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1cons | 60904262.txt_b0 | 60904262.txt | `surplus' embryos negatively and many would rather see some form of beneficial outcome. The use of embryos for embryonic stem cell isolation and the potential treatment of patients with incurable diseases is one potential use.
A second objection revolves around the issue of creation of embryos for research. Recently, human embryos have been created from donated eggs and sperm specifically for the isolation of embryonic stem cells.
This strategy is widely considered as ethically questionable as it involves the generation of a new, genetically individual embryo purely for potential benefit to others. It has also been suggested that cloning techniques could be used to create embryos for embryonic stem cell isolation.
This so called therapeutic cloning approach does not require the creation of a new genetically distinct embryo by egg-sperm fusion, but rather produces embryonic cells that are copies of the patient. This would ensure that the patient will not reject cells following transplantation.
SCS plc (UK)
Peter Mountford, President & CEO (peter.mountford@stemcellsciences.com)
Hugh Ilyine, Vice President & COO (hugh.ilyine@stemcellsciences.com) Phone: +44 (0)131 662 9829 Fax: +44 (0)131 662 9779
SCS LLC (USA)
George Murphy, Jr., Vice President Business Development (george.murphy@stemcellsciences.com) Phone: +1 (415) 495 7341 Fax: +1 (415) 495 7345
SCS (Australia) Pty Ltd
David Newton, General Manager (david.newton@stemcellsciences.com) Phone: +61 (0)3 9905 0600 Fax: +61 (0)3 9905 0611
SCS KK (Japan)
Kenzo Nakajima, CEO (k-nakajima@scskk.com) Phone: +81 (0)78 306 0381 Fax: +81 (0)78 306 0382
Stem Cell Sciences plc Roger Land Building King's Building University of Edinburgh West Mains Road Edinburgh EH9 3JQ United Kingdom
Telephone: +44 (0)131 662 9829 Facsimile: +44 (0)131 662 9779 www.stemcellsciences.com
Incorporated and registered in England and Wales
Reg no. 5455929
| 4 |
1cons | 60904262.txt_b1 | 60904262.txt | embryos. In order to treat infertility, more embryos than may be required are often created. At the completion of their treatment, IVF patients can either donate the `surplus' embryos to another couple, donate the embryos to research, or discard the embryos.
Yet another possibility is that animal eggs, instead of human eggs, could be used in therapeutic cloning. This option is now regarded by most researchers as being technically unsound and a possible risk to the patient.
Opponents view research as equivalent to destruction or death of the embryo, even though cells isolated from such an embryo may have life-saving potential for a patient.
The ethical issues surrounding the use of human embryos are of significant concern and interest in modern society. These issues need to be thoroughly and openly reviewed with wide community participation before defining legislation is enacted.
How are different countries regulating human embryo research?
Human embryo research is viewed and regulated differently in different countries and even differently between states and territories within a country. This ranges from progressive, well-regulated legislation in the United Kingdom, to approved guidelines in Japan and complete prohibition in Germany.
Every year around the world, hundreds of IVF embryos, no longer required by the patients, are discarded. Most view the destruction of these `surplus' embryos negatively and many would rather see some form of beneficial outcome. The use of embryos for embryonic stem cell isolation and the potential treatment of patients with incurable diseases is one potential use.
A second objection revolves around the issue of creation of embryos for research. Recently, human embryos have been created from donated eggs and sperm specifically for the isolation of embryonic stem cells.
This strategy is widely considered as ethically questionable as it involves the generation of a new, genetically individual embryo purely for potential benefit to others. It has also been suggested that cloning techniques could be used to create embryos for embryonic stem cell isolation.
This so called therapeutic cloning approach does not require the creation of a new genetically distinct embryo by egg-sperm fusion, but rather produces embryonic cells that are copies of the patient. This would ensure that the patient will not reject cells following transplantation.
SCS plc (UK)
Peter Mountford, President & CEO (peter.mountford@stemcellsciences.com)
Hugh Ilyine, Vice President & COO (hugh.ilyine@stemcellsciences.com) Phone: +44 (0)131 662 9829 Fax: +44 (0 | 5 |
1cons | 60884815.txt_0 | 60884815.txt | The Capital Group of Bank Millennium S.A.
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD
FROM 1 JANUARY 2003 TO 31 DECEMBER 2003
Bank Millennium S.A.
SAB-RS2003
PLN in thousands
INTRODUCTION TO CONSOLIDATED FINANCIAL STATEMENTS AND COMPARABLE CONSOLIDATED FINANCIAL DATA
1. Company name and seat: Bank Millennium S.A., Warszawa, Al. Jerozolimskie 123a Registration court and register number: IX Commercial Division of the National Court Register, District Court for the Capital City of Warsaw, No. 0000010186. Issuer's primary business: banking and other financial intermediary services, excluding insurance and old-age and disability pension funds. Basic segments of the Group's activities: banking, leasing, factoring, stockbroking, capital investments, investment fund management.
On January 8, 2003, the Bank received the Registration Court's decision on registration in the National Court Register of amendments to the Bank's Articles of Association changing the Bank's former name (trade name). The new company name of the Bank, i.e. Bank Millennium Spólka Akcyjna and its abridged name, i.e. Bank Millennium S.A. replaced the former name BIG Bank GDASKI Spólka Akcyjna and its abridged name BIG Bank GDASKI S.A. At the same time, the Group's name was changed. The former name Grupa Kapitalowa BIG Banku GDASKIEGO (BIG Bank GDASKI Group) was replaced by Grupa Kapitalowa Banku Millennium (Bank Millennium Group).
On December 31, 2003 the Bank received the decision of the District Court for the Capital City of Warsaw, XIX Commercial Division of the National Court Register, dated December 31, 2003, on entry of the new address of the Bank's seat, i.e. Al. Jerozolimskie 123a, 02-017 Warszawa.
2. DURATION, IF DEFINITE, OF ACTIVITIES OF THE ISSUER AND GROUP ENTITIES
The Bank Millennium Group has no entities with a definite duration of activities.
3. PERIODS COVERED BY THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMPARABLE CONSOLIDATED FIN | 0 |
1cons | 60884815.txt_1 | 60884815.txt | Millennium Spólka Akcyjna and its abridged name, i.e. Bank Millennium S.A. replaced the former name BIG Bank GDASKI Spólka Akcyjna and its abridged name BIG Bank GDASKI S.A. At the same time, the Group's name was changed. The former name Grupa Kapitalowa BIG Banku GDASKIEGO (BIG Bank GDASKI Group) was replaced by Grupa Kapitalowa Banku Millennium (Bank Millennium Group).
On December 31, 2003 the Bank received the decision of the District Court for the Capital City of Warsaw, XIX Commercial Division of the National Court Register, dated December 31, 2003, on entry of the new address of the Bank's seat, i.e. Al. Jerozolimskie 123a, 02-017 Warszawa.
2. DURATION, IF DEFINITE, OF ACTIVITIES OF THE ISSUER AND GROUP ENTITIES
The Bank Millennium Group has no entities with a definite duration of activities.
3. PERIODS COVERED BY THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMPARABLE CONSOLIDATED FINANCIAL DATA BEING PRESENTED
The consolidated financial statements are presented for the period from January 1, 2003 through December 31, 2003, and the comparable data for the period from January 1, 2002 through December 31, 2002.
4. COMPOSITION OF THE ISSUER'S MANAGEMENT BOARD AND SUPERVISORY BOARD
Composition of the Supervisory Board as of December 31, 2003: 1. Maciej Bednarkiewicz Chairman of the Supervisory Board from February 20, 1995 2. Ryszard Pospieszyski Deputy Chairman and Secretary of the Board; Deputy Chairman from
June 24, 1997 and Secretary of the Board from June 7, 1989 3. Marek Belka Member from November 1, 1998 to October 17, 2001 and again from December
18, 2002 4. Christopher de Beck Member from August 1, 2000 5. Jorge Manuel Jardim Goncalves Member from January 14, 1999 6. Andrzej Komiski Member from August 1, 2000 7. Francisco de Lacerda Member from July 16, 2003 8. Marek Rocki - Member from August 1, 2000 9. Zbigniew Sobolewski | 1 |
1cons | 60884815.txt_2 | 60884815.txt | ANCIAL DATA BEING PRESENTED
The consolidated financial statements are presented for the period from January 1, 2003 through December 31, 2003, and the comparable data for the period from January 1, 2002 through December 31, 2002.
4. COMPOSITION OF THE ISSUER'S MANAGEMENT BOARD AND SUPERVISORY BOARD
Composition of the Supervisory Board as of December 31, 2003: 1. Maciej Bednarkiewicz Chairman of the Supervisory Board from February 20, 1995 2. Ryszard Pospieszyski Deputy Chairman and Secretary of the Board; Deputy Chairman from
June 24, 1997 and Secretary of the Board from June 7, 1989 3. Marek Belka Member from November 1, 1998 to October 17, 2001 and again from December
18, 2002 4. Christopher de Beck Member from August 1, 2000 5. Jorge Manuel Jardim Goncalves Member from January 14, 1999 6. Andrzej Komiski Member from August 1, 2000 7. Francisco de Lacerda Member from July 16, 2003 8. Marek Rocki - Member from August 1, 2000 9. Zbigniew Sobolewski Member from March 6, 2003 10. Gijsbert Johannes Swalef Member from August 1, 2000
Until March 6, 2003, Mr. Jerzy Zdrzalka was the Member of the Supervisory Board.
Composition of the Bank's Management Board as of December 31, 2003: 1. Boguslaw Kott - President of the Management Board from June 7, 1989 2. Luis Pereira Coutinho Vice-President of the Management Board from May 1, 2003 3. Fernando Bicho - Member from August 1, 2002 4. Julianna Boniuk Member from July 17, 1989
Polish Securities and Exchange Commission
1
Bank Millennium S.A.
SAB-RS2003
PLN in thousands
5. Wojciech Haase Member from June 27, 1997 6. Anna Rapacka Member from October 26, 1993 7. Rui Manuel Teixeira Member from July 17, 2003 8. Jerzy Zdrzalka Member from March 6, 2003
Until March 6, 2003, Mr. Zbigniew Sobolewski was the Member of the Management Board. Until May 1, 2003, Mr | 2 |
1cons | 60884815.txt_3 | 60884815.txt | Member from March 6, 2003 10. Gijsbert Johannes Swalef Member from August 1, 2000
Until March 6, 2003, Mr. Jerzy Zdrzalka was the Member of the Supervisory Board.
Composition of the Bank's Management Board as of December 31, 2003: 1. Boguslaw Kott - President of the Management Board from June 7, 1989 2. Luis Pereira Coutinho Vice-President of the Management Board from May 1, 2003 3. Fernando Bicho - Member from August 1, 2002 4. Julianna Boniuk Member from July 17, 1989
Polish Securities and Exchange Commission
1
Bank Millennium S.A.
SAB-RS2003
PLN in thousands
5. Wojciech Haase Member from June 27, 1997 6. Anna Rapacka Member from October 26, 1993 7. Rui Manuel Teixeira Member from July 17, 2003 8. Jerzy Zdrzalka Member from March 6, 2003
Until March 6, 2003, Mr. Zbigniew Sobolewski was the Member of the Management Board. Until May 1, 2003, Mr. Francisco de Lacerda was the Vice-President of the Management Board. Until July 17, 2003, Mr. Pedro Alvares Ribeiro was the Member of the Management Board. On January 28, 2004, Mr. Jerzy Zdrzalka submitted his resignation from the position of the Member of the Management Board.
5. INDICATION THAT THE CONSOLIDATED FINANCIAL STATEMENTS AND COMPARABLE CONSOLIDATED FINANCIAL DATA CONTAIN SUMMARY DATA
Entities of the Bank Millennium Group do not comprise any internal organizational units which compile independent financial statements.
6. FOR THE CONSOLIDATED FINANCIAL STATEMENTS COMPILED FOR THE PERIOD DURING WHICH THE MERGER TOOK PLACE, AN INDICATION THAT THESE ARE CONSOLIDATED FINANCIAL STATEMENTS COMPILED AFTER THE MERGER AND AN INDICATION OF THE CONSOLIDATION SETTLEMENT METHOD APPLIED
From January 1 to December 31, 2003, DEBT Services Sp. z o.o. and Wilga Las Woda Sp. z o.o. merged with BEL Leasing Sp. z o.o. This merger and its impact on these | 3 |
1cons | 60884815.txt_b0 | 60884815.txt | Official Journal No. 152, item 1728). The accounting principles of the subsidiaries and associated entities have been presented in detail in chapter 12 of the `Introduction to the consolidated financial statements and comparative consolidated financial data' of Bank Millennium S.A.
3.3 Principles of prudence applied by the Capital Group and the capital adequacy ratio
In the context of the audit of the financial statements, no material exceptions have been noted in the principles of prudence applied by the Capital Group. Capital adequacy ratio for the Capital Group was calculated properly.
3.4 Materiality levels applied by the auditor
In order to issue the audit opinion on the consolidated financial statements treated as a whole, materiality levels applied by the auditor were adequate to the materiality and the risk assessment of particular items of the consolidated financial statements.
14
kpmg
The Capital Group of Bank Millennium S.A. Independent auditors' report
on the audit of the consolidated financial statements
for the year ended 31 December 2003 Translation of an original document issued in Polish language
3.5 Introduction to the consolidated financial statements
All information included in the Introduction to the consolidated financial statements is presented fairly by the Parent entity when read in conjunction with the consolidated financial statements taken as a whole. Introduction to the consolidated financial statements constitutes an integral part of these consolidated financial statements.
3.6 Supplementary information and explanations
All information included in the notes to the consolidated financial statements is presented accurately and completely by the Parent entity when read in conjunction with the consolidated financial statements taken as a whole. The notes constitute an integral part of the consolidated financial statements.
3.7 Management's report on the activity of the Capital Group
The information presented in the Management's report take account of the information presented in article 49 item 2 of Accounting act and they are consistent with the financial statements.
3.8 Information on the independent auditors' opinion
Based on our audit of the consolidated financial statements as of and for the year ended 31 December 2003 we have issued an unqualified opinion.
signed on the Polish original.................................................... Certified Auditor No. 4979/2575 Hanna Fludra
Warsaw, 26 April 2004
signed on the Polish original.......................................................... For KPMG Polska Audyt Sp. z o.o. ul. Chlodna 51; 00-867 Warsaw Certified Auditor No. 9941/7390 Boena Graczyk, Member of the Board
15
| 4 |
1cons | 60884815.txt_b1 | 60884815.txt | report
on the audit of the consolidated financial statements
for the year ended 31 December 2003 Translation of an original document issued in Polish language
3.1 Accounting principles
The accounting principles adopted by the parent entity are in compliance with the Accounting Act dated 29 September 1994 and Ministry of Finance Regulation dated 10 December 2001 concerning specific accounting principles for banks (Official Journal No 149, item 1673 with subsequent amendments).
The financial statements of the consolidated entities were prepared at the same date as financial statements of the Parent Entity.
