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1cons | 60745256.txt_0 | 60745256.txt | ANNUAL REPORT 2005
ANNUAL REPORT 2005
ANTENA 3 ANNUAL REPORT 2005
Chairman's Statement Chief Executive's Report
2005 HIGHLIGHTS
Financial Results ANTENA 3 TELEVISION Audience Figures ANTENA 3 TELEVISION Image Ratings A growing Multimedia Group
ANTENA 3 GROUP
ANTENA 3 TELEVISION Shareholders
ANTENA 3 TELEVISION IN THE STOCK MARKET
ANTENA 3 TELEVISION
2005 A highly successful year ANTENA 3 TELEVISION Programmes ANTENA 3 TELEVISION Image Ratings 15th Anniversary Recognition of success
MULTIMEDIA AND MOVIERECORD
UNIPREX
UNIPUBLIC
ATRES ADVERTISING
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT 2005
ANNUAL CORPORATE GOVERNANCE REPORT 2005
3
6 8
11
12 13 16 17
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27
35
36 38 40 44 45
47
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59
63
69
75
175
CHAIRMAN'S STATEMENT
CHAIRMAN'S STATEMENT
You will agree with me how gratifying it is to see dreams come true, especially when at first sight they may appear impossible to realize. If the dreamer is also a businessman, the feeling of satisfaction becomes mixed with many other feelings some of them highly personal that cannot always be expressed in words. All I can say is that I am extremely happy, proud and grateful to be chairman of GRUPO ANTENA 3. My gratitude goes to the Board of Directors, the management team and all the employees of the different GROUP companies, whose efforts, hard work and dedication meant that 2005 was another year for the history books for GRUPO ANTENA 3. Work well done was the key to overcoming the difficulties faced some expected, others unforeseen and reaching new heights in terms of business profitability and efficiency.
I also wish to express my thanks for the trust our shareholders have placed in the Company. Their continued support has been rewarded by an excellent year on the stock market: ANTENA 3 TV shares rose by 52% in 2005, once again tripling the average of the IBEX-35, Spain's selective stock index in which ANTENA 3 TV was included on 8 July.
CHAIRMAN'S STATEMENT
ANTENA 3 TV's | 0 |
1cons | 60745256.txt_1 | 60745256.txt | gratifying it is to see dreams come true, especially when at first sight they may appear impossible to realize. If the dreamer is also a businessman, the feeling of satisfaction becomes mixed with many other feelings some of them highly personal that cannot always be expressed in words. All I can say is that I am extremely happy, proud and grateful to be chairman of GRUPO ANTENA 3. My gratitude goes to the Board of Directors, the management team and all the employees of the different GROUP companies, whose efforts, hard work and dedication meant that 2005 was another year for the history books for GRUPO ANTENA 3. Work well done was the key to overcoming the difficulties faced some expected, others unforeseen and reaching new heights in terms of business profitability and efficiency.
I also wish to express my thanks for the trust our shareholders have placed in the Company. Their continued support has been rewarded by an excellent year on the stock market: ANTENA 3 TV shares rose by 52% in 2005, once again tripling the average of the IBEX-35, Spain's selective stock index in which ANTENA 3 TV was included on 8 July.
CHAIRMAN'S STATEMENT
ANTENA 3 TV's stock market performance is the best reflection of the excellent progress made by the Group, which in 2005 outstripped its own record results, not only in television but also in all the other business areas in which it operates. All that translated into a highly favourable cash position which enables us, once again, to propose the Shareholders Meeting the distribution of an overall 2005 dividend of 80%, our Net Profit.
These achievements came in a year that saw major changes in the broadcasting industry. The launch of a new free-to-air operator and the birth of Digital Terrestrial Television, a project that we have supported from the start, opened up a new and fascinating scenario in Spain. And once more, increased competition acted as a stimulus for the Group reflected in the fact that ANTENA 3 TV obtained its highest viewing figures precisely in the last part of the year, coinciding with the start-up of these new channels.
Our position of leadership was also attained against a backdrop of regulatory uncertainty and ambiguity regarding the future model for statefunded television. With several questions remaining unanswered, we need also to consider to what extent other government initiatives such as the creation of Audiovisual Councils or the new Code of Corporate Governance may also conceal inter-
ventionist | 1 |
1cons | 60745256.txt_2 | 60745256.txt | stock market performance is the best reflection of the excellent progress made by the Group, which in 2005 outstripped its own record results, not only in television but also in all the other business areas in which it operates. All that translated into a highly favourable cash position which enables us, once again, to propose the Shareholders Meeting the distribution of an overall 2005 dividend of 80%, our Net Profit.
These achievements came in a year that saw major changes in the broadcasting industry. The launch of a new free-to-air operator and the birth of Digital Terrestrial Television, a project that we have supported from the start, opened up a new and fascinating scenario in Spain. And once more, increased competition acted as a stimulus for the Group reflected in the fact that ANTENA 3 TV obtained its highest viewing figures precisely in the last part of the year, coinciding with the start-up of these new channels.
Our position of leadership was also attained against a backdrop of regulatory uncertainty and ambiguity regarding the future model for statefunded television. With several questions remaining unanswered, we need also to consider to what extent other government initiatives such as the creation of Audiovisual Councils or the new Code of Corporate Governance may also conceal inter-
ventionist measures that would clearly be of concern to us. We will remain watchful, determined as ever to defend the interests of our shareholders, our customers and our investors.
Looking forward, I am convinced that we will be able to overcome the hurdles and continue to grow as a Multimedia Group. Like we did in 2005 with the acquisition of UNIPUBLIC, adding nonconventional advertising and event management arm to our existing business portfolio of television, radio, advertising and cinema.
The immediate future offers further opportunities for growth and expansion. Local Digital Terrestrial Television is one of the most important of these opportunities, as it will grant us further presence in the local markets. The creation of ANTENA.NEOX and ANTENA.NOVA, our two nationwide DTT channels, demonstrates our determined commitment to a digital future; a commitment that has implied significant financial effort. It can only be hoped that the public authorities respond to this key challenge openly and with the same determination.
Finally, looking back on 2005, I would like to give a special mention to the birth of the FUNDACIÓN ANTENA 3, whose main objective is to ensure that television acts as an effective communications tool for children's personal and social development.
| 2 |
1cons | 60745256.txt_3 | 60745256.txt | measures that would clearly be of concern to us. We will remain watchful, determined as ever to defend the interests of our shareholders, our customers and our investors.
Looking forward, I am convinced that we will be able to overcome the hurdles and continue to grow as a Multimedia Group. Like we did in 2005 with the acquisition of UNIPUBLIC, adding nonconventional advertising and event management arm to our existing business portfolio of television, radio, advertising and cinema.
The immediate future offers further opportunities for growth and expansion. Local Digital Terrestrial Television is one of the most important of these opportunities, as it will grant us further presence in the local markets. The creation of ANTENA.NEOX and ANTENA.NOVA, our two nationwide DTT channels, demonstrates our determined commitment to a digital future; a commitment that has implied significant financial effort. It can only be hoped that the public authorities respond to this key challenge openly and with the same determination.
Finally, looking back on 2005, I would like to give a special mention to the birth of the FUNDACIÓN ANTENA 3, whose main objective is to ensure that television acts as an effective communications tool for children's personal and social development.
In last year's letter I said that the future could and should be one of shared expectations. The GRUPO ANTENA 3 will continue to face the future with the same optimism, confidence and determination, constantly renewing our commitment to profitability and market leadership for our shareholders and contributing our best to Spanish society. We are very confident with regards to future challenges, above all because we have the right people, highly capable and experienced, willing to repeat the outstanding performancec of every single business unit again in 2006..
JOSÉ MANUEL LARA
CHIEF EXECUTIVE'S REPORT
CHIEF EXECUTIVE'S REPORT
I consider 2005 the best year in my professional career. Clearly this is due to the magnificent results obtained by the GRUPO ANTENA 3 during this year, and to my delight at seeing how we have outstripped even the most optimistic forecasts envisioned just two years ago when we resolved to transform this Company into the powerful Multimedia Group it is today. If 2004 was a year for the history books, 2005 has proved to be even more so. We doubled our net profit, and achieved this in a new scenario in the broadcasting market which included the entry of new operators. It was | 3 |
1cons | 60745256.txt_b0 | 60745256.txt | was put into place this year, targeted at two groups of directors and managers who were included in the relevant categories, for each of which uniform conditions were established. The significant aspects relating to the execution of this plan as of 31 December 2005 were as follows: 1. Beneficiaries of the plan. A total of 31 beneficiaries, all belonging to the two categories established in the plan, i.e., managers and professionals related to the
Antena 3 Group under an employment contract or a contract for services (whether or not directors). At 31 December 2005 there were a total of 27 beneficiaries at Antena 3 de Televisión. 2. Aggregate amount of the plan: the execution of the plan at 2005 year-end was equal to 86.0% of the maximum possible incentive approved by the Annual General Meeting, which percentage derives from the sum of: a) 1.72% of the result of multiplying the difference between EUR 120,000,000 and the consolidated EBITDA of the Antena 3 Group at 31 December 2006, according to the audited financial statements, multiplied by 11.6. The maximum approved by the Annual General Meeting for this item is 2%. b) 0.860% of the difference between EUR 1,392,000,000 and the average price of the company on the Stock Market during the month of December 2006, up to a maximum of EUR 2,000,000,000. The maximum approved by the Annual General Meeting for this item is 1%. 3. Ways to apply the plan to the different groups: a) Through 10 July 2009: Group with mixed variable compensation, which includes the payment of 30% of the total in July 2007 and the remaining 70% in July 2009. This group includes a total of 13 beneficiaries, 10 of which are at Antena 3 de Televisión, S.A., and the amount allocated is equal to 75% of the aforesaid 86%. b) Through 10 July 2007: Group with only variable cash compensation. This group includes a total of 18 beneficiaries, 17 of which are at Antena 3 de Televisión, S.A., and the amount allocated is equal to 11% of the aforesaid 86%.
The total liabilities accruing to date, derived from the best estimates of the cost of this plan, are equal to EUR 31,509,000.
This annual corporate governance report was approved by the company's Board of Directors at its meeting held on 22 February 2006.
218
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1cons | 60745256.txt_b1 | 60745256.txt | Regulations, the Annual General Meeting Regulations and the Internal Rules of Conduct on Matters Relating to Securities Markets.
G. OTHER INFORMATION OF INTEREST
If you deem there to be any significant principle or aspect relating to the Good Governance practices applied by your company, which has not been dealt with in this report, please mention it below and explain its content. This section may include any other information, clarification or specification relating to the foregoing sections of this report, provided that it is significant and not repetitive.
217
In particular, indicate whether the company is subject to legislation other than Spanish legislation on matters of corporate governance and, if so, include any information it is obliged to supply other than that which is required in this report.
As reported to the National Securities Market Commission on 12 May 2004, the Annual General Meeting of the company held on that same date approved the three-year variable compensation plan and loyalty bonus for the managers of the Antena 3 Group. With a view to enforcing this decision of the Annual General Meeting, after obtaining the opinion of the Appointments and Compensation Committee and following the adoption of the pertinent resolutions by the appropriate governing bodies, a preliminary application of the plan, which was reported to the National Securities Market Commission on 4 January 2005, was put into place this year, targeted at two groups of directors and managers who were included in the relevant categories, for each of which uniform conditions were established. The significant aspects relating to the execution of this plan as of 31 December 2005 were as follows: 1. Beneficiaries of the plan. A total of 31 beneficiaries, all belonging to the two categories established in the plan, i.e., managers and professionals related to the
Antena 3 Group under an employment contract or a contract for services (whether or not directors). At 31 December 2005 there were a total of 27 beneficiaries at Antena 3 de Televisión. 2. Aggregate amount of the plan: the execution of the plan at 2005 year-end was equal to 86.0% of the maximum possible incentive approved by the Annual General Meeting, which percentage derives from the sum of: a) 1.72% of the result of multiplying the difference between EUR 120,000,000 and the consolidated EBITDA of the Antena 3 Group at 31 December 2006, according to the audited financial statements, multiplied by 11.6. The maximum approved by the Annual General Meeting for this item is 2%. b) 0.860% of the difference between EUR 1,392,000 | 5 |
1cons | 61369480.txt_0 | 61369480.txt | McBride plc Annual report and accounts 2010
What's inside
We are Europe's leading provider of Private Label Household and Personal Care products. We develop, produce and sell our products to leading retailers primarily in the UK and across Continental Europe. We manage the business through three divisions UK, Western Continental Europe and Eastern Continental Europe with sales in all major European markets and many beyond.
18
What the new CEO has to say
02
Passionate about Private Label
See also pages 03 to 09 and 28 to 29.
24
Expanding in Asia
10 Overview of the year
This section provides a summary of who we are and what we do. It includes highlights of our financial and operating performance in the 2010 financial year.
16 Business review
This section gives details of our business performance in the 2010 financial year. We also provide other important financial information about the Group.
Performance highlights Our geographic footprint Industry review
10 Chairman's statement
16
12 Chief Executive's review
20
14 Case studies
24
Divisional performance
34
Group financial review
40
Principal risks and uncertainties
44
Resources and relationships
47
Company name: McBride plc Registered number: 2798634
Passionate about Private Label
Overview of the year
Business review
Key performance indicator
10
UK organic revenue growth
+2%
Passionate about performance
See also pages 11, 23 and 55
32
Bringing new products to market
14
Private Label trends and performance
50
Corporate social responsibility
48 Our governance
Find out who McBride's Directors are and how we apply our values to the way we run our business in terms of corporate governance, accountability and corporate social responsibility. The remuneration section explains our pay policies and contains details of the salaries and benefits received by the Directors during the year.
77 The figures
This section contains all the detailed financial statements and other information shareholders find useful. As well as the statutory accounts, this section contains other useful information for shareholders, a financial calendar for the forthcoming financial year and a summary of financial performance over five years.
Board of Directors Group Management Team Corporate social responsibility (CSR) report Corporate governance report Audit Committee report Nomination Committee report Statutory information Remuneration report
48 Financial statements
| 0 |
1cons | 61369480.txt_1 | 61369480.txt |
47
Company name: McBride plc Registered number: 2798634
Passionate about Private Label
Overview of the year
Business review
Key performance indicator
10
UK organic revenue growth
+2%
Passionate about performance
See also pages 11, 23 and 55
32
Bringing new products to market
14
Private Label trends and performance
50
Corporate social responsibility
48 Our governance
Find out who McBride's Directors are and how we apply our values to the way we run our business in terms of corporate governance, accountability and corporate social responsibility. The remuneration section explains our pay policies and contains details of the salaries and benefits received by the Directors during the year.
77 The figures
This section contains all the detailed financial statements and other information shareholders find useful. As well as the statutory accounts, this section contains other useful information for shareholders, a financial calendar for the forthcoming financial year and a summary of financial performance over five years.
Board of Directors Group Management Team Corporate social responsibility (CSR) report Corporate governance report Audit Committee report Nomination Committee report Statutory information Remuneration report
48 Financial statements
49 Independent Auditors' report
77
50 Group financial statements
78
56 Notes to the Group financial statements
82
62 Company financial statements
110
64 Notes to the Company financial statements
111
65
70 Shareholder information
Useful information for shareholders
114
Definitions and glossary of terms
117
Our online resource
120
01 McBride plc Annual report and accounts 2010
Passionate about Private Label
Our governance
The figures
McBride aspires to the highest levels of performance for all our stakeholders. We believe that Private Label has an important role to play in the economy, providing consumers with products of exceptional value and performance as well as providing our retail customers with the opportunity to differentiate themselves with their own unique range of Household and Personal Care products. In short, we are `Passionate about Private Label'.
Our Mission and Vision are underpinned by a set of Principles which commit us to focus on our customers' needs, to engage our people fully and to drive for improved performance at all times. We are proud of our corporate and social responsibility and the way we do business.
02 | 1 |
1cons | 61369480.txt_2 | 61369480.txt | 49 Independent Auditors' report
77
50 Group financial statements
78
56 Notes to the Group financial statements
82
62 Company financial statements
110
64 Notes to the Company financial statements
111
65
70 Shareholder information
Useful information for shareholders
114
Definitions and glossary of terms
117
Our online resource
120
01 McBride plc Annual report and accounts 2010
Passionate about Private Label
Our governance
The figures
McBride aspires to the highest levels of performance for all our stakeholders. We believe that Private Label has an important role to play in the economy, providing consumers with products of exceptional value and performance as well as providing our retail customers with the opportunity to differentiate themselves with their own unique range of Household and Personal Care products. In short, we are `Passionate about Private Label'.
Our Mission and Vision are underpinned by a set of Principles which commit us to focus on our customers' needs, to engage our people fully and to drive for improved performance at all times. We are proud of our corporate and social responsibility and the way we do business.
02 McBride plc Annual report and accounts 2010
Passionate about Private Label
The internal campaign Greta Vanderjeugt is driving our Mission, Vision and Principles engagement programme across the Group and making a big impact in her customised car.
Passionate about Private Label
Overview of the year
Business review
Our governance
To be the leading provider of Household and Personal Care products of exceptional value and performance to our customers and their consumers.
To be the most successful Private Label company in the world by: > becoming recognised as the
supplier of choice to all retailers in our markets > doubling our size and profitability
Engage our people > succeed through teamwork > always promote effective
two-way communications > create an open environment
where challenge is welcomed
and contributions recognised > encourage individual development
Focus on our customers > deliver on our promises > build positive relationships > protect and develop our
customers' brands
Drive our performance > think everything can and
should be improved > focus on adding value, reducing
cost, and increasing profits > act with speed, agility, and
confidence
03 McBride plc Annual report and accounts 2010
Passionate about Private Label | 2 |
1cons | 61369480.txt_3 | 61369480.txt | McBride plc Annual report and accounts 2010
Passionate about Private Label
The internal campaign Greta Vanderjeugt is driving our Mission, Vision and Principles engagement programme across the Group and making a big impact in her customised car.
Passionate about Private Label
Overview of the year
Business review
Our governance
To be the leading provider of Household and Personal Care products of exceptional value and performance to our customers and their consumers.
To be the most successful Private Label company in the world by: > becoming recognised as the
supplier of choice to all retailers in our markets > doubling our size and profitability
Engage our people > succeed through teamwork > always promote effective
two-way communications > create an open environment
where challenge is welcomed
and contributions recognised > encourage individual development
Focus on our customers > deliver on our promises > build positive relationships > protect and develop our
customers' brands
Drive our performance > think everything can and
should be improved > focus on adding value, reducing
cost, and increasing profits > act with speed, agility, and
confidence
03 McBride plc Annual report and accounts 2010
Passionate about Private Label
The figures
Passionate about Private Label
Continued
To be the leading provider of Household and Personal Care products of exceptional value and performance to our customers and their consumers.
Household
With 13 factories across Europe, producing liquids, powders, tablets, gels, aerosols and sachets, we provide a comprehensive range of Private Label Household products to retail customers.
Personal Care
McBride is a leading provider of Private Label toiletry products. The recent acquisition of Dermacol a.s. has not only extended our offer to Skincare but also provides a dedicated Personal Care manufacturing facility in Eastern Europe.
04 McBride plc Annual report and accounts 2010
Passionate about Private Label
To be the most successful Private Label company in the world by:
> becoming recognised as the supplier of choice to all retailers in our markets
> doubling our size and profitability
Passionate about Private Label
Overview of the year
Business review
No.1
One Family, one World, one McBride, these are the key themes of the engagement message within our Mission, Vision and Principles initiative. Through teamwork and a common goal, McBride aims to | 3 |
1cons | 61369480.txt_b0 | 61369480.txt | plc Annual report and accounts 2010
Passionate about Private Label
Our online resources
McBride communicates it's financial and sustainability performance as well as providing additional information about the Group at its website: www.mcbride.co.uk
McBride's Annual Report and Accounts are available to view online or to download from: http://www.mcbride.co.uk/ investors/welcome
McBride's Sustainability Reports are available to view online or to download from: http://www.mcbride.co.uk/ our-responsibilities/sustainabilityreports
Latest announcements can be found at the McBride online media centre at: http://www.mcbride.co.uk/mediacentre/regulatory-news
120 McBride plc Annual report and accounts 2010
Passionate about Private Label
Acknowledgements
McBride would like to thank employee Fabien Plamont of the leper Household factory, together with: Design and production: The College www.thecollege.uk.com Principal photography: Ian Routledge Printing and paper: This report has been printed by The Colourhouse, a Carbon Footprint Approved Company. The Paper is produced using 100% chlorine-free (ECF) bleaching process and contains material sourced from responsibly managed and sustainable forests together with recycled fibre, certified in accordance with the Forest Stewardship Council (FSC). Both the paper and the printer involved in the production support the growth of responsible forest management and are both accredited to ISO 14001. The printer also holds FSC status. If you have finished reading the report and no longer wish to retain it, please pass it on to other interested readers, return it to McBride plc or dispose of it in your recycled paper waste. Thank you. This Annual report is available at: www.mcbride.co.uk
McBride plc 28th Floor Centre Point 103 New Oxford Street London WC1A 1DD United Kingdom
Telephone: +44 (0)20 7539 7850 Facsimile: +44 (0)20 7539 7855
www.mcbride.co.uk
McBride has been accepted into the FTSE4Good Index of leading companies which meet globally recognised corporate responsibility standards.
McBride has been a leading contributor in the development of the AISE Charter for sustainable cleaning and was the first Private Label company to achieve Charter status.
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1cons | 61369480.txt_b1 | 61369480.txt | E) Operating profit before amortisation of intangible assets and exceptional items as a percentage of net assets excluding net debt.
S
Segment reporting Financial information based on the consolidated financial statements, reported by the Group's operating segments (UK, Western Continental Europe and Eastern Continental Europe).
U
UK The United Kingdom, comprising England, Wales, Scotland and Northern Ireland.
UK GAAP Generally accepted accounting principles in the UK.
W
Waste efficiency The volume of waste in tonnes relative to the total production tonnage.
Water efficiency The volume of production in tonnes relative to the amount of water (cubic metres) used in the business.
Western Continental Europe Belgium, France, Germany, Italy, the Netherlands, Portugal and Spain are the principal countries included within Western Continental Europe.
Subsidiary A company or other entity that is controlled by McBride plc.
T
Treasury shares Shares that have been repurchased by the Company but not cancelled. In accordance with the authority granted by shareholders at the AGM, such shares can be sold for cash or, in appropriate circumstances, used to meet obligations under employee share schemes.
