option expense (2006: £0.7 million as restated) and £0.7 million of interest costs (£2006: £0.4 million). Richard Colwell, the previous Finance Director, left in March 2007 and was replaced with an Interim Finance Director, Julie Rowlands, pending the appointment of Ian Selby who joined the Group in mid-November 2007. In the second half of financial year 2007, issues came to light concerning GRNI (goods received not invoiced) and customer rebates which we reported in our announcement of 6 September 2007. On further investigation, the Board ascertained issues existed surrounding the accounting within the Group and the Board decided that the scale of the issues required them to appoint forensic accountants, Quest. In the course of Quest's investigations it quickly became apparent that internal controls were being circumvented, and ledgers, procedures and results reported were unreliable. The result of the adjustments required to be processed after the review of the accounting records and the adoption of FRS20 has led to further charges against the 2006 profit of £3.4 million. This includes adjustments to turnover of £1.2 million relating to customer rebates and adjustments to the sales ledger. The remaining adjustments relate to stock, debtors and fixed asset write downs and under-accrued liabilities. The previously stated 2006 operating profit of £1.1 million is now shown as a loss of £2.7 million.
Zenith Hygiene Group plc
REPORT AND ACCOUNTS 2007
3
Chairman's Statement
continued
The 2007 results have been disappointing with turnover increasing 11% but with cost of sales increasing by 23%, leading to a reduction in gross margin percentage from a restated 46% to 40%. Sales growth reflects the inclusion of GWP Chemicals ("GWP") for the full year (2006: 8 months) and the full year impact of key accounts gained in 2006. Cost of sales increased with overruns on fixed price and non-standard contracts, and a breakdown in the controls over GRNI. These issues are currently being addressed. Since the year end the Group has seen an improvement of the gross margin in excess of management targets and a reduction in operating overheads run rate in excess | 3 |
1cons | 61030215.txt_b0 | 61030215.txt | actions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Transactions between the Company and its subsidiaries are disclosed in the individual company financial statements.
Zenith Hygiene Group plc
REPORT AND ACCOUNTS 2007
42
Notes to the Financial Statements
continued
28. Cross guarantee In January 2005, the Group entered into a group banking facility arrangement with the Royal Bank of Scotland, whereby liabilities with regards to Zenith Hygiene Group plc, Zenith Hygiene Systems Limited, Zenith Hygiene Systems (Ireland) Limited and SB Chemicals Limited were all cross-guaranteed. During the year this was extended to include GW Chemicals Limited, CMR Limited, Kitchenmaster Limited and Delmarco Limited. This guarantee extends across both sterling and euro, cash and overdraft balances.
29. Post Balance Sheet Events The Group's bankers agreed additional facilities on 22 February 2008 and the extension of their term from an on call basis to a fixed date of 31 August 2009. The key terms of this are set out below 1. A fixed term loan of £6 million carrying an interest charge of 2% over LIBOR. 2. A mezzanine facility of £3.75 million carrying an interest charge of 3% over LIBOR payable on a quarterly basis across the term. In addition a further charge of the LIBOR rate plus 7% is payable on 31 August 2009. 3. An overdraft facility of up to £3 million repayable on an on demand basis carrying an interest charge of LIBOR plus 2%. 4. The Group issued warrants over ordinary shares to the bank equal to 10% of the Group's fully diluted share capital. Future increases in fully diluted share capital would require issuance of further warrants to the Bank. These warrants will survive for 5 years from the date of this announcement and will have a subscription price of five pence each. In addition the Group will comply with certain financial covenants and will incur arrangement and ongoing monitoring fees. As at 31 August 2007 all Bank indebtedness is shown as due within one year in current liabilities. Following the renewal of facilities a maximum of £3 million would be shown as a current liability.
Zenith Hygiene Group plc
REPORT AND ACCOUNTS 2007
43
Printed by Michael Searle & Son Limited
Zenith House A1(M) Business Centre
Dixons Hill Road Welham Green Hertfordshire
AL9 7JE
| 4 |
1cons | 61030215.txt_b1 | 61030215.txt | 7,000
52
10,263
Noninterest bearing
£'000
66 66
Total £'000
3,211 7,000
52 567
66 10,896
* only includes foreign currency denominated trade creditors
Floating rate financial liabilities bear interest based on the United Kingdom LIBOR money market rate. At the balance sheet date the Group had drawn down the full £10 million committed credit facility and of the £1 million overdraft facility, £0.83 million remained undrawn.
The fair value of the liabilities in the table above are not materially different from the values above.
27. Related Party Transactions The Group uses Goldcrown Maintenance Limited to provide electrical and other maintenance services. The company is owned by a cousin of Ringo Francis. In the year the Group received services amounting to £84,481 (2006: £34,860) and at the end of the year the Group had a receivable balance due from Goldcrown Maintenance Limited of £1,739 (2006: liability of £1,151).
Related party transactions relating to amounts receivable from Directors are discussed in detail in the Report of the Directors.
Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Transactions between the Company and its subsidiaries are disclosed in the individual company financial statements.
Zenith Hygiene Group plc
REPORT AND ACCOUNTS 2007
42
Notes to the Financial Statements
continued
28. Cross guarantee In January 2005, the Group entered into a group banking facility arrangement with the Royal Bank of Scotland, whereby liabilities with regards to Zenith Hygiene Group plc, Zenith Hygiene Systems Limited, Zenith Hygiene Systems (Ireland) Limited and SB Chemicals Limited were all cross-guaranteed. During the year this was extended to include GW Chemicals Limited, CMR Limited, Kitchenmaster Limited and Delmarco Limited. This guarantee extends across both sterling and euro, cash and overdraft balances.
29. Post Balance Sheet Events The Group's bankers agreed additional facilities on 22 February 2008 and the extension of their term from an on call basis to a fixed date of 31 August 2009. The key terms of this are set out below 1. A fixed term loan of £6 million carrying an interest charge of 2% over LIBOR. 2. A mezzanine facility of £3.75 million | 5 |
1cons | 61218502.txt_0 | 61218502.txt | 2008 Annual Report
Reliable real estate
SOCIÉTÉ DE LA TOUR EIFFEL
Contents
Corporate
Introduction p. 01
Background p. 02
2008 Results p. 03
A joint interview of Mark Inch and Robert Waterland p. 04/07
Key figures p. 08/09
Management team p. 10/11
2008 Highlights p. 12/13
The Parks Eiffel revival p. 14/15 Development pipeline p. 16/17
Market upheaval
A 2008 market struck by the recession p. 20/21
A carefully thought-out, tailored strategy p. 22/24
Recognised expertise rides the economic market cycles p. 25
Sustainable development p. 26
The Foundation p. 27
Sound fundamentals
The portfolio p. 30/31
Offices p. 32/33
Business parks p. 34
Light industrial p. 35
Warehouses p. 36
Nursing homes p. 37
Outlook p. 38/39
Stock Market p. 40/41
Financial information p. 42/43
Financial report
Message from the CFO p. 46
Management report p. 47
Consolidated financial statements p. 95
Corporate financial statements p. 133
Report from the chairman of the board p. 159
Resolutions p. 165
As the worthy successor to its founder Gustave Eiffel, Société de la Tour Eiffel is today a listed property company investing exclusively in commercial real estate. Benefitting from its status as a SIIC (French REIT) since January 2004. The Company has built up a balanced portfolio of quality assets primarily composed of suburban offices and business parks. The portfolio is valued at s1,162 million for 713,323 sq. m (plus 100,000 sq. m of land reserves). Locations are evenly spread between Paris / Ile-de-France and the other regions of France. Sixty percent of rents attributable to some 430 tenants are assured until 2015.
The company's strategy is implemented through an experienced team focused on high standards and returns from a quality commercial real estate portfolio offering secure rental income and development potential. Regular, consistent distributions are thus ensured for the shareholders. Stemming from the experience accumulated through numerous property market cycles, this strategy assists Société de la Tour Eiffel in weathering the current financial storm.
Background
1889: Creation of Société | 0 |
1cons | 61218502.txt_1 | 61218502.txt | . 95
Corporate financial statements p. 133
Report from the chairman of the board p. 159
Resolutions p. 165
As the worthy successor to its founder Gustave Eiffel, Société de la Tour Eiffel is today a listed property company investing exclusively in commercial real estate. Benefitting from its status as a SIIC (French REIT) since January 2004. The Company has built up a balanced portfolio of quality assets primarily composed of suburban offices and business parks. The portfolio is valued at s1,162 million for 713,323 sq. m (plus 100,000 sq. m of land reserves). Locations are evenly spread between Paris / Ile-de-France and the other regions of France. Sixty percent of rents attributable to some 430 tenants are assured until 2015.
The company's strategy is implemented through an experienced team focused on high standards and returns from a quality commercial real estate portfolio offering secure rental income and development potential. Regular, consistent distributions are thus ensured for the shareholders. Stemming from the experience accumulated through numerous property market cycles, this strategy assists Société de la Tour Eiffel in weathering the current financial storm.
Background
1889: Creation of Société de la Tour Eiffel by Gustave Eiffel. 1979: The City of Paris takes over the management of the Eiffel Tower.
The Société de la Tour Eiffel becomes a dormant listed company. 2003: The Company is taken over by Awon Group, backed by the Soros Real Estate Investors fund. 2004: Mark Inch and Robert Waterland transform Société de la Tour Eiffel into the first new SIIC
to be listed on the Paris Stock Exchange with 277 million of assets at the year end. 2005: Acquisition of Locafimo, a property company valued at 285 million for a total of 300,000 sq. m 2006: T he company is continuously listed on Euronext Paris (Eurolist compartment B)
and integrates the EPRA index (European Public Real Estate Association). 2007: Acquisition of the Parcoval portfolio for 110 million which increases the company's
presence in business parks and raises its portfolio of commitments to 1.2 billion.
2008 results
Rental income Current operating income Net profit (Group share)* Cash Flow Dividend per share
s70.6m s50.7m s-16.7m s18.4m s5 | 1 |
1cons | 61218502.txt_2 | 61218502.txt | de la Tour Eiffel by Gustave Eiffel. 1979: The City of Paris takes over the management of the Eiffel Tower.
The Société de la Tour Eiffel becomes a dormant listed company. 2003: The Company is taken over by Awon Group, backed by the Soros Real Estate Investors fund. 2004: Mark Inch and Robert Waterland transform Société de la Tour Eiffel into the first new SIIC
to be listed on the Paris Stock Exchange with 277 million of assets at the year end. 2005: Acquisition of Locafimo, a property company valued at 285 million for a total of 300,000 sq. m 2006: T he company is continuously listed on Euronext Paris (Eurolist compartment B)
and integrates the EPRA index (European Public Real Estate Association). 2007: Acquisition of the Parcoval portfolio for 110 million which increases the company's
presence in business parks and raises its portfolio of commitments to 1.2 billion.
2008 results
Rental income Current operating income Net profit (Group share)* Cash Flow Dividend per share
s70.6m s50.7m s-16.7m s18.4m s5
* of which d-32.3m of adjustment on property values and hedging instruments
The property portfolio**
· 713,323 sq. m of offices, business parks, warehouses, light industrial space and nursing homes
· s1,162m portfolio of commitments
· 88.6% financial occupancy rate
** at 31 December 2008
Corporate
Market upheaval Sound fundamentals
Robert Waterland
Mark Inch
An unusual year
Interview
What is your perception of 2008?
Mark Inch: It was an extremely unusual year, divided into two distinct phases. During the first half of the year, with property prices holding up we were inclined to cease acquisition activity in favour of disposals. Also during this period restrictions in the credit market became apparent to us which prompted the renegotiation of a major portion of our debt. The agreement that we were able to forge with one of our banks in July 2008 is paramount because it extends the majority of our debt from 2010 to 2013 on unchanged terms. All these measures were designed to leave us in a comfortable position for the second half of the year, which, in light of the ensuing market deterioration, demonstrated foresight.