The consolidated entities apply, in all material respects, uniform accounting policies.
3.2 Accounting principles for the preparation of the consolidated financial statements
The consolidated financial statements of the Capital Group of Bank Millennium S.A. have been prepared in accordance with relevant legal regulation concerning capital groups, included in the chapter 6 of the Accounting Act dated 29 September 1994, regulations issued on the basis of the Act as well as regulations concerning entities issuing securities admitted to public trading, which are applied on a consistent basis.
The basis for preparation of consolidated financial statement was consolidation documentation. The consolidation documentation prepared by the Parent Entity complies with and the Minister of Finance Ordinance dated 12 December 2001 regarding the special rules for consolidated bank accounting and consolidated financial holding companies accounting (Official Journal No. 152, item 1728). The accounting principles of the subsidiaries and associated entities have been presented in detail in chapter 12 of the `Introduction to the consolidated financial statements and comparative consolidated financial data' of Bank Millennium S.A.
3.3 Principles of prudence applied by the Capital Group and the capital adequacy ratio
In the context of the audit of the financial statements, no material exceptions have been noted in the principles of prudence applied by the Capital Group. Capital adequacy ratio for the Capital Group was calculated properly.
3.4 Materiality levels applied by the auditor
In order to issue the audit opinion on the consolidated financial statements treated as a whole, materiality levels applied by the auditor were adequate to the materiality and the risk assessment of particular items of the consolidated financial statements.
14
kpmg
The Capital Group of Bank Millennium S.A. Independent auditors' report
on the audit of the consolidated financial statements
for the year ended 31 December 2003 Translation of an original document issued in Polish language
3.5 Introduction to the consolidated financial statements
All information included in the Introduction to the consolidated financial statements is presented fairly by the Parent entity when read in conjunction with the consolidated financial statements taken | 5 |
1cons | 60804016.txt_0 | 60804016.txt | plethora SOLUT IONS
PLETHORA SOLUTIONS HOLDINGS plc ANNUAL REPORT AND ACCOUNTS 2005
Contents
Corporate Statement Chairman's Statement Chief Executive's Review Financial Review Report of the Directors Corporate Governance Report on Remuneration Consolidated Profit and Loss Account Consolidated Balance Sheet Company Balance Sheet Consolidated Cash Flow Statement Notes to the Financial Statements Independent Auditor's Report
Page 1 2 4
14 16 21 26 29 30 31 32 33 49
Corporate Statement
Plethora Solutions Holdings plc (Plethora Solutions) is a publicly quoted UK company whose goal is to build a profitable, speciality pharmaceutical business through the development and marketing of safe and effective products to improve the quality of life for patients suffering from urological disorders.
Revenues will be generated by: · Licensing rights to Plethora development products to pharmaceutical marketing partners · Sales of selected products in North America
2005 OPERATIONAL HIGHLIGHTS:
· March 2005
Flotation on AIM (London) raising £8.9m
· March 2005
Licensed worldwide rights to PSD506 from F. Hoffman-La Roche
· June 2005
Initiation of PSD502 wound pain programme
· July 2005
Collaborative agreement with Johnson & Johnson on PSD401
· September 2005 Acquired rights to PSD597 for the treatment of interstitial cystitis
· October 2005 Initiation of PSD503 Phase II study in stress urinary incontinence
· December 2005 Positive Phase II clinical date for PSD502 in premature ejaculation
· Financial
Loss after tax of £5.4m, in line with expectations including a one-off payment of £1.6 m to F. Hoffman-La Roche Cash and short term investments at 31 December 2005 of £6.2m
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
31
Chairman's Statement
2005 was an extremely exciting year for Plethora during which we took significant strides towards our goal of becoming a leading force in urology. We continued the development of our product pipeline, combining steady progress on our original drug candidates with the addition of new products to our portfolio.
Key highlights of our year included: · the successful completion of the Phase II trial of PSD502 for premature ejaculation · the transition of PSD503 | 0 |
1cons | 60804016.txt_1 | 60804016.txt | PSD502 wound pain programme
· July 2005
Collaborative agreement with Johnson & Johnson on PSD401
· September 2005 Acquired rights to PSD597 for the treatment of interstitial cystitis
· October 2005 Initiation of PSD503 Phase II study in stress urinary incontinence
· December 2005 Positive Phase II clinical date for PSD502 in premature ejaculation
· Financial
Loss after tax of £5.4m, in line with expectations including a one-off payment of £1.6 m to F. Hoffman-La Roche Cash and short term investments at 31 December 2005 of £6.2m
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
31
Chairman's Statement
2005 was an extremely exciting year for Plethora during which we took significant strides towards our goal of becoming a leading force in urology. We continued the development of our product pipeline, combining steady progress on our original drug candidates with the addition of new products to our portfolio.
Key highlights of our year included: · the successful completion of the Phase II trial of PSD502 for premature ejaculation · the transition of PSD503, our treatment for stress urinary incontinence, into a Phase
II study · two additions to our development pipeline through the licensing of PSD506 for
overactive bladder from F. Hoffman-La Roche and the licensing of PSD597 for interstitial cystitis from Queen's University in Ontario.
The progress continued into the New Year with the establishment of a franchise in erectile dysfunction products through the acquisition of Timm Medical Technologies, Inc (Timm Medical) and licensing of North American rights for Invicorp®, a pre-registration product from Senetek.
The net result of this intense activity is a deep and balanced product pipeline which is detailed further in the Chief Executive's review.
In order to support the rapid progression of the Company we have raised a total of £15.2 million (net of expenses) since the beginning of 2005. In March 2005 we raised £8.9m net of expenses via our listing on LSE AIM. This provided us with sufficient
2
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
Chairman's Statement
resources to fund our existing development projects through to their licensing points at the end of Phase II. Since the year end, | 1 |
1cons | 60804016.txt_2 | 60804016.txt | , our treatment for stress urinary incontinence, into a Phase
II study · two additions to our development pipeline through the licensing of PSD506 for
overactive bladder from F. Hoffman-La Roche and the licensing of PSD597 for interstitial cystitis from Queen's University in Ontario.
The progress continued into the New Year with the establishment of a franchise in erectile dysfunction products through the acquisition of Timm Medical Technologies, Inc (Timm Medical) and licensing of North American rights for Invicorp®, a pre-registration product from Senetek.
The net result of this intense activity is a deep and balanced product pipeline which is detailed further in the Chief Executive's review.
In order to support the rapid progression of the Company we have raised a total of £15.2 million (net of expenses) since the beginning of 2005. In March 2005 we raised £8.9m net of expenses via our listing on LSE AIM. This provided us with sufficient
2
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
Chairman's Statement
resources to fund our existing development projects through to their licensing points at the end of Phase II. Since the year end, we have raised an additional £6.3 million, net of fees, via a placing to finance the acquisition of Timm Medical. With revenues from this US product marketing business together with potential short term licensing revenue from PSD502 we believe that we have established a degree of financial stability to support our next phase of growth. We have been pleased with the support of our shareholders, both old and new, during this period of development and I would like to take this opportunity to express our appreciation to all of our investors.
Having assembled a broad product portfolio, our primary focus in the new year will be to crystallise value from the development programmes via licensing deals and build upon the solid foundation of revenues provided by the Timm Medical business. In parallel we will continue to seek new opportunities to further the development of your company. We therefore believe that 2006 will be another year of value growth.
Finally, our business can only develop with the continued commitment of our employees and I would like to thank them for all of their hard work throughout the year.
Stuart Wallis Chairman 3 April 2006
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
3
Chief Executive's Review
In 2005 we concentrated our activities on building | 2 |
1cons | 60804016.txt_3 | 60804016.txt | we have raised an additional £6.3 million, net of fees, via a placing to finance the acquisition of Timm Medical. With revenues from this US product marketing business together with potential short term licensing revenue from PSD502 we believe that we have established a degree of financial stability to support our next phase of growth. We have been pleased with the support of our shareholders, both old and new, during this period of development and I would like to take this opportunity to express our appreciation to all of our investors.
Having assembled a broad product portfolio, our primary focus in the new year will be to crystallise value from the development programmes via licensing deals and build upon the solid foundation of revenues provided by the Timm Medical business. In parallel we will continue to seek new opportunities to further the development of your company. We therefore believe that 2006 will be another year of value growth.
Finally, our business can only develop with the continued commitment of our employees and I would like to thank them for all of their hard work throughout the year.
Stuart Wallis Chairman 3 April 2006
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
3
Chief Executive's Review
In 2005 we concentrated our activities on building an extensive development pipeline of products for the treatment of urological conditions and driving value by moving products through clinical trials. Since our flotation in March 2005 we have completed a Phase II trial for one of our products, commenced Phase II trials on two further products as well as introducing marketed products for the treatment of erectile dysfunction to the Plethora portfolio.
Figure 1: Plethora Product Pipeline
Therapeutics 1° Indication
2° Indication
Preclinical
Phase I
ErecAid ® Invicorp® PSD502
Erectile dysfunction
Erectile dysfunction
Premature ejaculation
PSD503 PSD506
PSD597
Devices
Wound pain
Stress urinary incontinence in women
Overactive bladder
Chronic bladder pain/interstitial cystitis
COAD
Development
Rigiscan
ED diagnosis
PSD401
PE diagnosis
Phase II
Phase III
Regulatory
Market
Regulatory Approval
Having established this solid platform, our primary goal for 2006 will be to generate value by driving projects forward and establishing revenue generating commercial partnerships, leading off | 3 |
1cons | 60804016.txt_b0 | 60804016.txt | financial statements have been properly prepared in accordance with the Companies Act 1985.
GRANT THORNTON UK LLP REGISTERED AUDITORS CHARTERED ACCOUNTANTS BIRMINGHAM 4 April 2006
The maintenance and integrity of the Plethora Solutions Holdings plc website is the responsibility of the Directors: the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
51
Registed Offices and Advisors
Company registration number: 05341336
Registered office: Lupus House 11/13 Macklin Street Covent Garden London WC2B 5NH
Directors: S M Wallis (Non-Executive Chairman) Professor Sir C T Evans (Non-Executive Director) N B Stafford (Non-Executive Director) Dr. A G Hayes (Non-Executive Director) Dr. S J Powell (Chief Executive Officer) Dr. M G Wyllie (Chief Scientific Officer) B R Hoy (Chief Financial Officer)
Company Secretary: B R Hoy
Nominated adviser and Nominated broker: Collins Stewart Limited 88 Wood Street London EC2V 7QR
Registrars: Lloyds TSB Registrars The Causeway Worthing West Sussex BN99 6DA
Bankers: Lloyds TSB Bank plc Second Floor P O Box 18436 39 Threadneedle Street London EC2R 8PT
Solicitors: Morrison & Foerster MNP City Point One Ropemaker Street London EC2Y 9AW
Auditors: Grant Thornton UK LLP Registered Auditors Chartered Accountants Enterprise House 115 Edmund Street Birmingham B3 2HJ
52
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
plethora SOLUT IONS
Plethora Solutions Holdings plc Lupus House 11-13 Macklin Street Covent Garden London WC2B 5NH UK
Tel: +44 (0)207 269 8630 Fax: +44 (0)207 242 8518 Email: info@plethorasolutions.co.uk Website: www.plethorasolutions.co.uk
| 4 |
1cons | 60804016.txt_b1 | 60804016.txt | opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group's circumstances, consistently applied and adequately disclosed.
50
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
Independent Auditor's Report
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion: · the financial statements give a true and fair view, in accordance with United
Kingdom Generally Accepted Accounting Practice, of the state of the Group and Company's affairs as at 31 December 2005 and of the Group's loss for the year then ended; and · the financial statements have been properly prepared in accordance with the Companies Act 1985.
GRANT THORNTON UK LLP REGISTERED AUDITORS CHARTERED ACCOUNTANTS BIRMINGHAM 4 April 2006
The maintenance and integrity of the Plethora Solutions Holdings plc website is the responsibility of the Directors: the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions
PLETHORA SOLUTIONS ANNUAL REPORT AND ACCOUNTS 2005
51
Registed Offices and Advisors
Company registration number: 05341336
Registered office: Lupus House 11/13 Macklin Street Covent Garden London WC2B 5NH
Directors: S M Wallis (Non-Executive Chairman) Professor Sir C T Evans (Non-Executive Director) N B Stafford (Non-Executive Director) Dr. A G Hayes (Non-Executive Director) Dr. S J Powell (Chief Executive Officer) Dr. M G Wyllie ( | 5 |
1cons | 60763742.txt_0 | 60763742.txt | EUROPEAN MOTOR HOLDINGS plc
EUROPEAN MOTOR HOLDINGS plc
Report and Financial Statements 2006
EUROPEAN MOTOR HOLDINGS plc
Craigmore House, Remenham Hill, Henley-on-Thames, Oxon RG9 3EP
Tel: 01491 413399 Fax: 01491 413455 www.emhplc.com
Report and Financial Statements 2006
European Motor Holdings plc
DIRECTORS' RCEOMNUTNEENRTASTION REPORT
2 Group operations 3 Financial highlights 4 Chairman's statement 5 Chief Executive's operating review 9 Finance Director's report 11 Directors and advisers 12 Report of the Directors 16 Directors' remuneration report 19 Corporate governance 23 Report of the Independent Auditors Group accounts 24 Consolidated income statement 25 Consolidated balance sheet 26 Consolidated statement of recognised income and expense 27 Consolidated cash flow statement 28 Notes to the consolidated financial statements 57 Report of the Independent Auditors Parent Company accounts 59 Company balance sheet 60 Notes to the Company financial statements 64 Principal subsidiary undertakings 65 Notice of meeting 67 Form of proxy 69 Business directory 73 Five year summary
1
European Motor Holdings plc
GROUP OPERATIONS
The European Motor Holdings group comprises a head office based in Henley-on-Thames and the three operating divisions as set out below.
Motor Retail Division The Division comprises 51 motor vehicle franchises operating from 45 sites in the United Kingdom as listed below.
Audi
Bolton, Chester, Macclesfield, Stockport, Swindon, Tetbury
Bentley
Leicester, Newcastle, Norwich
BMW
Durham, Malton, Stockton, Sunderland, York
BMW Motorcycles
Sunderland
Jaguar
Doncaster, Harrogate, Leeds, Preston, York
Land Rover
Chester, Preston
Mini
Durham, Malton, Stockton, Sunderland, York
Volkswagen
Altrincham, Bebington, Bolton, Bury, Chester, Chiswick, Cirencester, Heathrow, Hyde, Macclesfield, Manchester, Oldham, Stockport, Sunderland, Twickenham, Wrexham
Volkswagen LCVs
Manchester, Wrexham
Volvo
Durham, Harrogate, | 0 |
1cons | 60763742.txt_1 | 60763742.txt |
GROUP OPERATIONS
The European Motor Holdings group comprises a head office based in Henley-on-Thames and the three operating divisions as set out below.