Business review
Our governance
The figures
119 McBride plc Annual report and accounts 2010
Passionate about Private Label
Our online resources
McBride communicates it's financial and sustainability performance as well as providing additional information about the Group at its website: www.mcbride.co.uk
McBride's Annual Report and Accounts are available to view online or to download from: http://www.mcbride.co.uk/ investors/welcome
McBride's Sustainability Reports are available to view online or to download from: http://www.mcbride.co.uk/ our-responsibilities/sustainabilityreports
Latest announcements can be found at the McBride online media centre at: http://www.mcbride.co.uk/mediacentre/regulatory-news
120 McBride plc Annual report and accounts 2010
Passionate about Private Label
Acknowledgements
McBride would like to thank employee Fabien Plamont of the leper Household factory, together with: Design and production: The College www.thecollege.uk.com Principal photography: Ian Routledge Printing and paper: This report has been printed by The Colourhouse, a Carbon Footprint Approved Company. The Paper is produced using 100 | 5 |
1cons | 60499548.txt_0 | 60499548.txt | ADVANCED TECHNOLOGY (UK) PLC
ANNUAL REPORT
for the year ended 31 December 2003
CONTENTS
Corporate information
2
Chairman's Statement
3
Directors' Report
5
Statement of directors' responsibilities
9
Report of the independent auditors to the members of Advanced Technology (UK) Plc
10
Consolidated profit and loss account
12
Consolidated balance sheet
13
Company balance sheet
14
Consolidated cash flow statement
15
Reconciliations of movements in shareholders' funds
16
Consolidated statement of total recognised gains and losses
17
Notes
18
1
Company Number: Registered Office: Directors:
Registrars:
Auditors: Bankers: Nominated Adviser & broker: Solicitors:
CORPORATE INFORMATION
3307177
7 Enterprise Way Aviation Park Christchurch Dorset BH23 6HB
AJ Channon PJ Garrard MJ Gough JJ Howell GWJ Morgan C Spottiswoode
Capita IRG plc The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
KPMG Audit Plc Dukes Keep Marsh Lane Southampton SO14 3EX
Lloyds TSB Bank plc 101 High Street Poole Dorset BH15 1AJ
KBC Peel Hunt plc 4th Floor, 111 Old Broad Street London EC2N 1PH
TLT 1 Redcliff Street Bristol BS99 7JZ
2
CHAIRMAN'S STATEMENT
Results Results for the year show turnover of £5.12 million down from £7.63 million achieved in 2002. The £2.51 million decline was evenly spread between the two halves although the reasons for the shortfall differed somewhat between the periods. In the first half, manufacturing component shortages held back output, whilst harsh winter conditions in the US also restricted installation of product in the early part of the year. Production recovered in the second half but serious quality issues surfaced as the year drew to a close. As a consequence, invoiceable orders had to be reclassified and treated as non-invoiceable replacement product. This had a significant downward impact on revenues in the final six weeks of the year. The increase in interest payable from £35,000 to | 0 |
1cons | 60499548.txt_1 | 60499548.txt | Registry 34 Beckenham Road Beckenham Kent BR3 4TU
KPMG Audit Plc Dukes Keep Marsh Lane Southampton SO14 3EX
Lloyds TSB Bank plc 101 High Street Poole Dorset BH15 1AJ
KBC Peel Hunt plc 4th Floor, 111 Old Broad Street London EC2N 1PH
TLT 1 Redcliff Street Bristol BS99 7JZ
2
CHAIRMAN'S STATEMENT
Results Results for the year show turnover of £5.12 million down from £7.63 million achieved in 2002. The £2.51 million decline was evenly spread between the two halves although the reasons for the shortfall differed somewhat between the periods. In the first half, manufacturing component shortages held back output, whilst harsh winter conditions in the US also restricted installation of product in the early part of the year. Production recovered in the second half but serious quality issues surfaced as the year drew to a close. As a consequence, invoiceable orders had to be reclassified and treated as non-invoiceable replacement product. This had a significant downward impact on revenues in the final six weeks of the year. The increase in interest payable from £35,000 to £118,000 was as a result of the issue of 6% Convertible Loan Stock to shareholders.
The operating loss before goodwill amortisation was a disappointing £3.99 million versus last year's loss of £3.13 million. The loss on ordinary activities was £4.85 million compared with last year's loss of £3.90 million.
During the year £1.46 million was successfully raised through the issue of two tranches of convertible loan notes and ordinary shares. In addition, a further £560,000 approx. was raised following the conversion by shareholders of their bonus warrants as well from the conversion of Adviser warrants.
Review As can be seen from the results section above, there was an unexpected and significant deterioration in the Company's fortunes during the second half of the year under review. Unfortunately, these same factors have also impacted upon the first half of 2004.
At the time of our Interim Statement last September we said we believed that the causes of the manufacturing disruptions in our One-Way business had been eliminated, costs had been removed from the business, and that the Company was confident of securing additional revenues during the final quarter of 2003. Regrettably, this optimism proved wholly misplaced, with significant additional problems surfacing as | 1 |
1cons | 60499548.txt_2 | 60499548.txt | £118,000 was as a result of the issue of 6% Convertible Loan Stock to shareholders.
The operating loss before goodwill amortisation was a disappointing £3.99 million versus last year's loss of £3.13 million. The loss on ordinary activities was £4.85 million compared with last year's loss of £3.90 million.
During the year £1.46 million was successfully raised through the issue of two tranches of convertible loan notes and ordinary shares. In addition, a further £560,000 approx. was raised following the conversion by shareholders of their bonus warrants as well from the conversion of Adviser warrants.
Review As can be seen from the results section above, there was an unexpected and significant deterioration in the Company's fortunes during the second half of the year under review. Unfortunately, these same factors have also impacted upon the first half of 2004.
At the time of our Interim Statement last September we said we believed that the causes of the manufacturing disruptions in our One-Way business had been eliminated, costs had been removed from the business, and that the Company was confident of securing additional revenues during the final quarter of 2003. Regrettably, this optimism proved wholly misplaced, with significant additional problems surfacing as the year drew to a close. Quality issues resulted in the Company having to accept an accelerated replacement product programme, which impacted sales volumes, as well as putting serious pressure on working capital.
Most of the quality problems of the One-Way business were addressed in the Autumn of 2003 but it was not until March 2004 that all of these were fully resolved and accepted as such by customers. Confidence in the Company's products is now being gradually restored. It is of little satisfaction that competitors in the water utilities industry have also suffered from similar quality issues over this period. It goes without saying that the industry is very demanding and the elements of combining water and electronics in a harsh environment can make for a difficult combination.
Recent sales levels into the water utilities industry have shown signs of recovery while the new electrical product being sold into the larger electrical utilities industry has shown encouraging signs of serious order potential, albeit at an early stage.
Added to the problems of our established One-Way business, the long-awaited breakthrough with our Two-Way business failed to materialise. The potentially large contracts associated with this emerging technology product base have been fraught with difficulties over a number of years and 2003 was no exception. Significant cost was taken out of the Two-Way development base although the essential | 2 |
1cons | 60499548.txt_3 | 60499548.txt | the year drew to a close. Quality issues resulted in the Company having to accept an accelerated replacement product programme, which impacted sales volumes, as well as putting serious pressure on working capital.
Most of the quality problems of the One-Way business were addressed in the Autumn of 2003 but it was not until March 2004 that all of these were fully resolved and accepted as such by customers. Confidence in the Company's products is now being gradually restored. It is of little satisfaction that competitors in the water utilities industry have also suffered from similar quality issues over this period. It goes without saying that the industry is very demanding and the elements of combining water and electronics in a harsh environment can make for a difficult combination.
Recent sales levels into the water utilities industry have shown signs of recovery while the new electrical product being sold into the larger electrical utilities industry has shown encouraging signs of serious order potential, albeit at an early stage.
Added to the problems of our established One-Way business, the long-awaited breakthrough with our Two-Way business failed to materialise. The potentially large contracts associated with this emerging technology product base have been fraught with difficulties over a number of years and 2003 was no exception. Significant cost was taken out of the Two-Way development base although the essential infrastructure has remained in place.
Management As a result of the various necessary rounds of financing organised over the last year, which I have led, my role as Chairman has involved considerably more time and effort than was originally envisaged. In recent time, additional problems and challenges have weighed heavily upon the business and this has made the
3
CHAIRMAN'S STATEMENT (continued)
Board appreciate that a more hands-on approach is required from its Chairman. As a consequence, and following discussions with major shareholders as well as the Board, it has been decided that I become Executive Chairman as from July 2004.
Andrew Channon joined your Company in January 2004 and became Chief Operating Officer and a director on 18th March 2004. The technical skills and experience that Andrew brings to the Board make a very welcome addition. David Collinson resigned as Finance Director on 18th June 2004 although he has stayed on for a short period to ensure an orderly handover of the finance function. This gesture by David is appreciated. We will be recruiting a replacement Finance Director but in the meantime are pleased with the interim finance management put in place.
Outlook
The current year started poorly as the Group dealt with customers' outstanding product quality complaints via an accelerated replacement programme | 3 |
1cons | 60499548.txt_b0 | 60499548.txt |
(245)
(245) (696)
(941)
631
631
(90)
(90)
(90)
233
233 (998)
(765)
29. Post balance sheet events After the balance sheet date, the company has experienced a significant increase in customer claims arising from failure of a component. These financial statements include provision for the warranty cost arising from this failure. A further £209,000 of expenses arising from the warranty claim has been charged in the 2004 accounts.
Between 1 January 2004 and 26 May 2004, 5,944,889 ordinary 5p shares were issued for a total cash consideration of £1,215,000; 3,473,902 ordinary 5p shares were issued on exercise of warrants for a total cash consideration of £372,000; and 1,346,500 ordinary 5p shares were issued on conversion of loan notes for a value of £167,000.
On 24 February 2004 the company issued £400,000 Conditional Convertible Redeemable Unsecured Loan Notes carrying interest at 6% and convertible up to the date of redemption of 31 December 2007 at a rate of one ordinary share of 5p for each 28p of loan capital invested.
On 28 June 2004 the company raised £609,000 (net of expenses) through the issue of £650,000 Conditional Convertible Redeemable Unsecured Loan Notes carrying interest at 7% and convertible up to the date of redemption of 31 December 2007, at a rate of one ordinary share of 5p for each 5p of loan capital invested.
31
Perivan Financial Print 204123
| 4 |
1cons | 60499548.txt_b1 | 60499548.txt |
(17)
665
(324)
(324)
1,025 (102)
923
30
28. Analysis of changes in net debt
At 1 January
2003 £000
Cash flow £000
Other non-cash
charges £000
At
Exchange 31 December
movement
2003
£000
£000
Cash at bank and in hand
Debt due after 1 year Total
568
568 (933)
(365)
(245)
(245) (696)
(941)
631
631
(90)
(90)
(90)
233
233 (998)
(765)
29. Post balance sheet events After the balance sheet date, the company has experienced a significant increase in customer claims arising from failure of a component. These financial statements include provision for the warranty cost arising from this failure. A further | 5 |
1cons | 60804378.txt_0 | 60804378.txt | Artisan (UK) plc Annual report 2006
Artisan is a UK based house builder and business park developer.
Artisan (UK) plc
Artisan (UK) plc is the holding company for a group of property development companies and a property holding company. Artisan (UK) plc commenced trading in December 1998. The current principal trading companies are shown below.
Rippon Homes Limited
Rippon Homes, which has been part of the Artisan Group since December 2000, is a residential house developer based in Mansfield operating in the East Midlands and Yorkshire areas. Rippon Homes incorporates the Living Heritage division for more exclusive properties.
Artisan (UK) Developments Limited
This company develops business parks consisting of commercial office space together with light industrial units where there is an appropriate location. Its activity is currently concentrated in Cambridgeshire and Hertfordshire.
Artisan (UK) Projects Limited
This company manages the construction activity, principally for Artisan (UK) Developments Limited.
Artisan (UK) Properties Limited
It has not been the Group's intention to hold property in the long term, but where the Group holds tenanted properties and properties available for tenants, they are held in this company.
All of the above are 100% subsidiaries of Artisan (UK) plc
01 Financial highlights 05 Chairman's statement 06 Operational review 07 Financial review 09 Directors and advisers 10 Report of the directors 12 Corporate governance
14 Report on directors' remuneration 17 Report of the independent auditors 18 Group profit and loss account 19 Group balance sheet 20 Company balance sheet 21 Group cash flow statement 22 Notes forming part of the financial statements 34 Notice of annual general meeting
ANNUAL REPORT AND ACCOUNTS 2006
Financial highlights
ARTISAN (UK) plc
1
" The group has exceeded market expectations..."
· 24% rise in pre tax profits to £2.6m (2005: £2.1m)
· 28% growth in earnings per share to 0.77p (2005: 0.60p)
· Shareholders' funds increased by 21% to £19.1m
· Residential land bank expanded by 21% during the financial year
· Commercial development profitability level increased
2
ARTISAN (UK) plc
ANNUAL REPORT AND ACCOUNTS 2006
" The two business divisions, Residential Houses | 0 |
1cons | 60804378.txt_1 | 60804378.txt | they are held in this company.
All of the above are 100% subsidiaries of Artisan (UK) plc
01 Financial highlights 05 Chairman's statement 06 Operational review 07 Financial review 09 Directors and advisers 10 Report of the directors 12 Corporate governance
14 Report on directors' remuneration 17 Report of the independent auditors 18 Group profit and loss account 19 Group balance sheet 20 Company balance sheet 21 Group cash flow statement 22 Notes forming part of the financial statements 34 Notice of annual general meeting
ANNUAL REPORT AND ACCOUNTS 2006
Financial highlights
ARTISAN (UK) plc
1
" The group has exceeded market expectations..."
· 24% rise in pre tax profits to £2.6m (2005: £2.1m)
· 28% growth in earnings per share to 0.77p (2005: 0.60p)
· Shareholders' funds increased by 21% to £19.1m
· Residential land bank expanded by 21% during the financial year
· Commercial development profitability level increased
2
ARTISAN (UK) plc
ANNUAL REPORT AND ACCOUNTS 2006
" The two business divisions, Residential Houses and Business Parks, create well designed and carefully built products in the right locations for our customers."
ARTISAN
(UK) plc
developing property, building value
ANNUAL REPORT AND ACCOUNTS 2006
ARTISAN (UK) plc
3
Award winning "Edgehill" development at Mansfield Woodhouse showcases Rippon Homes "Living Heritage" range. The impressive "Bembridge" bungalow justifies its position as one of Rippon Homes most popular bungalows. The master suite in the "Melbourne" occupies the entire second floor, as a spacious bedroom, dressing area and en-suite facility. The carefully managed "Part Exchange" scheme provides our customers with the "Easy way to buy their new home".
living the dream
4
ARTISAN (UK) plc
ANNUAL REPORT AND ACCOUNTS 2006
Light industrial units at Colmworth Business Park, St Neots.
Appealing design at Vantage Business Park, Huntingdon.
Bespoke headquarters and electronics manufacturing building at Colmworth.
Two storey, long leasehold offices at Eaton Court, St Neots.
creating space | 1 |
1cons | 60804378.txt_2 | 60804378.txt | and Business Parks, create well designed and carefully built products in the right locations for our customers."
ARTISAN
(UK) plc
developing property, building value
ANNUAL REPORT AND ACCOUNTS 2006
ARTISAN (UK) plc
3
Award winning "Edgehill" development at Mansfield Woodhouse showcases Rippon Homes "Living Heritage" range. The impressive "Bembridge" bungalow justifies its position as one of Rippon Homes most popular bungalows. The master suite in the "Melbourne" occupies the entire second floor, as a spacious bedroom, dressing area and en-suite facility. The carefully managed "Part Exchange" scheme provides our customers with the "Easy way to buy their new home".
living the dream
4
ARTISAN (UK) plc
ANNUAL REPORT AND ACCOUNTS 2006
Light industrial units at Colmworth Business Park, St Neots.
Appealing design at Vantage Business Park, Huntingdon.
Bespoke headquarters and electronics manufacturing building at Colmworth.
Two storey, long leasehold offices at Eaton Court, St Neots.
creating space for business
ANNUAL REPORT AND ACCOUNTS 2006
ARTISAN (UK) plc
5
Chairman's statement
"...excellent results for the year..."
I am pleased to report a further profitable year. We had viewed the 2005 result as exceptional, in that it benefited from a large commercial sale late in the financial year that contributed significant profits and brought forward profits expected for the year to 31 March 2006. However, were it not for one-off employment costs of £0.3m in the year, our operating profits in 2006 would have exceeded those in 2005.
In the event operating profits were broadly stable at £2.6m (2005: £2.7m) whilst pre-tax profits increased to £2.6m from last year's £2.1m.
A feature of the housing market is the potential for short term volatility, but the Board believes the long term prospects for housebuilding are strongly founded and because of this we continue to build up land reserves at Rippon Homes.
We are determined to take the Group forward to a more robust market capitalisation and believe the platform to achieve this growth is now firmly founded. Our future progress will be | 2 |
1cons | 60804378.txt_3 | 60804378.txt | for business
ANNUAL REPORT AND ACCOUNTS 2006
ARTISAN (UK) plc
5
Chairman's statement
"...excellent results for the year..."
I am pleased to report a further profitable year. We had viewed the 2005 result as exceptional, in that it benefited from a large commercial sale late in the financial year that contributed significant profits and brought forward profits expected for the year to 31 March 2006. However, were it not for one-off employment costs of £0.3m in the year, our operating profits in 2006 would have exceeded those in 2005.
In the event operating profits were broadly stable at £2.6m (2005: £2.7m) whilst pre-tax profits increased to £2.6m from last year's £2.1m.
A feature of the housing market is the potential for short term volatility, but the Board believes the long term prospects for housebuilding are strongly founded and because of this we continue to build up land reserves at Rippon Homes.
We are determined to take the Group forward to a more robust market capitalisation and believe the platform to achieve this growth is now firmly founded. Our future progress will be led by organic growth in both divisions supported where feasible by other opportunities. We will invest in further outlets to provide more sales opportunities and therefore the investment in additional land is of paramount importance to the Group. The investment in the current year will provide the sales opportunities in future years.
The market for our commercial business parks continued to be active during the year under review. The level of sales was slightly lower than expected due to one potential sale, late in the year, not completing as expected. The prospects for this area of the business remain positive for 2006/07.
The Infiniteland litigation, which has been running since 2002, has now been concluded in our favour and some recovery of costs has been achieved. I welcome this outcome and I trust this now marks the end of a period for the Company where significant amounts of management time have been spent dealing with this litigation.
Your Board is looking forward to 2006/07 with confidence, however we are cautious in anticipating its prospects as we know that the housing market has been volatile and could move against developers. Housing margins will continue to be under pressure, whilst there is little positive move in house prices achieved in our local markets in Nottinghamshire, Yorkshire and Lincolnshire.
With this in mind, your Board does | 3 |
1cons | 60804378.txt_b0 | 60804378.txt | Business Park Huntingdon Cambridgeshire PE29 6XU
Date: 11 July 2006
Notes:
1. Any person entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more persons to attend and, on a poll, vote in his place. A proxy need not be a member of the Company.
2. A form of proxy for use at the Annual General Meeting is enclosed and, to be valid, it must be lodged at the offices of the Company's Registrars, Capita Registrars, Proxy Department, PO Box 25, Beckenham, Kent BR3 4BR together with the power of attorney or other written authority, if any, under which it is signed (or a notarially certified copy of such power or authority) not less than 48 hours before the time fixed for the meeting.
3. The appointment of a proxy does not preclude the appointing shareholder from subsequently attending and voting in person at the Annual General Meeting.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, to be entitled to vote at the Annual General Meeting (and for the purposes of the determination by the Company of the number of votes they may cast) members must be entered on the Register of Members of the Company by 5.00 pm on 1 September 2006.
ARTISAN (UK) plc
Mace House Sovereign Court Ermine Business Park Huntingdon Cambridgeshire PE29 6XU
ARTISAN (UK) DEVELOPMENTS LIMITED
ARTISAN (UK) PROJECTS LIMITED
Mace House Sovereign Court Ermine Business Park Huntingdon Cambridgeshire PE29 6XU
RIPPON HOMES LIMITED
Leeming Lane South Mansfield Woodhouse Nottinghamshire NG19 9AQ
Telephone: 01480 436666 Fax: 01480 436231 Email: email@artisan-plc.co.uk
Telephone: 01480 436777 Fax: 01480 436230 Email: general@ artisandevelopments.co.uk
Telephone: 01623 659000 Fax: 01623 420807 Email: info@ripponhomes.co.uk
www.artisan-plc.co.uk
www.artisandevelopments.co.uk www.ripponhomes.co.uk
Printed by Perivan Financial 207339
| 4 |
1cons | 60804378.txt_b1 | 60804378.txt | That John Alfred Jones be re-elected as a director of the Company
5. That BDO Stoy Hayward LLP be re-appointed auditors of the Company, and that the Directors be authorised to determine the auditors' remuneration
6. That the Directors be and are hereby empowered, pursuant to Section 95(1) of the Companies Act 1985, to allot equity securities (as defined in Section 94(2) of that Act) as if Section 89(1) of that Act did not apply to such allotment, provided that
(a) this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £500,000; and
(b) this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or (if earlier) on 4 December 2007, but so that the Directors shall be empowered to allot equity securities after such expiry in pursuance of an offer or agreement entered into prior to such expiry
BY ORDER OF THE BOARD
Philip R Speer Company Secretary
Registered Office: Mace House Sovereign Court Ermine Business Park Huntingdon Cambridgeshire PE29 6XU
Date: 11 July 2006
Notes:
1. Any person entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more persons to attend and, on a poll, vote in his place. A proxy need not be a member of the Company.
2. A form of proxy for use at the Annual General Meeting is enclosed and, to be valid, it must be lodged at the offices of the Company's Registrars, Capita Registrars, Proxy Department, PO Box 25, Beckenham, Kent BR3 4BR together with the power of attorney or other written authority, if any, under which it is signed (or a notarially certified copy of such power or authority) not less than 48 hours before the time fixed for the meeting.