Robert | 2 |
1cons | 61218502.txt_3 | 61218502.txt |
* of which d-32.3m of adjustment on property values and hedging instruments
The property portfolio**
· 713,323 sq. m of offices, business parks, warehouses, light industrial space and nursing homes
· s1,162m portfolio of commitments
· 88.6% financial occupancy rate
** at 31 December 2008
Corporate
Market upheaval Sound fundamentals
Robert Waterland
Mark Inch
An unusual year
Interview
What is your perception of 2008?
Mark Inch: It was an extremely unusual year, divided into two distinct phases. During the first half of the year, with property prices holding up we were inclined to cease acquisition activity in favour of disposals. Also during this period restrictions in the credit market became apparent to us which prompted the renegotiation of a major portion of our debt. The agreement that we were able to forge with one of our banks in July 2008 is paramount because it extends the majority of our debt from 2010 to 2013 on unchanged terms. All these measures were designed to leave us in a comfortable position for the second half of the year, which, in light of the ensuing market deterioration, demonstrated foresight.
Robert Waterland: There was clearly a "before and an after Lehman Brothers". No one has been spared from the crisis of confidence that hit the market! Having made a number of significant disposals early in the year in anticipation of the deteriorating market, we were able to concentrate on our asset management activities during the second semester. This mainly consisted in consolidating rental income by renegotiating certain major leases before their term and by concentrating on the marketing of new developments. We also worked on strengthening our tenant relations.The experience gained during previous business cycles prompts us to react in a pragmatic, realistic and responsive manner to the prevailing adverse market conditions and irrational events.
What are the consequences of the financial crisis?
R.W.: Firstly it is important to stress that contrary to some other countries (such as the United States, the United Kingdom or Spain), there is no property crisis in France, specifically in terms of supply and demand. There is clearly a financial and economic crisis, which has impacted both property financing and tenant demand, however unlike the situation which occurred during the 1990s, for example, there is not a real estate crisis as such. We must not therefore lose sight of the long-term perspective.
M.I.: In the short term the deteriorating economic | 3 |
1cons | 61218502.txt_b0 | 61218502.txt | and in compliance with law;
2) gives full powers to the Board of Directors to modify the company's articles of association and to carry out any formalities which it may deem necessary.
This authorisation is valid for a maximum term of eight months from this meeting date.
TWELFTH RESOLUTION (powers to effect formalities)
The general meeting gives full powers to the bearer of an original, a copy or an excerpt of the minutes of this meeting in order to carry out any and all necessary formalities.
TENTH RESOLUTION (resolution to end the delegations of power granted to the Board of Directors to increase the capital by issuing marketable securities)
The General Shareholders' Meeting, having met the conditions of quorum and majority required for extraordianry shareholders' meetings, and having heard the Board of Directors' report, resolves to end starting from this day the unexpired delegations of power granted to the Board of Directors to increase the share capital by issuing any and all marketable securities pursuant to the twelfth, thirteenth, fourteenth, fifteenth and sixteenth resolutions of the general shareholders' meeting held on 29 March 2007.
168
Financial report 2008
stock market listings
The shares of Société de la Tour Eiffel are listed on Euronext Paris (Eurolist B): ISIN Code: FR 0000036816 Reuters: EIFF.PA Bloomberg: EIFF.FP
Financial information
Jérôme Descamps: Chief Financial Officer Tel.: +33(0)1 53 43 07 06 Fax: +33(0)1 44 51 49 26 jerome.descamps@societetoureiffel.com
Financial reporting
The press releases as well as financial and legal information are available on the Company's website at: www.societetoureiffel.com
Design, creation and execution: Photo credits: Christophe Boulze, Paul Maurer, Tristan Deschamps, Rapho/émile Luider, Totem Studio, Photo library Société de la Tour Eiffel. Text: Capmot
Société de la Tour Eiffel 20, rue de la Ville l'Evêque 75008 Paris France Tel.: +33(0)1 53 43 07 06 - Fax: +33(0)1 44 51 49 26 www.societetoureiffel.com
| 4 |
1cons | 61218502.txt_b1 | 61218502.txt | , authorises the reduction the company's share capital from 249,264,144 to 25,965,015.
This transaction will be carried out by lowering the nominal value of each share from 48 to 5.
The capital reduction amount, i.e. 223,299,129 will be allocated to the "Other reserves" account.
The general meeting confers full powers to the Board of Directors to carry out this capital reduction as resolved previously within a maximum term of three months starting from this day and to modify the articles of association accordingly.
ELEVENTH RESOLUTION (authorisation to be given to the Board of Directors to reduce the capital by cancelling treasury shares)
The general meeting, having met the conditions of quorum and majority required for special shareholders' meetings, and having heard the Board of Directors' report and the statutory auditors' special report:
1) authorises the Board of Directors to reduce the share capital by cancelling the company's shares which it may be holding under the delegation of power described in the seventh resolution above, up to a limit of 10% of the company's capital, with the understanding that the rights of the holders of marketable securities with an equity participation will be maintained if applicable and in compliance with law;
2) gives full powers to the Board of Directors to modify the company's articles of association and to carry out any formalities which it may deem necessary.
This authorisation is valid for a maximum term of eight months from this meeting date.
TWELFTH RESOLUTION (powers to effect formalities)
The general meeting gives full powers to the bearer of an original, a copy or an excerpt of the minutes of this meeting in order to carry out any and all necessary formalities.
TENTH RESOLUTION (resolution to end the delegations of power granted to the Board of Directors to increase the capital by issuing marketable securities)
The General Shareholders' Meeting, having met the conditions of quorum and majority required for extraordianry shareholders' meetings, and having heard the Board of Directors' report, resolves to end starting from this day the unexpired delegations of power granted to the Board of Directors to increase the share capital by issuing any and all marketable securities pursuant to the twelfth, thirteenth, fourteenth, fifteenth and sixteenth resolutions of the general shareholders' meeting held on 29 March 2007.
168
Financial report 2008
stock market listings
The | 5 |
1cons | 61453491.txt_0 | 61453491.txt | annual report :: 2010
Tailored drugs for strong patient benefit.
by people. with people. for people.
:: by people. with people. for people.
Targeted research and development for innovative drugs.
:: 01 Product pipeline
procuct
indication
Autoimmun Disease
Vidofludimus 4SC-101 see Page 8
Rheumatoid Arthritis (RA)
Vidofludimus 4SC-101
Inflammatory Bowel Disease (IBD)
mode of action
Oral autoimmune modulator of the DHODH enzyme and the IL-17 cytokine
Oral autoimmune modulator of the DHODH enzyme and the IL-17 cytokine
preclinical
Phase I
COMPONENT ENTRANCE
Oncology
Resminostat 4SC-201 see Page 9
Hepatocellular Carcinoma (HCC)
Resminostat 4SC-201
Hodgkin's Lymphoma (HL)
Oral pan histone deacetylase (HDAC) inhibitor
Oral pan HDAC inhibitor
Resminostat 4SC-201
Colorectal Cancer (CRC) Oral pan HDAC inhibitor
4SC-203
Oncology
Oral multi-kinase inhibitor selective of FLT3 and VEGF
SHELTER SAPHIRE SHORE
4SC-205
Solid Tumours
Oral Eg5 kinesin spindle protein inhibitor
AEGIS
4SC-202
Haematologic and Solid Tumours
Oral selective HDAC inhibitor with a strong anti-mitotic effect
4SC-207
Solid Tumours
Oral cell-cycle blocker
Phase II
Phase III
Approval
Market
:: Tab. 01 key financial figures
in 000's
Revenue Operating profit/loss Profit/loss for the year Equity Equity ratio Total assets Cash flows from operating and investing activities Cash flows from financing activities Net change in cash and cash equivalents Cash and cash equivalents Cash balance/funds
Employees Number of employees and Management Board members (annual average)
2010
989 - 20,271 - 20,075
31,210 | 0 |
1cons | 61453491.txt_1 | 61453491.txt |
Resminostat 4SC-201
Colorectal Cancer (CRC) Oral pan HDAC inhibitor
4SC-203
Oncology
Oral multi-kinase inhibitor selective of FLT3 and VEGF
SHELTER SAPHIRE SHORE
4SC-205
Solid Tumours
Oral Eg5 kinesin spindle protein inhibitor
AEGIS
4SC-202
Haematologic and Solid Tumours
Oral selective HDAC inhibitor with a strong anti-mitotic effect
4SC-207
Solid Tumours
Oral cell-cycle blocker
Phase II
Phase III
Approval
Market
:: Tab. 01 key financial figures
in 000's
Revenue Operating profit/loss Profit/loss for the year Equity Equity ratio Total assets Cash flows from operating and investing activities Cash flows from financing activities Net change in cash and cash equivalents Cash and cash equivalents Cash balance/funds
Employees Number of employees and Management Board members (annual average)
2010
989 - 20,271 - 20,075
31,210 89.9% 34,731 - 30,565
0 - 30,565
4,956 17,607
2009
1,861 -16,437 -16,107
50,909 94.4% 53,903
-658 28,833 28,175 35,521 35,621
Change in %
-47 -23 -25 - 39 - 4.5%P - 36 - 4,545 - 100 n /a - 86 - 51
94
91
3
:: Tab. 02 achievements 2010
Goals 2010
Results 2010
We aim to become a leading partner to the pharmaceutical industry for therapeutics in autoimmune and oncology indications
Proof-of-concept for vidofludimus Phase IIa results in the IBD ENTRANCE study
Successful completion of patient recruitment for vidofludimus in the Phase IIb COMPONENT study in RA
Successful establishment of a late-stage oncology pipeline
Expand the pipeline and strengthen its value by launching new Phase I programmes
Efficient capital allocation to development programmes
Increased visibility | 1 |
1cons | 61453491.txt_2 | 61453491.txt | 89.9% 34,731 - 30,565
0 - 30,565
4,956 17,607
2009
1,861 -16,437 -16,107
50,909 94.4% 53,903
-658 28,833 28,175 35,521 35,621
Change in %
-47 -23 -25 - 39 - 4.5%P - 36 - 4,545 - 100 n /a - 86 - 51
94
91
3
:: Tab. 02 achievements 2010
Goals 2010
Results 2010
We aim to become a leading partner to the pharmaceutical industry for therapeutics in autoimmune and oncology indications
Proof-of-concept for vidofludimus Phase IIa results in the IBD ENTRANCE study
Successful completion of patient recruitment for vidofludimus in the Phase IIb COMPONENT study in RA
Successful establishment of a late-stage oncology pipeline
Expand the pipeline and strengthen its value by launching new Phase I programmes
Efficient capital allocation to development programmes
Increased visibility in the international capital markets
Future Goals 2011
Realisation of further important clinical proof-of-concepts for our products in order to establish the conditions for partnering agreements Proof-of-concept for vidofludimus in RA Proof-of-concept for resminostat in HCC and HL Licensing agreements with pharmaceutical and global biotechnology companies
01 the company 02 Letter to the Shareholders 06 Research and Development Strategy 08 Products 12 Targeted Therapies The 4sc Concept
Targeted. Efficient. better. 20 4SC Share Price Performance 22 Report of the Supervisory Board
25 Management report
53 annual financial statements (IFRS) and notes
61 Notes to the Financial Statements 90 Auditors' Report 91 Responsibility Statement
92 Glossary 96 Financial Calendar/Publishing Information IBC Five-year Overview
4SC researches and develops innovative, orally administered smallmolecule drugs for autoimmune diseases and cancer indications with a high unmet medical need. The aim is for these targeted therapies to provide better efficacy and a lower side-effect profile than existing treatments and to offer greater benefits and new hope for patient groups that have been specifically selected for treatment. Thanks to its balanced clinical pipeline and continuous research | 2 |
1cons | 61453491.txt_3 | 61453491.txt | in the international capital markets
Future Goals 2011
Realisation of further important clinical proof-of-concepts for our products in order to establish the conditions for partnering agreements Proof-of-concept for vidofludimus in RA Proof-of-concept for resminostat in HCC and HL Licensing agreements with pharmaceutical and global biotechnology companies
01 the company 02 Letter to the Shareholders 06 Research and Development Strategy 08 Products 12 Targeted Therapies The 4sc Concept
Targeted. Efficient. better. 20 4SC Share Price Performance 22 Report of the Supervisory Board
25 Management report
53 annual financial statements (IFRS) and notes
61 Notes to the Financial Statements 90 Auditors' Report 91 Responsibility Statement
92 Glossary 96 Financial Calendar/Publishing Information IBC Five-year Overview
4SC researches and develops innovative, orally administered smallmolecule drugs for autoimmune diseases and cancer indications with a high unmet medical need. The aim is for these targeted therapies to provide better efficacy and a lower side-effect profile than existing treatments and to offer greater benefits and new hope for patient groups that have been specifically selected for treatment. Thanks to its balanced clinical pipeline and continuous research into new, value-creating programmes, 4SC is evolving into an attractive partner for pharmaceutical and global biotechnology companies.
by people. with people. for people.