Motor Retail Division The Division comprises 51 motor vehicle franchises operating from 45 sites in the United Kingdom as listed below.
Audi
Bolton, Chester, Macclesfield, Stockport, Swindon, Tetbury
Bentley
Leicester, Newcastle, Norwich
BMW
Durham, Malton, Stockton, Sunderland, York
BMW Motorcycles
Sunderland
Jaguar
Doncaster, Harrogate, Leeds, Preston, York
Land Rover
Chester, Preston
Mini
Durham, Malton, Stockton, Sunderland, York
Volkswagen
Altrincham, Bebington, Bolton, Bury, Chester, Chiswick, Cirencester, Heathrow, Hyde, Macclesfield, Manchester, Oldham, Stockport, Sunderland, Twickenham, Wrexham
Volkswagen LCVs
Manchester, Wrexham
Volvo
Durham, Harrogate, Hexham, Newcastle, Stockton, Sunderland
This Division also holds the United Kingdom import and distribution franchise for the Perodua range of cars manufactured in Malaysia and operates motor auctions in Telford and Queensferry.
Motor Services Division
The Division is engaged in the sale, servicing and operation of vehicle washing equipment in the United Kingdom. The principal trading company is Wilcomatic, which is based in Croydon and has a service control centre in Warrington.
Other Businesses
Other businesses comprise J & S Component Engineering based in Rainham and Glasgow, and Packaging Industries in Newton Aycliffe.
2
European Motor Holdings plc
FINANCIAL HIGHLIGHTS
Revenue Profit after interest but before exceptional items Profit before taxation
2006 £754.9m
£18.0m £18.5m
2005 £528.8m
£15.7m £30.5m
Earnings per share Earnings per share excluding exceptional items Dividends per share
24.8p 23.4p 10.75p
39.6p 19.8p
9.5p
Net assets Net (borrowings)/fund | 1 |
1cons | 60763742.txt_2 | 60763742.txt | Hexham, Newcastle, Stockton, Sunderland
This Division also holds the United Kingdom import and distribution franchise for the Perodua range of cars manufactured in Malaysia and operates motor auctions in Telford and Queensferry.
Motor Services Division
The Division is engaged in the sale, servicing and operation of vehicle washing equipment in the United Kingdom. The principal trading company is Wilcomatic, which is based in Croydon and has a service control centre in Warrington.
Other Businesses
Other businesses comprise J & S Component Engineering based in Rainham and Glasgow, and Packaging Industries in Newton Aycliffe.
2
European Motor Holdings plc
FINANCIAL HIGHLIGHTS
Revenue Profit after interest but before exceptional items Profit before taxation
2006 £754.9m
£18.0m £18.5m
2005 £528.8m
£15.7m £30.5m
Earnings per share Earnings per share excluding exceptional items Dividends per share
24.8p 23.4p 10.75p
39.6p 19.8p
9.5p
Net assets Net (borrowings)/funds
£91.7m £(23.6)m
£80.1m £36.6m
Divisional analysis Motor Retail Division Motor Services Division Other Businesses Central costs Exceptional items Net interest
Profit before taxation
£m 22.8
1.6
(3.7) 0.4 (2.6)
18.5
£m 17.9
1.1 0.1 (3.3) 14.8 (0.1)
30.5
Financial calendar
23 June 2006 Annual General Meeting
5 September 2006 Payment of final dividend
9 August 2006 Ex dividend date for final dividend
October 2006 Announcement of half year results
11 August 2006 Record date for final dividend
December 2006 Payment of interim dividend
3
European Motor Holdings plc
CHAIRMAN'S STATEMENT
I am very pleased to report on another extremely successful year, during which the Group has achieved excellent progress, generating further growth in trading profits and expanding significantly its operations.
For some time, our strategy has been to concentrate on a relatively small number of chosen manufacturers in the premium sector of the market. During the year we made | 2 |
1cons | 60763742.txt_3 | 60763742.txt | s
£91.7m £(23.6)m
£80.1m £36.6m
Divisional analysis Motor Retail Division Motor Services Division Other Businesses Central costs Exceptional items Net interest
Profit before taxation
£m 22.8
1.6
(3.7) 0.4 (2.6)
18.5
£m 17.9
1.1 0.1 (3.3) 14.8 (0.1)
30.5
Financial calendar
23 June 2006 Annual General Meeting
5 September 2006 Payment of final dividend
9 August 2006 Ex dividend date for final dividend
October 2006 Announcement of half year results
11 August 2006 Record date for final dividend
December 2006 Payment of interim dividend
3
European Motor Holdings plc
CHAIRMAN'S STATEMENT
I am very pleased to report on another extremely successful year, during which the Group has achieved excellent progress, generating further growth in trading profits and expanding significantly its operations.
For some time, our strategy has been to concentrate on a relatively small number of chosen manufacturers in the premium sector of the market. During the year we made two significant acquisitions in line with this strategy; firstly, two Bentley dealerships in Leicester and Norwich and then the major acquisition of the Smith Knight Fay group, which operates thirteen Audi and Volkswagen dealerships in the Greater Manchester area. At the time of the acquisition of the Smith Knight Fay group, it also had five businesses operating Toyota, Lexus and Mazda franchises. As more fully explained in the Chief Executive's operating review, these businesses were subsequently disposed of. As a result of these above changes, the group has strengthened significantly its representation of Volkswagen group franchises. In addition, we have opened new BMW and Mini dealerships in Durham during the year.
Our two MG Rover dealerships were closed during the year following the demise of the manufacturer and the Group now operates 51 franchises, all of which are held with its chosen manufacturer partners; BMW group, Premier Automotive Group and Volkswagen group. At the end of the previous financial year, the Group operated 35 franchises.
The Group's profit before tax for the year ended 28 February 2006 was £18.5 million on turnover of £755 million. This compares with profit before tax of £30.5 million and turnover of £529 million in the previous year. The results of the previous year included exceptional income in the form | 3 |
1cons | 60763742.txt_b0 | 60763742.txt | .4p 10.75p £91.7m £(23.6)m
26% 168.5p
£15.7m £15.8m
£30.5m £30.1m
39.6p 38.2p
19.8p 20.0p
9.5p
9.5p
£80.1m £80.0m
£36.6m £36.6m
nil
nil
150.3p 150.1p
£13.9m £16.8m
23.2p 17.7p
8.5p £65.2m £13.0m
nil 121.7p
£11.2m £13.2m
18.2p 14.3p
7.5p £56.8m
£5.6m nil
107.4p
£10.4m £10.4m
13.1p 13.1p
7.0p £48.5m
£8.2m nil
91.1p
Divisional analysis Motor Retail Division Motor Services Division Other Businesses Central costs Exceptional items Net interest
Profit before taxation
£m 22.8
1.6
(3.7) 0.4 (2.6)
18.5
£m 17.9
1.1 0.1 (3.3) 14.8 (0.1)
30.5
£m 16.8
1.1 0.1 (3.3) 14.6 0.8
30.1
£m 14.9
1.2
(2.4) 3.0 0.1
16.8
£m 11.9
1.0 0.1 (2.1) 2.0 0.3
13.2
£m 11.3
0.8 0.1 (1.8)
10.4
Goodwill amortisation applies only under UK GAAP.
* Adjusted earnings per share is based on profit after taxation before goodwill amortisation and exceptional items. See note 12 to the financial statements for further details
73
Capita Design & Print 41251
| 4 |
1cons | 60763742.txt_b1 | 60763742.txt | ord Court, Hardwick Grange, Warrington Cheshire WA1 4RF Tel: 01925 826800 Fax: 01925 828115
J & S Component Engineering Automotive components 179 New Road, Rainham, Essex RM13 8SH Tel: 01708 550359 Fax: 01708 552710
Packaging Industries Wooden packing containers Unit G655, Beaumont Way Aycliffe Industrial Estate, Newton Aycliffe Co Durham DL5 6SN Tel: 01325 313444 Fax: 01325 300246
72
European Motor Holdings plc
FIVE YEAR SUMMARY
Revenue
Profit after interest but before exceptional items and goodwill amortisation
Profit before taxation Earnings per share
Adjusted earnings per share*
Dividends per share Net assets
Net (borrowings)/funds
Net gearing Net assets per share
2006 £754.9m
2005 2005 IFRS UK GAAP
2004
2003
2002
£528.8m £528.8m £489.5m £430.0m £441.1m
£18.0m £18.5m
24.8p 23.4p 10.75p £91.7m £(23.6)m
26% 168.5p
£15.7m £15.8m
£30.5m £30.1m
39.6p 38.2p
19.8p 20.0p
9.5p
9.5p
£80.1m £80.0m
£36.6m £36.6m
nil
nil
150.3p 150.1p
£13.9m £16.8m
23.2p 17.7p
8.5p £65.2m £13.0m
nil 121.7p
£11.2m £13.2m
18.2p 14.3p
7.5p £56.8m
£5.6m nil
107.4p
£10.4m £10.4m
13.1p 13.1p
7.0p £48.5m
£8.2m nil
91.1p
Divisional | 5 |
1cons | 61409025.txt_0 | 61409025.txt | Directors' report and financial statements for the year ended 31 August 2010
Registered number 05754547
Contents
Chairman's Statement............................................................. 4 Operating and Financial Review............................................. 7 Directors' report......................................................................16 Statement of directors' responsibilities in respect of the Directors' report and the financial statements..........18 Independent auditors' report to the members of Cambria Automobiles plc..................................19 Consolidated Statement of comprehensive income............ 20 Consolidated Statement of changes in equity....................... 21 Consolidated Statement of financial position..................... 22 Consolidated Cash Flow Statement.......................................23 Notes....................................................................................... 24 Company Balance Sheet........................................................ 56 Company Reconciliation of movements in shareholders' funds........................................................... 57 Notes....................................................................................... 58
2
3
Chairman's Statement
I am pleased to report another record year for Cambria with the Group achieving revenues of £392 million and a profit before tax prior to the deduction of non-recurring listing and transaction costs of £4.2 million. Since the formation of Cambria in 2006 when we made our first acquisition, we have built the business into a top 20 UK motor dealership Group. For a significant proportion of this period the UK economy has been in recession and it is testament to the quality of the Cambria operating team that they have not only taken advantage of opportunities to acquire businesses but have significantly improved the operational performance of those businesses acquired. Delivering operational improvement is key to the Board's objective of providing superior returns on shareholder's funds.
Cambria was established in 2006 with a plan to build a top 10 UK dealership group through the acquisition of attractive individual or groups of dealerships. The attractiveness of an underperforming business is determined partly by geography and manufacturer brand but focuses on the opportunity to fundamentally improve the operational performance of the dealership. Such improvements are delivered by our highly experienced management in combination with the implementation of our common operational approach. The Board has recruited an exceptional management team who have the skills and experience to deliver the required improvements on both a national and local level. Retaining and growing this management team is fundamental to our strategy going forward.
In the year to 31 August 2010 the Group made 3 separate acquisitions adding 10 dealerships generating £31.8 million in revenues during the year and £61 million on an annualised basis. The speed of operational transformation varies from business to business but we are confident these dealerships will contribute positively to the Group in the next financial year and help drive the financial performance of the Group in the future | 0 |
1cons | 61409025.txt_1 | 61409025.txt | to the quality of the Cambria operating team that they have not only taken advantage of opportunities to acquire businesses but have significantly improved the operational performance of those businesses acquired. Delivering operational improvement is key to the Board's objective of providing superior returns on shareholder's funds.
Cambria was established in 2006 with a plan to build a top 10 UK dealership group through the acquisition of attractive individual or groups of dealerships. The attractiveness of an underperforming business is determined partly by geography and manufacturer brand but focuses on the opportunity to fundamentally improve the operational performance of the dealership. Such improvements are delivered by our highly experienced management in combination with the implementation of our common operational approach. The Board has recruited an exceptional management team who have the skills and experience to deliver the required improvements on both a national and local level. Retaining and growing this management team is fundamental to our strategy going forward.
In the year to 31 August 2010 the Group made 3 separate acquisitions adding 10 dealerships generating £31.8 million in revenues during the year and £61 million on an annualised basis. The speed of operational transformation varies from business to business but we are confident these dealerships will contribute positively to the Group in the next financial year and help drive the financial performance of the Group in the future.
The Board has always been mindful of the need to manage Cambria's finances prudently. We have refrained from paying excessive goodwill on the acquisitions we have made and total equity raised and invested to date amounts to only £10.8 million. The Group has a strong balance sheet which is underpinned by the ownership of freehold properties at a number of the dealerships we operate, together with an overall prudent level of debt. We have over the last two very challenging years maintained a high degree of liquidity both through our banking facilities with Lloyds Banking Group and our stock finance facilities. This liquidity has enabled us to take advantage of acquisition opportunities as they have arisen, as well as make operational decisions to maximise profitability. This dynamic management approach is a key element to ensuring the returns we have been able to achieve.
In 2010 Cambria achieved a key milestone when its shares were admitted to trading on AIM in April. The decision was taken by the Board to secure admission to AIM in order to raise the public profile of the Company, facilitate access to development capital in the future (should the need arise) and to attract over time a wider shareholder base. We did not raise new funds at the time of the admission as the Board believes it has sufficient | 1 |
1cons | 61409025.txt_2 | 61409025.txt | .
The Board has always been mindful of the need to manage Cambria's finances prudently. We have refrained from paying excessive goodwill on the acquisitions we have made and total equity raised and invested to date amounts to only £10.8 million. The Group has a strong balance sheet which is underpinned by the ownership of freehold properties at a number of the dealerships we operate, together with an overall prudent level of debt. We have over the last two very challenging years maintained a high degree of liquidity both through our banking facilities with Lloyds Banking Group and our stock finance facilities. This liquidity has enabled us to take advantage of acquisition opportunities as they have arisen, as well as make operational decisions to maximise profitability. This dynamic management approach is a key element to ensuring the returns we have been able to achieve.
In 2010 Cambria achieved a key milestone when its shares were admitted to trading on AIM in April. The decision was taken by the Board to secure admission to AIM in order to raise the public profile of the Company, facilitate access to development capital in the future (should the need arise) and to attract over time a wider shareholder base. We did not raise new funds at the time of the admission as the Board believes it has sufficient capital to continue to expand the Group for the foreseeable future in a manner which enhances shareholder value. Clearly our AIM quotation gives us the option of raising share capital to finance further acquisitions but the Board will seek only to do this if it believes such opportunities are in the best interest of shareholders, and where the transaction transforms the scale of the business. We recognise the challenges of having a relatively limited free float and the impact of the 2 year lock in period for many existing shareholders. The Board is working on broadening the institutional shareholder base and attracting shareholders who will support the Group in its future development. However, the primary goal of the Board is to deliver strong future financial performance based on our business model. We believe this will deliver the best shareholder returns.