3. The appointment of a proxy does not preclude the appointing shareholder from subsequently attending and voting in person at the Annual General Meeting.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, to be entitled to vote at the Annual General Meeting (and for the purposes of the determination by the Company of the number of votes they may cast) members must be | 5 |
1cons | 61704984.txt_0 | 61704984.txt | Aerodrom Ljubljana, d.d. ANNUAL REPORT 2011
March, 2012
CONTENTS
Annual Report 2011
DECLARATION BY THE MANAGEMENT BOARD.............................................................................................................5 BUSINESS REPORT.......................................................................................................................................................... 6 1 INTRODUCTION........................................................................................................................................................ 6
1.1 HIGHLIGHTS OF OPERATIONS.......................................................................................................................6 1.2 SIGNIFICANT EVENTS..................................................................................................................................... 7
1.2.1 Significant events in 2011............................................................................................................................... 7 1.2.2 Significant events after the end of 2011.......................................................................................................... 7 1.3 LETTER FROM THE MANAGEMENT BOARD................................................................................................. 8 1.4 REPORT ON THE WORK OF THE SUPERVISORY BOARD.........................................................................10 1.5 PRESENTATION OF AERODROM LJUBLJANA, D.D.................................................................................... 15 1.5.1 Significant information................................................................................................................................... 15 1.5.2 Activities of the company............................................................................................................................... 16 1.5.3 Mission and vision......................................................................................................................................... 16 1.5.4 Organisation..................................................................................................................................................17 1.5.5 Data on companies under the majority ownership of Aerodrom Ljubljana, d.d............................................. 17 1.5.6 Membership in international organisations.................................................................................................... 18 2 CORPORATE GOVERNANCE STATEMENT.......................................................................................................... 19 2.1 STATEMENT OF COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE..................................... 19 2.2 STATEMENT OF COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE FOR COMPANIES WITH STATE CAPITAL INVESTMENTS................................................................................................................................ 22 2.3 REPORTING GUIDELINES FOR COMPANIES WITH STATE CAPITAL INVESTMENTS............................. 24 2.4 RECOMMENDATIONS OF THE CAPITAL ASSETS MANAGEMENT AGENCY............................................ 24 2.5 MAIN FEATURES OF THE INTERNAL CONTROL SYSTEM AND OF RISK MANAGEMENT IN RELATION TO THE FINANCIAL REPORTING PROCEDURE....................................................................................................... 26 2.6 INFORMATION PROVIDED UNDER THE SIXTH PARAGRAPH OF ARTICLE 70 OF THE ZGD-1.............. 27 2.7 GENERAL MEETING OF SHAREHOLDERS.................................................................................................. 29 2.8 COMPOSITION AND FUNCTIONING OF MANAGEMENT | 0 |
1cons | 61704984.txt_1 | 61704984.txt | odrom Ljubljana, d.d............................................. 17 1.5.6 Membership in international organisations.................................................................................................... 18 2 CORPORATE GOVERNANCE STATEMENT.......................................................................................................... 19 2.1 STATEMENT OF COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE..................................... 19 2.2 STATEMENT OF COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE FOR COMPANIES WITH STATE CAPITAL INVESTMENTS................................................................................................................................ 22 2.3 REPORTING GUIDELINES FOR COMPANIES WITH STATE CAPITAL INVESTMENTS............................. 24 2.4 RECOMMENDATIONS OF THE CAPITAL ASSETS MANAGEMENT AGENCY............................................ 24 2.5 MAIN FEATURES OF THE INTERNAL CONTROL SYSTEM AND OF RISK MANAGEMENT IN RELATION TO THE FINANCIAL REPORTING PROCEDURE....................................................................................................... 26 2.6 INFORMATION PROVIDED UNDER THE SIXTH PARAGRAPH OF ARTICLE 70 OF THE ZGD-1.............. 27 2.7 GENERAL MEETING OF SHAREHOLDERS.................................................................................................. 29 2.8 COMPOSITION AND FUNCTIONING OF MANAGEMENT AND SUPERVISORY BODIES...........................30 2.8.1 Supervisory Board.........................................................................................................................................30 2.8.2 Management Board.......................................................................................................................................31 3 COMPANY OPERATIONS IN 2011 AND PLANS FOR 2012................................................................................... 32 3.1 ECONOMIC CONDITIONS..............................................................................................................................32 3.2 MARKET POSITION, MARKETING ACTIVITIES AND VOLUME OF TRAFFIC............................................. 34
Annual Report 2011
3.2.1 Market position and marketing activities....................................................................................................... 34 3.2.2 Traffic............................................................................................................................................................ 36 3.3 ANALYSIS OF BUSINESS OPERATIONS...................................................................................................... 43 3.3.1 Operating profit............................................................................................................................................. 43 3.3.2 Balance sheet............................................................................................................................................... 49 3.3.3 Financial management.................................................................................................................................. 52 3.3.4 Cash flows.....................................................................................................................................................52 3.3.5 Performance indicators................................................................................................................................. 52 3.3.6 Plans for 2012............................................................................................................................................... 53 3.4 EMPLOYEES................................................................................................................................................... 54 3.5 INVESTMENTS IN INTANGIBLE ASSETS, BUILDINGS AND EQUIPMENT................................................. | 1 |
1cons | 61704984.txt_2 | 61704984.txt | AND SUPERVISORY BODIES...........................30 2.8.1 Supervisory Board.........................................................................................................................................30 2.8.2 Management Board.......................................................................................................................................31 3 COMPANY OPERATIONS IN 2011 AND PLANS FOR 2012................................................................................... 32 3.1 ECONOMIC CONDITIONS..............................................................................................................................32 3.2 MARKET POSITION, MARKETING ACTIVITIES AND VOLUME OF TRAFFIC............................................. 34
Annual Report 2011
3.2.1 Market position and marketing activities....................................................................................................... 34 3.2.2 Traffic............................................................................................................................................................ 36 3.3 ANALYSIS OF BUSINESS OPERATIONS...................................................................................................... 43 3.3.1 Operating profit............................................................................................................................................. 43 3.3.2 Balance sheet............................................................................................................................................... 49 3.3.3 Financial management.................................................................................................................................. 52 3.3.4 Cash flows.....................................................................................................................................................52 3.3.5 Performance indicators................................................................................................................................. 52 3.3.6 Plans for 2012............................................................................................................................................... 53 3.4 EMPLOYEES................................................................................................................................................... 54 3.5 INVESTMENTS IN INTANGIBLE ASSETS, BUILDINGS AND EQUIPMENT................................................. 57 3.5.1 2011.............................................................................................................................................................. 57 3.5.2 Plans for 2012............................................................................................................................................... 59 3.6 QUALITY AND SAFETY.................................................................................................................................. 60 3.7 RISK MANAGEMENT...................................................................................................................................... 63 3.7.1 Business risks............................................................................................................................................... 63 3.7.2 Financial risks............................................................................................................................................... 67 3.8 SUSTAINABLE DEVELOPMENT.................................................................................................................... 68 3.8.1 Responsible and safe employer.................................................................................................................... 68 3.8.2 Friendly to passengers and visitors...............................................................................................................70 3.8.3 Sponsorship and donations...........................................................................................................................70 3.8.4 Environmental protection............................................................................................................................... 71 4 AELG SHARES AND OWNERSHIP OF THE COMPANY........................................................................................77 FINANCIAL REPORT........................................................................................................................................................81 1 DECLARATION BY THE MANAGEMENT BOARD.................................................................................................. 81 2 INDEPENDENT AUDITOR'S REPORT.................................................................................................................... 82 3 FINANCIAL STATEMENTS...................................................................................................................................... 84 3.1 BALANCE SHEET........................................................................................................................................... 84 3.2 INCOME STATEMENT AND STATEMENT OF OTHER COMPREH | 2 |
1cons | 61704984.txt_3 | 61704984.txt | 57 3.5.1 2011.............................................................................................................................................................. 57 3.5.2 Plans for 2012............................................................................................................................................... 59 3.6 QUALITY AND SAFETY.................................................................................................................................. 60 3.7 RISK MANAGEMENT...................................................................................................................................... 63 3.7.1 Business risks............................................................................................................................................... 63 3.7.2 Financial risks............................................................................................................................................... 67 3.8 SUSTAINABLE DEVELOPMENT.................................................................................................................... 68 3.8.1 Responsible and safe employer.................................................................................................................... 68 3.8.2 Friendly to passengers and visitors...............................................................................................................70 3.8.3 Sponsorship and donations...........................................................................................................................70 3.8.4 Environmental protection............................................................................................................................... 71 4 AELG SHARES AND OWNERSHIP OF THE COMPANY........................................................................................77 FINANCIAL REPORT........................................................................................................................................................81 1 DECLARATION BY THE MANAGEMENT BOARD.................................................................................................. 81 2 INDEPENDENT AUDITOR'S REPORT.................................................................................................................... 82 3 FINANCIAL STATEMENTS...................................................................................................................................... 84 3.1 BALANCE SHEET........................................................................................................................................... 84 3.2 INCOME STATEMENT AND STATEMENT OF OTHER COMPREHENSIVE INCOME................................. 85 3.3 CASH FLOW STATEMENT............................................................................................................................. 86 3.4 STATEMENT OF CHANGES IN EQUITY........................................................................................................87 4 SIGNIFICANT ACCOUNTING POLICIES.................................................................................................................88 4.1 REPORTING COMPANY.................................................................................................................................88 4.2 BASIS FOR COMPILING FINANCIAL STATEMENTS.................................................................................... 88
Annual Report 2011
4.3 SIGNIFICANT ACCOUNTING POLICIES........................................................................................................89 5 NOTES TO THE FINANCIAL STATEMENTS.........................................................................................................102
5.1 NOTES TO THE BALANCE SHEET.............................................................................................................. 102 5.1.1 Intangible assets and non-current deferred expenses and accrued income............................................... 102 5.1.2 Property, plant and equipment.................................................................................................................... 103 5.1.3 Investments in associates........................................................................................................................... 104 5.1.4 Non-current financial assets........................................................................................................................105 5.1.5 Deferred tax assets..................................................................................................................................... 109 5.1.6 Current financial assets...............................................................................................................................109 5.1.7 Current trade and other receivables............................................................................................................110 5. | 3 |
1cons | 61704984.txt_b0 | 61704984.txt | islav Domevscik Igor Cotar Drago To tal
* Fringe benefit for liability insurance
Fees for participation at meetings
5,542 0
5,228 4,537 4,537 4,922 24,766
Reimbursement
Payment for
of travel
holding office
expenses
7,480
278
0
0
6,233
549
6,233
335
6,233
0
6,233
0
32,412
1,162
Other receipts*
7 0 7 7 7 7 35
in euros
Total 13,307
0 12,017 11,112 10,777 11,162 58,375
5.5.3 DISCLOSURE IN ACCORDANCE WITH POINTS 12 AND 13 OF ARTICLE 69 OF THE ZGD-1
The company did not have, nor does it have, any business operations that have not been disclosed in the balance sheet and that would, in light of the risks and benefits arising there from, be material for assessing the financial position of the company.
The company also did not have, nor does it have, any transactions with associated parties that could be regarded as material and that have not been performed under market conditions.
126
Annual Report 2011
5.5.4 EARNINGS OF EMPLOYEES IN 2011 ON THE BASIS OF A CONTRACT TO WHICH THE TARIFF PORTION OF
THE COLLECTIVE AGREEMENT DOES NOT APPLY
in euros
2011
Wages
939,918
B e ne fits *
3,661
Annual leave allowance
20,671
Termination benefits at retirement and other
55,411
To tal
1,019,661
* Includes the private use of company vehicles (EUR 2,769), accident insurance (EUR 780) and liability insurance (EUR 112).
The earnings cited in the above table do not include the remuneration of the company's Management Board.
5.5.5 TOTAL PAYMENTS TO AUDITORS
In 2011 the company paid EUR 20,713 for auditing services and EUR 13,080 for tax advisory services.
127
| 4 |
1cons | 61704984.txt_b1 | 61704984.txt | Board in 2011
earnings
earnings*
Benefits**
allowance allowance
Total
Zmago Skobir
101,478
15,774
3,339
1,181
1,073
122,845
Bernarda Trebusak
93,987
4,425
2,336
1,181
1,073
103,002
To tal
195,465
20,199
5,675
2,362
2,146
225,847
*The figure includes 50% of the variable portion of remuneration from 2010, paid in 2011. The payment of the second half has been deferred for two years pursuant to the Act Governing the
Remuneration of Management Staff.
**Includes the private use of company vehicles (EUR 5,578), accident insurance (EUR 82) and liability insurance (EUR 15).
Gross receipts of the Supervisory Board in 2011 Strojin Stampar Anja Kunst Miran Mulej Marko Bostjancic Stanislav Domevscik Igor Cotar Drago To tal
* Fringe benefit for liability insurance
Fees for participation at meetings
5,542 0
5,228 4,537 4,537 4,922 24,766
Reimbursement
Payment for
of travel
holding office
expenses
7,480
278
0
0
6,233
549
6,233
335
6,233
0
6,233
0
32,412
1,162
Other receipts*
7 0 7 7 7 7 35
in euros
Total 13,307
0 12,017 11,112 10,777 11,162 58,375
5.5.3 DISCLOSURE IN ACCORDANCE WITH POINTS 12 AND 13 OF ARTICLE 69 OF THE ZGD-1
The company did not have, nor does it have, any business operations that have not been disclosed in the balance sheet and that would, in light of the risks and benefits arising there from, be material for assessing the financial position of the company.
The company | 5 |
1cons | 61123319.txt_0 | 61123319.txt | Controlling life-long tissue renewal
Growing stronger
Epistem Holdings Plc Annual Report and Accounts 2008
Epistem is a biotechnology company commercialising its expertise in epithelial stem cells in the areas of oncology, gastrointestinal disease, dermatology and ageing.
Every person develops from one cell the fertilised egg. In the early stages of development, stem cells differentiate and become committed to generating a specific tissue or organ. Adult stem cells remain capable of regenerating tissues in our organs throughout our lives.
As we get older, our body's stem cells' ability to regenerate new cellular tissue diminishes, leading to tissue ageing and disease.
Epistem is focused on understanding how cells function and are controlled, so that we can identify new drug therapies to address the major diseases of oncology, gastrointestinal disease, dermatology and ageing.
Heritage and experience
Drug discovery and early stage development strategies are increasingly adopting hypotheses suggesting that cancers grow from abnormal stem cells. These so-called `cancer stem cells', which form part of epithelial tissue, are believed to be resistant to treatments and to be responsible for maintaining tumour growth. Epistem is identifying the key regulator proteins of epithelial stem cells and is focused on identifying and regulating cancer stem cells.
Formed as a biotechnology company in 2000, Epistem has grown from a Contract Research Services group to include Biomarker and Novel Therapies divisions and is recognised as a global specialist in epithelial tissue and stem cell analysis. Originally based at the Paterson Institute for Cancer Research, our heritage stretches back three decades to the pioneering work of Professor Chris Potten who built his expertise, understanding and know-how in the field of epithelial tissue and adult stem cell biology.
Stem cell research and discovery is a sophisticated and growing area of therapeutic focus where Epistem has amassed significant background expertise, know-how and intellectual property, enabling the Company to build a sizeable technical barrier to entry.
Our technology is focused on targeting major unmet medical needs where the world market is searching for improved health, wellbeing and life expectancy.
Epistem maintains close links with drug companies, clinicians and academics in the field, ensuring that the Company remains at the forefront of stem cell science and technology development.
Located in purpose-built facilities adjacent to the University of Manchester, UK, Epistem is identifying innovative drug leads to help prevent and cure disease to enhance the quality of life.
Business | 0 |
1cons | 61123319.txt_1 | 61123319.txt | focused on identifying and regulating cancer stem cells.
Formed as a biotechnology company in 2000, Epistem has grown from a Contract Research Services group to include Biomarker and Novel Therapies divisions and is recognised as a global specialist in epithelial tissue and stem cell analysis. Originally based at the Paterson Institute for Cancer Research, our heritage stretches back three decades to the pioneering work of Professor Chris Potten who built his expertise, understanding and know-how in the field of epithelial tissue and adult stem cell biology.
Stem cell research and discovery is a sophisticated and growing area of therapeutic focus where Epistem has amassed significant background expertise, know-how and intellectual property, enabling the Company to build a sizeable technical barrier to entry.
Our technology is focused on targeting major unmet medical needs where the world market is searching for improved health, wellbeing and life expectancy.
Epistem maintains close links with drug companies, clinicians and academics in the field, ensuring that the Company remains at the forefront of stem cell science and technology development.
Located in purpose-built facilities adjacent to the University of Manchester, UK, Epistem is identifying innovative drug leads to help prevent and cure disease to enhance the quality of life.
Business Overview
Epistem Holdings Plc Annual Report 2008
1
···and getting better
· Year on year revenue growth of 52% · CRO operating margins increased two fold · Expansion of product services and US NIH contract · Accelerated development of our Novel Therapies therapeutic leads · Initial revenues generated from our new Biomarker business · £1.1m placing in November 2007 · Strong cash position · Shortlisted for best newcomer `TechMARK' award
Review of the Year
Governance
Contents
Business Overview
Introduction
IFC
What We Do
2
Epistem: Contract Research Services
4
Epistem: Biomarker
6
Epistem: Novel Therapies
8
Our Business and Strategy
10
Review of the Year
Strength in Depth
12
Chairman's Statement
14
Chief Executive's Review
16
Governance
Board of Directors
20
Directors' Report
22
Directors' Remuneration Report
24
Corporate Governance Report
26
| 1 |
1cons | 61123319.txt_2 | 61123319.txt | Overview
Epistem Holdings Plc Annual Report 2008
1
···and getting better
· Year on year revenue growth of 52% · CRO operating margins increased two fold · Expansion of product services and US NIH contract · Accelerated development of our Novel Therapies therapeutic leads · Initial revenues generated from our new Biomarker business · £1.1m placing in November 2007 · Strong cash position · Shortlisted for best newcomer `TechMARK' award
Review of the Year
Governance
Contents
Business Overview
Introduction
IFC
What We Do
2
Epistem: Contract Research Services
4
Epistem: Biomarker
6
Epistem: Novel Therapies
8
Our Business and Strategy
10
Review of the Year
Strength in Depth
12
Chairman's Statement
14
Chief Executive's Review
16
Governance
Board of Directors
20
Directors' Report
22
Directors' Remuneration Report
24
Corporate Governance Report
26
Independent Auditors' Report
27
Accounts
Consolidated Income Statement
28
Consolidated Statement of Changes in Equity
29
Consolidated Balance Sheet
30
Consolidated Statement of Cash Flows
31
Notes to the Financial Statements
32
Company Balance Sheet
46
Company Statement of Changes in Equity
47
Company Statement of Cash Flows
48
Directors, Secretary and Advisers
IBC
Accounts
2
Epistem Holdings Plc Annual Report 2008
What We Do
Contract research services, clinical biomarkers and innovative therapeutics for drug development.
Contract Research Services (page 4)
Contract Research Services provide specialised preclinical efficacy testing primarily for drug development companies on a `fee for service' basis. The division is growing strongly and is cash generative and profitable. Our Contract Research Services group has an established eight-year track record of providing testing services to over 100 companies primarily in Europe and the United States, including most major pharmaceutical companies.
We assist companies with the preclinical development of their drug therapies to treat epithelial diseases including
· Cancers | 2 |
1cons | 61123319.txt_3 | 61123319.txt | Independent Auditors' Report
27
Accounts
Consolidated Income Statement
28
Consolidated Statement of Changes in Equity
29
Consolidated Balance Sheet
30
Consolidated Statement of Cash Flows
31
Notes to the Financial Statements
32
Company Balance Sheet
46
Company Statement of Changes in Equity
47
Company Statement of Cash Flows
48
Directors, Secretary and Advisers
IBC
Accounts
2
Epistem Holdings Plc Annual Report 2008
What We Do
Contract research services, clinical biomarkers and innovative therapeutics for drug development.
Contract Research Services (page 4)
Contract Research Services provide specialised preclinical efficacy testing primarily for drug development companies on a `fee for service' basis. The division is growing strongly and is cash generative and profitable. Our Contract Research Services group has an established eight-year track record of providing testing services to over 100 companies primarily in Europe and the United States, including most major pharmaceutical companies.
We assist companies with the preclinical development of their drug therapies to treat epithelial diseases including
· Cancers · Mucositis (cancer supportive care) · Inflammatory bowel disease · UV-induced skin damage · Wound healing · Skin and hair disorders
Biomarker (page 6)
Epistem has developed an innovative, minimally invasive biomarker test for pharmaceutical companies developing new drugs, initially in the area of oncology. The biomarker is designed to identify changes in gene expression that result from treatment with an oncology drug. The Company is currently working with several top-tier pharmaceutical companies and generated its first biomarker revenues during the year.
This proprietary new biomarker technology leverages the Company's knowledge of the behaviour of epithelial stem cells and high resolution gene expression techniques to measure drug effects during treatment.
Novel Therapies (page 8)
Epistem is discovering key regulators (proteins) of epithelial cells and developing therapeutics to control cell production, initially in the area of oncology. With over 80% of adult cancers arising from epithelial tissues, the Company believes that applying its understanding of the behaviour of stem cells and cell production will identify new targets and pathways for drug development.
The Novel Therapies division is focused on developing its own proprietary therapeutics based on its discovery of | 3 |
1cons | 61123319.txt_b0 | 61123319.txt | activities Proceeds from issue of share capital 1,065,704 3,090,637 Expenses of share issue (20,295) (607,542)
Net cash inflow from financing activities 1,045,409 2,483,095 Net (decrease)/increase in cash equivalents (12,413) 2,013,151
Cash and cash equivalents at beginning of year 2,013,151
Cash and cash equivalents at end of year 2,000,738 2,013,151
Analysis of net funds
Cash at bank and in hand 2,000,738 2,013,151
Bank overdrafts
Net funds 2,000,738 2,013,151
Directors, Secretary and Advisers
Directors David Evans Matthew Walls Prof. Chris Potten Catherine Booth Gerard Brady Roger Lloyd Jeffrey Moore Robert Nolan John Rylands
Company Secretary John Rylands
Registered Office 48 Grafton Street Manchester M13 9XX United Kingdom
Registrars Neville Registrars Limited 18 Laurel Lane Halesowen B63 3DA
Principal Banker Natwest Commercial Banking 1 Spinningfields Square Deansgate Manchester M3 3AP
Nominated Adviser & Broker Teathers Limited Beaufort House 15 St Botolph Street London EC3A 7QR
Auditors HW Chartered Accountants Bridge House Ashley Road Hale Cheshire WA14 2UT
Legal Advisers McGrigors LLP Princes Exchange 1 Earl Grey Street Edinburgh EH3 9AQ
Other Adviser Zeus Capital Limited 3 Ralli Courts West Riverside Manchester M3 5FT
Printed on Regency Satin (300gsm cover & 170gsm pages 1-48) Printed on Regency Satin is an FSC-recognised paper, produced from well-managed forests, and recycled wood or fibre. It is also elemental chlorine-free, has a neutral pH and is fully recyclable. This publication was printed with vegetable oil-based inks by an FSC-recognised printer that holds an ISO 14001 certification.
Controlling life-long tissue renewal
Epistem Plc 48 Grafton Street Manchester M13 9XX United Kingdom T +44 (0)161 606 7258 F +44 (0)161 606 7348
www.epistem.co.uk
| 4 |
1cons | 61123319.txt_b1 | 61123319.txt | 453,932 93,424 119,681 119,681 149,584 9,242,020
Review of the Year
Governance
Accounts
48
Epistem Holdings Plc Annual Report 2008
Company Statement of Cash Flows
For the year ended 30 June 2008
2008 £
2008 £
2007 £
2007 £
Cash flows from operating activities
Profit for the year
Share based payment expense
Operating profit before changes in working capital and provisions
(Increase) in trade and other receivables (1,196,003) Increase in trade and other payable 18,500 Cash outflow from operations (1,177,503)
(499,847)
(499,847)
Interest received 119,681 29,903
Tax (paid)/received
119,681
Net cash outflow from operating activities (1,057,822)
29,903 (469,944)
Cash flows from financing activities Proceeds from issue of share capital 1,065,704 3,090,637 Expenses of share issue (20,295) (607,542)
Net cash inflow from financing activities 1,045,409 2,483,095 Net (decrease)/increase in cash equivalents (12,413) 2,013,151
Cash and cash equivalents at beginning of year 2,013,151
Cash and cash equivalents at end of year 2,000,738 2,013,151
Analysis of net funds
Cash at bank and in hand 2,000,738 2,013,151
Bank overdrafts
Net funds 2,000,738 2,013,151
Directors, Secretary and Advisers
Directors David Evans Matthew Walls Prof. Chris Potten Catherine Booth Gerard Brady Roger Lloyd Jeffrey Moore Robert Nolan John Rylands
Company Secretary John Rylands
Registered Office 48 Grafton Street Manchester M13 9XX United Kingdom
Registrars Neville Registrars Limited 18 Laurel Lane Halesowen B63 3DA
Principal Banker Natwest Commercial Banking 1 | 5 |
1cons | 61170762.txt_0 | 61170762.txt | ANNUAL REPORT 2008
Mission
The Smurfit Kappa Group strives to be a customer-oriented, market-led company where the satisfaction of customers, the personal development of employees and respect for the environment are seen as being inseparable from the aim of optimising value for the shareholders.
Contents
2
2008 Financial Performance Overview
4
Group Profile
6
Chairman's Statement
8
Chief Executive's Review
11
Operations Review
16
Finance Review
24
Sustainability
28
Board of Directors
30
Corporate Governance Statement
38
Directors' Report
41
Remuneration Report
48
Statement of Directors' Responsibilities
49
Independent Auditors' Report
51
Group Income Statement
52
Group Statement of Recognised Income and Expense
53
Company Statement of Recognised Income and Expense
54
Group Balance Sheet
56
Company Balance Sheet
57
Group Cash Flow Statement
59
Company Cash Flow Statement
60
Notes to the Consolidated Financial Statements
142
Shareholder Information
As a market-facing company, Smurfit Kappa Group knows innovation is of strategic importance in securing and retaining our customers' business, especially in these challenging times. Innovative design is a unique selling point for the Group and serves to differentiate us in the marketplace. To foster innovation, we share best practice among the plants and divisions in the Group using our web-based tools such as Innobook. Also, internal competitions are held in both Europe and Latin America, with judging panels drawn from our customer base. These measures promote the pursuit of excellence in design and a close alignment with the needs of our customers.
2008 Financial Performance Overview
Revenue EBITDA before exceptional items and share-based payment expense EBITDA Margin Operating Profit (Loss)/Profit before Tax Free Cash Flow Net Debt Net Debt to EBITDA (LTM)
FY 2008 m
7,062
941 13.3% 282
(11) 281 3,185 3.4x
FY 2007 m
7,272
1,064 14.6% 562 170 186
3,404 3.2x
2
SKG | 0 |
1cons | 61170762.txt_1 | 61170762.txt | Consolidated Financial Statements
142
Shareholder Information
As a market-facing company, Smurfit Kappa Group knows innovation is of strategic importance in securing and retaining our customers' business, especially in these challenging times. Innovative design is a unique selling point for the Group and serves to differentiate us in the marketplace. To foster innovation, we share best practice among the plants and divisions in the Group using our web-based tools such as Innobook. Also, internal competitions are held in both Europe and Latin America, with judging panels drawn from our customer base. These measures promote the pursuit of excellence in design and a close alignment with the needs of our customers.