02
:: Letter to the shareholders
left to right: :: Dr Ulrich Dauer, CEO :: Dr Bernd Hentsch, CDO :: Dr Daniel Vitt, CSO :: Dipl.-Kfm. Enno Spillner, CFO
left: vidofludimus' molecular structure
the company :: Letter to the Shareholders :: 03
DEAR SHAREHOLDERS, DEAR FRIENDS AND PARTNERS,
Last year, 4SC made significant advances in the development of drugs for autoimmune diseases and cancer. With a total of four small-molecule compounds in seven Phase I and II clinical studies, we have a balanced and mature pipeline. Our drug development activities are focused on the concept of targeted therapies, i.e. therapies that specifically influence and control signalling pathways, thereby generating considerable benefits for patients. In 2010, we evolved into an important developer of targeted therapies and created a good starting position for achieving other company and development goals.
During the past financial year, we reported major successes with our lead | 3 |
1cons | 61453491.txt_b0 | 61453491.txt | share Earnings per share (basic and diluted) (in ) Number of shares issued (annual average, in 000's) Free float Annual high (Xetra) (in ) Annual low (Xextra) (in ) Closing price on balance sheet date (in ) Market capitalisation on balance sheet date (in 000's) Average daily trading volume (Xetra) (shares)
2010
989 - 20,271 - 20,075
31,210 89.9% 34,731 - 30,565
0 - 30,565
4,956 17,607
94
- 0.52 38,503 100%
3.51 2.67 3.51 135,145 10,050
2009
1,861 -16,437 -16,107
50,909 94.4% 53,903
-658 28,833 28,175 35,521 35,621
91
-0.54 29,753 100%
3.50 2.60 2.96 113,968 7,274
2008
2,969 -12,695 -11,854
37,158 90.4% 41,094 -32,196 29,207 -2,989 7,346 21,846
80
-0.51 23,436 100%
3.80 2.50 3.09 88,073 5,041
2007
1,376 -8,303 -8,130 19,616 88.9% 22,063 -11,762 19,575
7,813 10,335 17,193
64
-0.57 14,225 100%
3.98 2.53 3.43 65,176 11,867
2006
3,664 -5,530 -5,540
7,854 78.8% 9,973 -8,476 4,120 -4,356 2,522 4,471
55
-0.50 11,125
64% 5.44 3.35 3.69 42,292 6,898
:: 4SC AG :: Am Klopferspitz 19a, 82152 Planegg-Martinsried, Germany :: T +49 (0) 89 70 07 63 0 :: F +49 (0) 89 70 07 63 29
:: w ww.4sc.com
| 4 |
1cons | 61453491.txt_b1 | 61453491.txt | .2011
:: Q3 Report 2011
21.-23.11.2011
:: Analyst Conference German Equity Forum Frankfurt, Germany
:: publishing information
editor
:: 4 SC AG :: Am Klopferspitz 19a, 82152 Planegg-Martinsried, Germany
Investor ReLations
:: 4 SC AG :: Yvonne Alexander, yvonne.alexander@4SC.com :: T +49 (0)89 70 07 63 66 Bettina von Klitzing-Stückle, bettina.von.klitzing@4SC.com :: T +49 (0)89 70 07 63 0
Conception, Design & text
:: P ETRANIX Corporate & Financial Communications AG :: Zurich
photography
:: S teffen Jänicke
:: Five-year Overview
Key figures at a glance
in 000's
Revenue Operating profit/loss Net profit/loss for the year Equity Equity ratio Total assets Cash flows from operating and investing activities Cashflows from financing activities Net change in cash and cash equivalents Cash and cash equivalents Cash balance/funds
Employees Number of employees and Management Board members (annual average)
The 4SC share Earnings per share (basic and diluted) (in ) Number of shares issued (annual average, in 000's) Free float Annual high (Xetra) (in ) Annual low (Xextra) (in ) Closing price on balance sheet date (in ) Market capitalisation on balance sheet date (in 000's) Average daily trading volume (Xetra) (shares)
2010
989 - 20,271 - 20,075
31,210 89.9% 34,731 - 30,565
0 - 30,565
4,956 17,607
94
- 0.52 38,503 100%
3.51 2.67 3.51 135,145 10,050
2009
1,861 -16,437 -16,107
50,909 94.4% 53,903
-658 28,833 28,175 35,521 35,621
91
-0.54 29,753 100%
3.50 2.60 2.96 113,968 7,274
2008
2,969 -12,695 -11,854
37,158 90.4% 41,094 -32, | 5 |
1cons | 62097783.txt_0 | 62097783.txt | Bankia, S.A. __________________
Financial statements for the year ended 31 December 2012
Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 1-3 and 45). In the event of a discrepancy, the Spanish-language version prevails.
Contents
Bankia, S.A. Balance sheet at 31 December 2012 and 2011
Page 1
Bankia, S.A. Income statement for the years ended 31 December 2012 and 2011 2
Bankia, S.A.
Statement of recognised income and expense for the years ended 31 December 2012 and 2011
3
Bankia, S.A.
Statement of changes in total equity for the years ended 31 December
4
2012 and 2011
Bankia, S.A.
Statement of cash flows for the years ended 31 December 2012 and
6
2011
Bankia, S.A. Notes to the financial statements for the year ended 31 December 2012
7 to 192
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 1-3 and 45). In the event of a discrepancy, the Spanish-language version prevails.
Bankia, S.A.
Balance sheet at 31 December 2012 and 2011
(Thousands of euros)
ASSETS
31/12/12
31/12/11 (*)
LIABILITIES AND EQUITY
31/12/12
LIABILITIES
1. Cash and balances with central banks (Note 7)
4,563,082
6,117,225
1. Financial liabilities held for trading (Note 8)
33,610,393
1.1. Deposits from central banks
-
2. Financial assets held for trading (Note 8)
35,733,950
29,061,767
1.2. Deposits from credit institutions
-
2.1. Loans and advances to credit institutions
-
-
1.3. Customer deposits
-
2.2. Loans and advances to | 0 |
1cons | 62097783.txt_1 | 62097783.txt | statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 1-3 and 45). In the event of a discrepancy, the Spanish-language version prevails.
Bankia, S.A.
Balance sheet at 31 December 2012 and 2011
(Thousands of euros)
ASSETS
31/12/12
31/12/11 (*)
LIABILITIES AND EQUITY
31/12/12
LIABILITIES
1. Cash and balances with central banks (Note 7)
4,563,082
6,117,225
1. Financial liabilities held for trading (Note 8)
33,610,393
1.1. Deposits from central banks
-
2. Financial assets held for trading (Note 8)
35,733,950
29,061,767
1.2. Deposits from credit institutions
-
2.1. Loans and advances to credit institutions
-
-
1.3. Customer deposits
-
2.2. Loans and advances to customers
28,573
16,248
1.4. Marketable debt securities
-
2.3. Debt securities
314,632
1,320,295
1.5. Trading derivatives
33,610,393
2.4. Equity instruments
4,420
19,191
1.6. Short positions
-
2.5. Trading derivatives
35,386,325
27,706,033
1.7. Other financial liabilities
-
Memorandum item: loaned or advanced as collateral
282,966
1,320,295
2. Other financial liabilities at fair value through profit or loss
-
2.1. Deposits from central banks
-
3. Other financial assets at fair value through profit or loss (Note 9)
16,486
76,643
2.2. Deposits from credit institutions
-
3.1. Loans and advances to credit institutions
-
-
2.3. Customer deposits
-
3 | 1 |
1cons | 62097783.txt_2 | 62097783.txt | customers
28,573
16,248
1.4. Marketable debt securities
-
2.3. Debt securities
314,632
1,320,295
1.5. Trading derivatives
33,610,393
2.4. Equity instruments
4,420
19,191
1.6. Short positions
-
2.5. Trading derivatives
35,386,325
27,706,033
1.7. Other financial liabilities
-
Memorandum item: loaned or advanced as collateral
282,966
1,320,295
2. Other financial liabilities at fair value through profit or loss
-
2.1. Deposits from central banks
-
3. Other financial assets at fair value through profit or loss (Note 9)
16,486
76,643
2.2. Deposits from credit institutions
-
3.1. Loans and advances to credit institutions
-
-
2.3. Customer deposits
-
3.2. Loans and advances to customers
-
-
2.4. Marketable debt securities
-
3.3. Debt securities
-
62,873
2.5. Subordinated liabilities
-
3.4. Equity instruments Memorandum item: loaned or advanced as collateral
16,486 -
13,770 -
2.6. Other financial liabilities 3. Financial liabilities at amortised cost (Note 19)
245,230,619
3.1. Deposits from central banks
51,954,778
4. Available-for-sale financial assets (Note 10)
39,997,793
24,649,186
3.2. Deposits from credit institutions
26,114,761
4.1. Debt securities
39,997,793
23,621,050
3.3. Customer deposits
117,916,947
4.2. Equity instruments
-
1,028,136
3.4. Marketable debt securities
31,152 | 2 |
1cons | 62097783.txt_3 | 62097783.txt | .2. Loans and advances to customers
-
-
2.4. Marketable debt securities
-
3.3. Debt securities
-
62,873
2.5. Subordinated liabilities
-
3.4. Equity instruments Memorandum item: loaned or advanced as collateral
16,486 -
13,770 -
2.6. Other financial liabilities 3. Financial liabilities at amortised cost (Note 19)
245,230,619
3.1. Deposits from central banks
51,954,778
4. Available-for-sale financial assets (Note 10)
39,997,793
24,649,186
3.2. Deposits from credit institutions
26,114,761
4.1. Debt securities
39,997,793
23,621,050
3.3. Customer deposits
117,916,947
4.2. Equity instruments
-
1,028,136
3.4. Marketable debt securities
31,152,398
Memorandum item: loaned or advanced as collateral
8,963,941
16,474,553
3.5. Subordinated liabilities
15,641,800
5. Loans and receivables (Note 11)
146,602,130
208,238,766
3.6. Other financial liabilities 4. Changes in the fair value of hedged items in portfolio hedges of interest rate risk
2,449,935 -
5.1. Loans and advances to credit institutions
9,024,397
19,628,806
5. Hedging derivatives (Note 13)
2,726,923
5.2. Loans and advances to customers
135,358,378
182,609,312
6. Liabilities associated with non-current assets held for sale
-
5.3. Debt securities
2,219,355
6,000,648
8. Provisions
2,434,089
Memorandum item: loaned or advanced as collateral
109,407 | 3 |
1cons | 62097783.txt_b0 | 62097783.txt | 24/2012 and the Recapitalisation
Plan, the FROB has publicly announced that, although it has not yet specified the exact amount by which the par value of the Bankia shares existing at 31 December 2012 will have to be reduced, it expects that this amount will have to be significant in order to enable the projected capital increases to be performed with the consequent assumption of losses due to the possible dilution of the shares existing at 31 December 2012 (see Note 26 to the accompanying consolidated financial statements). At the date of issue of our report, the exchange of the hybrid financial instruments and the reduction of the par value of the Bankia shares had not yet taken place and, accordingly, it was not possible to ascertain the precise impact that these processes will have on the distribution of the consolidated equity of the Bankia Group among the various items forming it at 31 December 2012. Furthermore, in relation to the commitments assumed by the BFA Group in the Recapitalisation Plan and pursuant to Additional Provision Nine of Law 9/2012, which obliges credit institutions meeting certain conditions to transfer the assets included in Additional Provision Eight of Law 9/2012 to the Bank Restructuring Asset Management Company ("SAREB"), in December 2012 the transfer from the Bankia Group to the SAREB of certain property assets and real estate industry financing transactions with a total gross value of EUR 36,645 million, for a total transfer price of EUR 19,467 million, was executed in a public deed. The price of these transferred assets was paid to the Bankia Group through the delivery of debt instruments issued by the SAREB and guaranteed by the Spanish state, which are classified under "Held-to-Maturity Investments" in the accompanying consolidated balance sheet at 31 December 2012 (see Note 1 to the accompanying consolidated financial statements). 4. The accompanying consolidated directors' report for 2012 contains the explanations which the directors consider appropriate about the Bankia Group's situation, the evolution of its business and other matters, but is not an integral part of the consolidated financial statements. We have checked that the accounting information in the consolidated directors' report is consistent with that contained in the consolidated financial statements for 2012. Our work as auditors was confined to checking the directors' report with the aforementioned scope, and did not include a review of any information other than that drawn from the Bankia Group's accounting records. Deloitte, S.L. Registered in ROAC under no. S0692