The UK new car market increased by 18% in the year compared to the previous year. However, the outlook for the next 12 months in the UK is at best uncertain. The general concern that the UK economy may suffer a double dip recession over the coming 12 months as Government spending cuts take effect, has created a very challenging background for the UK dealership sector. The specific sector challenges such as the expiry of the scrappage scheme, the introduction of a new show room car tax and the impending second increase in VAT | 2 |
1cons | 61409025.txt_3 | 61409025.txt | capital to continue to expand the Group for the foreseeable future in a manner which enhances shareholder value. Clearly our AIM quotation gives us the option of raising share capital to finance further acquisitions but the Board will seek only to do this if it believes such opportunities are in the best interest of shareholders, and where the transaction transforms the scale of the business. We recognise the challenges of having a relatively limited free float and the impact of the 2 year lock in period for many existing shareholders. The Board is working on broadening the institutional shareholder base and attracting shareholders who will support the Group in its future development. However, the primary goal of the Board is to deliver strong future financial performance based on our business model. We believe this will deliver the best shareholder returns.
The UK new car market increased by 18% in the year compared to the previous year. However, the outlook for the next 12 months in the UK is at best uncertain. The general concern that the UK economy may suffer a double dip recession over the coming 12 months as Government spending cuts take effect, has created a very challenging background for the UK dealership sector. The specific sector challenges such as the expiry of the scrappage scheme, the introduction of a new show room car tax and the impending second increase in VAT in 12 months will challenge all operators in the UK. The British consumer is also faced with higher general inflation in addition to these effective price increases on new cars. The Board is cognisant of the impact these factors will have and as part of the 2010/2011 budget process implemented a cost review programme to ensure the Group is appropriately shaped to continue to grow profits. We anticipate more difficult trading conditions but believe we are well prepared for this environment. Most importantly the Board believes our business model will enable us to continue to be successful notwithstanding these operating challenges. The real opportunity for Cambria in such market conditions will be a growing number of attractive acquisition opportunities which will arise as other operators struggle with these challenges. The Board is already in discussion with a number of parties which may generate appropriate add-on acquisitions and believes that the continuing economic difficulties may help accelerate the growth of Cambria.
The Board recognises the importance of our different stakeholders beyond the Group's shareholders. Our lending bank Lloyds Banking Group and our other credit institutions have continued to support the Group and in particular have been responsive to our continued acquisition programme recognising our strategy of prudent financial management. This continued strong support will be important in capitalising on future opportunities.
4
Chairman's Statement ( | 3 |
1cons | 61409025.txt_b0 | 61409025.txt | Notes (continued)
11 Called up share capital
Authorised `A' Ordinary shares of 10 pence each `B' Ordinary shares of £1 each `C' Ordinary shares of 1 pence each `D' Ordinary shares of 1 pence each `E' Ordinary shares of 1 pence each Ordinary shares of 10 pence each
Allotted, called up and fully paid `A' Ordinary shares of 10 pence each `B' Ordinary shares of £1 each `C' Ordinary shares of 1 pence each `D' Ordinary shares of 1 pence each `E' Ordinary shares of 1 pence each Ordinary shares of 10 pence each
Shares classified as liabilities Shares classified in shareholders funds
2010 £000
10,000
10,000
10,000
10,000
10,000
10,000
2009 £000
17 166 135
-
318
17 166 135
-
318
318
318
Prior to the admission to trading on AIM, on 26 March 2010, the A, B, C, D and E shares and the Share Premium attached to them were all converted into 100,000,000 Ordinary Shares of 10p each giving the Company an issued share capital of £10,000,000 and a share premium of £799,000. All of the shares rank pari passu, and no shareholder enjoys different or enhanced voting rights from any other shareholder. All shares are eligible for dividends and rank equally for dividend payments.
66
Notes (continued)
12 Share premium and reserves
At 1 September 2009 Converted into ordinary share capital Profit for the year At 31 August 2010
Share premium account £000
Profit and loss account £000
10,481 (9,682)
-
(205) -
1,267
799
1,062
13 Related party disclosures The Company is quoted on the AIM Market. Promethean own 33% of the Company. During the year the Company paid £44,000 (2009: £15,000) in management fees to Promethean prior to admission.
14 Ultimate parent company and parent undertaking of larger group In the opinion of the directors, the distribution of the ordinary shares and the rights attributing themselves to them means that there is no overall controlling party of the Company.
67
| 4 |
1cons | 61409025.txt_b1 | 61409025.txt |
2009 £000
263
63
Notes (continued)
8 Debtors
Trade debtors Amounts owed by group undertakings Prepayments and accrued income
9 Creditors: amounts falling due within one year
Amounts owed to group undertakings Trade creditors Accruals and deferred income
2010 £000
77 40 173 290
2010 £000
306 494 823 1,623
2009 £000
256 519
78 853
2009 £000
77 486 709 1,272
64
Notes (continued)
10 Provisions for liabilities
Deferred Taxation At 1 September 2009 Movement in period At 31 August 2010
£000 Company
-
-
The elements of deferred taxation are as follows:
Difference between accumulated depreciation and capital allowances Total deferred tax Unrecognised deferred tax asset Recognised deferred tax asset
2010 £000
11
11 (11)
-
2009 £000
13
13 (13)
-
The deferred tax asset not recognised, which consists primarily of tax losses carried forward, would be recovered if set off against future profits of the company.
65
Notes (continued)
11 Called up share capital
Authorised `A' Ordinary shares of 10 pence each `B' Ordinary shares of £1 each `C' Ordinary shares of 1 pence each `D' Ordinary shares of 1 pence each `E' Ordinary shares of 1 pence each Ordinary shares of 10 pence each
Allotted, called up and fully paid `A' Ordinary shares of 10 pence each `B' Ordinary shares of £1 each `C' Ordinary shares of 1 pence each `D' Ordinary shares of 1 pence each `E' Ordinary shares of 1 pence each Ordinary shares of 10 pence each
Shares classified as liabilities Shares classified in shareholders funds
2010 £000
10,000
10,000
10,000
10,000
10,000
10,000
2009 £000
17 166 135
-
318
17 166 135
-
318
318
318
Prior to the admission to trading on AIM, on 26 March 2010, the A, B, C, D and E shares and the Share Premium attached to them were all converted into 100,000, | 5 |
1cons | 60425129.txt_0 | 60425129.txt | Reaching for the highest peaks
Business Review 2003
kansiI
Contents
TietoEnator in brief 2003 CEO's review:
International growth in selected businesses Guiding principles and strategy
TE Way: TietoEnator's intellectual capital Human capital Structural capital Relational capital
Business operations Group review Business Areas in brief Pentti Heikkinen, COO:
Setting global goal needs clear choices Banking & Finance Telecom & Media Public & Healthcare Production & Logistics Processing & Network Resource Management
Board of Directors Group Management Information for shareholders Countries of operation Contact information
2
4 6
8 10 16 20
24 26
28
30
32
TietoEnator also provides a printed Financial Review which,
34
in addition to the official financial statements, contains infor-
36
mation on the company's corporate governance, the mem-
38
bers of the Board of Directors and Group management, and
40
their holdings of TietoEnator shares and options.
42
The Financial Review is available on TietoEnator's Internet
43
pages, www.tietoenator.com and it can be ordered by:
44
· e-mail: reports@tietoenator.com
44
· tel. +358 9 862 6000, fax +358 9 862 63091
45
· tel. +46 8 632 1400, fax +46 8 632 1420.
kansiII
TietoEnator is consulting, developing and hosting its customers' digital businesses
TietoEnator is one of the leading architects in building a more efficient information society. With close to 14 000 experts, we are the largest IT services company in the Nordic countries.
Our leading-edge know-how is geared towards developing innovative IT solutions that realise and digitalise the visions of our customers. And we work in close partnership helping them to manage and run their business better.
We've chosen to focus on areas where we have the deepest industry expertise. The principal ones are globally banking and finance, telecom and media, and forest. In these areas, we work hand in hand with many of the world's leading companies and organisations. We are growing with them and are now active in more than 20 countries.
Banking & Finance
| 0 |
1cons | 60425129.txt_1 | 60425129.txt | oenator.com and it can be ordered by:
44
· e-mail: reports@tietoenator.com
44
· tel. +358 9 862 6000, fax +358 9 862 63091
45
· tel. +46 8 632 1400, fax +46 8 632 1420.
kansiII
TietoEnator is consulting, developing and hosting its customers' digital businesses
TietoEnator is one of the leading architects in building a more efficient information society. With close to 14 000 experts, we are the largest IT services company in the Nordic countries.
Our leading-edge know-how is geared towards developing innovative IT solutions that realise and digitalise the visions of our customers. And we work in close partnership helping them to manage and run their business better.
We've chosen to focus on areas where we have the deepest industry expertise. The principal ones are globally banking and finance, telecom and media, and forest. In these areas, we work hand in hand with many of the world's leading companies and organisations. We are growing with them and are now active in more than 20 countries.
Banking & Finance
CUSTOMERS
Telecom & Media
Public & Healthcare
Production & Logistics
Processing & Network Resource Management
1
TietoEnator in brief 2003
1
Net sales grew 8% and totalled EUR 1 374.3 million, Group operating margin (EBITA) exceeded 10 %.
2 Concentration on high-value-added services and partnerships strengthened market position.
3
Expertise and customer base became stronger in telecom and media.
4 Banking and finance product offering broadened.
5 Global leadership in forest industry IT systems further reinforced.
6
Service Centre established in the Czech Republic to produce development and testing services.
Decision made to form a new Digital Innovations unit to offer
7 productised digital media services combined with management
consulting services.
8
TietoEnator has set itself the target of reaching global market leadership in applications for selected business sectors.
Key Figures Net sales, MEUR Operating profit before goodwill amortisation (EBITA)
Margin, % Operating profit (EBIT)
Margin, % Pre-tax profit, ME | 1 |
1cons | 60425129.txt_2 | 60425129.txt |
CUSTOMERS
Telecom & Media
Public & Healthcare
Production & Logistics
Processing & Network Resource Management
1
TietoEnator in brief 2003
1
Net sales grew 8% and totalled EUR 1 374.3 million, Group operating margin (EBITA) exceeded 10 %.
2 Concentration on high-value-added services and partnerships strengthened market position.
3
Expertise and customer base became stronger in telecom and media.
4 Banking and finance product offering broadened.
5 Global leadership in forest industry IT systems further reinforced.
6
Service Centre established in the Czech Republic to produce development and testing services.
Decision made to form a new Digital Innovations unit to offer
7 productised digital media services combined with management
consulting services.
8
TietoEnator has set itself the target of reaching global market leadership in applications for selected business sectors.
Key Figures Net sales, MEUR Operating profit before goodwill amortisation (EBITA)
Margin, % Operating profit (EBIT)
Margin, % Pre-tax profit, MEUR Earnings per share, EUR Equity per share, EUR Dividend per share, EUR Investments, MEUR Return on equity, % Return on capital employed, % Gearing, % Equity ratio, % Personnel on average Personnel on 31 Dec.
2003 1 374.3
143.3 10.4 102.7 7.5 100.6 0.79 5.74 0.50 61.6 14.1 23.1 1.4 60.8 11 836 11 680
2002 1 271.1
130.0 10.2 99.8 7.9 100.4 0.77 5.53 0.50 282.9 13.7 23.0 13.6 55.5 11 153 11 991
2
Net sales by industry segment
Banking and finance 19% Public 21% Telecom and media 22% Forest 7% Energy 5% Manufacturing 7% Retail 8% Logistics 3% Non-allocated 8%
Net sales by industry segment, EUR million 350 300 250 200 150 100 50
0
2003 2002
Bafinnkianngceand TelecmoePdmiuaablnidc
Forest | 2 |
1cons | 60425129.txt_3 | 60425129.txt | UR Earnings per share, EUR Equity per share, EUR Dividend per share, EUR Investments, MEUR Return on equity, % Return on capital employed, % Gearing, % Equity ratio, % Personnel on average Personnel on 31 Dec.
2003 1 374.3
143.3 10.4 102.7 7.5 100.6 0.79 5.74 0.50 61.6 14.1 23.1 1.4 60.8 11 836 11 680
2002 1 271.1
130.0 10.2 99.8 7.9 100.4 0.77 5.53 0.50 282.9 13.7 23.0 13.6 55.5 11 153 11 991
2
Net sales by industry segment
Banking and finance 19% Public 21% Telecom and media 22% Forest 7% Energy 5% Manufacturing 7% Retail 8% Logistics 3% Non-allocated 8%
Net sales by industry segment, EUR million 350 300 250 200 150 100 50
0
2003 2002
Bafinnkianngceand TelecmoePdmiuaablnidc
Forest ManufacEtnuerirngyg
Retail Non-aLlloogicsattiecds
Net sales by country
Finland 55% Sweden 29% Norway 6% Denmark 3% Germany 2% USA 1% Great Britain 1% Other 3%
Net sales by country, EUR million
800 700 600 500 400 300 200 100
0
2003 2002
Other
USA Britain
Finland Sweden Norway Denmark Germany
Great
Key customers´ share of net sales
2003
2002
top 5 top 610 top 1120 top 2130 remaining
Personnel by country
Finland 54% Sweden 28% Norway 8% Denmark 3% Germany 2% Czech Rep. 1% Latvia 1% USA 1% Other 2%
Operating profit (EBITA) per quarter, EUR million
50
2003 2002 12.0%
40
9.5%
11.7%
30
8.5%
20
10
0
Q1
Q2
Q3
Q4
Finland Sweden Norway | 3 |
1cons | 60425129.txt_b0 | 60425129.txt | ietotie 6 P.O.Box 403 FIN-02101 ESPOO Tel. +358 9 862 6000 Fax +358 9 464 803
Offices in Denmark, Estonia, Finland, Norway, Sweden
Production & Logistics Niittymäentie 7, FIN-02200 ESPOO, FINLAND Tel. +358 9 3486 4000 Fax +358 9 3486 4340
Offices in Canada, Denmark, Finland, France, Germany, Malaysia, Norway, Singapore, Sweden, United Kingdom, USA
Processing & Network Kaupintie 5, P.O. Box 38, FIN-00441 HELSINKI, FINLAND Tel. +358 9 862 6000 Fax +358 9 8626 1900
Offices in Belgium, Denmark, Estonia, Finland, Germany, Lithuania, Norway, Sweden, United Kingdom, USA
Resource Management Kalkkipellontie 6, P.O. Box 101, FIN-02601 ESPOO, FINLAND From 3rd of May: Klovinpellontie 3, FIN-02180 ESPOO Tel. +358 9 3290 7000 Fax +358 9 3290 7210
Offices in Denmark, Finland, Norway, Sweden, USA
TietoEnator is one of the leading architects in building a more efficient information society. With close to 14 000 experts, we are the largest IT services company in the Nordic countries.
Our leading-edge know-how is geared towards developing innovative IT solutions that realise and digitalise the visions of our customers. And we work in close partnership helping them to manage and run their business better.
We've chosen to focus on areas where we have the deepest industry expertise. The principal ones are globally banking and finance, telecom and media and forest. In these areas, we work hand in hand with many of the world's leading companies and organisations. We are growing with them and are now active in more than 20 countries.