2008 Financial Performance Overview
Revenue EBITDA before exceptional items and share-based payment expense EBITDA Margin Operating Profit (Loss)/Profit before Tax Free Cash Flow Net Debt Net Debt to EBITDA (LTM)
FY 2008 m
7,062
941 13.3% 282
(11) 281 3,185 3.4x
FY 2007 m
7,272
1,064 14.6% 562 170 186
3,404 3.2x
2
SKG Half-Yearly Net Debt and Leverage Progression Significant and Continued Net Debt Reduction
5,000 4,000 3,000 2,000 1,000
0
4,882 5.5
3,605 3.6
3,404 3.2
3,285 3.1
3,185 3.4
Dec 06
Jun 07
NET DEBT IN m NET DEBT/EBITDA (LTM)
Dec 07
Jun 08
Dec 08
SMURFIT KAPPA GROUP : ANNUAL REPORT 2008
3
Group Profile
EUROPEAN OPERATIONS
Virgin Mills (5) Other Paper and Board Mills (23) Corrugated (168) Paper Sacks (11) Other (78)
Virgin Mills Recycled Containerboard Mills Corrugated Specialty Recovered Fibre
European Packaging
Sales Volumes
(million tonnes)
Recycled Containerboard
3.0
Kraftliner
1.5
Semi-Chemical
0.2
Corrugated
4.5
European Special | 1 |
1cons | 61170762.txt_2 | 61170762.txt | Half-Yearly Net Debt and Leverage Progression Significant and Continued Net Debt Reduction
5,000 4,000 3,000 2,000 1,000
0
4,882 5.5
3,605 3.6
3,404 3.2
3,285 3.1
3,185 3.4
Dec 06
Jun 07
NET DEBT IN m NET DEBT/EBITDA (LTM)
Dec 07
Jun 08
Dec 08
SMURFIT KAPPA GROUP : ANNUAL REPORT 2008
3
Group Profile
EUROPEAN OPERATIONS
Virgin Mills (5) Other Paper and Board Mills (23) Corrugated (168) Paper Sacks (11) Other (78)
Virgin Mills Recycled Containerboard Mills Corrugated Specialty Recovered Fibre
European Packaging
Sales Volumes
(million tonnes)
Recycled Containerboard
3.0
Kraftliner
1.5
Semi-Chemical
0.2
Corrugated
4.5
European Specialties Division
Sales Volumes
(million tonnes)
Solidboard
1.0
Solidboard Packaging
0.4
Sack Paper
0.1
Sacks
0.1
Latin America Packaging
Sales Volumes
Containerboard Corrugated
(million tonnes)
0.7 0.8
4
LATIN AMERICAN OPERATIONS
Virgin Mills (2) Other Paper and Board Mills (9) Corrugated (28) Paper Sacks (5) Other (30)
Virgin Mills Recycled Mills Corrugated Specialty Recovered Fibre Forestry
SKG at a Glance
SKG is a world leader in paper-based packaging. The Group operates in 22 countries in Europe and is the European leader in containerboard, solidboard, corrugated and solidboard packaging and has a key position in several other paper packaging market segments. The Group also operates in 9 countries in Latin America where it is the only pan-regional operator.
The Group's operations are divided into packaging and specialties. The packaging segment is highly integrated: it includes a system of paper mills that produce a full range | 2 |
1cons | 61170762.txt_3 | 61170762.txt | ties Division
Sales Volumes
(million tonnes)
Solidboard
1.0
Solidboard Packaging
0.4
Sack Paper
0.1
Sacks
0.1
Latin America Packaging
Sales Volumes
Containerboard Corrugated
(million tonnes)
0.7 0.8
4
LATIN AMERICAN OPERATIONS
Virgin Mills (2) Other Paper and Board Mills (9) Corrugated (28) Paper Sacks (5) Other (30)
Virgin Mills Recycled Mills Corrugated Specialty Recovered Fibre Forestry
SKG at a Glance
SKG is a world leader in paper-based packaging. The Group operates in 22 countries in Europe and is the European leader in containerboard, solidboard, corrugated and solidboard packaging and has a key position in several other paper packaging market segments. The Group also operates in 9 countries in Latin America where it is the only pan-regional operator.
The Group's operations are divided into packaging and specialties. The packaging segment is highly integrated: it includes a system of paper mills that produce a full range of containerboard that is converted into corrugated boxes by the Group's converting operations. Corrugated boxes are then shipped to the Group's end customers.
The corrugated market is a localised market and corrugated box plants need to be close to customers (generally no more than 250 to 300 kilometres), due to the relatively high cost of transporting the product.
Approximately 60% of the Group's corrugated customers are in food and beverage related businesses, the remainder being split across a wide range of different industries.
The packaging segment accounted for approximately 87% of the Group's revenue in 2008. The remainder was generated by the Group's specialties segment, which consists of the graphicboard and solidboard businesses, along with the carton, sack, and bag-in-box operations.
At the date of this report, the Group owns 39 mills (28 of which produce containerboard), 247 converting plants (most of which convert containerboard into corrugated boxes), 42 reclamation facilities (which provide recovered paper for the Group's mills) and 31 other production facilities carrying on other related activities.
SMURFIT KAPPA GROUP : ANNUAL REPORT 2008
5
Chairman's Statement
| 3 |
1cons | 61170762.txt_b0 | 61170762.txt | held as follows:
Number of shares
Number of shareholders
% of total
Number of shares held
'000
% of total
1-1,000
516
37.8
282
0.1
1,001-5,000
420
30.7
1,084
0.5
5,001-10,000
116
8.5
867
0.4
10,001-50,000
175
12.8
4,129
1.9
50,001-100,000
36
2.6
2,675
1.2
100,001-500,000
58
4.2
13,011
6.0
over 500,000
46
3.4
195,975
89.9
Totals
1,367
100
218,023
100
Stock Exchange Listings
The Company's shares are listed on the following exchanges:
Exchange
City
Symbol
ISE
Dublin
SK3
LSE
London
SKG
Financial Calendar
AGM Interim results announcement
8 May 2009 12 August 2009
Website
The Investors section on the Group's website, www.smurfitkappa.com, provides the full text of the financial results and copies of presentations to analysts and investors. Press releases are also made available in this section of the website immediately after release to the Stock Exchanges.
SMURFIT KAPPA GROUP : ANNUAL REPORT 2008
142
Registrars
Enquiries concerning shareholdings shares should be directed to the Company's Registrars: Capita Registrars (Ireland) Limited P.O. Box 7117 Dublin 2 Telephone: +353 (0)1 810 2400 Fax: +353 (0)1 810 2422 Website: www.capitaregistrars.ie
CREST Proxy Voting
CREST members wishing to appoint a proxy via the CREST system should refer to the CREST Manual and the notes to the Notice of the Annual General Meeting.
143
| 4 |
1cons | 61170762.txt_b1 | 61170762.txt | .V., Smurfit Nederland Holding B.V., Smurfit Kappa Specialties Division B.V., Smurfit Kappa Solid Board B.V., Smurfit Kappa GSF B.V., Smurfit Kappa recycling B.V., Kappa Graphic Board USA B.V., Smurfit Kappa Development Centre B.V., Smurfit Kappa Trimbach B.V., Carton Creations B.V., Steijn Vastgoed B.V., Smurfit Kappa Paper Services B.V., Smurfit Kappa Roermond Papier B.V., Kappa Holding (Nederland) B.V., Smurfit Kappa RapidCorr Eindhoven B.V., Smurfit Kappa Hermes N.V., Smurfit Kappa Paper Sales Benelux B.V., Smurfit Kappa Group IS Nederland B.V.
141
Shareholder Information
CREST
Transfer of the Company's shares takes place through the CREST settlement system. Shareholders have the choice of holding their shares in electronic form or in the form of share certificates.
Ordinary Shareholdings
On 31 December 2008, the ordinary shares of the Company in issue were held as follows:
Number of shares
Number of shareholders
% of total
Number of shares held
'000
% of total
1-1,000
516
37.8
282
0.1
1,001-5,000
420
30.7
1,084
0.5
5,001-10,000
116
8.5
867
0.4
10,001-50,000
175
12.8
4,129
1.9
50,001-100,000
36
2.6
2,675
1.2
100,001-500,000
58
4.2
13,011
6.0
over 500,000
46
3.4
195,975
89.9
Totals
1,367
100
218,023
100
Stock Exchange Listings
The Company's shares are listed on the following exchanges: | 5 |
1cons | 60590301.txt_0 | 60590301.txt | ANNUAL REPORT & ACCOUNTS 2004
CONTENTS
CONTENTS
Chairman's review
3
Directors, officers and professional advisers
7
Directors' report
9
Report of the Remuneration Committee
17
Independent Auditors' report to the members of Medisys PLC
20
Consolidated profit and loss account
21
Consolidated statement of total recognised gains and losses
22
Consolidated balance sheet
23
Company balance sheet
24
Consolidated cash flow statement
25
Notes to the financial statements
26
The meter featured on the cover is the latest biosensor technology diveloped by Hypoguard's Development Division - to be introduced in 2005.
2 Medisys PLC
CHAIRMAN'S REVIEW
CHAIRMAN'S REVIEW
During the financial year ended 30 September 2004 Medisys achieved a number of key milestones. Two significant products were launched during the period: the NewTek blood glucose monitor, which was launched nationally by Wal*Mart, and the Futura Safety Syringe which, following a number of delays, was also launched in the US market. In addition, the Group entered into a major supply agreement with Liberty Medical in relation to the Advance Micro-draw product, which is expected to result in aggregate sales of approximately £20 million over the first three years of the contract. The Group also reported an improved financial performance in 2004. While turnover decreased, largely as a result of the impact of a weakening US dollar, losses were significantly reduced as recent cost reduction initiatives took full effect.
OPERATIONAL REVIEW
Long Term Care ("LTC") Products Medisys has maintained its market leading position in the LTC segment of the US blood glucose monitoring market with a market share of approximately 37%. On a constant exchange rate basis, revenues from the LTC glucose monitoring segment increased by 10%, largely reflecting growth in the overall size of this market. Products sold into the LTC segment include Supreme and the Assure family of products. Sales of Supreme are continuing their gradual decline as anticipated, as the product is replaced in the market by the Group's more recently launched Assure 3. As the market leader within LTC, the Group is seeing considerable competition in this segment, both from established competitors and also from new entrants into the market. This is resulting in some | 0 |
1cons | 60590301.txt_1 | 60590301.txt | number of delays, was also launched in the US market. In addition, the Group entered into a major supply agreement with Liberty Medical in relation to the Advance Micro-draw product, which is expected to result in aggregate sales of approximately £20 million over the first three years of the contract. The Group also reported an improved financial performance in 2004. While turnover decreased, largely as a result of the impact of a weakening US dollar, losses were significantly reduced as recent cost reduction initiatives took full effect.
OPERATIONAL REVIEW
Long Term Care ("LTC") Products Medisys has maintained its market leading position in the LTC segment of the US blood glucose monitoring market with a market share of approximately 37%. On a constant exchange rate basis, revenues from the LTC glucose monitoring segment increased by 10%, largely reflecting growth in the overall size of this market. Products sold into the LTC segment include Supreme and the Assure family of products. Sales of Supreme are continuing their gradual decline as anticipated, as the product is replaced in the market by the Group's more recently launched Assure 3. As the market leader within LTC, the Group is seeing considerable competition in this segment, both from established competitors and also from new entrants into the market. This is resulting in some downward pressure on selling prices and margins. To date the Group has responded to increased competition by focusing on superior customer service and through promotional programmes. Looking ahead, the Group will be seeking to consolidate its leadership position and believes that the margin impact of these competitive influences can be minimised by increasing efficiency and by carefully controlling costs. The Haemolance safety lancet continued to sell strongly in 2004 with sales increasing by 12% on a constant exchange rate basis. The product now enjoys a market share within LTC of approximately 50%.
Retail Products NewTek is the first disposable, integrated, cartridge-based glucose monitoring system. It offers the person with diabetes a greatly enhanced level of convenience over conventional systems, eliminating the need to handle the test strip. Handling of test strips is a considerable issue for some patients, especially those with poor eyesight, a common side-effect of diabetes, and elderly patients with poor manual dexterity. NewTek was launched nationally in the US by Wal*Mart, the Group's retail partner, commencing in August 2004 as a product within the ReliOn brand of diabetes products and is now available in over 3,000 Wal*Mart stores. To date, the feedback from Wal*Mart has been consistently positive and the product is | 1 |
1cons | 60590301.txt_2 | 60590301.txt | downward pressure on selling prices and margins. To date the Group has responded to increased competition by focusing on superior customer service and through promotional programmes. Looking ahead, the Group will be seeking to consolidate its leadership position and believes that the margin impact of these competitive influences can be minimised by increasing efficiency and by carefully controlling costs. The Haemolance safety lancet continued to sell strongly in 2004 with sales increasing by 12% on a constant exchange rate basis. The product now enjoys a market share within LTC of approximately 50%.
Retail Products NewTek is the first disposable, integrated, cartridge-based glucose monitoring system. It offers the person with diabetes a greatly enhanced level of convenience over conventional systems, eliminating the need to handle the test strip. Handling of test strips is a considerable issue for some patients, especially those with poor eyesight, a common side-effect of diabetes, and elderly patients with poor manual dexterity. NewTek was launched nationally in the US by Wal*Mart, the Group's retail partner, commencing in August 2004 as a product within the ReliOn brand of diabetes products and is now available in over 3,000 Wal*Mart stores. To date, the feedback from Wal*Mart has been consistently positive and the product is achieving steadily increasing sales. In September, approximately 2,000 in store display units, each designed to hold six fully packaged NewTek units were shipped to Wal*Mart stores to further improve in store merchandising. In addition, in early 2005 the Group plans to conduct a public relations campaign using an external agency, which will be aimed at creating awareness of the unique features and benefits of NewTek for people with diabetes.
Mail Order The Group currently sells two products into the mail order segment: Advance Micro-draw and QuickTek. A supply agreement was entered into in July 2004 with Liberty Medical, the leading direct to consumer US mail-order diabetes products supplier, under which sales amounting to approximately £20 million are anticipated over the first three years of the contract. The Group is currently shipping product to Liberty at a level consistent with the agreed forecast. In addition, Advance Micro-draw is being sold to other mail-order customers. The Group has ordered much of the equipment necessary to achieve the required scale-up in production of Advance Micro-draw. The first phase of the scale-up involves installing final strip conversion and packaging lines at the Group's facility in Minneapolis. This equipment is due to be installed in February 2005 and is expected to be commissioned | 2 |
1cons | 60590301.txt_3 | 60590301.txt | achieving steadily increasing sales. In September, approximately 2,000 in store display units, each designed to hold six fully packaged NewTek units were shipped to Wal*Mart stores to further improve in store merchandising. In addition, in early 2005 the Group plans to conduct a public relations campaign using an external agency, which will be aimed at creating awareness of the unique features and benefits of NewTek for people with diabetes.
Mail Order The Group currently sells two products into the mail order segment: Advance Micro-draw and QuickTek. A supply agreement was entered into in July 2004 with Liberty Medical, the leading direct to consumer US mail-order diabetes products supplier, under which sales amounting to approximately £20 million are anticipated over the first three years of the contract. The Group is currently shipping product to Liberty at a level consistent with the agreed forecast. In addition, Advance Micro-draw is being sold to other mail-order customers. The Group has ordered much of the equipment necessary to achieve the required scale-up in production of Advance Micro-draw. The first phase of the scale-up involves installing final strip conversion and packaging lines at the Group's facility in Minneapolis. This equipment is due to be installed in February 2005 and is expected to be commissioned by the end of March 2005. Installation of this equipment is necessary to put in place sufficient production capacity to fulfil the requirements of the Liberty contract and to deliver the economies of scale required to achieve the target gross margin on the product. In the interim period, sales of Advance Micro-Draw are expected to generate a considerably reduced gross margin.
Medisys PLC 3
CHAIRMAN'S REVIEW
As reported in the Interim Results, sales growth of QuickTek tailed off during the year, though any shortfall in expected revenues is now being more than compensated for by sales of Advance Micro-draw. It is anticipated that QuickTek sales will be maintained at the current level for the foreseeable future, based on the current installed base of meters and new additional distributors, who have been appointed in markets outside of the US.
European Markets As previously reported, the Group is now actively pursuing distribution opportunities, particularly for Advance Micro-draw, in European markets. Initial indications are that there is a high level of interest from prospective commercial partners. The Board anticipates successfully concluding negotiations with suitable partners during 2005.
Research and Development While the Group's current product range now compares very favourably with those of its leading big brand competitors, the Board believes that | 3 |
1cons | 60590301.txt_b0 | 60590301.txt | ,615 600
(602) 825
(1,754) (819)
27 - Analysis of changes in net debt
At 30 September 2003 £'000
Cash at bank
887
Overdraft
(1,108)
(221)
Bank loans
(9,036)
Total
(9,257)
Cash flow 2003 £'000
1,777
1,108
2,885
805
3,690
Exchange rate movements 2003 £'000
(64)
-
(64)
717
653
At 30 September 2004 £'000
2,600
-
2,600
(7,514)
(4,914)
28 - Reconciliation of net cash movements to net funds
Increase/(decrease) in net funds resulting from cash flows Translation difference Movement in the net funds in the year Net debt at 1 October Net debt at 30 September
2004 £'000 3,690
653 4,343 (9,257) (4,914)
2003 £'000 (3,874)
454 (3,420) (5,837) (9,257)
29 - Related party disclosures By virtue of the exemption in Financial Reporting Standard 8 for 90 per cent subsidiaries, transactions between companies in the Group are not disclosed. Details of transactions between the Group and any other companies in which the Directors of Medisys PLC have an interest are disclosed in the Report of Directors' Remuneration on pages 17 to 19.
30 - Patent Infringement Litigation In March 2004, Hypoguard USA, Inc. (the Group's US blood glucose monitoring subsidiary) was named in a complaint made by Roche Diagnostic Corp. alleging that the Assure family of products infringe certain patents. Hypoguard is one of four defendants named on the complaint including the manufacturer of Assure products, Apex Biotechnology Corp. Apex has provided an indemnity for liability arising from the Assure products infringing the intellectual property of a third party under the terms of its supply agreement with Hypoguard. Hypoguard has filed a response to the complaint. Based on the information currently available to them the Directors are of the opinion that no liability to the Group will arise as a result of this action.
Medisys PLC 43
| 4 |
1cons | 60590301.txt_b1 | 60590301.txt | Group operates a defined contribution pension scheme. The pension charge for the year represents contributions payable by the Group to the fund and amounts to £34,000 (2003: £37,000). An amount of nil (2003: nil) is included in accruals representing contributions payable to this defined contribution scheme at 30 September 2004.
42 Medisys PLC
NOTES TO THE FINANCIAL STATEMENTS
26 - Reconciliation of operating loss to net cash outflow from operating activities
2004 £'000
Operating loss
(1,047)
Depreciation and amortisation
3,106
Loss on disposal of fixed assets
(14)
Loss on sale of financial assets
109
Write down tangible fixed assets
296
Write down financial assets
-
Increase in stocks
(738)
(Increase)/decrease in debtors
(2,668)
Increase/(decrease) in creditors
256
Net cash outflow from operating activities
(700)
2003 £'000 (5,164) 3,121
540 -
1,615 600
(602) 825
(1,754) (819)
27 - Analysis of changes in net debt
At 30 September 2003 £'000
Cash at bank
887
Overdraft
(1,108)
(221)
Bank loans
(9,036)
Total
(9,257)
Cash flow 2003 £'000
1,777
1,108
2,885
805
3,690
Exchange rate movements 2003 £'000
(64)
-
(64)
717
653
At 30 September 2004 £'000
2,600
-
2,600
(7,514)
(4,914)
28 - Reconciliation of net cash movements to net funds
Increase/(decrease) in net funds resulting from cash flows Translation difference Movement in the net funds in the year Net debt at 1 October Net debt at 30 September
2004 £'000 3,690
653 4,343 (9,257) (4,914)
2003 £'000 (3,874)
454 (3 | 5 |
1cons | 60217626.txt_0 | 60217626.txt | Underlying strength The Vitec Group plc annual report for 2001
At the heart of Vitec is an exceptional group of worldwide camera and lighting support brands, together with leading intercoms and equipment rental businesses. Whilst not immune from the current downturn, these businesses have demonstrated their strength and resilience in the most testing market conditions seen for some years.
Financial highlights
1
Chairman's statement
2
Chief executive's review
3
Group overview
4
Divisional reports
Broadcast camera systems
8
Photographic and retail display
10
Communications and audio
12
Broadcast services
14
Financial review
16
Directors and advisors
17
Directors' report
18
Corporate governance
26
Statement of directors' responsibilities
29
Independent auditors' report
30
Accounts 2001
Consolidated profit and loss account
31
Balance sheets
32
Consolidated statement of total recognised gains and losses 33
Reconciliation of movements in shareholders' funds
33
Consolidated cash flow statement
34
Notes to the accounts
35
Five-year financial summary
59
Group directory
60
Shareholder information and financial calendar
Inside back cover
Pictured above left to right: Sachtler Variohoist at the SF DRS studio in Zürich. Gitzo tripods used by photographers world-wide. Vinten remote control camera equipment in the NASDAQ stock exchange, New York. Bexel providing the broadcast infrastructure at a Britney Spears pop concert in Las Vegas.
Financial highlights
· Healthy margins despite difficult market conditions · Tight focus on costs in second half · Cash conversion of operating profit* improved to 138% · Recommended increase in total dividend of 7%
Turnover (£million)
Operating profit* (£million)
Headline earnings per share* (pence)
Dividend per share (pence)
144.6 162.3 171.4 200.0 190.4 38.4 40.0 38.2 40.1
30.6 53.4 58.2 54.3 62.8
46.4 14.0
16. | 0 |
1cons | 60217626.txt_1 | 60217626.txt | olidated cash flow statement
34
Notes to the accounts
35
Five-year financial summary
59
Group directory
60
Shareholder information and financial calendar
Inside back cover
Pictured above left to right: Sachtler Variohoist at the SF DRS studio in Zürich. Gitzo tripods used by photographers world-wide. Vinten remote control camera equipment in the NASDAQ stock exchange, New York. Bexel providing the broadcast infrastructure at a Britney Spears pop concert in Las Vegas.
Financial highlights
· Healthy margins despite difficult market conditions · Tight focus on costs in second half · Cash conversion of operating profit* improved to 138% · Recommended increase in total dividend of 7%
Turnover (£million)
Operating profit* (£million)
Headline earnings per share* (pence)
Dividend per share (pence)
144.6 162.3 171.4 200.0 190.4 38.4 40.0 38.2 40.1
30.6 53.4 58.2 54.3 62.8
46.4 14.0
16.1 18.5 21.2 22.7
97 98 99 00 01
97 98 99 00 01
*before exceptional items and goodwill amortisation
97 98 99 00 01
97 98 99 00 01
The Vitec Group 1
Chairman's statement
Overview In contrast to my statement this time last year, when I was able to report that most of our companies had enjoyed record years, this year the Group's results declined significantly. Many of our businesses are dependent upon the broadcast industry, which has witnessed savage reductions in advertising revenues. However, whilst the lower volumes, combined with an increase in our operating expenses in the first half, inevitably led to a decline in profits, the Group continued to enjoy healthy margins and remains strongly capitalised. As I reported at the time of our interims in early September, we took firm action on costs, particularly in the latter part of 2001, which restored our margins to 16% for the full year. In the second half of the year we reduced the Group`s operating expenses by over £6 million compared to the first half.
Financials Turnover decreased by 5% from the record levels of 2000 to £190.4 million the first time in | 1 |
1cons | 60217626.txt_2 | 60217626.txt | 1 18.5 21.2 22.7
97 98 99 00 01
97 98 99 00 01
*before exceptional items and goodwill amortisation
97 98 99 00 01
97 98 99 00 01
The Vitec Group 1
Chairman's statement
Overview In contrast to my statement this time last year, when I was able to report that most of our companies had enjoyed record years, this year the Group's results declined significantly. Many of our businesses are dependent upon the broadcast industry, which has witnessed savage reductions in advertising revenues. However, whilst the lower volumes, combined with an increase in our operating expenses in the first half, inevitably led to a decline in profits, the Group continued to enjoy healthy margins and remains strongly capitalised. As I reported at the time of our interims in early September, we took firm action on costs, particularly in the latter part of 2001, which restored our margins to 16% for the full year. In the second half of the year we reduced the Group`s operating expenses by over £6 million compared to the first half.