Francisco Celma 20 March 2013
3
| 4 |
1cons | 62097783.txt_b1 | 62097783.txt | Notes 1, 4 and 26 to the accompanying consolidated financial statements). Without prejudice to the above and to the stipulations of Additional Provision Eleven of Royal Decree-Law 24/2012, of 31 August, on restructuring and resolution of credit institutions ("RD-Law 24/2012"), it must be stated that as a result of the Bankia Group's equity position at 31 December 2012 its principal capital ratio stood at 4.4%, which is below the minimum required by the legislation regulating this capital requirement. The Bank's directors consider that this capital shortfall will be covered, as stipulated in the Recapitalisation Plan, once the capital increase to be performed by the Bank has taken place, in which hybrid financial instruments issued by the BFA Group amounting to approximately EUR 4,800 million will be exchanged. These exchanges will be made within the framework of the principles and objectives relating to the distribution of the restructuring costs of financial institutions established in Law 9/2012, of 14 November, on restructuring and resolution of credit institutions ("Law 9/2012") and in RD-Law 24/2012, whereby the holders of hybrids or subordinated debt, following the conversion thereof into capital, will absorb losses. Also, it must be stated that, in compliance with Royal Decree-Law 24/2012 and the Recapitalisation
Plan, the FROB has publicly announced that, although it has not yet specified the exact amount by which the par value of the Bankia shares existing at 31 December 2012 will have to be reduced, it expects that this amount will have to be significant in order to enable the projected capital increases to be performed with the consequent assumption of losses due to the possible dilution of the shares existing at 31 December 2012 (see Note 26 to the accompanying consolidated financial statements). At the date of issue of our report, the exchange of the hybrid financial instruments and the reduction of the par value of the Bankia shares had not yet taken place and, accordingly, it was not possible to ascertain the precise impact that these processes will have on the distribution of the consolidated equity of the Bankia Group among the various items forming it at 31 December 2012. Furthermore, in relation to the commitments assumed by the BFA Group in the Recapitalisation Plan and pursuant to Additional Provision Nine of Law 9/2012, which obliges credit institutions meeting certain conditions to transfer the assets included in Additional Provision Eight of Law 9/2012 to the Bank Restructuring Asset Management Company ("SAREB"), in December 2012 the transfer from the Bankia Group to | 5 |
1cons | 61502351.txt_0 | 61502351.txt | Phoenix IT Group plc Annual Report and Accounts for the year ended 31 March 2011
making it possible
About us Phoenix IT Group companies provide managed IT infrastructure support services, including systems management, communications, remote telephone support, high-touch field services, project and consultancy services, business continuity and business availability services.
complete solutions
Phoenix IT Group plc
www.phoenixitgroup.com
01
Annual Report and Accounts 2011
stock code: pnx
Highlights
Our Performance
Corporate Governance
Financial Statements
Financial Performance
Group revenues increased 10.5% to £271.6m (2010: £245.8m) Underlying profit from operations(1) increased 4.6% to £36.0m (2010: £34.4m) Underlying profit before tax (2) increased by 8.7% to £32.0m (2010: £29.5m) Underlying diluted earnings per share(2) increased 5.5% to 30.6p (2010: 29.0p)
Proposed final dividend of 7.00p per share, a 62.8% increase in total dividend to 10.50p per share (2010: 6.45p) reflecting rebasing of dividend policy and the Boards confidence in the future
Retirement benefit obligation reduced to £0.7m (2010: £5.1m)
Good cash generation and further reduction in net debt (including finance leasing) of £5.5m to £62.4m (2010: £67.9m)
Statutory Performance
Profit before tax increased to £25.3m (2010: £25.2m)
Profit from operations decreased to £29.6m (2010: £30.1m)
Diluted earnings per share decreased to 24.2p (2010: 24.6p)
Basic earnings per share decreased to 25.0p (2010: 25.4p)
Operational Highlights
Integration of three large outsource contracts won during 2010 now complete
ICM and Servo divisions merged from 4 April 2011, benefits coming through as expected
Targeted investment in Hosting and "Cloud" Services to meet growing demand
Continuing high demand for managed hosting
New banking facilities materially increase the financial resources of the Group
Good cash generation and further reduction in net debt (including finance leases | 0 |
1cons | 61502351.txt_1 | 61502351.txt | .50p per share (2010: 6.45p) reflecting rebasing of dividend policy and the Boards confidence in the future
Retirement benefit obligation reduced to £0.7m (2010: £5.1m)
Good cash generation and further reduction in net debt (including finance leasing) of £5.5m to £62.4m (2010: £67.9m)
Statutory Performance
Profit before tax increased to £25.3m (2010: £25.2m)
Profit from operations decreased to £29.6m (2010: £30.1m)
Diluted earnings per share decreased to 24.2p (2010: 24.6p)
Basic earnings per share decreased to 25.0p (2010: 25.4p)
Operational Highlights
Integration of three large outsource contracts won during 2010 now complete
ICM and Servo divisions merged from 4 April 2011, benefits coming through as expected
Targeted investment in Hosting and "Cloud" Services to meet growing demand
Continuing high demand for managed hosting
New banking facilities materially increase the financial resources of the Group
Good cash generation and further reduction in net debt (including finance leases)
Continuing high demand for managed hosting (35% increase in annual contract base)
Strong platform for future growth
(1) Underlying -- adjusted for non-recurring items £3.3m (2010: £1.2m) and amortisation of acquired intangibles.
(2) Underlying -- adjusted for non-recurring items £3.6m (2010: £1.2m) and amortisation of acquired intangibles.
Our Perfomance
Highlights
01
Chairman's Statement
02
Business Review
03
Chief Executive's Review
03
Finance Review
06
Corporate Governance
Board of Directors
10
Directors' Report
11
Corporate Governance
14
Corporate Social Responsibility
17
Directors' Responsibilities Statement
18
Audit Committee Report
19
Directors' Remuneration Report
20
Financial Statements
Independent Auditor's Report
on the Group Financial Statements
25
Consolidated Statement of Income
26
Consolid | 1 |
1cons | 61502351.txt_2 | 61502351.txt | )
Continuing high demand for managed hosting (35% increase in annual contract base)
Strong platform for future growth
(1) Underlying -- adjusted for non-recurring items £3.3m (2010: £1.2m) and amortisation of acquired intangibles.
(2) Underlying -- adjusted for non-recurring items £3.6m (2010: £1.2m) and amortisation of acquired intangibles.
Our Perfomance
Highlights
01
Chairman's Statement
02
Business Review
03
Chief Executive's Review
03
Finance Review
06
Corporate Governance
Board of Directors
10
Directors' Report
11
Corporate Governance
14
Corporate Social Responsibility
17
Directors' Responsibilities Statement
18
Audit Committee Report
19
Directors' Remuneration Report
20
Financial Statements
Independent Auditor's Report
on the Group Financial Statements
25
Consolidated Statement of Income
26
Consolidated Statement of Comprehensive Income 27
Consolidated Balance Sheet
28
Consolidated Statement of Changes in Equity
29
Consolidated Cash Flow Statement
30
Notes to the Consolidated Financial Statements 31
Independent Auditor's Report
on the Company Financial Statements
63
Company Balance Sheet
64
Notes to the Company Financial Statements
65
Five Year Summary
69
Company Information
Notice of Annual General Meeting
70
Advisers and Financial Calendar
74
Company Information
02
Chairman's Statement
Peter Bertram
"I am pleased to report that Phoenix IT Group plc has had a successful year with all three divisions delivering organic growth in both revenue and underlying profit from operations."
Review of the Year I am pleased to report that Phoenix IT Group plc has had a successful year with all three divisions delivering organic growth in both revenue and underlying profit(1) from operations, and the Group continues to be cash generative. We have completed the integration of ICM and Servo into a single end-user business and following the investments made during the year in increasing hosting capacity and capability we are well | 2 |
1cons | 61502351.txt_3 | 61502351.txt | ated Statement of Comprehensive Income 27
Consolidated Balance Sheet
28
Consolidated Statement of Changes in Equity
29
Consolidated Cash Flow Statement
30
Notes to the Consolidated Financial Statements 31
Independent Auditor's Report
on the Company Financial Statements
63
Company Balance Sheet
64
Notes to the Company Financial Statements
65
Five Year Summary
69
Company Information
Notice of Annual General Meeting
70
Advisers and Financial Calendar
74
Company Information
02
Chairman's Statement
Peter Bertram
"I am pleased to report that Phoenix IT Group plc has had a successful year with all three divisions delivering organic growth in both revenue and underlying profit from operations."
Review of the Year I am pleased to report that Phoenix IT Group plc has had a successful year with all three divisions delivering organic growth in both revenue and underlying profit(1) from operations, and the Group continues to be cash generative. We have completed the integration of ICM and Servo into a single end-user business and following the investments made during the year in increasing hosting capacity and capability we are well positioned to take advantage of the market shift towards "Cloud" computing in both of our end-user and Partner Services divisions. The breadth of services that we can offer via the merged end-user division leads us to anticipate further growth in managed hosting and "Cloud" services into the current Financial Year. Whilst growth predictions are more cautious in respect of the Partner Services division, the Group has a diverse customer base and retains good visibility of forward revenues giving a strong platform on which to build for the future.
A review of the year's trading and results is given in the Business Review.