TietoEnator Corporation
Kutojantie 10, P.O. Box 33 FIN-02631 ESPOO, Finland tel +358 9 862 6000 telefax +358 9 8626 3091
Kronborgsgränd 1 SE-164 87 KISTA, Sweden tel +46 8 632 1400 telefax +46 8 632 14 20
email: info@tietoenator.com www.tietoenator.com
| 4 |
1cons | 60425129.txt_b1 | 60425129.txt | . +358 9 862 6000 Fax +358 9 8626 3091
Kronborgsgränd 1, SE-164 87 KISTA, SWEDEN Tel. +46 8 632 1400 Fax +46 8 632 1420
e-mail: info@tietoenator.com www.tietoenator.com
Business ID: 0101138-5 Registered office: Espoo
Business Areas
Banking & Finance Kutojantie 10, P.O. Box 33, FIN-02631 ESPOO, FINLAND Tel. +358 9 862 6000 Fax +358 9 8626 2685
Offices in Belgium, Denmark, Estonia, Finland, Germany, Latvia, Luxembourg, the Netherlands, Norway, Russia, Sweden, Switzerland, Ukraine, United Kingdom, USA
Telecom & Media Kutojantie 6-8, P.O. Box 156, FIN-02631 ESPOO, FINLAND Tel. +358 9 862 6000 Fax +358 9 8626 0420
Offices in Belgium, Czech Republic, China, Finland, Germany, Kazakhstan, Latvia, Lithuania, Norway, Slovakia, Sweden
Public & Healthcare Tietotie 6 P.O.Box 403 FIN-02101 ESPOO Tel. +358 9 862 6000 Fax +358 9 464 803
Offices in Denmark, Estonia, Finland, Norway, Sweden
Production & Logistics Niittymäentie 7, FIN-02200 ESPOO, FINLAND Tel. +358 9 3486 4000 Fax +358 9 3486 4340
Offices in Canada, Denmark, Finland, France, Germany, Malaysia, Norway, Singapore, Sweden, United Kingdom, USA
Processing & Network Kaupintie 5, P.O. Box 38, FIN-00441 HELSINKI, FINLAND Tel. +358 9 862 6000 Fax +358 9 8626 1900
Offices in Belgium, Denmark, Estonia, Finland, Germany, Lithuania, Norway, Sweden, United Kingdom, USA
Resource Management Kalkkipellontie 6, P.O. Box 101, FIN-02601 ESPOO, FINLAND From 3rd of May: Klovinpellontie 3, FIN-02180 ESPOO Tel. +358 9 3290 7000 Fax +358 9 3290 7210
Offices in Denmark, Finland, Norway, | 5 |
1cons | 60707768.txt_0 | 60707768.txt | Page Contents
01
Overview
02
Key Financials
04
To our Shareholders
08
The World and European Economies in 2003
10
Group Financial Results
Greece and the European Union
12
The Greek Economy
13
Greek Investment and Construction Activity
14
Group Activity
14
Cement
15
Vertically Integrated Activities
16
International Commercial Activities
16
Porcelain Activities
United States of America
18
US Economy
18
US Construction Activity and Cement Industry
19
Group Activity
19
Florida
19
Mid Atlantic
20
New York Metropolitan
20
Processed Fly Ash
Southeastern Europe
22
Bulgaria
23
F. Y. Republic of Macedonia
24
Serbia and Montenegro
26
Southern Mediterranean
28
Financial Risk Management
32
Board of Directors
36
Corporate Governance
39
Financial Results
Titan Group Headquarters
Titan's governing objective is to be a multi-regional, vertically integrated cement producer, combining an entrepreneurial spirit and operational excellence with respect for people, society and the environment.
The key priorities of the Group are to:
· Expand the core business through organic growth and acquisitions · Vertically integrate in related building materials · Continuously improve cost and competitiveness · Develop our human resources
The Titan Group of companies' production facilities are located in four main geographical areas: · Greece and the European Union · United States of America · Southeastern Europe · Southern Mediterranean
Our core activity and competency is cement production and trade.
We build on this with a wide range of products that include building materials and transport.
Titan has the longest listing of all industrial companies on the Athens Stock Exchange, listed since 1912.
CHAPTER
Overview
1
Key Financials
Key Financials
1,036 million
Consolidated turnover
125 million
Net profit after taxes and minority interests
222 million
Net investments in fixed assets Sales Volumes
13.4 million
Tons of Cement*
20 million
Tons of Aggregates
4.9 million
Cubic meters of Ready-Mix Concrete | 0 |
1cons | 60707768.txt_1 | 60707768.txt | Group Headquarters
Titan's governing objective is to be a multi-regional, vertically integrated cement producer, combining an entrepreneurial spirit and operational excellence with respect for people, society and the environment.
The key priorities of the Group are to:
· Expand the core business through organic growth and acquisitions · Vertically integrate in related building materials · Continuously improve cost and competitiveness · Develop our human resources
The Titan Group of companies' production facilities are located in four main geographical areas: · Greece and the European Union · United States of America · Southeastern Europe · Southern Mediterranean
Our core activity and competency is cement production and trade.
We build on this with a wide range of products that include building materials and transport.
Titan has the longest listing of all industrial companies on the Athens Stock Exchange, listed since 1912.
CHAPTER
Overview
1
Key Financials
Key Financials
1,036 million
Consolidated turnover
125 million
Net profit after taxes and minority interests
222 million
Net investments in fixed assets Sales Volumes
13.4 million
Tons of Cement*
20 million
Tons of Aggregates
4.9 million
Cubic meters of Ready-Mix Concrete
51 million
8-inch Concrete Blocks *includes Joint Ventures
2
CHAPTER
Key Financials
TITAN CEMENT COMPANY S.A. ANNUAL REPORT 2003 Kamari plant, Viotia - Greece
3
To Our Shareholders
AVERAGE ANNUAL COMPOUND RETURN ON TITAN
COMMON SHARES
CHAPTER
To Our Shareholders
In 2003 we focussed on the integration of the new acquisitions: the Kosjeric plant in Serbia, the Alexandria Portland Cement Co. in Egypt and Separation Technologies in the USA. Our intention now is to maximise return on economies of scale and to increase the efficiency of all operations. One of our most important investment projects, the modernisation of our Thessaloniki plant, was completed in August. The new clinker production line is now in operation, replacing the three old lines dating from the 60's and 70's. The new line is much more environmentfriendly and will also significantly reduce production costs.
Our second major investment is the modernisation and expansion of our Pennsuco facility in Florida. Work is progressing smoothly and we look forward to seeing the new installations up and running by the beginning of the summer. Once the new production line | 1 |
1cons | 60707768.txt_2 | 60707768.txt |
51 million
8-inch Concrete Blocks *includes Joint Ventures
2
CHAPTER
Key Financials
TITAN CEMENT COMPANY S.A. ANNUAL REPORT 2003 Kamari plant, Viotia - Greece
3
To Our Shareholders
AVERAGE ANNUAL COMPOUND RETURN ON TITAN
COMMON SHARES
CHAPTER
To Our Shareholders
In 2003 we focussed on the integration of the new acquisitions: the Kosjeric plant in Serbia, the Alexandria Portland Cement Co. in Egypt and Separation Technologies in the USA. Our intention now is to maximise return on economies of scale and to increase the efficiency of all operations. One of our most important investment projects, the modernisation of our Thessaloniki plant, was completed in August. The new clinker production line is now in operation, replacing the three old lines dating from the 60's and 70's. The new line is much more environmentfriendly and will also significantly reduce production costs.
Our second major investment is the modernisation and expansion of our Pennsuco facility in Florida. Work is progressing smoothly and we look forward to seeing the new installations up and running by the beginning of the summer. Once the new production line is operational, replacing the old wet-process lines, there will be a substantial fall in production costs.
In December 2003, we took an important step forward in pursuit of our strategy of international expansion in the cement sector by signing agreements to acquire a 99.9% stake in Zlatna Panega A.D. in Bulgaria from the Heidelberg Group of Germany, and the transfer of our holding in the Plevenski plant to Holcim of Switzerland. Both deals were approved in April 2004 by the Bulgarian Monopolies and Mergers Commission. We also acquired from Holcim a further 46.5% of shares in the Usje A.D. company in the Former Yugoslav Republic of Macedonia, bringing our overall holding in the company to 94.8%.
The Zlatna facility, located close to Sofia, the Bulgarian capital, has an annual production capacity of 1 million tons of cement. The same company also owns 3 ready-mix concrete facilities.
The restructuring of our presence in southeastern Europe, together with the expansion of the Pennsuco plant, will increase the Group's overall cement production capacity to some 16m tons per annum. In 2003, the Group achieved sales of 20m tons of aggregates, 4 | 2 |
1cons | 60707768.txt_3 | 60707768.txt | is operational, replacing the old wet-process lines, there will be a substantial fall in production costs.
In December 2003, we took an important step forward in pursuit of our strategy of international expansion in the cement sector by signing agreements to acquire a 99.9% stake in Zlatna Panega A.D. in Bulgaria from the Heidelberg Group of Germany, and the transfer of our holding in the Plevenski plant to Holcim of Switzerland. Both deals were approved in April 2004 by the Bulgarian Monopolies and Mergers Commission. We also acquired from Holcim a further 46.5% of shares in the Usje A.D. company in the Former Yugoslav Republic of Macedonia, bringing our overall holding in the company to 94.8%.
The Zlatna facility, located close to Sofia, the Bulgarian capital, has an annual production capacity of 1 million tons of cement. The same company also owns 3 ready-mix concrete facilities.
The restructuring of our presence in southeastern Europe, together with the expansion of the Pennsuco plant, will increase the Group's overall cement production capacity to some 16m tons per annum. In 2003, the Group achieved sales of 20m tons of aggregates, 4.9m cubic metres of readymix concrete, 51m 8-inch cement blocks and substantial quantities of other products, such as mortars and processed fly ash.
4
TITAN CEMENT COMPANY S.A. ANNUAL REPORT 2003
MONTHLY VOLUME OF TRANSACTIONS AND PRICE OF TITAN COMMON AND PREFERRED SHARES
If we exclude acquisitions, a total of 222m was spent during 2003 on new investment programs the bulk of the money being invested in the two major programs described above. The purpose of these investment activities is to improve efficiency and productivity, while paying particular attention, as always, to improving environmental protection.
During the course of the year Titan sustained its keen interest in human issues, society and the environment. The Group's activities in these areas are described in detail in the 20th issue of our Annual Social Report, which has now been
re-named the "Corporate Social Responsibility & Sustainability Report". It is published to accompany the Group's Annual Report.
In 2003, Titan became the first Greek company to sign up to the Global Business Compact for Sustainable Development. Under the aegis of the Global Compact, Titan is participating, alongside ten major groups from the | 3 |
1cons | 60707768.txt_b0 | 60707768.txt | paid Distribution of profits to employees
Total Cash Outflows (C 200) Cash Flows from financing activities (C100-C200)=C
13.018.059 34.685.940
2.350.000 50.053.999 51.260.107
56.902.607 25.248.414 33.540.890
2.199.653 117.891.564 -68.734.613
COMPANY CASH FLOWS (Sum of A+B+C)
Plus: Cash at the beginning of year
CASH AT END OF YEAR
1.670.815 50.328.334 51.999.149
-52.430.027 102.758.361
50.328.334
Cash at the beginning of the year can be broken down as follows: 1) Cash balances as per balance sheet 2) Cash equivalents from other securities
43.357.703 6.970.631 50.328.334
88.667.211 14.091.150 102.758.361
Cash at the end of the year can be broken down as follows: 1) Cash balancesas per balance sheet 2) Cash equivalents from other securities
47.651.903 4.347.246 51.999.149
43.357.703 6.970.631 50.328.334
CERTIFICATE OF THE CERTIFIED AUDITOR - ACCOUNTANT
We audited the consolidated cash flows of TITAN CEMENT S.A. and its subsidiaries for the year 2003 which were prepared based on the audited consolidated financial statements for the year for which our audit certificate dated 26th February 2004 was issued.
In our opinion the aforementioned consolidated cash flows fairly depict the cash inflows and outflows from the activities of all companies included in the consolidation on 31.12.2003.
Athens 22nd April 2004 THE CERTIFIED AUDITOR -
ACCOUNTANT Konstantinos Kotsilinis ICAA (GR) Reg. No. 12711
53
P U B L I S H E D B Y T I TA N C E M E N T C O M PA N Y S. A., P U B L I C R E L AT I O N S D E P T. - M AY 2 0 0 4
| 4 |
1cons | 60707768.txt_b1 | 60707768.txt | .142.925 39.094.802 237.435.550
5.058.329 494.303
6.925.600 12.478.232
69.520 131.905.895 100.300.639
1.333.142 233.609.196
-221.130.964
52
C 100 101 102 103 104
C 200 203 205 206 207
CONSOLIDATED CASH FLOW STATEMENT
for the accounting period from 1st January 2002 to 31st December 2003
(Euro)
Cash Flows from financing activities Cash inflows Proceeds from issue of share capital including premium Government grants received Increase in long-term liabilities Increase in short-term liabilities (Bank accounts)
Figures for 2003 Figures for 2002
1.474.838 1.303.008 76.487.741 22.048.519
1.325.153 14.761 -
47.817.037
Total Cash Inflows (C 100)
101.314.106
49.156.951
Cash outflows Decrease in long-term liabilities Interest paid Dividends paid Distribution of profits to employees
Total Cash Outflows (C 200) Cash Flows from financing activities (C100-C200)=C
13.018.059 34.685.940
2.350.000 50.053.999 51.260.107
56.902.607 25.248.414 33.540.890
2.199.653 117.891.564 -68.734.613
COMPANY CASH FLOWS (Sum of A+B+C)
Plus: Cash at the beginning of year
CASH AT END OF YEAR
1.670.815 50.328.334 51.999.149
-52.430.027 102.758.361
50.328.334
Cash at the beginning of the year can be broken down as follows: 1) Cash balances as per balance sheet 2) Cash equivalents from other securities
43.357.703 6.970.631 50.328.334
88.667.211 14.091.150 102.758.361
Cash at the end of the year can be broken down as follows: 1) Cash balancesas | 5 |
1cons | 60891380.txt_0 | 60891380.txt | Annual Report and Accounts 2006
Molins an international business providing high performance machinery and services for the production and packaging of consumer products. Innovative solutions delivered on a global basis.
PACKAGING MACHINERY TOBACCO MACHINERY SCIENTIFIC SERVICES
ITCM, based in Coventry, UK, is a specialist engineering supplier, developing innovative products and associated production and packaging machinery for blue-chip customers.
Langen Packaging, based in Mississauga, Ontario, Canada, is a designer and manufacturer of cartoning machinery, end-of-line and robotic solutions, as well as a provider of complete turnkey projects involving design and integration of packaging systems.
Langenpac, based in Wijchen, the Netherlands, is a designer and manufacturer of cartoning machinery, case packers and robotic solutions, as well as a provider of complete turnkey projects involving design and integration of packaging systems.