Financials Turnover decreased by 5% from the record levels of 2000 to £190.4 million the first time in over 5 years that we have suffered a decline in the top line. Profit before tax, exceptional items and goodwill amortisation was £28.0 million, a decrease of 25% over 2000. Headline earnings per share decreased by 26% to 46.4p.
Operating cash flow, before exceptional items and goodwill amortisation, remained strong. We converted 138% (2000: 114%) of our operating profits into cash, and free cash flow was £18 million (2000: £17.6 million). We made no major acquisitions during the year and net debt at the year end was £22.5 million.
Goodwill amortisation was £0.9 million (2000: £0.6 million) and exceptional items, net of tax, were a charge of £3.2 million (2000: £1.9 million).
Charitable donations Thankfully none of our staff were injured in the events of September 11. Nevertheless, over half of the Group's business is in the USA and we considered it entirely appropriate to donate US$100,000 to the Twin Towers Fund in New York. Also many of our US and European staff made personal contributions to other funds which are helping families affected by that tragic event.
People | 2 |
1cons | 60217626.txt_3 | 60217626.txt | over 5 years that we have suffered a decline in the top line. Profit before tax, exceptional items and goodwill amortisation was £28.0 million, a decrease of 25% over 2000. Headline earnings per share decreased by 26% to 46.4p.
Operating cash flow, before exceptional items and goodwill amortisation, remained strong. We converted 138% (2000: 114%) of our operating profits into cash, and free cash flow was £18 million (2000: £17.6 million). We made no major acquisitions during the year and net debt at the year end was £22.5 million.
Goodwill amortisation was £0.9 million (2000: £0.6 million) and exceptional items, net of tax, were a charge of £3.2 million (2000: £1.9 million).
Charitable donations Thankfully none of our staff were injured in the events of September 11. Nevertheless, over half of the Group's business is in the USA and we considered it entirely appropriate to donate US$100,000 to the Twin Towers Fund in New York. Also many of our US and European staff made personal contributions to other funds which are helping families affected by that tragic event.
People Following the resignation of our previous Chief executive in July last year, we appointed Gareth Rhys Williams as Chief executive on 23 November. I and other Board members are delighted that he agreed to join us and he is already demonstrating a good understanding of the issues which we need to address to achieve future growth.
Our staff throughout the Group have worked tirelessly to minimise the impact of poor market conditions on our businesses. I would like to thank them personally for their efforts and their continuing loyalty to the Group. None of our senior staff received an annual performancerelated bonus and salaries have been frozen for many of them.
Future prospects A recovery in our own fortunes is heavily dependent upon a recovery of the markets in which we operate. With continuing economic uncertainty in the USA and Europe, we are cautious about short-term prospects in the broadcast industry. However we continue to take action on costs and remain confident that Vitec is well positioned to take advantage of an upturn in our markets.
We continue to look at possible acquisitions of companies in our markets, where we are able to add value and where these businesses can be secured at an acceptable price. The next year may well provide suitable targets.
Dividend Reflecting the directors' continuing belief in the strength of the | 3 |
1cons | 60217626.txt_b0 | 60217626.txt | Overseas only).
Share price information The middle market price of a share of The Vitec Group plc on 31 December 2001, the last dealing day of 2001, was 425p. During the year the share price fluctuated between 330p and 562.5p. The Company's share price is available from the Group's website www.vitecgroup.com, with a 15 minute delay, and from the Financial Times web site www.ft.com with a similar delay. Up-to-date market information and the Company's share price are available from the Cityline service operated by the Financial Times by telephoning 0906 8434404.
Financial calendar Annual general meeting Ex-dividend date for 2001 final dividend Record date for 2001 final dividend Proposed 2001 final dividend payment date Announcement of 2002 interim results Proposed 2002 interim dividend payment date
17 April 2002 24 April 2002 26 April 2002 23 May 2002 September 2002 November 2002
Analysis of shareholdings as at 31 December 2001
Shares held Up to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 50,000 50,001 to 100,000 100,001 and over
Institutions and companies Individuals including directors and their families
Number of holders
758 353 61 63 34 71
1,340
440 900
1,340
% of holders 56.57 26.34 4.55 4.70 2.54 5.30
100.00
32.84 67.16
100.00
Number of shares 309,027 839,947 429,488
1,572,724 2,565,796 35,268,770
40,985,752
37,842,515 3,143,237
40,985,752
% of shares 0.75 2.05 1.05 3.84 6.26 86.05
100.00
92.33 7.67
100.00
Designed & produced by Dialog abc limited. Printed by Hyway Financial London & Edinburgh 66208
Group head office One Wheatfield Way Kingston upon Thames Surrey KT1 2TU United Kingdom Tel: +44 (0)20 8939 4650 Fax: +44 (0)20 8939 4680 Email: info@vitecgroup.com Web: www.vitecgroup.com
| 4 |
1cons | 60217626.txt_b1 | 60217626.txt | rake Electronics 26-28 The Hydeway Welwyn Garden City Hertfordshire AL7 3UQ UK Tel: +44 (01727) 871200 Fax: +44 (01707) 371266 www.drake-uk.com
Broadcast services
Audio Specialties Group 465 Herndon Parkway Herndon VA 20170-5202 USA Tel: +1 (703) 471 7887 Fax: +1 (703) 437 1107 www.a-s-group.com
Bexel 801 South Main Street Burbank CA 91506 USA Tel: +1 (818) 841 5051 Fax: +1 (818) 841 5729 www.bexel.com
60 The Vitec Group
Shareholder information and financial calendar
Shareholder enquiries For enquiries about your shareholding, such as dividends or loss of share certificate, please contact the Company's registrars, Capita IRG plc, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU, telephone 0870 162 3100 (UK only) or +44 (0)20 8639 2157 (Overseas only).
Share price information The middle market price of a share of The Vitec Group plc on 31 December 2001, the last dealing day of 2001, was 425p. During the year the share price fluctuated between 330p and 562.5p. The Company's share price is available from the Group's website www.vitecgroup.com, with a 15 minute delay, and from the Financial Times web site www.ft.com with a similar delay. Up-to-date market information and the Company's share price are available from the Cityline service operated by the Financial Times by telephoning 0906 8434404.
Financial calendar Annual general meeting Ex-dividend date for 2001 final dividend Record date for 2001 final dividend Proposed 2001 final dividend payment date Announcement of 2002 interim results Proposed 2002 interim dividend payment date
17 April 2002 24 April 2002 26 April 2002 23 May 2002 September 2002 November 2002
Analysis of shareholdings as at 31 December 2001
Shares held Up to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 50,000 50,001 to 100,000 100,001 and over
Instit | 5 |
1cons | 61746899.txt_0 | 61746899.txt | WE REDUCE
YOUR ENERGY
CONSUMPTION
ANNUAL
REPORT &
UTILITYWISE HOUSE 30-31 LONG ROW SOUTH SHIELDS TYNE AND WEAR NE33 1JA
T: 0870 626 0559 E: info@utilitywise.com
www.utilitywise.com
ACCOUNTS 2012
COMPANY INFORMATION
Directors
G Thompson G A Thompson A Richardson R Feigen (appointed 10 May 2012) P Hailes (appointed 10 May 2012) T Maxfield (appointed 10 May 2012)
Secretary
A Richardson
Registered office and principal place of business
Utilitywise House 30-31 Long Row South Shields Tyne and Wear NE33 1JA
Registered number
05849580
Statutory auditors
BDO LLP 1 Bridgewater Place Water Lane Leeds LS11 5RU
Bankers
Lloyds TSB Plc 54 Fawcett Street Sunderland Tyne and Wear SR1 1SF
Nominated advisor and broker
finnCap Ltd 60 New Broad Street London EC2M 1JJ
0 1 Utilitywise Annual Report & Accounts 2012
CONTENTS
ABOUT US 02 PRODUCTS AND SERVICES 03 GROUP HIGHLIGHTS AND RESULTS AT A GLANCE 04 CHAIRMAN'S STATEMENT 06 CEO STATEMENT 08 CFO STATEMENT 10 BOARD OF DIRECTORS 12 DIRECTORS' REPORTS 14 FINANCIAL REPORT 18
ABOUT US
UTILITYWISE IS A LEADING INDEPENDENT UTILITY COST MANAGEMENT CONSULTANCY OFFERING ENERGY PROCUREMENT AND ENERGY MANAGEMENT PRODUCTS AND SERVICES TO ITS BUSINESS CUSTOMERS THROUGHOUT THE UK. THE COMPANY HAS ESTABLISHED TRADING RELATIONSHIPS WITH A NUMBER OF THE MAJOR UK ENERGY SUPPLIERS. UTILITYWISE PROVIDES SERVICES TO ITS CUSTOMERS DESIGNED TO ASSIST THEM IN ACHIEVING BETTER VALUE FROM THEIR ENERGY CONTRACTS, REDUCING THEIR ENERGY CONSUMPTION AND LOWERING THEIR CARBON FOOTPRINT. THE GROUP OPERATES FROM ITS HEADQUARTERS IN SOUTH SHIELDS WHERE IT CURRENTLY EMPLOYS AROUND 300 STAFF ACROSS | 0 |
1cons | 61746899.txt_1 | 61746899.txt | ABOUT US 02 PRODUCTS AND SERVICES 03 GROUP HIGHLIGHTS AND RESULTS AT A GLANCE 04 CHAIRMAN'S STATEMENT 06 CEO STATEMENT 08 CFO STATEMENT 10 BOARD OF DIRECTORS 12 DIRECTORS' REPORTS 14 FINANCIAL REPORT 18
ABOUT US
UTILITYWISE IS A LEADING INDEPENDENT UTILITY COST MANAGEMENT CONSULTANCY OFFERING ENERGY PROCUREMENT AND ENERGY MANAGEMENT PRODUCTS AND SERVICES TO ITS BUSINESS CUSTOMERS THROUGHOUT THE UK. THE COMPANY HAS ESTABLISHED TRADING RELATIONSHIPS WITH A NUMBER OF THE MAJOR UK ENERGY SUPPLIERS. UTILITYWISE PROVIDES SERVICES TO ITS CUSTOMERS DESIGNED TO ASSIST THEM IN ACHIEVING BETTER VALUE FROM THEIR ENERGY CONTRACTS, REDUCING THEIR ENERGY CONSUMPTION AND LOWERING THEIR CARBON FOOTPRINT. THE GROUP OPERATES FROM ITS HEADQUARTERS IN SOUTH SHIELDS WHERE IT CURRENTLY EMPLOYS AROUND 300 STAFF ACROSS ITS OPERATIONS.
02/03 Utilitywise Annual Report & Accounts 2012
PRODUCTS AND SERVICES
Account Care
Energy Account Management
Our Account Care service makes sure that you are getting the best value out of your energy supplier and what you are being charged is right for your business.
Carbon Zero
You can make your business energy carbon neutral by offsetting your business gas and electricity usage through Utilitywise. Carbon management represents a new and fundamental challenge for business. How companies respond to this challenge is fast becoming a strategic issue.
EcoFit
Our Ecofit team can fit a range of energy saving devices and equipment into industrial and commercial properties.
EDD:E
Energy Monotoring
Edd:e monitors each circuit on the distribution board it is wired to. This means that you can see detailed energy use for every circuit from every distribution board in your business, 24-hours a day and 365 days a year.
Energy Audit
Our energy audit is a full review of your site conducted by teams of qualified and accredited energy surveyors.
CARBON ZERO
Energy Health Check
The Energy Health Check is the first step in reducing your energy costs and lowering your carbon footprint.
Smart Meters | 1 |
1cons | 61746899.txt_2 | 61746899.txt | ITS OPERATIONS.
02/03 Utilitywise Annual Report & Accounts 2012
PRODUCTS AND SERVICES
Account Care
Energy Account Management
Our Account Care service makes sure that you are getting the best value out of your energy supplier and what you are being charged is right for your business.
Carbon Zero
You can make your business energy carbon neutral by offsetting your business gas and electricity usage through Utilitywise. Carbon management represents a new and fundamental challenge for business. How companies respond to this challenge is fast becoming a strategic issue.
EcoFit
Our Ecofit team can fit a range of energy saving devices and equipment into industrial and commercial properties.
EDD:E
Energy Monotoring
Edd:e monitors each circuit on the distribution board it is wired to. This means that you can see detailed energy use for every circuit from every distribution board in your business, 24-hours a day and 365 days a year.
Energy Audit
Our energy audit is a full review of your site conducted by teams of qualified and accredited energy surveyors.
CARBON ZERO
Energy Health Check
The Energy Health Check is the first step in reducing your energy costs and lowering your carbon footprint.
Smart Meters
Smart meters (also known as AMR meters) are a new generation of electricity and gas meters which communicate your energy use on an on-going basis with your energy supplier. They put to an end to estimated bills and someone coming to read the meter.
Utility Insight
Your smart meter is only as good as the reporting tool that allows you to analyse the data. Turning smart meter data into business information is done by Utility Insight, our web based reporting platform.
ECOFIT
UTILITY INSIGHT
ACCOUNT
EDD:E
CARE
SMART
METERS
ENERGY AUDIT
ENERGY HEALTH CHECK
GROUP HIGHLIGHTS AND
RESULTS AT
04/05 Utilitywise Annual Report & Accounts 2012
A GLANCE
REVENUE (£m)
EBITDA* (£m)
PBT* (£m)
EPS** (p)
2012 - 14.6 2011 - 11.7
25%
Proforma reflects situation had EMU been part of the group as at 1 August 2010 (acquired 31 January 2012)
2012 - 4.7 | 2 |
1cons | 61746899.txt_3 | 61746899.txt |
Smart meters (also known as AMR meters) are a new generation of electricity and gas meters which communicate your energy use on an on-going basis with your energy supplier. They put to an end to estimated bills and someone coming to read the meter.
Utility Insight
Your smart meter is only as good as the reporting tool that allows you to analyse the data. Turning smart meter data into business information is done by Utility Insight, our web based reporting platform.
ECOFIT
UTILITY INSIGHT
ACCOUNT
EDD:E
CARE
SMART
METERS
ENERGY AUDIT
ENERGY HEALTH CHECK
GROUP HIGHLIGHTS AND
RESULTS AT
04/05 Utilitywise Annual Report & Accounts 2012
A GLANCE
REVENUE (£m)
EBITDA* (£m)
PBT* (£m)
EPS** (p)
2012 - 14.6 2011 - 11.7
25%
Proforma reflects situation had EMU been part of the group as at 1 August 2010 (acquired 31 January 2012)
2012 - 4.7 2011 - 3.7
Financial Highlights
Proforma revenue increased by 25% to £14.6m (2011: £11.7m) Proforma EBITDA increased by 25% to £4.7m (2011: £3.7m) Proforma PBT increased by 23% to £4.3m (2011: £3.5m) Proforma EPS increased by 39% to 6.4p (2011: 4.6p) Net cash at the year end of £8.2 million (2011: £0.2m) Maiden dividend of 1p proposed ahead of schedule
25%
2012 - 4.3 2011 - 3.5
23%
2012 - 6.4 2011 - 4.6
39%
**Excludes exceptional items relating to a one off lease termination fee of £75,000 and £316,398 of listing costs. **Share number adjusted to 2012 fully diluted base.
Corporate Highlights
Acquisition of Eco Monitoring Utility Systems Limited ("EMU") in January 2012
Listing on AIM on 12 June 2012 raising £6.9 million (before expenses)
New contracted meters | 3 |
1cons | 61746899.txt_b0 | 61746899.txt | pected volatility
37.0%
Expected option life (in years)
3
Weighted average share price (in pence)
60
Weighted average exercise price (in pence)
60
Weighted average fair value of options granted (in pence) 15
Warrants
Risk free interest rate
0.26%
Expected volatility
33.0%
Expected warrant life (in years)
2
Weighted average share price (in pence)
60
Weighted average exercise price (in pence)
60
Weighted average fair value of warrants granted (in pence) 11
The share-based remuneration expense comprises: Equity settled LTIPS Warrants
18,112 2,840
20,952
58/59 Utilitywise Annual Report & Accounts 2012
16. TRANSACTIONS WITH DIRECTORS
The following loans to directors subsisted during the year ended 31 July 2012 and year ended 31 July 2011:
2012 £
G Thompson Balance outstanding at start of year Amounts advanced Amounts repaid
1,234,137 1,758,714 (2,992,851)
Balance outstanding at end of year
-
G A Thompson Balance outstanding at start of year Amounts advanced Amounts repaid
156,756 66,427
(223,183)
Balance outstanding at end of year
-
A Richardson Balance outstanding at start of year Amounts advanced Amounts repaid
98,361 42,282 (140,643)
Balance outstanding at end of year
-
2011 £
876,692 1,064,279
(706,834) 1,234,137
50,589 192,167 (86,000) 156,756
15,295 150,066 (67,000)
98,361
During the year payments totalling £249,870 were made for services received from Hub Capital Partners Limited, in which R Feigen is a Director.
17. RELATED PARTY TRANSACTIONS
Related party transactions are disclosed in note 25 to the consolidated financial statements. There were no other transactions with related parties during the year.
NOTES
60 Utilitywise Annual Report & Accounts 2012
| 4 |
1cons | 61746899.txt_b1 | 61746899.txt | year Exercised during the year Outstanding at 31 July Exercisable at 31 July Warrants
At 01 Aug Granted during the year Forfeited during the year Exercised during the year Outstanding at 31 July Exercisable at 31 July
2012
Number of Weighted average
share options
exercise price
-
-
2,126,250
60p
-
-
-
-
2,126,250
60p
-
-
2012
Number of Weighted average
share options
exercise price
-
-
333,332
60p
-
-
-
-
333,332
60p
-
-
Options are valued using the Black- Scholes option pricing model. The following information is relevant in the determination of the fair value of options and warrants granted during the year.
15. SHARE-BASED PAYMENTS CONTINUED
2012
Equity settled - LTIPS
Risk free interest rate
0.37%
Expected volatility
37.0%
Expected option life (in years)
3
Weighted average share price (in pence)
60
Weighted average exercise price (in pence)
60
Weighted average fair value of options granted (in pence) 15
Warrants
Risk free interest rate
0.26%
Expected volatility
33.0%
Expected warrant life (in years)
2
Weighted average share price (in pence)
60
Weighted average exercise price (in pence)
60
Weighted average fair value of warrants granted (in pence) 11
The share-based remuneration expense comprises: Equity settled LTIPS Warrants
18,112 2,840
20,952
58/59 Utilitywise Annual Report & Accounts 2012
16. TRANSACTIONS WITH DIRECTORS
The following loans to directors subsisted during the year ended 31 July 2012 and year ended 31 July 2011:
2012 £
G Thompson Balance outstanding at start of year Amounts advanced Amounts repaid
1 | 5 |
1cons | 60456097.txt_0 | 60456097.txt | Annual Report 2003
We move the earth to a better place
Colophon
Compiled and coordinated by Royal Boskalis Westminster nv
Corporate Communications Department
Design and realisation Handelskade, Rotterdam
Photography H.H.G. Been, A.D. van Gool, A. van Gutter, Van der Kloet Fotografie, G.W.L. Koejemans, Klaas Laan, Norman Childs, R.A. Snoep and others
Lithography and printing PlantijnCasparie Capelle a/d IJssel
Annual Report 2003
1
Royal Boskalis Westminster nv
`Making the difference'
Boskalis offers its employees flexibility, clear-cut objectives, effective management and frequent feedback. And provides them with the tools to do their jobs well. The people at Boskalis are deeply committed to their work; they are entrepreneurial, solutions-orientated, and always ready to take on an exciting challenge. These elements characterize the passion of Boskalis. The passion to want and to be able to make the difference.
2
Annual Report 2003
Table of contents
Ta b l e o f c o n t e n t s
Company profile
6
Mission, objectives and strategy
9
Corporate social responsibility
12
Statement of General Business Principles of Royal Boskalis Westminster nv
14
Basic principles of the corporate strategy
18
Corporate Governance
24
Management
26
Key figures
30
Investor Relations
31
Message to shareholders
33
Report of the Board of Management on 2003
38
Report of the Supervisory Board
50
Financial statements 2003
56
Principles of financial reporting
56
Consolidated balance sheet before profit appropriation
60
Consolidated profit and loss account
61
Consolidated cash flow statement
62
Explanatory notes to the consolidated balance sheet and profit and loss account
63
Company balance sheet before profit appropriation
74
Company profit and loss account
75
Explanatory notes to the company balance sheet and profit and loss account | 0 |
1cons | 60456097.txt_1 | 60456097.txt | 2
Annual Report 2003
Table of contents
Ta b l e o f c o n t e n t s
Company profile
6
Mission, objectives and strategy
9
Corporate social responsibility
12
Statement of General Business Principles of Royal Boskalis Westminster nv
14
Basic principles of the corporate strategy
18
Corporate Governance
24
Management
26
Key figures
30
Investor Relations
31
Message to shareholders
33
Report of the Board of Management on 2003
38
Report of the Supervisory Board
50
Financial statements 2003
56
Principles of financial reporting
56
Consolidated balance sheet before profit appropriation
60
Consolidated profit and loss account
61
Consolidated cash flow statement
62
Explanatory notes to the consolidated balance sheet and profit and loss account
63
Company balance sheet before profit appropriation
74
Company profit and loss account
75
Explanatory notes to the company balance sheet and profit and loss account
76
Other information
79
Provisions in the articles of association relating to profit appropriation
79
Proposed profit appropriation
80
Auditor's report
80
Stichting Continuïteit KBW
81
Report
81
Declaration of Independence
81
Ten years Boskalis
82
`Making the difference'
4
Risk management makes the difference; safe dredging around active gas pipeline
10
New technology for installing pipelines safely and accurately
22
Developing the best equipment
28
Modified dredging method and innovative monitoring system protect the environment
36
From fragmentation to cohesion: ICT as lynchpin
48
Public-Private Initiatives lead to greater efficiency
54
Investing in people
84
Legal structure
83
The world of Boskalis
86
Organization
87
Offices around the world
89
Glossary
94
Equipment
99
Unless stated otherwise, all amounts in this report are in | 1 |
1cons | 60456097.txt_2 | 60456097.txt |
76
Other information
79
Provisions in the articles of association relating to profit appropriation
79
Proposed profit appropriation
80
Auditor's report
80
Stichting Continuïteit KBW
81
Report
81
Declaration of Independence
81
Ten years Boskalis
82
`Making the difference'
4
Risk management makes the difference; safe dredging around active gas pipeline
10
New technology for installing pipelines safely and accurately
22
Developing the best equipment
28
Modified dredging method and innovative monitoring system protect the environment
36
From fragmentation to cohesion: ICT as lynchpin
48
Public-Private Initiatives lead to greater efficiency
54
Investing in people
84
Legal structure
83
The world of Boskalis
86
Organization
87
Offices around the world
89
Glossary
94
Equipment
99
Unless stated otherwise, all amounts in this report are in euros (). Some of the projects referred to in this report were carried out in joint venture or in a sub-contractor role. This is a translation of the official Annual Report in the Dutch language.
3
Royal Boskalis Westminster nv
`Making the difference'
What distinguishes a company for its customers, competitors, business partners, employees, work environment, suppliers, and for its shareholders? First of all, it must have the will to stand out, and this ambition has to be embedded in the personnel, culture, and objectives of the company.
The people at Boskalis are deeply committed to their work; they are enterpreneurial, solutionsorientated, and always ready to take on an exciting challenge. The maxim `there's no such thing as can't' is put into practice with enthusiasm, creativity, and a strong dose of perseverance. At Boskalis, the focus is on practical solutions that benefit the customer.