Results Group revenues increased as expected by 10.5% to £271.6m (2010: £245.8m) and profit before tax increased by 0.7% to £25.3m (2010: £25.2m). Underlying(2) profit before tax increased by 8.7% to £32.0m (2010: £29.5m). Diluted earnings per share decreased by 1.6% to 24.2p (2010: 24.6p) and underlying(2) diluted earnings per share increased by 5.5% to 30.6p (2010: 29.0p). The Group continues to be | 3 |
1cons | 61502351.txt_b0 | 61502351.txt | relevant member') to enjoy information rights (the 'nominated person') does not have a right to appoint any proxies under note 1 above. However, a nominated person may have a right under an agreement with the relevant member to be appointed or to have somebody else appointed as a proxy for the Meeting. If a nominated person does not have such a right or has such a right and does not wish to exercise it, he may have a right under an agreement with the relevant member to give instructions as to the exercise of voting rights.
Company Information
74
Advisers
Phoenix IT Group plc
Financial advisers & stockbrokers
Registered in England 03476115
Investec Investment Banking
2 Gresham Street
Registered office
London
Technology House
EC2V 7QP
Hunsbury Hill Avenue
Northampton
Numis Securities Limited
NN4 8QS
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT
Auditors
Deloitte LLP
2 New Street Square
London
EC4A 3BZ 26
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Financial Calendar
Annual General Meeting Ex dividend date Record date for dividend Dividend payment date
28 July 2011 15 June 2011 17 June 2011 3 August 2011
Principal bankers Royal Bank of Scotland 152 Silbury Boulevard Milton Keynes MK9 1LT
Solicitors Nabarro LLP Lacon House 84 Theobalds Road London WC1X 8RW
Financial public relations Financial Dynamics Limited Holborn Gate Southampton Buildings London WC2A 1PB
Remuneration consultants Aon Hewitt Limited 6 More London Place London SE1 2DA
Phoenix IT Group plc
www.phoenixitgroup.com
75
Annual Report and Accounts 2011
stock code: pnx
Shareholder Notes
Company Information
76
Phoenix IT Group plc Technology House, Hunsbury Hill Avenue, Northampton, NN4 8QS
t: +44 (0) 1604 769000 f: +44 (0) 1604 764323
www.phoenixitgroup.com
| 4 |
1cons | 61502351.txt_b1 | 61502351.txt | date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting from at least 15 minutes prior to and until the conclusion of the Annual General Meeting.
13. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or the answer has already been given on a website in the form of an answer to a question; or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
14. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found on the Company's website, www.phoenixitgroup.com.
15. You must not use any electronic address provided either in the notice of meeting or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.
16. A person who is not a member of the Company but has been nominated by a member of the Company (the `relevant member') to enjoy information rights (the 'nominated person') does not have a right to appoint any proxies under note 1 above. However, a nominated person may have a right under an agreement with the relevant member to be appointed or to have somebody else appointed as a proxy for the Meeting. If a nominated person does not have such a right or has such a right and does not wish to exercise it, he may have a right under an agreement with the relevant member to give instructions as to the exercise of voting rights.
Company Information
74
Advisers
Phoenix IT Group plc
Financial advisers & stockbrokers
Registered in England 03476115
Investec Investment Banking
2 Gresham Street
Registered office
London
Technology House
EC2V 7QP
Hunsbury Hill Avenue
Northampton
Numis Securities Limited
NN4 8QS
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT
Auditors
Deloitte LLP
2 New Street Square
London
EC4A 3BZ 26
Regist | 5 |
1cons | 61614581.txt_0 | 61614581.txt | 2011
Annual Report and Accounts 30 September 2011
Electronic Data Processing PLC
About EDP
Electronic Data Processing PLC is a leading supplier of advanced technology Software Solutions. These include ERP solutions for the Merchanting/Wholesale Distribution Industry, e-business, application hosting and Sales Intelligence Solutions together with a comprehensive range of customer support and education services.
Our values
>W e believe in conducting our business activities with integrity, building mutually beneficial long-term relationships with all our customers, providing the highest levels of professional service at every stage.
>W e are committed to delivering superior value in our products and services to our customers, on a continuing basis.
>W e respect the individuality of each member of our staff fostering an environment where creativity and productivity are encouraged, valued and rewarded.
>W e are dedicated to creating value for shareholders by performing in a manner which will enhance return on investment.
Electronic Data Processing PLC is incorporated in England and Wales under Registration Number 853560
4
Electronic Data Processing PLC annual report and accounts 2011
Key Highlights
Overview
Business review
Corporate governance
Financial statements
>Turnover maintained at £5.6 million (2010: £5.58 million) despite tough trading conditions
>Contracted recurring revenues remain strong representing 79% of total revenue (2010: 77%)
>Adjusted operating profit £689,000 (2010: £704,000), gives an underlying operating margin of 12.3% (2010: 12.6%). After eliminating one-off property charges this increases to £779,000 (operating margin: 13.9%)
>Pre-tax profit £896,000 (2010: £584,000) includes £335,000 profit on disposal of former head office
>Hosting revenues increase further and now represent 34% of total revenues (2010: 30%) as customers continue to elect to have their software delivered through the "cloud"
>Continuing commitment to R&D expenditure of £0.9 million in the year
>Strong debt-free balance sheet; cash balances of £5.1 million at 30 September 2011 (2010: £2.8 million) will be used to further develop the business
>Final dividend maintained at 2.0p per share
In this report
02 Chairman's Statement 03 Chief Executive's Statement 06 Directors and Advisers 08 Directors' Report 11 | 0 |
1cons | 61614581.txt_1 | 61614581.txt | £5.6 million (2010: £5.58 million) despite tough trading conditions
>Contracted recurring revenues remain strong representing 79% of total revenue (2010: 77%)
>Adjusted operating profit £689,000 (2010: £704,000), gives an underlying operating margin of 12.3% (2010: 12.6%). After eliminating one-off property charges this increases to £779,000 (operating margin: 13.9%)
>Pre-tax profit £896,000 (2010: £584,000) includes £335,000 profit on disposal of former head office
>Hosting revenues increase further and now represent 34% of total revenues (2010: 30%) as customers continue to elect to have their software delivered through the "cloud"
>Continuing commitment to R&D expenditure of £0.9 million in the year
>Strong debt-free balance sheet; cash balances of £5.1 million at 30 September 2011 (2010: £2.8 million) will be used to further develop the business
>Final dividend maintained at 2.0p per share
In this report
02 Chairman's Statement 03 Chief Executive's Statement 06 Directors and Advisers 08 Directors' Report 11 Corporate Governance 14 Directors' Remuneration Report 17Statement of Directors' Responsibilities 18 Independent Auditor's Report 20 Consolidated Income Statement 20Consolidated Statement of
Comprehensive Income
21 Consolidated Balance Sheet
22Consolidated Statement of Changes in Equity
23 Consolidated Cash Flow Statement
24Notes to the Consolidated Financial Statements
39 Company Balance Sheet
40Notes to the Company Financial Statements
48 Five Year Statistical Record
49 Notice of Meeting
Visit us online
More information for investors, including reports, announcements and notices at www.edp.co.uk
Electronic Data Processing PLC annual report and accounts 2011
1
Notice of meeting
Chairman's Statement
Michael Heller
Summary
·Turnover for the year to 30 September 2011 remained steady at £5.60 million compared to £5.58 million the previous year
·Our application hosting revenues have increased and during the year under review they represented 34% of turnover, up from 30% last year
·T he Board is proposing to maintain the final dividend at 2.0p per share
Continued uncertainty in the UK economy has meant that trading conditions in the markets we address have remained extremely tough. That we have maintained | 1 |
1cons | 61614581.txt_2 | 61614581.txt | Corporate Governance 14 Directors' Remuneration Report 17Statement of Directors' Responsibilities 18 Independent Auditor's Report 20 Consolidated Income Statement 20Consolidated Statement of
Comprehensive Income
21 Consolidated Balance Sheet
22Consolidated Statement of Changes in Equity
23 Consolidated Cash Flow Statement
24Notes to the Consolidated Financial Statements
39 Company Balance Sheet
40Notes to the Company Financial Statements
48 Five Year Statistical Record
49 Notice of Meeting
Visit us online
More information for investors, including reports, announcements and notices at www.edp.co.uk
Electronic Data Processing PLC annual report and accounts 2011
1
Notice of meeting
Chairman's Statement
Michael Heller
Summary
·Turnover for the year to 30 September 2011 remained steady at £5.60 million compared to £5.58 million the previous year
·Our application hosting revenues have increased and during the year under review they represented 34% of turnover, up from 30% last year
·T he Board is proposing to maintain the final dividend at 2.0p per share
Continued uncertainty in the UK economy has meant that trading conditions in the markets we address have remained extremely tough. That we have maintained our revenues against this background can be attributed to the quality of our software products.
Turnover for the year to 30 September 2011 remained steady at £5.60 million compared to £5.58 million the previous year.
Continued uncertainty in the UK economy has meant that trading conditions in the markets we address have remained extremely tough. That we have maintained our revenues against this background can be attributed to the quality of our software products.
Statutory pre-tax profit for the year was £896,000 (2010:£584,000) which included £335,000 profit on sale of property (2010: nil). Adjusted operating profit was £689,000 (2010: £704,000) giving an operating margin of 12.3% (2010: 12.6%). This underlying, "cash-based" measure of our profitability excludes non-cash IFRS charges and credits.
Once again our application hosting revenues have increased and during the year under review they represented 34% of turnover, up from 30% last year. Contracted recurring revenues, which principally relate to annual hosting fees and annual software charges, were 79% of turnover (2010: 77%).
We have maintained our total research and development expenditure at £892,000 during | 2 |
1cons | 61614581.txt_3 | 61614581.txt | our revenues against this background can be attributed to the quality of our software products.
Turnover for the year to 30 September 2011 remained steady at £5.60 million compared to £5.58 million the previous year.
Continued uncertainty in the UK economy has meant that trading conditions in the markets we address have remained extremely tough. That we have maintained our revenues against this background can be attributed to the quality of our software products.
Statutory pre-tax profit for the year was £896,000 (2010:£584,000) which included £335,000 profit on sale of property (2010: nil). Adjusted operating profit was £689,000 (2010: £704,000) giving an operating margin of 12.3% (2010: 12.6%). This underlying, "cash-based" measure of our profitability excludes non-cash IFRS charges and credits.
Once again our application hosting revenues have increased and during the year under review they represented 34% of turnover, up from 30% last year. Contracted recurring revenues, which principally relate to annual hosting fees and annual software charges, were 79% of turnover (2010: 77%).
We have maintained our total research and development expenditure at £892,000 during the year (2010: £891,000) as we have continued to enhance both of our latest software products Quantum VS and Vecta. As previously, those elements of our development expenditure which fulfil the specific requirements under IFRS have been capitalised; the balance has been expensed through the income statement. Further details are provided in the Chief Executive's Statement.
As reported, in October 2010 we completed the sale of Beauchief Hall, our former freehold head office building in Sheffield for £2.3 million. This generated a profit during the year of £335,000. In June we completed the move to smaller, more modern premises.
Working capital management and cash collections have remained of the utmost importance. Bad debts have been minimal during the year. One of our strengths is that no single customer accounts for more than 6% of our total revenues.
Net assets at 30 September 2011 were £7.3 million compared with £6.7 million at 30 September 2010. In addition to the profit on disposal of Beauchief Hall this also reflects a modest improvement of £95,000 in the position of the Group's defined benefit pension scheme.
Year-end cash balances increased to £5.1 million from £2.8 million | 3 |
1cons | 61614581.txt_b0 | 61614581.txt | 12 March 2012 shall be disregarded in determining the rights of any person to attend and vote at the meeting.
9.The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
10.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.
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies takes precedence.
12.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).
13. For details on how to change your proxy instructions or revoke your proxy appointment, see the notes to the notice of meeting.
14. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.