Cerulean Packing Machinery, based in Milton Keynes, UK, is a designer and manufacturer of specialist equipment for the handling and packing of tubular products.
Molins Tobacco Machinery, designs, manufactures, markets and services specialist machinery for the tobacco industry and serves its customers from its extensive international base.
Arista Laboratories, based in Richmond, Virginia, USA, and Kingston upon Thames, UK, is an independent tobacco and smoke constituent analytical laboratory.
Cerulean, based in Milton Keynes, UK, develops, assembles, sells and maintains process and quality control instruments for the tobacco industry.
Annual Report and Accounts 2006
Molins PLC
01
01 FINANCIAL SUMMARY 02 CHAIRMAN'S STATEMENT 04 OPERATING REVIEW
04 PACKAGING MACHINERY 06 TOBACCO MACHINERY 08 SCIENTIFIC SERVICES 10 FINANCIAL REVIEW 14 BOARD OF DIRECTORS 16 DIRECTORS' REPORT 18 REMUNERATION REPORT 22 CORPORATE GOVERNANCE 25 AUDITORS' REPORT
26 CONSOLIDATED INCOME STATEMENT
27 BALANCE SHEETS 28 STATEMENTS OF CASH FLOWS 29 STATEMENTS OF RECOGNISED
INCOME AND EXPENSE 30 ACCOUNTING POLICIES 33 NOTES TO THE ACCOUNTS 54 FIVE YEAR RECORD 55 PRINCIPAL DIVISIONS
AND SUBSIDIARIES | 0 |
1cons | 60891380.txt_1 | 60891380.txt | and serves its customers from its extensive international base.
Arista Laboratories, based in Richmond, Virginia, USA, and Kingston upon Thames, UK, is an independent tobacco and smoke constituent analytical laboratory.
Cerulean, based in Milton Keynes, UK, develops, assembles, sells and maintains process and quality control instruments for the tobacco industry.
Annual Report and Accounts 2006
Molins PLC
01
01 FINANCIAL SUMMARY 02 CHAIRMAN'S STATEMENT 04 OPERATING REVIEW
04 PACKAGING MACHINERY 06 TOBACCO MACHINERY 08 SCIENTIFIC SERVICES 10 FINANCIAL REVIEW 14 BOARD OF DIRECTORS 16 DIRECTORS' REPORT 18 REMUNERATION REPORT 22 CORPORATE GOVERNANCE 25 AUDITORS' REPORT
26 CONSOLIDATED INCOME STATEMENT
27 BALANCE SHEETS 28 STATEMENTS OF CASH FLOWS 29 STATEMENTS OF RECOGNISED
INCOME AND EXPENSE 30 ACCOUNTING POLICIES 33 NOTES TO THE ACCOUNTS 54 FIVE YEAR RECORD 55 PRINCIPAL DIVISIONS
AND SUBSIDIARIES 56 NOTICE OF MEETING 59 CORPORATE INFORMATION
FINANCIAL SUMMARY
Another year of strong cash flow Increase in underlying operating profit Disposal of two loss-making businesses in year Group order book for current year delivery up 25% Return to dividend payments after 3 years
£88.6m
sales (2005: £89.3m)
[continuing operations]
£7.6m
underlying operating profit (2005: £7.0m)
[continuing operations before net pension credit and reorganisation costs]
£13.5m
cash generated from operations before reorganisation (2005: £15.4m)
[continuing operations]
£12.3m
net debt (2005: £19.0m)
£12.2m
loss from discontinued operations (2005: £8.3m)
4.0p
dividend per share (2005: nil)
24.2p
underlying earnings per share (2005: 27.0p)
[continuing operations before net pension credit and reorganisation costs]
45.6p
basic loss per share ( | 1 |
1cons | 60891380.txt_2 | 60891380.txt | 56 NOTICE OF MEETING 59 CORPORATE INFORMATION
FINANCIAL SUMMARY
Another year of strong cash flow Increase in underlying operating profit Disposal of two loss-making businesses in year Group order book for current year delivery up 25% Return to dividend payments after 3 years
£88.6m
sales (2005: £89.3m)
[continuing operations]
£7.6m
underlying operating profit (2005: £7.0m)
[continuing operations before net pension credit and reorganisation costs]
£13.5m
cash generated from operations before reorganisation (2005: £15.4m)
[continuing operations]
£12.3m
net debt (2005: £19.0m)
£12.2m
loss from discontinued operations (2005: £8.3m)
4.0p
dividend per share (2005: nil)
24.2p
underlying earnings per share (2005: 27.0p)
[continuing operations before net pension credit and reorganisation costs]
45.6p
basic loss per share (2005: 21.9p)
02
Molins PLC
Annual Report and Accounts 2006
CHAIRMAN'S STATEMENT
Peter Byrom Chairman
The year was characterised by a number of significant actions, which have helped to position the Group more favourably for its future development. These include the sales of two loss-making businesses, as well as further restructuring of the Tobacco Machinery division.
Group sales for continuing operations were at similar levels to the previous year at £88.6m (2005: £89.3m) and underlying operating profit (continuing operations before net pension credit and reorganisation costs) was £7.6m, compared with £7.0m. After interest costs, which were similar to those in 2005, and taxation, which returned to a more normal level following a particularly low effective rate in 2005, underlying earnings per share amounted to 24.2p (2005: 27.0p).
The Group experienced another particularly strong year in cash flow, with £13.5m generated from operating activities of the continuing businesses (before reorganisation payments). After other cash movements, including those relating to capital expenditure, product development, interest, tax, sale of | 2 |
1cons | 60891380.txt_3 | 60891380.txt | 2005: 21.9p)
02
Molins PLC
Annual Report and Accounts 2006
CHAIRMAN'S STATEMENT
Peter Byrom Chairman
The year was characterised by a number of significant actions, which have helped to position the Group more favourably for its future development. These include the sales of two loss-making businesses, as well as further restructuring of the Tobacco Machinery division.
Group sales for continuing operations were at similar levels to the previous year at £88.6m (2005: £89.3m) and underlying operating profit (continuing operations before net pension credit and reorganisation costs) was £7.6m, compared with £7.0m. After interest costs, which were similar to those in 2005, and taxation, which returned to a more normal level following a particularly low effective rate in 2005, underlying earnings per share amounted to 24.2p (2005: 27.0p).
The Group experienced another particularly strong year in cash flow, with £13.5m generated from operating activities of the continuing businesses (before reorganisation payments). After other cash movements, including those relating to capital expenditure, product development, interest, tax, sale of businesses and reorganisation, net debt reduced by £6.7m in the year to £12.3m.
Operations Order intake for the continuing businesses rose by 7%, with a significant increase in the Packaging Machinery division more than offsetting a decline in the Tobacco Machinery division and slightly lower orders in Scientific Services. The Group's opening order book for current year delivery was 25% higher than the comparable position in 2006.
Following the sale of Sandiacre Rose Forgrove, the Packaging Machinery division is focused on an engineering-led solutions-based strategy, through the development of its own core products and project integration skills, together with alliances with other machinery suppliers. The continuing businesses delivered sales of £33.9m, up from £29.8m in 2005, with an improvement in operating profit to £2.5m (2005: £2.0m). All of the packaging machinery businesses are well placed to progress in 2007, with the efficient delivery of the substantial order book being the key challenge.
Tobacco Machinery, excluding Sasib, reported sales of £36.2m, compared with £41.6m in the previous year. However, order intake for spare parts, which account | 3 |
1cons | 60891380.txt_b0 | 60891380.txt | . It is the registered shareholder who has to produce the authority so please allow plenty of time to contact them and for them to make the arrangements for one to be issued. If you have any doubt as to the format of corporate representative authority then please ask the Company's secretarial department.
If you do not intend or are unable to attend please complete and send in the enclosed Form of Proxy. Use of the Form of Proxy does not preclude you from attending and voting at the meeting.
The Meeting The Meeting Chairman will give shareholders and corporate representatives (but not proxies) the opportunity to ask questions in relation to each resolution before it is proposed. You will then be asked to vote on each resolution.
After the meeting you will have the opportunity of meeting your directors.
CORPORATE INFORMATION
Registered office Molins PLC 11 Tanners Drive, Blakelands, Milton Keynes MK14 5LU Tel: +44 (0)1908 219000 Fax: +44 (0)1908 216499 E-mail: molins.ho@molins.com
Secretary J Messent LLB Solicitor
Registered number 124855
Auditor KPMG Audit Plc Altius House, One North Fourth Street, Milton Keynes MK9 1NE
Stockbrokers JPMorgan Cazenove Limited 20 Moorgate, London EC2R 6DA
Registrars Capita Registrars Northern House, Woodsome Park, Fenay Bridge, Huddersfield, West Yorkshire HD8 0LA
Share price Available from: Teletext page 524 FT Cityline tel: 0906 843 0000 code: 3398 Selected national newspapers
Website Further information is available at www.molins.com
Timetable Annual General Meeting 27 April 2007
Payment dates for preference dividend 30 June 2007 and 31 December 2007
Record date for interim dividend 16 March 2007
Payment date for interim dividend 30 March 2007
Interim statement of half year results August/September 2007
Annual Report and Accounts 2006
Molins PLC
59
60
Molins PLC
NOTES
Annual Report and Accounts 2006
Molins PLC 11 Tanners Drive Blakelands Milton Keynes MK14 5LU Tel: +44 (0)1908 219000 Fax: +44 (0)1908 216499 E-mail: molins.ho@molins.com
| 4 |
1cons | 60891380.txt_b1 | 60891380.txt | from the shareholders at the forthcoming Annual General Meeting for the Company to purchase up to a maximum number of 3,000,000 ordinary shares representing approximately 15% of the issued ordinary share capital at the date of the notice convening the Annual General Meeting.
In reaching a decision to purchase ordinary shares, the directors will take account of the Company's cash resources and capital and the general effect of such purchase on the Company's business. The authority would only be exercised by the directors if they considered it to be in the best interests of the shareholders generally and if the purchase could be expected to result in an increase in earnings per ordinary share.
Resolution 8 Amend Articles of Association. The 2006 Companies Act introduced new regulations relating to electronic communication. The proposed amendments to the Articles are intended to match the Articles with the new Act.
Shareholder information Attending the Annual General Meeting Only shareholders or their proxies or corporate representatives are entitled to attend. Shareholders are validated against the Shareholder Register in existence 48 hours before the meeting. If your shares are held by a nominee then you will not be recognised as a shareholder and will not be permitted into the meeting. To attend and vote where shares are held by a nominee you will need to present a corporate representative authority at the meeting. It is the registered shareholder who has to produce the authority so please allow plenty of time to contact them and for them to make the arrangements for one to be issued. If you have any doubt as to the format of corporate representative authority then please ask the Company's secretarial department.
If you do not intend or are unable to attend please complete and send in the enclosed Form of Proxy. Use of the Form of Proxy does not preclude you from attending and voting at the meeting.
The Meeting The Meeting Chairman will give shareholders and corporate representatives (but not proxies) the opportunity to ask questions in relation to each resolution before it is proposed. You will then be asked to vote on each resolution.
After the meeting you will have the opportunity of meeting your directors.
CORPORATE INFORMATION
Registered office Molins PLC 11 Tanners Drive, Blakelands, Milton Keynes MK14 5LU Tel: +44 (0)1908 219000 Fax: +44 (0)1908 216499 E-mail: molins.ho@molins.com
Secretary J Messent LLB Solicitor
Registered number 124855
Auditor KPMG Audit Plc Altius House, One North Fourth Street, Milton Keynes MK | 5 |
1cons | 61069908.txt_0 | 61069908.txt | Burani Designer Holding B.V.
BURANI DESIGNER HOLDING B.V.
Head office: Amsterdam, Olympic Plaza, Fred. Roeskestraat 123, share capital 40.750,00 i.v.
CONSOLIDATED FINANCIAL STATEMENT 31/12/2006 INDIVIDUAL FINANCIAL STATEMENT 31/12/2006
Table of contenl
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Board of directors and audit company Director's report Consolidated financial statement Consolidated cash flow Movements of shareholder's equity Consolidated related parties Notes to the consolidated financial statement Annex 1 : list of companies consolidated on a line-by-line basis Annex 2: List of other equity investments in subsidiaries and associates Annex 3: Map of the consolidation Individual financial statement Individual cash flow statement Notes to the individual financial statement Other information Auditor's report
ecuntants
LN Hoofddpf1} E Hoofddo/I' tel. 2 : 626248 Fax 023-6626303
Burani Designer Holding B.V.
Board of Directors Mr. GW. Burani Mr. G. Gullo mr. D.P. Stolp Mr. G.FXM. Nieuwenhuizen Mr. J.H. Scholts
Audit Company CROP registeraccountants
r is! wunlant5
Gpa!laan 1208,
LN Hoofddorp'
Postbus 245, 2 E Hoofddl:lrp
Tel. 02' - -26248
Fax 023-5 26308
Burani Designer Holding B.V.
Directors' report
Activities and result
During the 2006 the Company has begun an huge process of expansion to create an important Group. A milestone about it is the increaseof share capital held in Mariella Burani Fashion Group SpA (MBFG), a company listed on the stock exchange of Milan. The percentage has moved from 31,5% at 31/12/2005 to 52,8% at 31/12/2006. Further important expansion programs will be done in 2007. The consolidated result for the year 2006 is very positive. the Company's net profit before minority interest amounting to million 62. | 0 |
1cons | 61069908.txt_1 | 61069908.txt |
Board of Directors Mr. GW. Burani Mr. G. Gullo mr. D.P. Stolp Mr. G.FXM. Nieuwenhuizen Mr. J.H. Scholts
Audit Company CROP registeraccountants
r is! wunlant5
Gpa!laan 1208,
LN Hoofddorp'
Postbus 245, 2 E Hoofddl:lrp
Tel. 02' - -26248
Fax 023-5 26308
Burani Designer Holding B.V.
Directors' report
Activities and result
During the 2006 the Company has begun an huge process of expansion to create an important Group. A milestone about it is the increaseof share capital held in Mariella Burani Fashion Group SpA (MBFG), a company listed on the stock exchange of Milan. The percentage has moved from 31,5% at 31/12/2005 to 52,8% at 31/12/2006. Further important expansion programs will be done in 2007. The consolidated result for the year 2006 is very positive. the Company's net profit before minority interest amounting to million 62.6 increased by million 37.1 compared to previous year (million 25.5). This increase was determined by the profitable activities performed in 2006.
The individual result for the year 2006 has been above all expectations and is mainly due to the result on subsidiary companies derived by applying fair market value. The share price of MBFG increased during the year 2006 from EUR 13,63 till EUR 20,33. The result on operations is also influenced by the different method applied on equity stake valuation. The application of the Fair Value Method respect to the equity method determined an increase of the result of million 70; net of this effect the result could be reach million 68,9.