Boskalis gives its employees the flexibility they need. Since they are the ones working on the projects, often far from home and under difficult conditions, they must be self-reliant and decisive and have the ability to work as part of a team and use high-tech | 2 |
1cons | 60456097.txt_3 | 60456097.txt | euros (). Some of the projects referred to in this report were carried out in joint venture or in a sub-contractor role. This is a translation of the official Annual Report in the Dutch language.
3
Royal Boskalis Westminster nv
`Making the difference'
What distinguishes a company for its customers, competitors, business partners, employees, work environment, suppliers, and for its shareholders? First of all, it must have the will to stand out, and this ambition has to be embedded in the personnel, culture, and objectives of the company.
The people at Boskalis are deeply committed to their work; they are enterpreneurial, solutionsorientated, and always ready to take on an exciting challenge. The maxim `there's no such thing as can't' is put into practice with enthusiasm, creativity, and a strong dose of perseverance. At Boskalis, the focus is on practical solutions that benefit the customer.
Boskalis gives its employees the flexibility they need. Since they are the ones working on the projects, often far from home and under difficult conditions, they must be self-reliant and decisive and have the ability to work as part of a team and use high-tech equipment. Resourcefulness, cooperation, and expertise are the core values of the Boskalis culture. In addition, ingenuity runs in our blood, as do a sense of responsibility, knowing when to take action, and risk management.
Developing the best equipment.
Public-Private Initiatives lead to greater efficiency.
"At Boskalis, the focus is on that benefit the customer."
Risk management makes the difference; safe dredging around active gas pipeline.
4
Annual Report 2003
From fragmentation to cohesion: ICT as lynchpin.
practical solutions
Boskalis is a company of people willing to win in the broadest sense, considering all the battles there are to be fought and won. These can range from winning a contract to solving a technical problem or negotiating a solid legal position. The competition is always on the alert, and the market is tough.
All of this is only possible with quality employees, quality resources, and quality systems. And over the last several years, Boskalis has invested heavily in all of these. Management-development programs, training initiatives and courses, fleet renewal, state-of-the-art ICT systems these are all | 3 |
1cons | 60456097.txt_b0 | 60456097.txt |
8 Suction dredgers Total installed power from 656 to 4,050 kW
19 + 4* Backhoes Bucket capacity from 1.4 to 22 m3
123 + 108* Launches, tugs, supply and crew boats Propulsion power from 30 to 4,412 kW
22 + 1* Floating grab cranes (`grab dredgers') Grab capacities from 1.2 to 9.2 m3
4 Barge unloading dredgers Total installed power from 1,650 to 4,300 kW
1 `Tracked' underwater dredging unit Remote-controlled
4 Stone dumping vessels Capacity from 354 to 1,400 t
30 + 4* Work boats Propulsion power from 133 to 918 kW
6 + 1* Drill barges
6 + 41* Stone transportation barges Capacity from 120 to 2,000 t
110 + 15* Hopper and transportation barges Hopper capacity from 300 to 2,336 m3
2 + 1* Remote-controlled underwater dredging units Maximum dredging depth 600 m
1 + 1* Dynamically positioned fallpipe vessel Capacity from 17,000 to 18,500 t
* Owned by (non-controlled) associated companies. In addition to the equipment shown here, the group also owns a range of auxiliary equipment such as floating pipelines, winches, pumps, drag lines, hydraulic excavators, wheel loaders, dumpers, bulldozers, mobile cranes, crawler drill rigs, sand pilers, filling installations for shore protection mattresses, fixed land pipelines, various pontoons and houseboats.
99
Royal Boskalis Westminster nv
The cutter suction dredger Cyrus in Arzew, Algeria, where Boskalis is working on the maintenance and the expansion of the oil and gas harbor. Together with the trailing suction hopper
dredger Cornelia, a total of 1,500,000 m3 hard and soft
material will be dredged.
100
Annual Report 2003
Annual Report 2003
Rosmolenweg 20 3356 LK Papendrecht The Netherlands P.O. Box 43 3350 AA Papendrecht The Netherlands Telephone +31 (0)78 69 69 000 Telefax +31 (0)78 69 69 555 E-mail royal@boskalis.nl Internet www.boskalis.com
We move the earth to a better place
| 4 |
1cons | 60456097.txt_b1 | 60456097.txt | Qatar with drinking water and industrial cooling water.
WACC Weighted Average Cost of Capital. The weighted average of the cost of capital (required and after taxation) for capital and reserves, and loan capital (interest-bearing).
Work in progress Projects that have not been completed on the balance-sheet date but that have been finished in part.
98
Annual Report 2003
Equipment
Equipment
8 + 1* Trailing suction hopper dredgers Hopper capacity > 6,000 m3
18 + 9* Trailing suction hopper dredgers Hopper capacity < 6,000 m3
3 Self-propelled seagoing cutter suction dredgers Total installed power from 14,733 to 15,830 kW
25 + 14* Cutter suction and bucket-wheel dredgers Total installed power from 257 to 9,262 kW
5 Floating hoisting pontoons Hoisting capacities from 10 to 270 t
7 Bucket dredgers Bucket capacity from 450 to 900 liters
21 + 5* Booster stations Total installed power from 390 to 6,150 kW
5 + 2* Screeder pontoons For waterbed protection (clay and stone)
1 Environmental disc cutter
8 Suction dredgers Total installed power from 656 to 4,050 kW
19 + 4* Backhoes Bucket capacity from 1.4 to 22 m3
123 + 108* Launches, tugs, supply and crew boats Propulsion power from 30 to 4,412 kW
22 + 1* Floating grab cranes (`grab dredgers') Grab capacities from 1.2 to 9.2 m3
4 Barge unloading dredgers Total installed power from 1,650 to 4,300 kW
1 `Tracked' underwater dredging unit Remote-controlled
4 Stone dumping vessels Capacity from 354 to 1,400 t
30 + 4* Work boats Propulsion power from 133 to 918 kW
6 + 1* Drill barges
6 + 41* Stone transportation barges Capacity from 120 to 2,000 t
110 + 15* Hopper and transportation barges Hopper capacity from 300 to 2,336 m3
2 + 1* Remote-controlled underwater dredging units Maximum dredging depth 600 m
1 + 1* Dynamically positioned fallpipe vessel Capacity from 17,000 to 18,500 t
* Owned by (non-controlled) associated companies. In addition to | 5 |
1cons | 61491115.txt_0 | 61491115.txt | REpOrt &accOuNTS
2010
REport &accounts
2010
index
01.
Inapa Group
Message from the CEO
07.
Profile
09.
Markets
16.
Inapa Group's Strategy
18.
Statutory Bodies
21.
Corporate Governance
23.
Main Shareholders
27.
Human Resources
28.
Risk Factors
30.
Environmental Management and Corporate
34.
Social Responsibility
02.
summary of group activity
Main consolidated indicators
40.
Relevant facts during 2010
41.
Subsequent facts
41.
Economical context
42.
Consolidated performance
44.
Performance of the Group business areas
45.
Summary of Inapa - IPG activity
49.
Outlook for 2011
50.
Stock exchange performance
51.
Own Shares
52.
Proposed earnings distribution
52.
Declaration of conformance
53.
Comunicação Visual
03.
financial information
Consolidated Accounts
56.
Notes to the consolidated financial statements 64.
Auditor's report of the consolidated accounts 125.
Individual Accounts
129.
Notes to the individual financial statements
135.
Auditor's report of the individual financial
163.
statements
Report and opinion of the audit committee of 166. the board of directors
04.
corporate governance report
Compliance statement
172.
General Meeting
188.
Board of Directors and Supervisory Board
193.
Information and auditing
214.
01.
INAPA group
Group holding structure
Chairman Álvaro Pinto Correia
INAPA - INVESTIMENTOS PARTICIPAÇÕES E GESTÃO SA
CEO José Félix Morgado
100%
Gestinapa SGPS, SA
47%
100% Inapa France, SAS
100%
Inapa Esp | 0 |
1cons | 61491115.txt_1 | 61491115.txt | conformance
53.
Comunicação Visual
03.
financial information
Consolidated Accounts
56.
Notes to the consolidated financial statements 64.
Auditor's report of the consolidated accounts 125.
Individual Accounts
129.
Notes to the individual financial statements
135.
Auditor's report of the individual financial
163.
statements
Report and opinion of the audit committee of 166. the board of directors
04.
corporate governance report
Compliance statement
172.
General Meeting
188.
Board of Directors and Supervisory Board
193.
Information and auditing
214.
01.
INAPA group
Group holding structure
Chairman Álvaro Pinto Correia
INAPA - INVESTIMENTOS PARTICIPAÇÕES E GESTÃO SA
CEO José Félix Morgado
100%
Gestinapa SGPS, SA
47%
100% Inapa France, SAS
100%
Inapa España Distribución de Papel, SA
99.75%
Inapa Portugal Distribuição de Papel, SA
100%
Inapa Merchants Holding, Ltd
53%
Inapa Deutschland, GmbH
32.5%
100%
99.94%
Logistipack, SAS
Inapa Belgique, SA
25% Surpapel
100% Inapa Angola, SA
100%
Tavistock Paper Sales
94.9%
67.5%
Papier Union, GmbH
Inapa Suisse, SA
100%
97.81%
MDE, SA
Inapa Luxembourg, SA
Holding Paper
Packaging Visual Communication
100%
Inapa Packaging, GmbH
100%
PMF - Print Media Factoring, GmbH
100% Inapa Viscom GmbH
100%
Inapa Logistics GmbH
100%
100%
Hennessen & Potthoff, GmbH
| 1 |
1cons | 61491115.txt_2 | 61491115.txt | aña Distribución de Papel, SA
99.75%
Inapa Portugal Distribuição de Papel, SA
100%
Inapa Merchants Holding, Ltd
53%
Inapa Deutschland, GmbH
32.5%
100%
99.94%
Logistipack, SAS
Inapa Belgique, SA
25% Surpapel
100% Inapa Angola, SA
100%
Tavistock Paper Sales
94.9%
67.5%
Papier Union, GmbH
Inapa Suisse, SA
100%
97.81%
MDE, SA
Inapa Luxembourg, SA
Holding Paper
Packaging Visual Communication
100%
Inapa Packaging, GmbH
100%
PMF - Print Media Factoring, GmbH
100% Inapa Viscom GmbH
100%
Inapa Logistics GmbH
100%
100%
Hennessen & Potthoff, GmbH
HTL - Verpackung, GmbH
100%
Complott Papier Union, GmbH
This said, I would like to recognize the professionalism, dedi-
01 inapa group Message from the ceo
cation and excellence showed by the whole team I lead for the
results we have achieved.
For Inapa, 2010 marks the beginning of a new strategic cycle
towards business expansion and profitability improvement of
the capital levels.
The previous triennium, 2007-2009, has been marked by a deep
7.
restructuring, with focus on the repositioning of the Group in
the markets where it operates, favoring the markets where
it holds a leading position, in the adjustment of its organiza-
tion aiming to achieve profitability standards that constitute a
reference in the sector and the improvement of the return of
capital employed.
In 2010 Inapa, while taking an active role in the consolidation of
the business and of its position in the paper distribution mar-
ket, has defined as its priority the growing of complementary
businesses, without neglecting the continuous improvement of | 2 |
1cons | 61491115.txt_3 | 61491115.txt | HTL - Verpackung, GmbH
100%
Complott Papier Union, GmbH
This said, I would like to recognize the professionalism, dedi-
01 inapa group Message from the ceo
cation and excellence showed by the whole team I lead for the
results we have achieved.
For Inapa, 2010 marks the beginning of a new strategic cycle
towards business expansion and profitability improvement of
the capital levels.
The previous triennium, 2007-2009, has been marked by a deep
7.
restructuring, with focus on the repositioning of the Group in
the markets where it operates, favoring the markets where
it holds a leading position, in the adjustment of its organiza-
tion aiming to achieve profitability standards that constitute a
reference in the sector and the improvement of the return of
capital employed.
In 2010 Inapa, while taking an active role in the consolidation of
the business and of its position in the paper distribution mar-
ket, has defined as its priority the growing of complementary
businesses, without neglecting the continuous improvement of
operational efficacy and the rebalancing of its capital structure.
In what concerns business consolidation of paper distribution
MESSAGE
and in strategic markets, Inapa has strengthened its position in France, being now the second operator in the paper distribution market. In Spain, a market where it added its natural
FROM THE CEO
growth to the market share resulting from the acquisition that has been made, it has today a market share superior to the sum of the positions that were then hold by the two distribu-
tors, corresponding to the third position in that Iberian market.
At the same time, and as a result of the diligences that have
been made in the year under analysis, we have concluded
T he year of 2010 was still marked by some economic uncertainty. Despite the instability of the financial sector and the market fears as to the national sovereign debt, the paper business has registered a slight recovery in volume and prices
in the beginning of 2011 the alienation of the total capital of Tavistock, the participated company operating in the UK. With this transaction we have concluded the concentration plan of Inapa in strategic markets, where it holds leading positions, according | 3 |
1cons | 61491115.txt_b0 | 61491115.txt | 000.00 Euros.
3.17.4
Other non-statutory auditing services
The object of the services rendered was to evaluate the accuracy of the systems implemented by the Company to respond to the demands of the Accounting Normalization System (SNC), to diagnose the needs and procedures to be adopted related to the transition of the individual accounts based on POC (Official Plan of Accounting) to the accounts based on SNC (Accounting Normalization System) both of the Company and its subsidiary companies Inapa Portugal and Gestinapa, excluding any intervention at the level of accounting, control and quantification of data, strictly limiting to the advise on formal procedures to be adopted to ensure the most adequate and consistent substitution of the previous accounting system by the new accounting system (SNC).
Bearing in mind the objective of the service, the real conditions of its performance and the reasonability of the fees to be paid con-
In addition to the services mentioned in the previous paragraph, no other services were rendered by the external auditor (and individual or corporate entities belonging to the same network) to the Company or to companies it controls.
3.18
Reference to the external auditor's rotation period
The Chartered Accountant and external auditor is presently serving his second mandate, after being appointed for these duties on May 31, 2007, in substitution of the company Grant Thornton.
04 corporate governance report Information and Auditing
219.
REPORT &ACCOUNTS 2010
FRONT COVER INNER PAGES SEPARATORS DESIGN PRINTING DEPOSIT COPY
Plike white 330g/m2 - Group Cordenons Inaset Plus Offset 150g/m2 - Portucel-Soporcel Inaset Plus Offset 224g/m2 - Portucel-Soporcel Dimensão Global - Comunicação, Design e Sistemas de Informação Madeira & Madeira, SA - Artes Gráficas 274567/8
Inapa - Investimentos, Participações e Gestão, SA
Rua Castilho nº 44, 3º 1250-071 Lisboa
www.inapa.pt
Public Company - Registered with the Commercial Registrar of Companies in Lisbon under single tax number and Company Registration number 500 137 994
Share Capital: 150.000.000,00
| 4 |
1cons | 61491115.txt_b1 | 61491115.txt | external auditor (and to other individual or corporate entities belonging to the same network) supported by the company or companies that bear with it a control or group relationship amounted to 565,000.00 Euros.
3.17.2
Other audit reliability services
3.17.3
Tax consulting services
The external auditors (and/or individual or corporate entities belonging to the same network) rendered tax consultancy services, in 2010, in the amount of 6,300.00 Euros.
The services consisted exclusively in the specific revision of the annual corporate income tax declaration, out of the scope and after the annual revision of accounts.
The possible conflict between providing these services and the independence of the external auditor has been duly considered, and the Company concluded that his independence would not be affected for the following reasons:
· The very limited remuneration considering the total amount due for the auditing services provided;
· The attribution of these services to a work team not only independent in relation to the team performing the auditing services but also being part of an autonomous sector that does not depend on the audit department of this entity.
The fees to be supported by the company or companies that bear with it a control or group relationship amounted to 25,000.00 Euros.
3.17.4
Other non-statutory auditing services
The object of the services rendered was to evaluate the accuracy of the systems implemented by the Company to respond to the demands of the Accounting Normalization System (SNC), to diagnose the needs and procedures to be adopted related to the transition of the individual accounts based on POC (Official Plan of Accounting) to the accounts based on SNC (Accounting Normalization System) both of the Company and its subsidiary companies Inapa Portugal and Gestinapa, excluding any intervention at the level of accounting, control and quantification of data, strictly limiting to the advise on formal procedures to be adopted to ensure the most adequate and consistent substitution of the previous accounting system by the new accounting system (SNC).
Bearing in mind the objective of the service, the real conditions of its performance and the reasonability of the fees to be paid con-
In addition to the services mentioned in the previous paragraph, no other services were rendered by the external auditor (and individual or corporate entities belonging to the same network) to the Company or to companies it controls.
3.18
Reference to the external auditor's rotation period
The Chartered Accountant and external | 5 |
1cons | 61867223.txt_0 | 61867223.txt | Financial statements
For the year ended 31 December 2012
Totally Plc is listed on London's Alternative Investment Market (ticker "TLY").
Totally comprises of two business units:
Totally Communications are leading experts in the online industry. They specialise in Software Development, Creative Web Design and Search Marketing. They work with a range of clients across many different sectors: Global enterprises, Charities, SMEs or new business startups.
Totally Health is a wholly owned subsidiary of Totally plc, established in 2011 to provide digital solutions to the healthcare sector.
Totally Health is made up of a highly experienced team, offering bespoke healthcare solutions, focussing on the provision of Professional Health Coaching which promotes self care and long term behaviour changes to enable people to live longer and more independently.
Contents
Performance highlights
01 Independent auditor's report
16
Chairman's statement
02 Consolidated income statement
18
Chief Executive's review
03 Consolidated statement of changes in equity 19
Totally's market
05 Consolidated statement of financial position 20
Business review
07 Company statement of financial position
21
Directors' report
09 Consolidated cash flow statement
22
Board report on Corporate Governance 13 Notes to the financial statements
23
Statement of Directors' Responsibilities 15 Company information
44
PERFORMANCE HIGHLIGHTS
Revenues from continuing operations £1.62m up 86 per cent. (2011: £0.87m) Gross profit from continuing operations £0.63m up 33 per cent. (2011: £0.48m) Total EBITDA from continuing operations £(0.52)m (2011: £(0.06)m) Operating loss from continuing operations before tax £(0.55)m (2011: £(0.08)m) Cash utilised from operating activities £(0.14)m (2011: £(0.01)m) Basic loss per share (0.6)p (2011: (0.2)p per share) Commencement of sales of digital solutions to healthcare sector Entry into Shared Decision Making contract with the NHS Sale of the UK publishing business
01
CHAIRMAN'S STATEMENT
2012 marked the transformation of Totally Plc into a serious participant in the Healthcare IT market, maxim | 0 |
1cons | 61867223.txt_1 | 61867223.txt |
09 Consolidated cash flow statement
22
Board report on Corporate Governance 13 Notes to the financial statements
23
Statement of Directors' Responsibilities 15 Company information
44
PERFORMANCE HIGHLIGHTS
Revenues from continuing operations £1.62m up 86 per cent. (2011: £0.87m) Gross profit from continuing operations £0.63m up 33 per cent. (2011: £0.48m) Total EBITDA from continuing operations £(0.52)m (2011: £(0.06)m) Operating loss from continuing operations before tax £(0.55)m (2011: £(0.08)m) Cash utilised from operating activities £(0.14)m (2011: £(0.01)m) Basic loss per share (0.6)p (2011: (0.2)p per share) Commencement of sales of digital solutions to healthcare sector Entry into Shared Decision Making contract with the NHS Sale of the UK publishing business
01
CHAIRMAN'S STATEMENT
2012 marked the transformation of Totally Plc into a serious participant in the Healthcare IT market, maximising the digital expertise within our Totally Communications business to extend and strengthen the capabilities of Totally Health.
Key events included the signing of the important Shared Decision Making (SDM) contract with the NHS in January and the sale of our print media business in May. However, more important even than these significant milestones, was the assembly of a strong team of expert professionals and corporate partners.
outcomes we have demonstrated through our programmes to date, will mean our solutions will not only be in demand by Clinical Commissioning Groups (CCGs) and other health organisations in the UK, but also by healthcare providers internationally. We hope to be able to make positive announcements in this regard over the summer months.
During the latter part of 2012 and early 2013, we raised approximately £1.1 million (net of expenses) of capital for the Company through the placing and exercise of warrants. This fundraising will help us to meet the ongoing challenges of our enhanced contractual responsibilities. As we win new contracts we will seek to ensure that the strength of our balance sheet keeps pace with the strength of our market success. We expect the real benefits of the repositioning of Totally Plc to be reflected in earnings performance from 2014 onwards.
By providing patients with clear and accurate | 1 |
1cons | 61867223.txt_2 | 61867223.txt | ising the digital expertise within our Totally Communications business to extend and strengthen the capabilities of Totally Health.
Key events included the signing of the important Shared Decision Making (SDM) contract with the NHS in January and the sale of our print media business in May. However, more important even than these significant milestones, was the assembly of a strong team of expert professionals and corporate partners.
outcomes we have demonstrated through our programmes to date, will mean our solutions will not only be in demand by Clinical Commissioning Groups (CCGs) and other health organisations in the UK, but also by healthcare providers internationally. We hope to be able to make positive announcements in this regard over the summer months.
During the latter part of 2012 and early 2013, we raised approximately £1.1 million (net of expenses) of capital for the Company through the placing and exercise of warrants. This fundraising will help us to meet the ongoing challenges of our enhanced contractual responsibilities. As we win new contracts we will seek to ensure that the strength of our balance sheet keeps pace with the strength of our market success. We expect the real benefits of the repositioning of Totally Plc to be reflected in earnings performance from 2014 onwards.
By providing patients with clear and accurate information to support them through their care pathways, we intend to make an important contribution to society. We believe that by empowering patients with timely and trusted information, Totally's healthcare solutions can play an important part in the therapeutic process. Our success in these endeavours will, I believe, lead to significant increases in value for shareholders and stakeholders alike.
Our management team, expertly led by Wendy Lawrence as CEO, is currently submitting proposals for a number of contracts which, if awarded, will enable us to leverage our SDM experience. Wendy was formally appointed to the Board on 2 May 2013. With her previous NHS and private sector experience we are very pleased to have her as our CEO. With healthcare systems throughout the world battling to adapt to serious financial constraints, we believe that the cost savings and enhanced health
Dr. Michael Sinclair Non-Executive Chairman 21 June 2013
02
CHIEF EXECUTIVE'S REVIEW
Totally Plc entered 2012 with two clear aims; to continue its development and growth in the healthcare sector, and to build upon its established reputation as a leading provider of digital technologies. Throughout the year, these two individual Group companies, Totally Health and Totally Communications (with Rise Digital), worked collaboratively to deliver innovative | 2 |
1cons | 61867223.txt_3 | 61867223.txt | information to support them through their care pathways, we intend to make an important contribution to society. We believe that by empowering patients with timely and trusted information, Totally's healthcare solutions can play an important part in the therapeutic process. Our success in these endeavours will, I believe, lead to significant increases in value for shareholders and stakeholders alike.
Our management team, expertly led by Wendy Lawrence as CEO, is currently submitting proposals for a number of contracts which, if awarded, will enable us to leverage our SDM experience. Wendy was formally appointed to the Board on 2 May 2013. With her previous NHS and private sector experience we are very pleased to have her as our CEO. With healthcare systems throughout the world battling to adapt to serious financial constraints, we believe that the cost savings and enhanced health
Dr. Michael Sinclair Non-Executive Chairman 21 June 2013
02
CHIEF EXECUTIVE'S REVIEW
Totally Plc entered 2012 with two clear aims; to continue its development and growth in the healthcare sector, and to build upon its established reputation as a leading provider of digital technologies. Throughout the year, these two individual Group companies, Totally Health and Totally Communications (with Rise Digital), worked collaboratively to deliver innovative solutions to NHS and private sector organisations, not-for-profit organisations and charities.