Business Reply Licence Number RSBH-UXKS-LRBC
Third fold and tuck in
PXS 34 Beckenham Road Beckenham BR3 4TU
First fold
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4th Floor, Fountain Precinct, Balm Green, Sheffield S1 2JA Telephone: 0114 262 2000 www.edp.co.uk
Electronic Data Processing PLC Annual Report and Accounts 2011
| 4 |
1cons | 61614581.txt_b1 | 61614581.txt | , must be transmitted so as to be received by our agent, Capita Registrars, with CREST ID RA10 by 12 noon on 12 March 2012. See the notes to the notice of meeting for further information on proxy appointment through CREST.
6.A member may appoint a proxy of its own choice. If the name of the member's choice is not entered in the space provided on the proxy form, the return of the proxy form duly signed will authorise the Chairman of the meeting to act as that member's proxy.
7.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. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
8.The Company has specified that only those members entered on the register of members at 12 noon on 12 March 2012 shall be entitled to attend and vote at the meeting. Changes to the register after 12 noon on 12 March 2012 shall be disregarded in determining the rights of any person to attend and vote at the meeting.
9.The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
10.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.
11. If you submit more than one valid | 5 |
1cons | 60530320.txt_0 | 60530320.txt | ANNUAL REPORT 2003
Side view of the Olympic MPC
TABLE OF CONTENTS
Chairman of the Board of Directors - Statement Fiscal Year 2003 - Highlights Michaniki Group Activities in Construction Industrial Activities Real Estate Development Services Energy Construction Sector Michaniki Group - Financial Highlights Michaniki S.A. - Financial Highlights Michaniki S.A. Shareholders Michaniki S.A. Investments Quality Assurance - Environment Michaniki S.A. Board of Directors Michaniki S.A. Management Organizational Chart Current Developments and Prospects Social Responsibility Michaniki S.A. Share Price Charts Dividend Policy Projects Under Construction (photos) Financial Statements 2003 - Michaniki Group and Michaniki S.A. Subsidiaries (addresses)
page 4 page 7 page 13 page 15 page 21 page 28 page 35 page 37 page 39 page 42 page 46 page 49 page 49 page 51 page 52 page 53 page 54 page 56 page 60 page 62 page 63 page 65
page 77 page 87
CHAIRMAN OF THE BOARD OF DIRECTORS - STATEMENT
Dear Shareholders, 2003 was a very important year for Michaniki as the company achieved a further expansion of its market share and a significant improvement of its financial results, with direct benefits for its shareholders and employees. Moreover, prospects for the group are favourable as crucial issues relating to free-market principles and transparency in procedures of public works tenders seem to have taken the path of resolution. The establishment of a more fair framework allowing companies to compete on an equal footing in public works tenders will strengthen the competitiveness of Greece's construction sector and benefit the local economy. Michaniki views positively the intention of the State and the new government to introduce an independent authority to oversee procedures in public works tenders and procurements. The European Union's directives were also an important catalyst in this direction. The primary aim is to ensure that tenders for major public works - that also involve European Union funding - are executed in a more just and competitive environment. The organisation of the Olympic Games in August 2004 by the city of Athens has provided business opportunities to many sectors of Greece's economy, with the construction business getting an important share. Research by Greek institutes and foreign investment firms share the view that after the Olympic Games and until 2012, the domestic construction sector will continue to grow faster in comparison with the European average. The underlying factors identified by these reports include the increased need for infrastructure upgrading, mainly in rural | 0 |
1cons | 60530320.txt_1 | 60530320.txt | share and a significant improvement of its financial results, with direct benefits for its shareholders and employees. Moreover, prospects for the group are favourable as crucial issues relating to free-market principles and transparency in procedures of public works tenders seem to have taken the path of resolution. The establishment of a more fair framework allowing companies to compete on an equal footing in public works tenders will strengthen the competitiveness of Greece's construction sector and benefit the local economy. Michaniki views positively the intention of the State and the new government to introduce an independent authority to oversee procedures in public works tenders and procurements. The European Union's directives were also an important catalyst in this direction. The primary aim is to ensure that tenders for major public works - that also involve European Union funding - are executed in a more just and competitive environment. The organisation of the Olympic Games in August 2004 by the city of Athens has provided business opportunities to many sectors of Greece's economy, with the construction business getting an important share. Research by Greek institutes and foreign investment firms share the view that after the Olympic Games and until 2012, the domestic construction sector will continue to grow faster in comparison with the European average. The underlying factors identified by these reports include the increased need for infrastructure upgrading, mainly in rural Greece, the modernisation of the local transportation network, the penetration of Greek firms into neighbouring markets and the historically low level of interest rates that increase demand for real estate. In 2003, there was a significant increase in profitability both for Michaniki S.A. and the Michaniki Group of Companies. According to the Balance Sheet for the year 2003, Michaniki S.A. pre-tax profit were increased by 60.79% reaching 12.2 million euros compared to 7.60 million euros in 2002. The turnover of Michaniki S.A. grew 53.75% in 2003 to 109.54 million euros from 71.25 million euros in 2002. At a group level, pre-tax profit grew 19.6% to 16.72 million euros, from 13.98 million euros in the previous year. Michaniki Group total turnover reached 152.12 million euros in 2003, versus 121.22 million in 2002, marking an annual increase of 25.49%. Based on the aforementioned financial results, Michaniki's Board of Directors is pleased to propose to the company's annual shareholders meeting the payout of a 0.10 euro dividend per share, for both the common and preferred shares, which corresponds to a dividend yield close to | 1 |
1cons | 60530320.txt_2 | 60530320.txt | Greece, the modernisation of the local transportation network, the penetration of Greek firms into neighbouring markets and the historically low level of interest rates that increase demand for real estate. In 2003, there was a significant increase in profitability both for Michaniki S.A. and the Michaniki Group of Companies. According to the Balance Sheet for the year 2003, Michaniki S.A. pre-tax profit were increased by 60.79% reaching 12.2 million euros compared to 7.60 million euros in 2002. The turnover of Michaniki S.A. grew 53.75% in 2003 to 109.54 million euros from 71.25 million euros in 2002. At a group level, pre-tax profit grew 19.6% to 16.72 million euros, from 13.98 million euros in the previous year. Michaniki Group total turnover reached 152.12 million euros in 2003, versus 121.22 million in 2002, marking an annual increase of 25.49%. Based on the aforementioned financial results, Michaniki's Board of Directors is pleased to propose to the company's annual shareholders meeting the payout of a 0.10 euro dividend per share, for both the common and preferred shares, which corresponds to a dividend yield close to 5.0% for the common and 7.0% for the preferred shares.
4
CHAIRMAN OF THE BOARD OF DIRECTORS - STATEMENT
The increase of the dividend per share compared with 2002 - when the company paid a dividend of 0.034 euro for the common and 0.058 euro for the preferred shares - amounts to 194% for the common share and 70% for the preferred shares. In order to support the market value of the company's shares, Management has implemented a share buyback programme and in addition it has distributed bonus shares at a ratio of two bonus shares for every ten outstanding. The implementation of this strategy led to a significant rebound in the common share's price, which in 2003, exceeded 110% and a corresponding increase of 65% in the preferred share's price, while during the same time period, the Construction Index of the Athens Stock Exchange lost 5.27%. Moreover, the common share of Michaniki S.A. has been included in the new cross-border Mediterranean 100 stock index which comprises some of the largest in capitalisation listed companies from Greece, Israel and Cyprus. It is also important to mention that Michaniki's common share was included in Morgan Stanley Capital International's (MSCI) | 2 |
1cons | 60530320.txt_3 | 60530320.txt | 5.0% for the common and 7.0% for the preferred shares.
4
CHAIRMAN OF THE BOARD OF DIRECTORS - STATEMENT
The increase of the dividend per share compared with 2002 - when the company paid a dividend of 0.034 euro for the common and 0.058 euro for the preferred shares - amounts to 194% for the common share and 70% for the preferred shares. In order to support the market value of the company's shares, Management has implemented a share buyback programme and in addition it has distributed bonus shares at a ratio of two bonus shares for every ten outstanding. The implementation of this strategy led to a significant rebound in the common share's price, which in 2003, exceeded 110% and a corresponding increase of 65% in the preferred share's price, while during the same time period, the Construction Index of the Athens Stock Exchange lost 5.27%. Moreover, the common share of Michaniki S.A. has been included in the new cross-border Mediterranean 100 stock index which comprises some of the largest in capitalisation listed companies from Greece, Israel and Cyprus. It is also important to mention that Michaniki's common share was included in Morgan Stanley Capital International's (MSCI) Greece Small Cap stock index. The company will continue to widen its presence mainly in the three following sectors: public and private construction projects, energy related projects, and in real estate development. As regards activities abroad, Michaniki already has a strong presence in certain eastern European markets, investing capital and taking advantage of major opportunities in real estate development that can contribute important earnings to the Group. After the successful investment programme in Odessa, Ukraine, the company pursued expansion plans in the Ukrainian capital, Kiev, as well as in Sofia, Bulgaria. Recently Michaniki established a new subsidiary in Russia, with headquarters in Moscow and a branch office in St Petersburg. Michaniki is confident that its role and activities in the domestic and in regional markets will grow for the benefit of its shareholders, its employees and the local economies.
Prodromos S. Emfietzoglou
Chairman of the Board of Directors
5
Buildings of the Olympic Village
6
HIGHLIGHTS OF FISCAL YEAR 2003
New and Supplementary Construction Projects In 2003 MICHANIKI signed new construction contracts worth a total of 107.569 million euros. MICHANIKI S.A. construction group signed a 14.4 | 3 |
1cons | 60530320.txt_b0 | 60530320.txt | Evias, 34 100 Halkida, Greece Tel.: +3022210-24 823, +3022210-24 821, Fax: +3022210-24 649
e-mail:info@hpw.gr http://www.hpw.gr
HELLENIC WOOD INDUSTRY S.A.
4th km. Sapes - Komotini, 693 00 Sapes, Greece Tel.: +3025230-23 024, Fax: +3025230-23 122
MARMARA KAVALAS S.A.
8th km.Kavala -Xanthi National Road, 853 00 Kavala, Greece Tel.: +302510 317 181(-6), Fax: +302510 317 189 e-mail:info@marmarakavalas.com http://www.marmarakavalas.com
MICHANIKI REAL ESTATE S.A.
91 Megalou Alexandrou st., 151 24 Maroussi Athens, Greece Tel.: +30210 809 7100, Fax: +30210 614 3359 e-mail :real.estate@michaniki.gr
MICHANIKI BULGARIA S.A.
Sofia 1000, 5 Fridtjof Nansen Blvd Tel: 00359-2-981 7481, Fax: 00359-2-981 7463
MICHANIKI UKRAINE
Greek Square 3 - 4, 65026 Odessa, Ukraine Tel: 0038-048-738 44 00, Fax: 0038-048-738 44 05
THOLOS S.A.
91 Megalou Alexandrou st., 151 24 Maroussi Athens, Greece Tel.: +30210-809 7100, +30210-614 3340, Fax: +30210-8097145
86
87
George Vrachnis Communications & Investor Relations Manager 91 Megalou Alexandrou st., 151 24 Maroussi Athens, Greece Tel: +30210 8097100, Fax: +30210 8097145
e-mail: ir @ michaniki.gr http://www.michaniki.com
Design & Layout: Costas Tzimoulis Offset Printing: Davias Graphic Arts
| 4 |
1cons | 60530320.txt_b1 | 60530320.txt | 2004 THE CERTIFIED AUDITOR PUBLIC ACCOUNTANT
GEORGE ATH. SKABAVIRIAS REG. NO. (ICPA (GR)) 14661
S.O.L. S.A.