In 2006 the investment in MBFG has not been considered related to an associated company as in previous year but to a subsidiary based on the IASB declaration (Project Update Consolidation) concerning lAS 27 in which de facto control has to be considered relevant to the definition of subsidiary. Moreover, MBFG is being considered also a strategic subsidiary. The objective of Burani Designer Holding B.v. (BDH) is to increase and expand a program to diversify its activities. In December 2006 BDH has also reached the absolute control by holding 52.8% of MBFG Share | 1 |
1cons | 61069908.txt_2 | 61069908.txt | 6 increased by million 37.1 compared to previous year (million 25.5). This increase was determined by the profitable activities performed in 2006.
The individual result for the year 2006 has been above all expectations and is mainly due to the result on subsidiary companies derived by applying fair market value. The share price of MBFG increased during the year 2006 from EUR 13,63 till EUR 20,33. The result on operations is also influenced by the different method applied on equity stake valuation. The application of the Fair Value Method respect to the equity method determined an increase of the result of million 70; net of this effect the result could be reach million 68,9.
In 2006 the investment in MBFG has not been considered related to an associated company as in previous year but to a subsidiary based on the IASB declaration (Project Update Consolidation) concerning lAS 27 in which de facto control has to be considered relevant to the definition of subsidiary. Moreover, MBFG is being considered also a strategic subsidiary. The objective of Burani Designer Holding B.v. (BDH) is to increase and expand a program to diversify its activities. In December 2006 BDH has also reached the absolute control by holding 52.8% of MBFG Share capital. This increase in the owned stake has been permitted by a contribution in kind made on 13 December 2006. In connection to the treatment of the equity stake in MBFG, it is clear that MBFG has to be considered as a controlled company (lAS 27) and not as a related company (lAS 28) even though it owned until 31/12/2006 an equity stake less than 50 + 1%. The different qualification is due to IASB interpretations that clarified that lAS 27 is to be applied also to the "de facto" controlled company; this form of control is exercised also with an equity stake less than 50% but that permits a dominant influence due to the fragmentally held equity stake owned by other parties. BDH has exercised this form of control and it is in line with the new IASB directive. The accounting effects were:
At the parent company level and in accordance with the lAS 27 the MBFG equity stake could be valued through fair value method or cost method. The choice was for fair value method because it permitted to better evaluate the importance of the asset. The different method of valuation applied to 2005 (equity method valuation) has determined the presence of a third column in which the year 2005 is included at fair value | 2 |
1cons | 61069908.txt_3 | 61069908.txt | capital. This increase in the owned stake has been permitted by a contribution in kind made on 13 December 2006. In connection to the treatment of the equity stake in MBFG, it is clear that MBFG has to be considered as a controlled company (lAS 27) and not as a related company (lAS 28) even though it owned until 31/12/2006 an equity stake less than 50 + 1%. The different qualification is due to IASB interpretations that clarified that lAS 27 is to be applied also to the "de facto" controlled company; this form of control is exercised also with an equity stake less than 50% but that permits a dominant influence due to the fragmentally held equity stake owned by other parties. BDH has exercised this form of control and it is in line with the new IASB directive. The accounting effects were:
At the parent company level and in accordance with the lAS 27 the MBFG equity stake could be valued through fair value method or cost method. The choice was for fair value method because it permitted to better evaluate the importance of the asset. The different method of valuation applied to 2005 (equity method valuation) has determined the presence of a third column in which the year 2005 is included at fair value method to better compare the results. - At the consolidated level the effect was to fully consolidate MBFG from 1/1/2006 including all the operations of the company in this period. Finally it also changed the strategic aim of the investment and this the expansion intent of an important branch of the entity.
3
ractounlan\s 132 LN Hoofddorp. 30 AE Hoofddorp TeL?3·56262AH FE''' «'3·5G26308
Burani Designer Holding B.V.
Future outlook The year 2007 will be an important year for the Company. It will see the extension of activities via the acquisition of further fashion related companies. In line herewith, the Management is full of confidence that the scheduled business expansion will add to the long-term profitability and therefore it is expected that the future outlook of the Company is a prosperous one.
Amsterdam, May 11, 2007
Board of directors,
Mr. G.W. Burani
Mr. G. Gullo
Mr. D.P. Stolp
Mr. G.F.X.M. Nieuwenhuizen Mr. J.H. Scholts
| 3 |
1cons | 61069908.txt_b0 | 61069908.txt | company financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the company financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the company financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the company financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the company financial statements.
We believe that the audit evidence we have obtained is sufficie
to provide a
basis for our audit opinion.
reg t
Opaallaae 1208 2132 LN Hootddorp
Postbl.i5245 2130 AE Hcofddorp
www cropnl lnfo@crop.nl @ 023 567. 67 48 @ 023 56263 08
I~
Opaallaan 1208 2 LN Hoofddorp Postbus 245. 0 AE Hoofddorp Tel. 023 5626248 Fax 023-5626308
registeraccountants
Opinion In our opinion, the company financial statements give a true and fair view of the financial position of Burani Designer Holding B.V. as at 31 December 2006, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.
Hoofddorp, May 11, 2007 CROP registeraccountants
N. Bootsma RA
ft~f~ ~~\~~~~re~.. f~r"~""'-" [I'i',o<
j'AI:\" cnmtants
0P13U.::;.rm 12C.,., 52 L;-;~ HoofcidQfT) POSIbus 2cl.;~.;?, ::-: 'i'-\E. ;.!iJ0iddQ(p·
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| 4 |
1cons | 61069908.txt_b1 | 61069908.txt | financial statements
We have audited the accompanying company financial statements of Burani Designer Holding BV. which are part of the financial statements of Burani Designer Holding B.V., Amsterdam which comprise the balance sheet as at 31 December 2006, the profit and loss account and cash flow statement for the year ended and a summary of significant accounting policies and other explanatory notes.
Management's responsibility Management is responsible for the preparation and fair presentation of the company financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the company financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor's responsibiiity Our responsibility is to express an opinion on the company financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the company financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the company financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the company financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the company financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the company financial statements.
We believe that the audit evidence we have obtained is sufficie
to provide a
basis for our audit opinion.
reg t
Opaallaae 1208 2132 LN Hootddorp
Postbl.i5245 2130 AE Hcofddorp
www cropnl lnfo@crop.nl @ 023 567. 67 48 @ 023 56263 08
I~
| 5 |
1cons | 61199446.txt_0 | 61199446.txt | REFERENCE DOCUMENT 2007
This document was filed with the financial market authorities on 22 April 2008 in accordance with article 212.13 of their general regulations. It can be used in support of a financial transaction if it is completed by an operations memorandum approved by the financial market authorities
CONTENTS
1 PRESENTATION OF THE SYSTRAN GROUP
4
1.1 PRESENTATION OF THE GROUP
4
1.2 SYSTRAN GROUP KEY FIGURES
5
1.3 BACKGROUND
6
1.4 WORLD TRANSLATION MARKET
8
1.5 SYSTRAN'S ASSETS
11
1.6 SYSTRAN'S ACTIVITY
15
1.7 DESCRIPTION OF SYSTRAN'S ORGANISATION
18
1.8 ANALYSIS OF SYSTRAN RISK FACTORS
24
1.9 SYSTRAN AND ITS SHAREHOLDERS
32
2 2007 ACTIVITY REPORT
37
2.1 INFORMATION ON THE GROUP'S ECONOMIC LIFE
37
2.2 SYSTRAN S.A.'S ACTIVITY
38
2.3 ACTIVITY OF SUBSIDIARIES
39
2.4 PROSPECTS
39
2.5 EVENTS OCCURRING BETWEEN THE END OF THE FISCAL YEAR AND THE DATE ON WHICH
THIS REPORT WAS PRODUCED
39
3 CONSOLIDATED FINANCIAL STATEMENTS
40
3.1 CONSOLIDATED INCOME STATEMENT FOR FISCAL YEAR 2007
40
3.2 CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2007
41
3.3 CONSOLIDATED CASH FLOW STATEMENT FOR FISCAL YEAR 2007
42
3.4 CHANGES IN SHAREHOLDERS' EQUITY
43
3.5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDING
31 DECEMBER 2007
44
3.6 REMINDER OF SYSTRAN FINANCIAL STATEMENTS DRAWN UP IN 2006 AND 2005
70
3.7 | 0 |
1cons | 61199446.txt_1 | 61199446.txt | STRAN S.A.'S ACTIVITY
38
2.3 ACTIVITY OF SUBSIDIARIES
39
2.4 PROSPECTS
39
2.5 EVENTS OCCURRING BETWEEN THE END OF THE FISCAL YEAR AND THE DATE ON WHICH
THIS REPORT WAS PRODUCED
39
3 CONSOLIDATED FINANCIAL STATEMENTS
40
3.1 CONSOLIDATED INCOME STATEMENT FOR FISCAL YEAR 2007
40
3.2 CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2007
41
3.3 CONSOLIDATED CASH FLOW STATEMENT FOR FISCAL YEAR 2007
42
3.4 CHANGES IN SHAREHOLDERS' EQUITY
43
3.5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDING
31 DECEMBER 2007
44
3.6 REMINDER OF SYSTRAN FINANCIAL STATEMENTS DRAWN UP IN 2006 AND 2005
70
3.7 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEAR ENDING 31 DECEMBER 2007
71
3.8 STATUTORY AUDITORS' REPORTS ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR
THE YEARS ENDING 31 DECEMBER 2006 AND 31 DECEMBER 2005
73
4 INFORMATION ON THE CORPORATE FINANCIAL STATEMENTS
74
4.1 CONSOLIDATED INCOME STATEMENT FOR FISCAL YEAR 2007
74
4.2 CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2007
75
4.3 NOTES TO THE CORPORATE FINANCIAL STATEMENTS FOR THE YEAR ENDING 31 DECEMBER
2007
76
4.4 COMPANY INCOME DURING THE LAST FIVE FINANCIAL YEARS (IN EUROS)
92
4.5 STATUTORY AUDITORS' GENERAL REPORT ON THE FISCAL YEAR ENDING 31 DECEMBER
2007
93
4.6 FINANCIAL STATEMENTS AND STATUTORY AUDIT | 1 |
1cons | 61199446.txt_2 | 61199446.txt | STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEAR ENDING 31 DECEMBER 2007
71
3.8 STATUTORY AUDITORS' REPORTS ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR
THE YEARS ENDING 31 DECEMBER 2006 AND 31 DECEMBER 2005
73
4 INFORMATION ON THE CORPORATE FINANCIAL STATEMENTS
74
4.1 CONSOLIDATED INCOME STATEMENT FOR FISCAL YEAR 2007
74
4.2 CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2007
75
4.3 NOTES TO THE CORPORATE FINANCIAL STATEMENTS FOR THE YEAR ENDING 31 DECEMBER
2007
76
4.4 COMPANY INCOME DURING THE LAST FIVE FINANCIAL YEARS (IN EUROS)
92
4.5 STATUTORY AUDITORS' GENERAL REPORT ON THE FISCAL YEAR ENDING 31 DECEMBER
2007
93
4.6 FINANCIAL STATEMENTS AND STATUTORY AUDITORS' REPORT FOR THE YEARS ENDING 31
DECEMBER 2006 AND 31 DECEMBER 2005
95
4.7 HISTORY OF THE CAPITAL
96
SYSTRAN Reference document 2007
2
4.8 STOCK OPTIONS
97
4.9 ACQUISITIONS BY THE COMPANY OF ITS OWN SHARES
99
4.10 CURRENTLY VALID DELEGATIONS GRANTED THE BOARD OF DIRECTORS BY THE GENERAL
SHAREHOLDERS MEETING, RELATING TO CAPITAL INCREASES
102
4.11 OTHER LEGAL INFORMATION
106
5 CORPORATE GOVERNANCE
108
5.1 BOARD OF DIRECTORS
108
5.2 CHAIRMAN'S REPORT ON INTERNAL CONTROL PROCEDURES FOR THE FISCAL YEAR ENDING
31 DECEMBER 2007
112
5.3 STATUTORY AUDITOR'S REPORT ON THE CHAIRMAN'S REPORT ON INTERNAL CONTROLS
FOR THE FISCAL YEAR ENDING 31 DECEMBER 2007
117
5.4 EX | 2 |
1cons | 61199446.txt_3 | 61199446.txt | ORS' REPORT FOR THE YEARS ENDING 31
DECEMBER 2006 AND 31 DECEMBER 2005
95
4.7 HISTORY OF THE CAPITAL
96
SYSTRAN Reference document 2007
2
4.8 STOCK OPTIONS
97
4.9 ACQUISITIONS BY THE COMPANY OF ITS OWN SHARES
99
4.10 CURRENTLY VALID DELEGATIONS GRANTED THE BOARD OF DIRECTORS BY THE GENERAL
SHAREHOLDERS MEETING, RELATING TO CAPITAL INCREASES
102
4.11 OTHER LEGAL INFORMATION
106
5 CORPORATE GOVERNANCE
108
5.1 BOARD OF DIRECTORS
108
5.2 CHAIRMAN'S REPORT ON INTERNAL CONTROL PROCEDURES FOR THE FISCAL YEAR ENDING
31 DECEMBER 2007
112
5.3 STATUTORY AUDITOR'S REPORT ON THE CHAIRMAN'S REPORT ON INTERNAL CONTROLS
FOR THE FISCAL YEAR ENDING 31 DECEMBER 2007
117
5.4 EXECUTIVE MANAGEMENT
118
6 GENERAL INFORMATION
119
6.1 INFORMATION ABOUT THE COMPANY
119
6.2 DOCUMENTS AVAILABLE TO THE PUBLIC
120
6.3 MAJOR CONTRACTS
120
6.4 POSITION OF DEPENDENCY
120
6.5 TRENDS
121
6.6 SIGNIFICANT CHANGES
121
6.7 INVESTMENTS
121
6.8 LEGAL PROCEEDINGS AND ARBITRATION
121
6.9 INCORPORATING DOCUMENT AND BY-LAWS
121
6.10 DRAFT RESOLUTIONS OF THE COMBINED SHAREHOLDERS GENERAL MEETING OF 20 JUNE
2008
131
6.11 STATUTORY AUDITORS' SPECIAL REPORT ON THE REGULATED AGREEMENTS FOR THE
FISCAL YEAR ENDING 31 DECEMBER 2007
139
7 AUDITORS OF THE FINANCIAL STATEMENTS
140
7.1 STATUTORY AUDIT | 3 |
1cons | 61199446.txt_b0 | 61199446.txt | to the issuer and its subsidiaries for
each of the two fiscal years preceding publication of the reference
document.
Indicate where the above documents can be consulted, on hard copies or by
electronic means.
25.