Totally Health
At the end of January 2012, Totally Plc signed its first NHS contract to provide 36 disease-specific Personal Decision Aids (PDAs) and associated Mobile Apps for iPhone and Android handsets. It was also commissioned to provide a CRM database to underpin the Shared Decision Making programme and health coaching for all users of the service. This was an initial one-year contract that ran through to mid-March 2013 for all deliverables. Excellent progress was made during 2012, with the formation of our Medical Advisory Groups, comprising national clinical leaders across specific disease areas. Work continues with NHS England to secure a way forward with their Shared Decision Making Programme
2012 also saw us sign of our first NHS contract for the Management of Long Term Conditions, a critical issue and a major priority for the UK's health service. The initial programme has seen us begin work with a group of COPD (Chronic Obstructive Pulmonary Disease) patients, to provide them with telecare (via another supplier) together with Health Coaching services from Totally Health. Early results from this programme are very positive. Evidence shows that the initiative has not only yielded significant costsavings for | 3 |
1cons | 61867223.txt_b0 | 61867223.txt | consideration received by the Company from this issue of shares was £539,000.
Following the end of the reporting period Clare Wexler resigned as CEO of Totally Plc and was replaced by Wendy Lawrence. The Company is currently in dialogue with Mrs Wexler and her representatives regarding an appropriate compromise package. The Directors believe this will be settled at a level commensurate to the circumstances of Mrs Wexler's resignation.
25. Notes to the cash flow statement cash flows relating to discontinued operations
Cash flows from operating activities Operating loss Amortisation and depreciation Movement in working capital balances Net cash utilised by operating activities Research and development tax credit Cash flows from investing activities Purchase of non-current assets Cash disposed with subsidiary Net cash utilised by investing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at 31 December
The above operations are up to the 15th May 2012.
2012 £000
(15) 3
(45) (57)
(1) (12) (13) (70) 70
2011 £000
(48) 5
12 (31)
9
(22)
(22) (44) 114 70
43
COMPANY INFORMATION
Directors Dr. Michael Sinclair (Non-Executive Chairman) Wendy Lawrence (CEO) Andrew Margolis (Executive Director) Donald Baladasan (Finance Director) George Rolls (Non-Executive Director)
Company Secretary Filex Services Limited
Registered Office Unit 800 Highgate Studios 53-79 Highgate Road London NW5 1TL
Registration Number 03780101 (England and Wales)
Auditors RPG Crouch Chapman LLP 62 Wilson Street London EC2A 2BU
Nominated Adviser and Joint Broker Allenby Capital Limited Claridge House 32 Davies street Mayfair London W1K 4ND
Joint Broker Optiva Securities Limited 2 Mill Street Mayfair London W1S 2AT
Bankers National Westminster Bank Plc 9th Floor 3 Shortlands Hammersmith London W6 8DA
Registrars Share Registrars Ltd Suite E First Floor 9 Lion and Lamb Yard Farnham Surrey GU9 7LL
44
Designed and produced by fourthquarter
Unit 800 Highgate Studios 53-79 Highgate Road Kentish Town London NW5 1TL
info@totallyplc.com www.totallyplc.com
| 4 |
1cons | 61867223.txt_b1 | 61867223.txt | : Director's bonus in respect of sale Net consideration receivable Net assets/liabilities disposed of: Property plant and equipment Cash at bank Working capital inventories, receivables and payables Net liabilities disposed of Profit on disposal of subsidiary
2012 £000
211 (68) (100)
43
17 12 (60)
(31)
74
At 31 December 2012 the Group had not paid £90,000 of the director's bonus and £77,000 of the consideration that was payable to the purchaser in respect of the disposal. Therefore the net cash received from the disposal in the year was £210,000 as disclosed in the consolidated cash flow statement on page 22.
The Group has sufficient current year tax losses to offset the profit on disposal of subsidiary. Therefore, no income tax change or credit is expected in respect of the disposal.
42
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
24. Post balance sheet events
After the end of the reporting period holders of 56,838,340 of the warrants subscribed for 56,838,340 Ordinary Shares of 1p each on 14 January 2013 at an exercise price of 1p per share. The net consideration received by the Company from this issue of shares was £539,000.
Following the end of the reporting period Clare Wexler resigned as CEO of Totally Plc and was replaced by Wendy Lawrence. The Company is currently in dialogue with Mrs Wexler and her representatives regarding an appropriate compromise package. The Directors believe this will be settled at a level commensurate to the circumstances of Mrs Wexler's resignation.
25. Notes to the cash flow statement cash flows relating to discontinued operations
Cash flows from operating activities Operating loss Amortisation and depreciation Movement in working capital balances Net cash utilised by operating activities Research and development tax credit Cash flows from investing activities Purchase of non-current assets Cash disposed with subsidiary Net cash utilised by investing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at 31 December
The above operations are up to the 15th May 2012.
2012 £000
(15) 3
(45) (57)
(1) (12) (13) (70) 70
2011 £000
(48) 5
12 (31)
9
(22)
(22) (44) | 5 |
1cons | 60371134.txt_0 | 60371134.txt | WINCHESTER ENTERTAINMENT PLC ANNUAL REPORT AND ACCOUNTS 2003
WINCHESTER ENTERTAINMENT PLC
19 HEDDON STREET, LONDON W1B 4BG UNITED KINGDOM TEL: +44 (0)207 851 6500 FAX: +44 (0)207 851 6505 EMAIL: MAIL@WINCHESTERENT.CO.UK
701 SANTA MONICA BLVD, SUITE 230, SANTA MONICA, CA 90401 TEL: +1 310-395-4800 FAX: +1 310-395-8578 EMAIL: MAIL@WINCHESTERFILMS.COM
WINCHESTER ENTERTAINMENT PLC
ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2003
WINCHESTERENT.co.uk
WINCHESTER ENTERTAINMENT PLC ANNUAL REPORT AND ACCOUNTS 2003
WINCHESTER ENTERTAINMENT PLC//OVERVIEW
WINCHESTER ENTERTAINMENT PLC IS A LEADING UK-BASED FILM COMPANY, STRUCTURING FINANCE FOR PRODUCERS AND MARKETING THEIR FILMS AROUND THE WORLD. WINCHESTER ALSO DISTRIBUTES FILMS IN THE UK.
The skills required in our industry are the ability to identify high quality commercial scripts, to raise finance for production and distribution costs, to arrange production in an efficient manner and to create and implement effective sales and marketing campaigns.
The business is divided into the following four key divisions:
UK & US PRODUCTION UK FILM DISTRIBUTION INTERNATIONAL FILM SALES LICENSING & MERCHANDISING
CONTENTS
Highlights
1
Chairman's Statement
2
Chief Executive's Review
6
Chief Operating and Financial Officer's Review
8
Board of Directors
10
Directors' Report
11
Corporate Governance
14
Board Remuneration Report
16
Statement of Directors' Responsibilities
17
Report of the Independent Auditors, KPMG Audit plc,
to the Members of Winchester Entertainment plc
18
Group Profit and Loss Account
20
Group Balance Sheet
21
Company Balance Sheet
| 0 |
1cons | 60371134.txt_1 | 60371134.txt | AND MARKETING THEIR FILMS AROUND THE WORLD. WINCHESTER ALSO DISTRIBUTES FILMS IN THE UK.
The skills required in our industry are the ability to identify high quality commercial scripts, to raise finance for production and distribution costs, to arrange production in an efficient manner and to create and implement effective sales and marketing campaigns.
The business is divided into the following four key divisions:
UK & US PRODUCTION UK FILM DISTRIBUTION INTERNATIONAL FILM SALES LICENSING & MERCHANDISING
CONTENTS
Highlights
1
Chairman's Statement
2
Chief Executive's Review
6
Chief Operating and Financial Officer's Review
8
Board of Directors
10
Directors' Report
11
Corporate Governance
14
Board Remuneration Report
16
Statement of Directors' Responsibilities
17
Report of the Independent Auditors, KPMG Audit plc,
to the Members of Winchester Entertainment plc
18
Group Profit and Loss Account
20
Group Balance Sheet
21
Company Balance Sheet
22
Group Cash Flow Statement
23
Reconciliation of Net Cash Flow to Movement
in Net Funds
24
Group Statement of Total Recognised Gains and Losses 25
Reconciliation of Movements in Shareholders' Funds
25
Notes
26
Notice of Meeting
55
DIRECTORS AND ADVISORS
DIRECTORS Huw Davies MA (Oxon) (Non-executive Chairman)*
Gary Smith BA ACA (Chief Executive)
Shawn Taylor BSc FCA (Chief Operating and Financial Officer and Company Secretary)
Michael Southworth (Director of UK Film Distribution)
Rodney Payne (Director of Film Finance and Sales)
David Jenkins (Non-executive) *
* member of remuneration committee member of audit committee
REGISTERED OFFICE 19-21 Heddon Street London W1B 4BG
Incorporated in Great Britain, company number 2819652
NOMINATED ADVISOR AND NOMINATED BROKER Evolution Beeson Gregory The Registry Royal Mint Group London EC3N 4LB
BANKERS Bank Leumi (UK) | 1 |
1cons | 60371134.txt_2 | 60371134.txt |
22
Group Cash Flow Statement
23
Reconciliation of Net Cash Flow to Movement
in Net Funds
24
Group Statement of Total Recognised Gains and Losses 25
Reconciliation of Movements in Shareholders' Funds
25
Notes
26
Notice of Meeting
55
DIRECTORS AND ADVISORS
DIRECTORS Huw Davies MA (Oxon) (Non-executive Chairman)*
Gary Smith BA ACA (Chief Executive)
Shawn Taylor BSc FCA (Chief Operating and Financial Officer and Company Secretary)
Michael Southworth (Director of UK Film Distribution)
Rodney Payne (Director of Film Finance and Sales)
David Jenkins (Non-executive) *
* member of remuneration committee member of audit committee
REGISTERED OFFICE 19-21 Heddon Street London W1B 4BG
Incorporated in Great Britain, company number 2819652
NOMINATED ADVISOR AND NOMINATED BROKER Evolution Beeson Gregory The Registry Royal Mint Group London EC3N 4LB
BANKERS Bank Leumi (UK) plc 20 Stratford Place London W1N 9AF
AUDITORS KPMG Audit Plc 8 Salisbury Square London EC4Y 8BB
SOLICITORS Olswang 90 Long Acre London WC2E 9TT
Pinsents 3 Colmore Circus Birmingham B4 6BH
Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie & Stiffelman LLP 1801 Century Park West Los Angeles California, 90067-6406 United States
REGISTRARS Capita IRG plc Balfour House 390-398 High Street Ilford Essex IG1 1NQ
HIGHLIGHTS
Group losses before tax amounted to £11.2m with £9.0m arising in the first half year, reducing to £2.2m in the second half.
Favourable commercial agreement achieved with MBP, the German tax fund, generating a £1.5m settlement for the Group.
Disposal of Optical Image Limited, the loss making television post-production and facilities business.
Acquisition of Cobalt Media Capital Limited in July 2003, which adds to the Group's film financing capability and to its | 2 |
1cons | 60371134.txt_3 | 60371134.txt | plc 20 Stratford Place London W1N 9AF
AUDITORS KPMG Audit Plc 8 Salisbury Square London EC4Y 8BB
SOLICITORS Olswang 90 Long Acre London WC2E 9TT
Pinsents 3 Colmore Circus Birmingham B4 6BH
Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie & Stiffelman LLP 1801 Century Park West Los Angeles California, 90067-6406 United States
REGISTRARS Capita IRG plc Balfour House 390-398 High Street Ilford Essex IG1 1NQ
HIGHLIGHTS
Group losses before tax amounted to £11.2m with £9.0m arising in the first half year, reducing to £2.2m in the second half.
Favourable commercial agreement achieved with MBP, the German tax fund, generating a £1.5m settlement for the Group.
Disposal of Optical Image Limited, the loss making television post-production and facilities business.
Acquisition of Cobalt Media Capital Limited in July 2003, which adds to the Group's film financing capability and to its film library.
Options agreed with Paramount Pictures for the production of "The Daughter, Queen of Sheba" and Stratus Film Company LLC for "Forever and a Day" from Winchester's U.S. film slate.
Several films in advanced state of development under the Group's agreement with The Donner Company.
Successful release of four films, through UK distribution business, including Lantana.
Universal Pictures (UK Limited) signed as UK video and DVD distributor.
Five films already acquired by Winchester due for UK release in 2003-4 including, "The Man Who Sued God" starring Billy Connolly.
WINCHESTER ENTERTAINMENT PLC ANNUAL REPORT AND ACCOUNTS 2003
CHAIRMAN'S STATEMENT//HUW DAVIES
"THERE IS REASON TO BELIEVE THAT OUR INTERIM RESULTS ANNOUNCED IN DECEMBER 2002 MARKED THE LOW POINT IN THE GROUP'S FORTUNES. THE REMEDIAL ACTION TAKEN TO ADDRESS THE LOSSES OF THE LAST TWO YEARS IS BEGINNING TO SHOW RESULTS."
Turnover for the year ended 31 March 2003 was £5.1m | 3 |
1cons | 60371134.txt_b0 | 60371134.txt |
(a) the allotment of equity securities in connection with an offer (whether by way of a rights issue, open offer or otherwise) to the holders of ordinary shares of the Company inproportion (as nearly as may be) to their respective holdings of ordinary shares, subject only to exclusions or other arrangements which the directors may deem necessary or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matters; and
(b) the allotment (otherwise than under paragraph (a) above) of equity securities up to an aggregate nominal amount of £381,064.92, of which £152,425.97 is in respect of the warrants to be issued to Messrs. Irby and Muse.
and will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this resolution is passed, but the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after this power expires.
By order of the board S K Taylor Secretary
Dated 26 September 2003 Registered Office: 1921 Heddon Street London W1B 4BG
Notes
1) A form of proxy is enclosed. The appointment of a proxy will not prevent you from subsequently attending and voting at the meeting in person.
2) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and on a poll vote in his place. A proxy need not also be a member of the Company.
3) In all cases the form of proxy must be deposited at the Company's registered office not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.
4) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 the time by which a person must be entered on the register of members in order to have the right to attend and vote at the annual general meeting is 11am on 28 October 2003 (being not more than 48 hours prior to the time fixed for the meeting) or, if the meeting is adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the meeting.
| 4 |
1cons | 60371134.txt_b1 | 60371134.txt | previous authority, the directors be hereby generally and unconditionally authorised, in accordance with
section 80 Companies Act 1985, to allot relevant securities (as defined in that section) up to a maximum aggregate nominal amount of relevant securities of £508,086.57 and this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this resolution is passed, but the Company may before this authority expires make an offer or agreement which would or might require relevant securities to be allotted after this authority expires and the directors may allot relevant securities pursuant to such an offer or agreement as if the authority had not expired.
WINCHESTER ENTERTAINMENT PLC ANNUAL REPORT AND ACCOUNTS 2003
WINCHESTER ENTERTAINMENT PLC NOTICE OF MEETING CONTINUED
Special Resolution 8 That, subject to resolution (7) above being passed, the directors be hereby given power in accordance with section 95 Companies
Act 1985 ("the Act") to allot equity securities (within the meaning of section 94 of the Act) pursuant to the authority conferred by that resolution as if section 89(1) of the Act did not apply to the allotment, provided that this power is limited to:
(a) the allotment of equity securities in connection with an offer (whether by way of a rights issue, open offer or otherwise) to the holders of ordinary shares of the Company inproportion (as nearly as may be) to their respective holdings of ordinary shares, subject only to exclusions or other arrangements which the directors may deem necessary or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matters; and
(b) the allotment (otherwise than under paragraph (a) above) of equity securities up to an aggregate nominal amount of £381,064.92, of which £152,425.97 is in respect of the warrants to be issued to Messrs. Irby and Muse.
and will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this resolution is passed, but the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after this power expires.
By order of the board S K Taylor Secretary
Dated 26 September 2003 Registered Office: 1921 Hedd | 5 |
1cons | 61164933.txt_0 | 61164933.txt | ABBEY NATIONAL PLC REPORT AND ACCOUNTS 2008
Contents
Business Review and Forward-looking Statements Chief Executive's Review 2
Forward-looking Statements 4 Business and Financial Review
Business Overview 5 Business Review - Summary 9 Business Review - Personal Financial Services 13 Business Review - Sold Life Businesses 19
Other Material Items 20 Balance Sheet Business Review 22
Risk Management 36 Report of the Directors
Directors 57 Directors' Report 59 Supervision and Regulation 68 Financial Statements Independent Auditors' Report to the Member of Abbey National plc - UK opinion 70 Primary Financial Statements 72 Accounting Policies 77 Notes to the Financial Statements 95 Selected Financial Data 138 Shareholder Information
Risk Factors 141 Taxation for US Investors 145
Share Information 145 Contact Information 146 Memorandum and Articles of Association 146
Cross Guarantee 148 Directors' Responsibility Statement 151
Cross-reference to Form 20-F 152
1
Business Review and Forward-looking Statements
Chief Executive's Review
Overview
2008 has been an excellent year for Abbey. In what has been a very difficult trading environment, we have delivered statutory profit growth of 20% underpinned by strong but prudent lending and substantial growth in retail and corporate deposits. Our lending volumes are significantly higher than 2007 and we have increased our share of lending in both the prime mortgage, and small and medium enterprise (`SME') markets. Together with robust contributions from each of our businesses this has allowed us to achieve double digit trading income growth. This is balanced against controlled costs, as we continue to invest in our Corporate Banking and Private Banking businesses, and means that we have double digit operating jaws for the fourth consecutive year and our cost to income ratio has reduced to the targeted 45%, which is now better than the sector average.
Business Performance
Abbey has continued to grow across all areas of its business in 2008 as the bank becomes a full-service commercial bank. We have been a consistent mortgage lender throughout the year offering a full range of competitive mortgage deals resulting in an estimated net lending mortgage share of 29% in 2008. We have continued to offer additional innovative value-for-money products, increased cross-sales and delivered a strong uplift in new business underpinned by the strong increase in the sale of current accounts, investment products and credit cards.
Our prudent approach to mortgage business has served us well and the quality of our lending continues to be based on affordability and robust risk management, benefiting from our decision to concentrate on lower loan-to-value (LTV) lending. | 0 |
1cons | 61164933.txt_1 | 61164933.txt | our share of lending in both the prime mortgage, and small and medium enterprise (`SME') markets. Together with robust contributions from each of our businesses this has allowed us to achieve double digit trading income growth. This is balanced against controlled costs, as we continue to invest in our Corporate Banking and Private Banking businesses, and means that we have double digit operating jaws for the fourth consecutive year and our cost to income ratio has reduced to the targeted 45%, which is now better than the sector average.
Business Performance
Abbey has continued to grow across all areas of its business in 2008 as the bank becomes a full-service commercial bank. We have been a consistent mortgage lender throughout the year offering a full range of competitive mortgage deals resulting in an estimated net lending mortgage share of 29% in 2008. We have continued to offer additional innovative value-for-money products, increased cross-sales and delivered a strong uplift in new business underpinned by the strong increase in the sale of current accounts, investment products and credit cards.
Our prudent approach to mortgage business has served us well and the quality of our lending continues to be based on affordability and robust risk management, benefiting from our decision to concentrate on lower loan-to-value (LTV) lending. Since September 2006, we have been carefully maintaining a balance between the margin of new business, prudent lending criteria and our market share aspirations.
Our lending growth has been largely funded by an increase in net deposits with over £11.1bn deposited by retail and SME customers. This clearly demonstrates that Abbey, as part of the Santander Group, continues to be seen as a safe haven for UK depositors. In addition, we have taken the opportunity to reduce assets in our Global Banking & Markets operations to fund our Retail Banking growth. This active funding allocation strategy has allowed us to maintain stable short-term funding requirements throughout the year.
The addition of Bradford & Bingley plc's savings business in September, which brought an additional £20bn of deposits and further £1.1bn net inflows since acquisition, has further strengthened this position, and has improved our commercial funding mix to over 70% from customer deposits.
Funding and Capital Strength
The recent market turmoil is unprecedented. Since August 2007, the global financial system has experienced difficult credit and liquidity conditions and disruptions leading to less liquidity, greater volatility and general widening of spreads. In September 2008, global financial markets deteriorated sharply following the bankruptcy filing by Lehman Brothers Holdings Inc.. In the days | 1 |
1cons | 61164933.txt_2 | 61164933.txt | Since September 2006, we have been carefully maintaining a balance between the margin of new business, prudent lending criteria and our market share aspirations.
Our lending growth has been largely funded by an increase in net deposits with over £11.1bn deposited by retail and SME customers. This clearly demonstrates that Abbey, as part of the Santander Group, continues to be seen as a safe haven for UK depositors. In addition, we have taken the opportunity to reduce assets in our Global Banking & Markets operations to fund our Retail Banking growth. This active funding allocation strategy has allowed us to maintain stable short-term funding requirements throughout the year.
The addition of Bradford & Bingley plc's savings business in September, which brought an additional £20bn of deposits and further £1.1bn net inflows since acquisition, has further strengthened this position, and has improved our commercial funding mix to over 70% from customer deposits.
Funding and Capital Strength
The recent market turmoil is unprecedented. Since August 2007, the global financial system has experienced difficult credit and liquidity conditions and disruptions leading to less liquidity, greater volatility and general widening of spreads. In September 2008, global financial markets deteriorated sharply following the bankruptcy filing by Lehman Brothers Holdings Inc.. In the days that followed, it became apparent that a number of other major financial institutions, including some of the largest global commercial banks, investment banks, mortgage lenders, mortgage guarantors and insurance companies, were experiencing significant difficulties.
The UK Government initiative announced in early October 2008, including the provision of liquidity and funding support and facilities to enable banks to raise new capital to strengthen their capital base, was welcomed by Abbey. Abbey has been managing its balance sheet prudently, having reduced assets in our Global Banking & Markets operations, almost doubling net deposit flows and achieving a lower level of short-term funding by the end of 2008 than at the start of the year. Abbey did not use the UK Government recapitalisation scheme, nor do we expect to in the future. In 2008, Santander's commitments to the UK Government and regulators to improve the combined Tier 1 ratio of Abbey and Alliance & Leicester plc were met using the additional £1bn of capital announced at the time of the acquisition of Alliance & Leicester plc, which was transferred into Abbey from Santander. This capital has, in turn, been transferred to Alliance & Leicester plc in late December as planned.
In 2009, with respect to liquidity and funding arrangements, rather than capital, we expect to remain flexible in | 2 |
1cons | 61164933.txt_3 | 61164933.txt | that followed, it became apparent that a number of other major financial institutions, including some of the largest global commercial banks, investment banks, mortgage lenders, mortgage guarantors and insurance companies, were experiencing significant difficulties.
The UK Government initiative announced in early October 2008, including the provision of liquidity and funding support and facilities to enable banks to raise new capital to strengthen their capital base, was welcomed by Abbey. Abbey has been managing its balance sheet prudently, having reduced assets in our Global Banking & Markets operations, almost doubling net deposit flows and achieving a lower level of short-term funding by the end of 2008 than at the start of the year. Abbey did not use the UK Government recapitalisation scheme, nor do we expect to in the future. In 2008, Santander's commitments to the UK Government and regulators to improve the combined Tier 1 ratio of Abbey and Alliance & Leicester plc were met using the additional £1bn of capital announced at the time of the acquisition of Alliance & Leicester plc, which was transferred into Abbey from Santander. This capital has, in turn, been transferred to Alliance & Leicester plc in late December as planned.
In 2009, with respect to liquidity and funding arrangements, rather than capital, we expect to remain flexible in our approach. We believe that the current arrangements with the Bank of England, European Central Bank and US Federal Reserve, as well as the UK Credit Guarantee Scheme that are available to the UK banking industry will help the banking sector to meet liquidity and funding needs.
Key Financial Highlights
Abbey has delivered profit growth of over 20% and successfully achieved its financial targets for 2008, with trading revenue growth in excess of the 5 10% target range and a further reduction in the trading cost:income ratio to below the sector average in the UK.
Summary Highlights
>
Personal Financial Services trading profit before tax (management's preferred profit measure, described in the Business
Review - Summary on page 11) increased by £197m to £1,301m compared to £1,104m in 2007, with strong underlying
growth from all business divisions.
>
Personal Financial Services trading income was 12.7% higher, exceeding the targeted range of between 5% and 10%,
and was driven by a strong performance across all business divisions.