85
MICHANIKI COMPANIES (addresses)
MICHANIKI HEADQUARTERS
91 Megalou Alexandrou st., 151 24 Maroussi Athens, Greece Tel.: +30210-809 7100, +30210-614 3340, Fax: +30210-614 3359
e-mail :info@michaniki.gr http://www.michaniki.com
BALKAN EXPORT S.A.
15th km. Thessaloniki - Veria National Road, N. Aghialos, 541 00 Greece TEL.: +302310-722 601, +302310-722 605, Fax: +302310-722 514 e-mail :balkan@the.forthnet.gr http://www.balkanexport.gr
HELLENIC PIPE WORKS S.A.
Drosia Evias, 34 100 Halkida, Greece Tel.: +3022210-24 823, +3022210-24 821, Fax: +3022210-24 649
e-mail:info@hpw.gr http://www.hpw.gr
HELLENIC WOOD INDUSTRY S.A.
4th km. Sapes - Komotini, 693 00 Sapes, Greece Tel.: +3025230-23 024, Fax: +3025230-23 122
MARMARA KAVALAS S.A.
8th km.Kavala -Xanthi National Road, 853 00 Kavala, Greece Tel.: +302510 317 181(-6), Fax: +302510 317 189 e-mail:info@marmarakavalas.com http://www.marmarakavalas.com
MICHANIKI REAL ESTATE S.A.
91 Megalou Alexandrou st., 151 24 Maroussi Athens, Greece Tel.: +30210 809 7100, Fax: +30210 614 3359 e-mail :real.estate@michaniki | 5 |
1cons | 61233080.txt_0 | 61233080.txt | Annual Report 2008 / 2009
Key figures at a glance (IFRS)
Revenues Earnings before interest and taxes (EBIT) Pre-tax earnings (EBT) Consolidated net income Number of shares in fiscal year Earnings per share in EUR Equity ratio in % Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Employees at end of period (excluding Managing Board) In EUR thousand (unless otherwise stated)
Financial year 2008/2009 Financial year 2007/2008 (Jul 1, 2008 Jun 30, 2009) (Jul 1, 2007 Jun 30, 2008)
34,935 -82 44 33
3,763,352 0.01 85% 2,193 -614 3,337 90
40,115 3,371 3,461 2,257
3,750,000 0.60 79% -173 -162 -509 76
Financial calendar
November 6, 2009
November 11, 2009 December 8, 2009 February 10, 2010 May 11, 2010 September 21, 2010
3-month report 2009/2010 Analyst conference within German Equity
Forum in Frankfurt/Main Annual shareholders meeting in Hamburg
6-month report 2009/2010 9-month report 2009/2010
Annual report 2009/2010
The right tool in the right place at the rght time
KROMI Logistik AG
KROMI Logistik offers companies in the manufacturing sector end-to-end outsourcing for their supply of precision machining tools
Main focus: Machining tools for metalworking and plastics (e.g., drills) Securing a 24/7 supply of tools for customers Optimizing tool consumption with consulting and control services KROMI is manufacturer-independent Five facilities in Germany and four abroad (Slovakia, the Czech Republic, Brazil, Spain) and
active in six other European countries Current industry focus: Engineering, shipbuilding, aerospace and automotive suppliers
Kanban systems are perfect logistics solutions for replacement parts in production
Tool-Management
KROMI acquires its customers` entire stocks of machining tools Each customer`s tool requirements are individually analyzed KROMI procures all of the tools required irrespective of the manufacturer, and provides them
to the customer`s employee as and when they need them Tools are dispensed via tool dispensers (KTCs), which ensure uninterrupted production
Customer benefits:
| 0 |
1cons | 61233080.txt_1 | 61233080.txt | month report 2009/2010
Annual report 2009/2010
The right tool in the right place at the rght time
KROMI Logistik AG
KROMI Logistik offers companies in the manufacturing sector end-to-end outsourcing for their supply of precision machining tools
Main focus: Machining tools for metalworking and plastics (e.g., drills) Securing a 24/7 supply of tools for customers Optimizing tool consumption with consulting and control services KROMI is manufacturer-independent Five facilities in Germany and four abroad (Slovakia, the Czech Republic, Brazil, Spain) and
active in six other European countries Current industry focus: Engineering, shipbuilding, aerospace and automotive suppliers
Kanban systems are perfect logistics solutions for replacement parts in production
Tool-Management
KROMI acquires its customers` entire stocks of machining tools Each customer`s tool requirements are individually analyzed KROMI procures all of the tools required irrespective of the manufacturer, and provides them
to the customer`s employee as and when they need them Tools are dispensed via tool dispensers (KTCs), which ensure uninterrupted production
Customer benefits:
Focus on core business Integration in existing
business processes Significant cost savings
Prevention of deficiencies
Optimized cutting processes (costs per component)
Full supply via dispensers, eCommerce and Kanban
Table of contents
3 | To our shareholders
3 | Letter to shareholders 6 | Insight: Interview with the Managing Board 8 | Report of the Supervisory Board 12 | Corporate governance 15 | Business model 22 | KROMI`s shares - overview
26 | Group management report
26 | Business report 37 | Report on events after the balance sheet date 37 | Risk and forecast report 40 | Other notes
45 | Consolidated financial statements
45 | Consolidated balance sheet 46 | Consolidated income statement 47 | Consolidated cash flow statement 48 | Consolidated statement of changes in equity 49 | Consolidated notes 87 | Responsibility statement 88 | Auditors' opinion
2 | KROMI Annual Report 2008/2009
To our shareholders
Management report
Financial statements
Letter to shareholders | Report of the Supervisory Board | Corporate governance report Business model | KROMI share overview
KROMI Logistik AG's Managing Board (front left: Jörg Schubert, CEO, front right: U | 1 |
1cons | 61233080.txt_2 | 61233080.txt | Focus on core business Integration in existing
business processes Significant cost savings
Prevention of deficiencies
Optimized cutting processes (costs per component)
Full supply via dispensers, eCommerce and Kanban
Table of contents
3 | To our shareholders
3 | Letter to shareholders 6 | Insight: Interview with the Managing Board 8 | Report of the Supervisory Board 12 | Corporate governance 15 | Business model 22 | KROMI`s shares - overview
26 | Group management report
26 | Business report 37 | Report on events after the balance sheet date 37 | Risk and forecast report 40 | Other notes
45 | Consolidated financial statements
45 | Consolidated balance sheet 46 | Consolidated income statement 47 | Consolidated cash flow statement 48 | Consolidated statement of changes in equity 49 | Consolidated notes 87 | Responsibility statement 88 | Auditors' opinion
2 | KROMI Annual Report 2008/2009
To our shareholders
Management report
Financial statements
Letter to shareholders | Report of the Supervisory Board | Corporate governance report Business model | KROMI share overview
KROMI Logistik AG's Managing Board (front left: Jörg Schubert, CEO, front right: Uwe Pfeiffer, CFO) and the executives in front of the company's headquarters in Hamburg.
Dear shareholders,
Who could have imagined, back on July 1, 2008, what the following twelve months would bring for the global economy? Back then, at the start of fiscal year 2008/2009, which has now come to a close, we were filled with optimism for KROMI Logistik AG. And not without reason: The German export sector was booming. Our target sectors, including engineering in particular, were going from one high to the next. At the AMB industry trade fair in Stuttgart in September 2008 just before the US bank Lehman Brothers filed for insolvency - the mood was characterized a strong feeling of self-confidence, based on record-breaking figures for visitors and exhibitors and extremely positive forecasts for the future. Hardly anyone could have imagined how low the European manufacturing sector was about to fall. And then all of a sudden the landscape was marred by revenues slumping by 40%, 50%, and in some cases even more. Of course you know all of that. And yet we still want to flash back to these memories, because the fact that KROMI Logistik AG's fiscal year runs | 2 |
1cons | 61233080.txt_3 | 61233080.txt | we Pfeiffer, CFO) and the executives in front of the company's headquarters in Hamburg.
Dear shareholders,
Who could have imagined, back on July 1, 2008, what the following twelve months would bring for the global economy? Back then, at the start of fiscal year 2008/2009, which has now come to a close, we were filled with optimism for KROMI Logistik AG. And not without reason: The German export sector was booming. Our target sectors, including engineering in particular, were going from one high to the next. At the AMB industry trade fair in Stuttgart in September 2008 just before the US bank Lehman Brothers filed for insolvency - the mood was characterized a strong feeling of self-confidence, based on record-breaking figures for visitors and exhibitors and extremely positive forecasts for the future. Hardly anyone could have imagined how low the European manufacturing sector was about to fall. And then all of a sudden the landscape was marred by revenues slumping by 40%, 50%, and in some cases even more. Of course you know all of that. And yet we still want to flash back to these memories, because the fact that KROMI Logistik AG's fiscal year runs from June to June means that we have faced the full brunt of this rollercoaster ride in a single fiscal year. Our customers slammed the brakes on production and thus tool consumption almost over night. That made it difficult for us to generate new business, even though customer interest was perceptibly high in general. In the first instance, many companies in our target sectors had to work out and implement short-term survival strategies putting a tool management system in place wasn't a priority in these strategies. One of our customers, an automotive supplier, even had to file for insolvency.
KROMI Annual Report 2008/2009 | 3
Letter to shareholders | Report of the Supervisory Board | Corporate governance report Business model | KROMI share overview
As a result, it was then impossible to uphold the forecasts that we published prior to this slump, and that we were confident that we would meet. That was certainly not a pleasing prospect in February 2009. But there's good news too: KROMI Logistik has fared excellently in this difficult climate. At the same time, we have been able to achieve key strategic milestones in our company's growth during the past twelve months. In future these milestones will form key pillars for our further growth | 3 |
1cons | 61233080.txt_b0 | 61233080.txt | September 11, 2009
88 | KROMI Annual Report 2008/2009
Publication details
Published by KROMI Logistik AG Tarpenring 11 22419 Hamburg Telefon: 040/53 71 51-0 Telefax: 040/53 71 51-99 E-Mail: info@kromi.de Internet: www.kromi.de
Concept, Text and Design cometis AG Unter den Eichen 7 65195 Wiesbaden Telefon: 0611/20 58 55-0 Telefax: 0611/20 58 55-66 E-Mail: info@cometis.de
Printed by W.B. Druckerei GmbH Dr.-Ruben-Rausing-Str. 10 65239 Hochheim am Main
This report includes forward-looking statements which reflect the current views of KROMI Logistik AG's management with regard to future events. As a rule, these are shown by the use of,,should",,,expect",,,assume",,,anticipate",,,intend",,,estimate",,,aim",,,have the aim of",,,forecast",,,will be",,,desire",,,outlook" and similar expressions, and generally include information that is based on current forecasts, estimates or expectations. They are subject to risks and insecurities that are difficult to assess and not in KROMI Logistik AG`s control.
These also include factors that have an impact on the development of costs and income, for example regulatory requirements, competition that is more intense than expected, changes in technology, litigation and developments under supervisory law. If these or other risks and insecurities should occur, or if the assumptions on which the statements in this report are based should prove to be incorrect, the actual results of KROMI Logistik AG could differ greatly from the results that are expressed or implied in these statements. KROMI Logistik AG does not assume any guarantee that the forward-looking expectations and assumptions will actually occur. In addition, KROMI Logistik AG declines all responsibility for updating forward-looking statements by taking into account new information or future events.
KROMI Logistik AG
Tarpenring 11 22419 Hamburg Germany
Tel.: 040/537151-0 Fax: 040/537151-99
| 4 |
1cons | 61233080.txt_b1 | 61233080.txt | 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.
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB and give a true and fair view of the net assets, financial position, and results of operations of the Group in accordance with these requirements. 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.