2
Business Review and Forward-looking Statements
Chief Executive's Review continued
>
Retail Banking income benefited from a 10% increase | 3 |
1cons | 61164933.txt_b0 | 61164933.txt |
Major Shareholders
Related Party Transactions
Interests of Experts and Counsel
8
Financial Information
Consolidated Statements and Other Financial
Information
Significant Changes
9
The Offer and Listing
Offer Listing and Details
Plan of Distribution
Markets
Selling shareholders
Dilution
Expenses of the Issue
10 Additional Information
Share Capital
Memorandum and Articles of Association
Material Contracts
Exchange Controls
Taxation
Dividends and Paying Agents
Statements by Experts
Documents on Display
Subsidiary Information
11 Quantitative and Qualitative Disclosures about Market Risk
12 Description of Securities Other Than Equity Securities Debt Securities
Warrants and Rights
Other Securities
American Depositary Shares
Part II
13 Defaults, Dividend Arrearages and Delinquencies
14 Material Modifications to the Rights of Security Holders and Use of Proceeds
15 Controls and Procedures
Disclosure Controls and Procedures
Management's Annual Report on Internal Control
over Financial Reporting
Attestation Report of the Registered Public
Accounting Firm
Changes in Internal Control Over Financial Reporting
15T Controls and Procedures
16A Audit Committee Financial Expert
16B Code of Ethics
16C Principal Accountant Fees and Services
16D Exemptions from the Listing Standards for Audit Committees
16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers
16F Change in Registrant's Certifying Accountant
16G Corporate Governance
Part III
17 Financial Statements
18 Financial Statements
19 Exhibits
* Not required for an Annual Report.
* * 138 * * 141 5 5 5 26 N/a 10 28 - 33 N/a 2 30 33 57-58 63 62-63 64-65 64 145 63, 129-132 * 72
9 * * N/a * * * * 146 21 N/a 145 * * 146 N/a 36-51 * * * *
N/a N/a 66 66
N/a
66 N/a 62 65 99 N/a N/a N/a N/a
N/a 72 Filed with SEC
152
| 4 |
1cons | 61164933.txt_b1 | 61164933.txt |
Nathan Bostock Chief Financial Officer 19 March 2009
151
Cross-reference to Form 20-F
Cross-reference to Form 20-F
Part I
1
Identity of Directors, Senior Management and Advisers
2
Offer Statistics and Expected Timetable
3
Key Information
Selected Financial Data
Capitalisation and Indebtedness
Reasons for the Offer and use of Proceeds
Risk Factors
4
Information on the Company
History and Development of the Company
Business Overview
Organisational Structure
Property, Plant and Equipment
4A Unresolved Staff Comments
5
Operating and Financial Review and Prospects
Operating Results
Liquidity and Capital Resources
Research and Development, Patents and Licenses, etc
Trend Information
Off- Balance Sheet Arrangements
Contractual Obligations
6
Directors, Senior Management and Employees
Directors and senior management
Compensation
Board Practices
Employees
Share Ownership
7
Major Shareholders and Related Party Transactions
Major Shareholders
Related Party Transactions
Interests of Experts and Counsel
8
Financial Information
Consolidated Statements and Other Financial
Information
Significant Changes
9
The Offer and Listing
Offer Listing and Details
Plan of Distribution
Markets
Selling shareholders
Dilution
Expenses of the Issue
10 Additional Information
Share Capital
Memorandum and Articles of Association
Material Contracts
Exchange Controls
Taxation
Dividends and Paying Agents
Statements by Experts
Documents on Display
Subsidiary Information
11 Quantitative and Qualitative Disclosures about Market Risk
12 Description of Securities Other Than Equity Securities Debt Securities
Warrants and Rights
Other Securities
American Depositary Shares
Part II
13 Defaults, Dividend Arrearages and Delinquencies
14 Material Modifications to the Rights of Security Holders and Use of Proceeds
15 Controls and Procedures
Disclosure Controls and Procedures
Management's Annual Report on Internal Control
over Financial Reporting
Attestation | 5 |
1cons | 61823869.txt_0 | 61823869.txt | Annual Report 2012
2 About Odd Molly 4 Comment from the CEO 6 Business concept,
goals and strategy 8 Business model 10 Operations 14 Odd Molly's responsibilities 16 Odd Molly's share 19 Board of Directors' report 24 Summarized financial
information 25 Consolidated statement
of comprehensive income 26 Consolidated balance sheet 27 Consolidated statement
of cash flows 27 Consolidated statement
of changes in equity 28 Parent Company
income statement 29 Parent Company balance sheet 30 Parent Company statement
of cash flows 30 Parent Company statement
of changes in equity 31 Accounting principles and notes 44 Audit report 46 Corporate governance 50 Auditors' assurance report on
the corporate governance report 52 Board of Directors and auditors 54 Senior Executives 56 Information for shareholders 57 Definitions of key ratios
Odd Molly stands for courage, integrity, happiness, love and freedom. This guides us as we develop the business and Odd Molly's distinctive design. With strong values it is easier to set the right priorities. This year we decided to produce a more condensed annual report because of our busy schedule. We are working to create the conditions for future growth and regain a strong position in the market.
About Odd Molly
The company in brief
Odd Molly is a Swedish company that designs, markets and sells women's fashion. Odd Molly's collections share a distinctive design. Our clothing is feminine, flattering, easy-to-wear and high quality.
The year in brief
In 2012 we saw continued tough market conditions and cautiousness among Odd Molly's customers. Net sales decreased to SEK 223.7 million, compared with SEK 292.3 million in the previous year.
In 2012 Odd Molly's clothing was sold in a total of 35 countries through 1,300 retailers. The company also has four of its own stores and three shop-in-shops in Sweden and Denmark as well as its own web shop, which reaches consumers throughout Europe.
Founded in 2002, Odd Molly is currently listed on NASDAQ OMX Stockholm. The company's historically profitable growth is the result of creative design, consistent branding and a business model with representation by independent agents, which facilitates expansion with limited capital needs and inventory build-up.
Odd Molly has over 3,000 shareholders and around 50 employees in Stockholm, Göteborg, Copenhagen and Los Angeles.
The gross margin was stable at 53.6 percent, compared with 56.0 percent in the previous year. Operating profit amounted to SEK 0.2 million, | 0 |
1cons | 61823869.txt_1 | 61823869.txt | , markets and sells women's fashion. Odd Molly's collections share a distinctive design. Our clothing is feminine, flattering, easy-to-wear and high quality.
The year in brief
In 2012 we saw continued tough market conditions and cautiousness among Odd Molly's customers. Net sales decreased to SEK 223.7 million, compared with SEK 292.3 million in the previous year.
In 2012 Odd Molly's clothing was sold in a total of 35 countries through 1,300 retailers. The company also has four of its own stores and three shop-in-shops in Sweden and Denmark as well as its own web shop, which reaches consumers throughout Europe.
Founded in 2002, Odd Molly is currently listed on NASDAQ OMX Stockholm. The company's historically profitable growth is the result of creative design, consistent branding and a business model with representation by independent agents, which facilitates expansion with limited capital needs and inventory build-up.
Odd Molly has over 3,000 shareholders and around 50 employees in Stockholm, Göteborg, Copenhagen and Los Angeles.
The gross margin was stable at 53.6 percent, compared with 56.0 percent in the previous year. Operating profit amounted to SEK 0.2 million, compared with SEK 20.1 million in 2011.
The company's financial position remains very strong.
The changes being made to strengthen the company's position and create the conditions for profitable growth continued during the year with a focus on:
Collections · More distinctive collections with new merchandise through-
out the season. · Improved price and product mix based on Odd Molly's
recognizable design. · The spring and summer 2013 collection, which reflects the
changes that has begun, was presented during the fall.
"2012 was a tough year, but a lot of work is being done to create growth. Our collections have been the biggest focus."
Organization · A more goal- and customer-oriented organization began
to take shape and the design and purchasing units were integrated.
Distribution · Further improvements were made to the company's web
shop and shop-in-shops.
2 Odd Molly Annual Report 2012
Financial history
2012 2011
Net sales, SEK thousand
223,724
Operating profit, EBIT, SEK thousand
220
Operating margin, EBIT, %
0.1
Return on capital employed, %
1 | 1 |
1cons | 61823869.txt_2 | 61823869.txt | compared with SEK 20.1 million in 2011.
The company's financial position remains very strong.
The changes being made to strengthen the company's position and create the conditions for profitable growth continued during the year with a focus on:
Collections · More distinctive collections with new merchandise through-
out the season. · Improved price and product mix based on Odd Molly's
recognizable design. · The spring and summer 2013 collection, which reflects the
changes that has begun, was presented during the fall.
"2012 was a tough year, but a lot of work is being done to create growth. Our collections have been the biggest focus."
Organization · A more goal- and customer-oriented organization began
to take shape and the design and purchasing units were integrated.
Distribution · Further improvements were made to the company's web
shop and shop-in-shops.
2 Odd Molly Annual Report 2012
Financial history
2012 2011
Net sales, SEK thousand
223,724
Operating profit, EBIT, SEK thousand
220
Operating margin, EBIT, %
0.1
Return on capital employed, %
1.4
Return on equity, %
2.5
Equity/assets ratio, %
78.4
Equity per share, SEK
19.22
Earnings per share, SEK
0.52
Dividend per share, SEK
1.50*
Average number of employees
54
Net sales per employee, SEK thousand 4,143
Number of company-owned stores
5
292,275 20,074 6.9 16.2 10.7 76.8 22.08 2.48 3.00 57 5,142 5
2010
355,551 50,668 14.3 39.7 28.0 80.7 24.00 6.30 4.50 50 7,111 5
2009 2008
329,809 59,179 17.9 55.6 39.9 76.2 21.00 7.48 3.50 36 9,086 1
267,653 67,509 25.2 99.1 71.2 74.8 16.51 8.66 3.00 30 8,997
* Proposed dividend | 2 |
1cons | 61823869.txt_3 | 61823869.txt | .4
Return on equity, %
2.5
Equity/assets ratio, %
78.4
Equity per share, SEK
19.22
Earnings per share, SEK
0.52
Dividend per share, SEK
1.50*
Average number of employees
54
Net sales per employee, SEK thousand 4,143
Number of company-owned stores
5
292,275 20,074 6.9 16.2 10.7 76.8 22.08 2.48 3.00 57 5,142 5
2010
355,551 50,668 14.3 39.7 28.0 80.7 24.00 6.30 4.50 50 7,111 5
2009 2008
329,809 59,179 17.9 55.6 39.9 76.2 21.00 7.48 3.50 36 9,086 1
267,653 67,509 25.2 99.1 71.2 74.8 16.51 8.66 3.00 30 8,997
* Proposed dividend
Sales by country
Other 23%
UK 4% Norway 4% Switzerland 5%
Denmark 7% Germany 9%
Sweden 48%
Quarterly sales
SEK million 160 140 120 100 80 60 40 20 0
08 09 10 11 12 Q1
08 09 10 11 12 Q2
08 09 10 11 12 Q3
08 09 10 11 12 Q4
Order values
SEK million 180
160
140
120
100
80
60
40
20
0
SS FW SS FW SS FW SS FW SS FW SS FW SS
07
08
09
10
11
12 13
3 Odd Molly Annual Report 2012
Small steps in the right direction
I said a year ago that it takes time to reverse a negative trend, but that it can be done. That we would work hard to boost sales and begin at the right end with the customer while maintaining our brand identity and creating a balance in the collections. That we would address things that make a difference now and in the future. And we have.
| 3 |
1cons | 61823869.txt_b0 | 61823869.txt | area. All of Odd Molly's business areas share the same structure, financial system, chart of accounts and policies, which facilitates efficient routines and control systems.
Risk assessment
Odd Molly works continuously and actively with risk analysis, risk assessment and risk management to ensure that the risks the company is exposed to are managed efficiently within the established framework. The risk assessment includes, among other things, the company's administrative routines for invoicing and order processing. Balance sheet and income statement items with a risk of material error are also reviewed continuously. Odd Molly uses prepayments when its credit analysis has a negative outcome or for new, smaller customers, as well as with active control of currency risks.
Control activities
Control structures are designed to manage the risks that the Board of Directors considers material to the internal control of financial reporting. These control structures consist of an organization with clearly defined lines of authority, routines and job descriptions. Control activities include reporting on decisionmaking processes and procedures for important decisions (e.g., new major customers, investments, inventories, contracts, etc.) as well as reviews of all financial reports that are presented.
Information and communications
The company's governing documents in the form of policies, guidelines and manuals for internal and external communications are updated continuously and communicated internally through the appropriate channels such as internal meetings and internal mail. The company's communication policy, which contains guidelines on how information is released, applies to communications with outside parties. The purpose of the policy is to ensure that Odd Molly correctly and thoroughly meets all its information obligations according to current laws and regulations.
Monitoring and oversight
The Board continuously monitors the effectiveness of the internal control based on the preparations by the Audit Committee. The Board makes certain that the company's auditors review the financial report for the third quarter. Lastly, the Board issues a brief report on how internal control was implemented during the year. To date the Board has not found reason to establish a separate internal audit unit, although it evaluates annually whether one is needed.
The Board of Directors
March 20, 2013
The financial handbook covers, among other things, control activities such as reconciliations, authorizations, account reconciliations, financial systems and benchmarks. Authorization instructions are updated continuously. The right to authorize payments is also treated in this instruction. Approval is required by at least two persons jointly from the finance department or by the CEO and the CFO.
35 Odd Molly Annual Report 2012
www.oddmolly.com
| 4 |
1cons | 61823869.txt_b1 | 61823869.txt | in reported values, any uncorrected inaccuracies, events after the balance sheet date, changes in estimates and assumptions, any verified irregularities and other conditions that affect the quality of the financial reports.
Control environment
An important part of the internal control is to formulate and establish a number of fundamental policies, guidelines and frameworks for the company's financial routines and financial reporting. The finance policy in 2012 was adopted by the Board on February 14, 2012. The financial handbook, which is updated continuously, is an important tool to assure good internal control over the company's operations. Operations are monitored and governing documents are revised continuously and communicated to all affected employees. The Board continuously evaluates operations and results through a reporting packet that contains an income statement, balance sheet and key financial ratios as well as other material operational and financial information. The other policies and guidelines established by the Board that are important to internal control are the communication policy, IT
34 Odd Molly Annual Report 2012
policy and gender equality policy. Moreover, the CEO decides on financial job descriptions, which are available to the finance department on the company's server. Odd Molly has a business area-based organizational structure where each business area manager participates on the company's management team and is responsible for the performance of their business area. All of Odd Molly's business areas share the same structure, financial system, chart of accounts and policies, which facilitates efficient routines and control systems.
Risk assessment
Odd Molly works continuously and actively with risk analysis, risk assessment and risk management to ensure that the risks the company is exposed to are managed efficiently within the established framework. The risk assessment includes, among other things, the company's administrative routines for invoicing and order processing. Balance sheet and income statement items with a risk of material error are also reviewed continuously. Odd Molly uses prepayments when its credit analysis has a negative outcome or for new, smaller customers, as well as with active control of currency risks.
Control activities
Control structures are designed to manage the risks that the Board of Directors considers material to the internal control of financial reporting. These control structures consist of an organization with clearly defined lines of authority, routines and job descriptions. Control activities include reporting on decisionmaking processes and procedures for important decisions (e.g., new major customers, investments, inventories, contracts, etc.) as well as reviews of all financial reports that are presented.
Information and communications
The company's governing documents in the form of policies, guidelines and manuals for internal and external communications are | 5 |
1cons | 60904262.txt_0 | 60904262.txt | Focused on bringing value through Stem Cell biology
Stem Cell Sciences plc Annual Report 2006
About Stem Cell Sciences plc
We are focused on delivering value today from stem cell biology
Who:
Stem Cell Sciences (SCS) is an international research and development company focusing on the commercial application of stem cell biology technologies for research and clinical applications SCS prides itself on the relationship it has with its international network of academic partners that have placed SCS at the forefront of stem cell field. Stem Cell Sciences has an established track record of revenue generation through the sale of products and through collaborative research and licensing deals with international biotechnology and pharmaceutical companies.
What:
Stem Cell Sciences has a substantial portfolio of patents and patent applications in both adult and embryonic stem cell fields. The Company now has been active in the stem cell research field since 1994, principally focused on technologies to grow, differentiate, and purify adult and embryonic stem cells. These include technologies to permit the generation of highly purified stem cells and their differentiated progeny (specialised tissue cell types) for use in genetic, pharmacological and toxicological screens. Moreover, these technologies can be utilised to provide pure populations of appropriate cell types for transplantation therapies.
Why:
Stem Cell Sciences' core objective is to develop safe and effective stem cell-based therapies for currently incurable diseases.
Where:
We are headquartered in the United Kingdom and have operations in the USA, Australia and Japan (via associate Company SCS KK).
SCS LLC (USA) California, USA (2006)
SCS plc (UK)
Edinburgh, UK Cambridge, UK (2006)
SCS KK (Japan) Kobe, Japan
SCS (Australia) Pty Ltd
Melbourne, Australia
Highlights of the year
Stem Cell Sciences plc Annual Report and Accounts 2006
Revenue generating in three of four SCS business units including: > SC Proven® Supply of growth
formulations and other reagents for stem cell-based research; > SC Services Custom engineering and supply of cells for drug discovery and development; and > SC Licensing Provides access to proprietary SCS Technologies.
SC Therapies Stem cell-based therapeutics Programs to test SCS' proprietary stem cells in animal models of spinal cord injury and age-related macular degeneration initiated and in preparation respectively.
Exclusive license agreement | 0 |
1cons | 60904262.txt_1 | 60904262.txt | Why:
Stem Cell Sciences' core objective is to develop safe and effective stem cell-based therapies for currently incurable diseases.
Where:
We are headquartered in the United Kingdom and have operations in the USA, Australia and Japan (via associate Company SCS KK).
SCS LLC (USA) California, USA (2006)
SCS plc (UK)
Edinburgh, UK Cambridge, UK (2006)
SCS KK (Japan) Kobe, Japan
SCS (Australia) Pty Ltd
Melbourne, Australia
Highlights of the year
Stem Cell Sciences plc Annual Report and Accounts 2006
Revenue generating in three of four SCS business units including: > SC Proven® Supply of growth
formulations and other reagents for stem cell-based research; > SC Services Custom engineering and supply of cells for drug discovery and development; and > SC Licensing Provides access to proprietary SCS Technologies.
SC Therapies Stem cell-based therapeutics Programs to test SCS' proprietary stem cells in animal models of spinal cord injury and age-related macular degeneration initiated and in preparation respectively.
Exclusive license agreement signed with Millipore Corporation to develop and market the Company's serum free media for the growth of human embryonic stem cells (hESCs) a further licensing deal between the two companies. HEScGRO medium is the first commercially available animal component free medium for human ES cell growth.
Two new licensing deals signed with major pharmaceutical companies including one evaluation license and one non-exclusive research license the latter with Merck & Co. Both licenses provide SCS with up-front fees, the latter also providing milestone payments and SCS technology licensing options to improvements in SCS technology.
Opening of the new automated stem cell production facility at the Babraham Research Campus in Cambridge (UK), enabling the Company to grow and supply its novel stem cell-based drug discovery and development assays for the world pharmaceutical industry. The facility also includes state of the art robotic cell culture equipment, including the CompacT SelecTTM.
Strengthening of the Board with appointment of Jeremy Scudamore and David Dodd as Non-Executive Directors. Subsequent to his appointment, David Dodd was appointed Non-Executive Chairman effective 1 January 2007 with Michael Dexter continuing to serve as Senior Independent Non-Executive Director. David's significant commercial and corporate life sciences experience | 1 |
1cons | 60904262.txt_2 | 60904262.txt | signed with Millipore Corporation to develop and market the Company's serum free media for the growth of human embryonic stem cells (hESCs) a further licensing deal between the two companies. HEScGRO medium is the first commercially available animal component free medium for human ES cell growth.
Two new licensing deals signed with major pharmaceutical companies including one evaluation license and one non-exclusive research license the latter with Merck & Co. Both licenses provide SCS with up-front fees, the latter also providing milestone payments and SCS technology licensing options to improvements in SCS technology.
Opening of the new automated stem cell production facility at the Babraham Research Campus in Cambridge (UK), enabling the Company to grow and supply its novel stem cell-based drug discovery and development assays for the world pharmaceutical industry. The facility also includes state of the art robotic cell culture equipment, including the CompacT SelecTTM.
Strengthening of the Board with appointment of Jeremy Scudamore and David Dodd as Non-Executive Directors. Subsequent to his appointment, David Dodd was appointed Non-Executive Chairman effective 1 January 2007 with Michael Dexter continuing to serve as Senior Independent Non-Executive Director. David's significant commercial and corporate life sciences experience, having held a number of executive positions with companies such as Serologicals Corporation, Solvay Pharmaceuticals, Wyeth, Bristol-Myers Squibb and Abbott Laboratories, and excellent track record in US commercial and financial markets, will be instrumental in taking Stem Cell Sciences forward to the next stage of its development.
Expansion of US academic and commercial networks via US subsidiary SCS llc (San Francisco, CA). SCS llc is focused on building sustainable academic and commercial collaborations throughout North America.
Successful co-applicant in the European Commission approved `ESTOOLS' program, a world leading 12 million stem cell research program involving both academic and commercial researchers. Stem Cell Sciences is one of three commercial partners taking part in this Framework Program (FP) VI initiative, which is being led by the University of Sheffield.
Shareholders' approval of proposed dual listing on the Australian Stock Exchange (`ASX') in the first half of 2007 to raise up to AUS$10m-$12m, whilst continuing to trade on the Alternative Investment Market (AIM) market of the London Stock Exchange.
Contents 1 Highlights of the year 2 Defining the science 4 SCS under the microscope a closer look | 2 |
1cons | 60904262.txt_3 | 60904262.txt | , having held a number of executive positions with companies such as Serologicals Corporation, Solvay Pharmaceuticals, Wyeth, Bristol-Myers Squibb and Abbott Laboratories, and excellent track record in US commercial and financial markets, will be instrumental in taking Stem Cell Sciences forward to the next stage of its development.
Expansion of US academic and commercial networks via US subsidiary SCS llc (San Francisco, CA). SCS llc is focused on building sustainable academic and commercial collaborations throughout North America.
Successful co-applicant in the European Commission approved `ESTOOLS' program, a world leading 12 million stem cell research program involving both academic and commercial researchers. Stem Cell Sciences is one of three commercial partners taking part in this Framework Program (FP) VI initiative, which is being led by the University of Sheffield.
Shareholders' approval of proposed dual listing on the Australian Stock Exchange (`ASX') in the first half of 2007 to raise up to AUS$10m-$12m, whilst continuing to trade on the Alternative Investment Market (AIM) market of the London Stock Exchange.
Contents 1 Highlights of the year 2 Defining the science 4 SCS under the microscope a closer look at our business 6 Chairman's Statement 8 Operating and Financial Review
13 Corporate Social Responsibility 14 Board of Directors 16 Senior Managers 17 Scientific Advisory Board 18 Directors' report
22 Statement of directors' responsibilities 23 Independent auditors' report 25 Consolidated profit and loss account 26 Consolidated statement of total
recognised gains and losses 27 Consolidated balance sheet 28 Company balance sheet 29 Consolidated cash flow statement 30 Notes to the accounts 43 Secretary and advisers 44 Glossary 46 Frequently asked questions
Stem Cell Sciences plc Annual Report and Accounts 2006
Defining the science
Stem Cell Sciences, through the development of its cell culture systems and technologies, has established methodologies to produce safe, robust and reproducible stem cells.
What are Stem Cells?
Stem cells are undifferentiated (unspecialised) cells, which can divide to make copies of themselves, or differentiate (change) to become specialised cells of the body such as muscle cells, nerve cells or blood cells.
There are two basic types of stem cells: Embryonic Stem (ES) cells and Tissuespecific (also called adult or somatic) stem cells.
ES cells, derived from a pre-implantation | 3 |
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