Ebner Stolz Mönning Bachem GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Maertins
Public Auditor
Dührkop
Public Auditor
Hamburg, September 11, 2009
88 | KROMI Annual Report 2008/2009
Publication details
Published by KROMI Logistik AG Tarpenring 11 22419 Hamburg Telefon: 040/53 71 51-0 Telefax: 040/53 71 51-99 E-Mail: info@kromi.de Internet: www.kromi.de
Concept, Text and Design cometis AG Unter den Eichen 7 65195 Wiesbaden Telefon: 0611/20 58 55-0 Telefax: 0611/20 58 55-66 E-Mail: info@cometis.de
Printed by W.B. Druckerei GmbH Dr.-Ruben-Rausing-Str. 10 65239 Hochheim am Main
This report includes forward-looking statements which reflect the current views of KROMI Logistik AG's management with regard to future events. As a rule, these are shown by the use of,,should",,,expect",,,assume",,,anticipate",,,intend",,,estimate",,,aim",,,have the aim of",,,forecast | 5 |
1cons | 61624580.txt_0 | 61624580.txt | << zurück vor >> suchen drucken
Inhalt PALFINGER auf einen Blick
Palfinger Geschäftsbericht 2011
4
<< back forward >> search Print
Book 1
Book 2 Book 3 Book 4 Book 5
Book 6 Book 7 Book 8
PALFINGER at a Glance
Financial Highlights of the PALFINGER Group
2
How to Use this Annual Report
6
Foreword by the CEO
7
Mission Statement
8
Highlights of 2011
9
PALFINGER at a Glance
10
Strategy and Value Management
12
Definition of Performance Indicators
17
Index
18
General Information
19
Investor Relations
21
Corporate Governance Report
Information According to Sec. 243b of the Business Code
32
Governing Bodies
32
Remuneration Report
38
Code of Corporate Governance
39
Consolidated Management Report / Market Review
Economic Background
44
Industry Review
46
PALFINGER and its Competitors
51
Customers and Suppliers
53
Consolidated Management Report / Performance of PALFINGER
Business Development in 2011
60
Significant Changes
61
Legal Changes within the PALFINGER Group
63
Information According to Sec. 243a of the Business Code
64
Financial Position, Cash Flows and Result of Operations
66
Treasury
69
Risk Report
70
Research, Development and Innovation
77
Value Creation
81
Human Resources
84
Sustainability
86
Consolidated Management Report / Segments and Outlook
Performance by Segment
92
Key Events after the Balance Sheet Date
98
Outlook
99
Consolidated Financial Statements
Consolidated Financial Statements for the Year Ended 31 DEC 2011 103
Statement of Legal Representatives
173
Auditor's Report
174
Report of the Supervisory Board
176
The WorlD | 0 |
1cons | 61624580.txt_1 | 61624580.txt |
44
Industry Review
46
PALFINGER and its Competitors
51
Customers and Suppliers
53
Consolidated Management Report / Performance of PALFINGER
Business Development in 2011
60
Significant Changes
61
Legal Changes within the PALFINGER Group
63
Information According to Sec. 243a of the Business Code
64
Financial Position, Cash Flows and Result of Operations
66
Treasury
69
Risk Report
70
Research, Development and Innovation
77
Value Creation
81
Human Resources
84
Sustainability
86
Consolidated Management Report / Segments and Outlook
Performance by Segment
92
Key Events after the Balance Sheet Date
98
Outlook
99
Consolidated Financial Statements
Consolidated Financial Statements for the Year Ended 31 DEC 2011 103
Statement of Legal Representatives
173
Auditor's Report
174
Report of the Supervisory Board
176
The WorlD of Palfinger
179
Companies of the PALFINGER Group
Corporate Locations of the PALFINGER Group
0
PALFINGER Annual Report 2011
<< back forward >> search
Print
We Remain Flexible in the
Most Exciting Times Ever
PALFINGER at a Glance
Herbert Ortner
Chief Executive Officer
Financial Highlights of the PALFINGER Group PALFINGER at a Glance
<< back forward >> search Print
Financial Highlights of the PALFINGER Group
2007 1,000,000
2008
2009
2010
2011
695,623 794,839
505,365 651,793 845,677
800,000
600,000
400,000
200,000
0
Revenue
(EUR thousand)
2007 120,000
2008
2009
2010
2011
105,393 73,771 37,148 67,917
100,000
80,000
60,000
40,000
20, | 1 |
1cons | 61624580.txt_2 | 61624580.txt | of Palfinger
179
Companies of the PALFINGER Group
Corporate Locations of the PALFINGER Group
0
PALFINGER Annual Report 2011
<< back forward >> search
Print
We Remain Flexible in the
Most Exciting Times Ever
PALFINGER at a Glance
Herbert Ortner
Chief Executive Officer
Financial Highlights of the PALFINGER Group PALFINGER at a Glance
<< back forward >> search Print
Financial Highlights of the PALFINGER Group
2007 1,000,000
2008
2009
2010
2011
695,623 794,839
505,365 651,793 845,677
800,000
600,000
400,000
200,000
0
Revenue
(EUR thousand)
2007 120,000
2008
2009
2010
2011
105,393 73,771 37,148 67,917
100,000
80,000
60,000
40,000
20,000
0
(2,983)
(20,000)
EBIT (incl. associated companies)
(EUR thousand)
2007 75,000
2008
2009
2010
2011
53,025 32,577
50,044 49,118 37,662
60,000
45,000
30,000
15,000
0
Operating cash flows
(EUR thousand)
2007 7,500
2008
2009
2010
2011
6,000
3,925 4,664 4,517 4,671 5,600
4,500
3,000
1,500
0
Payroll
2
PALFINGER Annual Report 2011
<< back forward >> search
Print
Financial Highlights of the PALFINGER Group PALFINGER at a Glance
EUR thousand
Income statement Revenue EBITDA1) EBITDA margin EBIT1) EBIT margin Result before income tax Consolidated net result for the period
2011
2010
2009 | 2 |
1cons | 61624580.txt_3 | 61624580.txt | 000
0
(2,983)
(20,000)
EBIT (incl. associated companies)
(EUR thousand)
2007 75,000
2008
2009
2010
2011
53,025 32,577
50,044 49,118 37,662
60,000
45,000
30,000
15,000
0
Operating cash flows
(EUR thousand)
2007 7,500
2008
2009
2010
2011
6,000
3,925 4,664 4,517 4,671 5,600
4,500
3,000
1,500
0
Payroll
2
PALFINGER Annual Report 2011
<< back forward >> search
Print
Financial Highlights of the PALFINGER Group PALFINGER at a Glance
EUR thousand
Income statement Revenue EBITDA1) EBITDA margin EBIT1) EBIT margin Result before income tax Consolidated net result for the period
2011
2010
2009
2008
2007
845,677 96,764 11.4% 67,917 8.0% 57,000 41,955
651,793 59,887 9.2% 37,148 5.7% 29,833 24,225
505,365 18,483 3.7% (2,983) (0.6%)
(11,860) (7,823)
794,839 102,446
12.9% 73,771
9.3% 63,915 43,907
695,623 121,031
17.4% 105,393
15.2% 102,392
73,978
Balance sheet Total assets Non-current operating assets Net working capital (as at the reporting date)2) Capital employed (as at the reporting date)2) Equity2) Equity ratio Net debt Gearing
739,774 385,746 133,899 519,645 352,780
47.7% 166,876
47.3%
677,431 378,101 102,602 480,703 319,891
47.2% 160,9 | 3 |
1cons | 61624580.txt_b0 | 61624580.txt | Pacific Pte. Ltd. · 16 Tuas Avenue 6, Singapore 639303 Palfinger Marine Pte. Ltd. · 79 Joo Koon Circle, Singapore 629107
Slovakia
MBB Hubfix s.r.o. · Tovarenska 14, 81571 Bratislava
Slovenia
Palfinger Marine d.o.o., Maribor · Spelina Ulica 22, 2000 Maribor Palfinger Proizvodnja d.o.o. · Jaskova 18, 2001 Maribor
Corporate locations
Dealer
USA
Composite Works, LLC · 341 NW 122nd Street, Oklahoma City, OK 73114, Oklahoma Equipment Technology, LLC · 341 NW 122nd Street, Oklahoma City, OK 73114, Oklahoma Interlift, Inc. · 15939 Piuma Avenue, Cerritos, CA 90703,California Omaha Standard, Inc. · 3501 South 11th Street, Council Bluffs, IA 51501, Iowa · 572 Whitehead Road, Suite 301, Trenton, NJ 08619, New Jersey Palfinger USA, Inc. · 4151 West State Route 18, Tiffin, OH 44883, Ohio Palfleet Truck Equipment, Co. · 2490 Pinson Valley Parkway, Birmingham, AL 35217, Alabama · 5178 Old Dixie Highway, Forest Park, Atlanta, GA 30297, Georgia · 4101 Trailer Drive, Charlotte, NC 28269, North Carolina · 3030 Irving Boulevard, Dallas, TX 75247, Texas · 6700 Powerline Road, Fort Lauderdale, FL 75247, Florida · 2770 Bluff Road, Indianapolis, IN 46225, Indiana · 5620 Fern Valley Road, Louisville, KY 40228, Kentucky · 2109 South 35th Street, Council Bluffs, IA 51501, Iowa · 1801 Lebanon Pike, Nashville, TN 37210, Tennessee · 4151 West State Route 18, Tiffin, OH 44883, Ohio
Vietnam
Ned-Deck Marine Vietnam Co. Ltd. · 7 Phan Huy Chu, Hoan Kiem, Hanoi · Road D2, Area D, IZ Pho Noi A, Hung Yen
www.palfinger.com
Palfinger AG
Franz-Wolfram-Scherer-StraSSe 24 5020 Salzburg Austria
| 4 |
1cons | 61624580.txt_b1 | 61624580.txt | .l. · Via Dante Aleghieri 50, 42023 Cadelbosco di Sopra
Netherlands
Fast RSQ B.V. · Ambachtsweg 10, 3771 MG Barneveld Ned-Deck Marine B.V. · Ambachtsweg 10, 3771 MG Barneveld
Norway
Palfinger Marine Services AS · Skålegato 50, Box 134, 5486 Rosendal
Romania
NDM Romania S.r.l. · Str Unirii Nr. 1, Ap. 27j, Cluj-Napoca Nimet Srl · 137121, Lazuri, Comisani
Russia
PALFINGER AG (office) · Ulitza Marata, 4749, Litera A, Office 501, 191002,
St. Petersburg Palfinger Crane Rus LLC · Parkovaya Ulitza, 7, 196084, St. Petersburg INMAN ZAO · 2 Pervootkryvateley Baschkirskoy Nefti, 453210, Ishimbay,
Respublika Bashkortostan
Singapore
Palfinger Asia Pacific Pte. Ltd. · 16 Tuas Avenue 6, Singapore 639303 Palfinger Marine Pte. Ltd. · 79 Joo Koon Circle, Singapore 629107
Slovakia
MBB Hubfix s.r.o. · Tovarenska 14, 81571 Bratislava
Slovenia
Palfinger Marine d.o.o., Maribor · Spelina Ulica 22, 2000 Maribor Palfinger Proizvodnja d.o.o. · Jaskova 18, 2001 Maribor
Corporate locations
Dealer
USA
Composite Works, LLC · 341 NW 122nd Street, Oklahoma City, OK 73114, Oklahoma Equipment Technology, LLC · 341 NW 122nd Street, Oklahoma City, OK 73114, Oklahoma Interlift, Inc. · 15939 Piuma Avenue, Cerritos, CA 90703,California Omaha Standard, Inc. · 3501 South 11th Street, Council Bluffs, IA 51501, Iowa · 572 Whitehead Road, Suite 301, Trenton, NJ 08619, New Jersey Palfinger USA, Inc. · 4151 West State Route 18 | 5 |
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