INFORMATION ABOUT HOLDINGS
p. 120
Supply information about enterprises in which the issuer holds a fraction of the capital that may have a significant impact on the assessment of its assets, its financial situation or its income.
p. 91
The information relating to the annual Financial Statement appears on the following pages:
· Consolidated financial statements (pages 40 to 43);
· Statutory Auditors' report on the consolidated financial statements (pages 71 to 72);
· Corporate financial statements (pages 74 to 75);
· Statutory Auditors' report on the corporate financial statements (pages 93 to 94);
· Persons responsible for auditing the financial statements (page 140);
· Other information relating to the management report (pages 19 to 23, pages 24 to 31, pages 32 to 34, pages 37 to 39, pages 60 to 62, pages 65 to 67, pages 74 to 75, page 92, page 96, pages 97 to 107, pages 108 to 111 and pages 131 to 138).
Pusuant to article 28 of Regulation 809-2004 governing prospectuses, the following items are included by reference:
· The Group's consolidated accounts, the corporate financial statements of SYSTRAN S.A. and the Statutory Auditors' report on the consolidated financial statements for the fiscal year ending 31 December 2006, as presented in the "Financial situation and results" section of the reference document submitted to the financial markets authorities on 16 May 2007 under number D. 07-0473.
· The Group's consolidated accounts, the corporate financial statements of SYSTRAN S.A., the Statutory Auditors' report on the consolidated financial statements for the fiscal year ending 31 December 2005 and the Statutory Auditors' report on the corporate financial statements for the fiscal year ending 31 December 2005, as presented in the "Financial situation and results" section of the reference document submitted to the financial markets authorities on 18 May 2006 under number D. 06-0420.
The information contained in these two reference documents other than the information listed above has, when appropriate, been replaced and/or updated with information contained in the present reference document.
SYSTRAN Reference document 2007
157
| 4 |
1cons | 61199446.txt_b1 | 61199446.txt |
published by this third party, no fact has been omitted that would make the
reproduced information incorrect or misleading. In addition, identify the source(s)
of the information.
DOCUMENTS AVAILABLE TO THE PUBLIC
SYSTRAN Reference document 2007
156
CONSISTENCY TABLE
Provide a statement certifying that during the period of validity of the reference
document, the following documents (or copy of these documents) can be
consulted if necessary:
d) the issuer's incorporating document and by-laws;
e) all reports, correspondence and other documents, historic financial
information, evaluations and statements drawn up by an expert at the
issuer's request, a part of which is included or referred to in the
reference document;
f) all reports, correspondence and other documents, historic financial
information, evaluations and statements drawn up by an expert at the
issuer's request, a part of which is included or referred to in the
reference document;
g) the issuer's historic financial information, or in the case of a group, the
historic financial information relating to the issuer and its subsidiaries for
each of the two fiscal years preceding publication of the reference
document.
Indicate where the above documents can be consulted, on hard copies or by
electronic means.
25.
INFORMATION ABOUT HOLDINGS
p. 120
Supply information about enterprises in which the issuer holds a fraction of the capital that may have a significant impact on the assessment of its assets, its financial situation or its income.
p. 91
The information relating to the annual Financial Statement appears on the following pages:
· Consolidated financial statements (pages 40 to 43);
· Statutory Auditors' report on the consolidated financial statements (pages 71 to 72);
· Corporate financial statements (pages 74 to 75);
· Statutory Auditors' report on the corporate financial statements (pages 93 to 94);
· Persons responsible for auditing the financial statements (page 140);
· Other information relating to the management report (pages 19 to 23, pages 24 to 31, pages 32 to 34, pages 37 to 39, pages 60 to 62, pages 65 to 67, pages 74 to 75, page 92, page 96, pages 97 to 107, pages 108 | 5 |
1cons | 60378590.txt_0 | 60378590.txt | F u l l Ye a r E n d e d 3 0 th Ju n e 2 0 0 3
REPORT & ACCOUNTS
YEAR ENDED 30th JUNE 2003
CONTENTS
Summary of Last Five Years' Trading Chairman's Statement Operating and Financial Review Report of the Directors Report to Shareholders by the Board on Directors' Remuneration Corporate Governance Statement of Directors' Responsibilities Directors and Advisers Independent Auditors' Report Accounting Policies Consolidated Profit and Loss Account Statement of Total Recognised Gains and Losses Consolidated Balance Sheet Company Balance Sheet Consolidated Cash Flow Statement Notes to the Accounts Notice of Meeting
4 5 - 6 7 8 - 9 10 -12 13 -15 16 17 18 -19 20 21 22 23 24 25 26 - 34 35 - 36
Page 3
SUMMARY OF LAST FIVE YEARS' TRADING
-------------------Years ending 30th June----------------
2003
2002
2001
2000 1999
£'000
£'000
£'000
£'000 £'000
Turnover Profit Before Tax Earnings Per Share Net Assets Per Share Dividends Per Share (net)
240,481 422
0.94p 98.3p
3.0p
250,410 456
0.91p 100.7p
4.2p
299,170 5,508 11.3p
103.7p 6.2p
284,270 277,727
7,523 6,038
15.1p 11.8p
99.0p 89.8p
6.0p
5.0p
£'000 300000
250000
200000
150000
100000
50000
0 1999
2000
2001
2002
2003
Page 4
YEAR ENDED 30th JUNE 2003
CHAIRMAN'S STATEMENT
Results The Board is pleased to report a very strong second half performance by the Group which has resulted in a creditable full year outcome of pre-tax profits of £422,000 compared with £456,000 last year which included an exceptional profit of £321,000. Shareholders will recall that at the interim stage the Group reported a disappointing pre-tax loss of £260,000. | 0 |
1cons | 60378590.txt_1 | 60378590.txt | 240,481 422
0.94p 98.3p
3.0p
250,410 456
0.91p 100.7p
4.2p
299,170 5,508 11.3p
103.7p 6.2p
284,270 277,727
7,523 6,038
15.1p 11.8p
99.0p 89.8p
6.0p
5.0p
£'000 300000
250000
200000
150000
100000
50000
0 1999
2000
2001
2002
2003
Page 4
YEAR ENDED 30th JUNE 2003
CHAIRMAN'S STATEMENT
Results The Board is pleased to report a very strong second half performance by the Group which has resulted in a creditable full year outcome of pre-tax profits of £422,000 compared with £456,000 last year which included an exceptional profit of £321,000. Shareholders will recall that at the interim stage the Group reported a disappointing pre-tax loss of £260,000. Ongoing price erosion reduced sales revenues to £240 million (£250 million: 30th June 2002) negating the growth in our own average unit sales and we believe that we have again increased market share. Overly competitive price and resultant margin pressures continue to prevail and reflect the basic problems within the I.T. hardware sector. Obscured within the result is our continued avoidance of loss making sales of mere revenue products. This contributed to a modest 0.16% point increase in gross margin and whilst sales fell by some 4%, the Board's close attention to costs has reduced total overheads by 5.2%. On a positive note, earnings per share increased to 0.94p from the 0.91p of a year ago. At the year end we had a significant £7.165 million cash balance and we continue to remain debt free. Subject to confirmation by shareholders at the AGM, this will enable the Board to recommend a final cash dividend of 2.0p (net), making a total of 3.0p for the full year, (compared with 4.2p last year). After dividend payments and £174,000 spent on the re-purchase of the Company's ordinary shares for cancellation, net assets per share were 98 | 1 |
1cons | 60378590.txt_2 | 60378590.txt | Ongoing price erosion reduced sales revenues to £240 million (£250 million: 30th June 2002) negating the growth in our own average unit sales and we believe that we have again increased market share. Overly competitive price and resultant margin pressures continue to prevail and reflect the basic problems within the I.T. hardware sector. Obscured within the result is our continued avoidance of loss making sales of mere revenue products. This contributed to a modest 0.16% point increase in gross margin and whilst sales fell by some 4%, the Board's close attention to costs has reduced total overheads by 5.2%. On a positive note, earnings per share increased to 0.94p from the 0.91p of a year ago. At the year end we had a significant £7.165 million cash balance and we continue to remain debt free. Subject to confirmation by shareholders at the AGM, this will enable the Board to recommend a final cash dividend of 2.0p (net), making a total of 3.0p for the full year, (compared with 4.2p last year). After dividend payments and £174,000 spent on the re-purchase of the Company's ordinary shares for cancellation, net assets per share were 98.3p against the 100.7p reported a year ago. Trading Sales of distributed PC's were reported as having fallen over the first half of 2003. Also, the volume market place and inherent lack of commercial profitability over the past year required a review of the Group's operations at the end of 2002 and with it, a strategic change in general direction. With sales of volume PC's and most accessories continuing to lack adequate commercial returns, it is necessary that we evolve our business model to become more commercially viable. That entails re-enforcing our focus on key relationships, whilst shifting emphasis and investment further up both the technology and value chains. This change was commenced late last year and, albeit slowly, is progressing to plan. Our existing higher value activities have continued to perform in-line with market conditions. Disappointingly, the malaise of the volume markets has also been somewhat reflected in this area. The Balance Sheet Continued strong cash management during the period enabled the Group to end the year with a very strong £7.17 million (£8.59 million: 30th June 2002) net cash position at year-end, which was again coupled with zero debt. Net assets of £31.86 million are after the annual depreciation charge of £1.05 | 2 |
1cons | 60378590.txt_3 | 60378590.txt | .3p against the 100.7p reported a year ago. Trading Sales of distributed PC's were reported as having fallen over the first half of 2003. Also, the volume market place and inherent lack of commercial profitability over the past year required a review of the Group's operations at the end of 2002 and with it, a strategic change in general direction. With sales of volume PC's and most accessories continuing to lack adequate commercial returns, it is necessary that we evolve our business model to become more commercially viable. That entails re-enforcing our focus on key relationships, whilst shifting emphasis and investment further up both the technology and value chains. This change was commenced late last year and, albeit slowly, is progressing to plan. Our existing higher value activities have continued to perform in-line with market conditions. Disappointingly, the malaise of the volume markets has also been somewhat reflected in this area. The Balance Sheet Continued strong cash management during the period enabled the Group to end the year with a very strong £7.17 million (£8.59 million: 30th June 2002) net cash position at year-end, which was again coupled with zero debt. Net assets of £31.86 million are after the annual depreciation charge of £1.05 million, dividend payments of £977,000 and £174,000 spent on the re-purchase of 326,400 ordinary shares for cancellation. Stock levels reduced to £13.21 million from £14.59 million and stock turns also benefited with an increase from 16 to 17 times.
Page 5
CHAIRMAN'S STATEMENT
The Board After very many years association with the group, Graham Cole advised that his other commitments strained his ability to properly carry out his role as a non-executive director. We shall miss his input and wish his new venture every success. Dividend Reviewing dividend policy against the current background is difficult. With our strong cash management and net cash position, pending a return to realistic levels of trading, it is proposed that the final dividend be maintained at 2.0p (net). This would be at a cost to our reserves of £648,000. If approved, the proposed dividend will be payable on 9th January 2004 to members on the Register as at 19th December 2003. OUTLOOK Within any new constraints that might arise within the sector or economy, we have reasonable expectations and your Board is confident in the outcome for the year.
D.M. Phillips Chairman 18th September, | 3 |
1cons | 60378590.txt_b0 | 60378590.txt | such shares is 5p per share (exclusive of all expenses); (c) the maximum price which may be paid for such shares is, in respect of a share contracted to be purchased on any day, an amount (exclusive of expenses) equal to 105 per cent of the average middle market quotations of the Ordinary Shares of the Company as derived from the Daily Official List of The London Stock Exchange on the 10 dealing days immediately preceding the day on which the shares are contracted to be purchased; (d) the authority hereby conferred shall (subject to sub-clause (e) below) expire on the date of the next Annual General Meeting of the Company after the passing of this resolution; and (e) the Company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of such authority which will, or may be, executed wholly or partly after the expiry of such Authority, and may make a purchase of its own shares in pursuance of any such contracts. By Order of the Board
S. Yoganathan ACMA, Secretary 18th September 2003 Registered office: 1-3 Union Street, Kingston upon Thames, Surrey, KT1 1RP
Notes: (1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on a poll, vote instead of him or her. A proxy need not be a member of the Company. Completion and return of a form of proxy will not prevent a member from attending and voting at the meeting. (2) The instrument appointing a proxy and the power of attorney (if any) under which it is signed must be deposited at the offices of the Registrars of the Company, not less than forty-eight hours before the time of the meeting. (3) There will be available for inspection at the Registered Office of the Company during normal business hours from the date of this Notice until the date of the Annual General Meeting and, at the place of the Annual General Meeting, from at least fifteen minutes prior to and until the conclusion of the Annual General Meeting:
(a) copies of the executive Directors' service agreements with the Company; and (b) the Register of Directors' Interests.
Page 36
Northamber plc Namber House, 23 Davis Road, Chessington, Surrey, KT9 1HS
UK TEL: (+44) 020 8296 7000 FAX: (+44) 020 8296 7060 www.northamber.com
| 4 |
1cons | 60378590.txt_b1 | 60378590.txt | nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal problems under the laws of any territory or the requirements of any recognised regulatory body or stock exchange; and
(b) the allotment of equity securities (otherwise than pursuant to sub-paragraph (a)hereof) up to a maximum nominal value of £9,910;
and the power conferred by this resolution 7(2) shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would require such equity securities to be allotted after such expiry.
7 (3) THAT the Company be and is hereby unconditionally and generally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of 5p in the capital of the Company, provided that:
(a) the maximum number of shares hereby authorised to be acquired is 3,239,900 representing 10 percent of the present issued share capital;
Page 35
NOTICE OF MEETING
(b) the minimum price which may be paid for such shares is 5p per share (exclusive of all expenses); (c) the maximum price which may be paid for such shares is, in respect of a share contracted to be purchased on any day, an amount (exclusive of expenses) equal to 105 per cent of the average middle market quotations of the Ordinary Shares of the Company as derived from the Daily Official List of The London Stock Exchange on the 10 dealing days immediately preceding the day on which the shares are contracted to be purchased; (d) the authority hereby conferred shall (subject to sub-clause (e) below) expire on the date of the next Annual General Meeting of the Company after the passing of this resolution; and (e) the Company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of such authority which will, or may be, executed wholly or partly after the expiry of such Authority, and may make a purchase of its own shares in pursuance of any such contracts. By Order of the Board
S. Yoganathan ACMA, Secretary 18th September 2003 Registered office: 1-3 Union Street, Kingston upon Thames, Surrey, KT1 1RP
Notes: (1) A member entitled to attend and vote at the | 5 |
1cons | 60701067.txt_0 | 60701067.txt | Registered no: 3120707
Farsight plc Annual report for the year ended 31 May 2005
Farsight plc Financial statements for the year ended 31 May 2005
Directors and advisers Chief Executive's statement Directors' report Directors' remuneration report Statement of directors' responsibilities Independent auditors' report Consolidated profit and loss account Consolidated balance sheet Company balance sheet Consolidated cash flow statement Notes to the financial statements
Pages 1
2 - 3 4 - 6 7 - 9 10 11 - 12 13 14 15 16 17 34
Farsight plc
1
Directors and advisers
Directors
C R C Thomas (Chief Executive) T C Blanchard
Secretary and registered office
J G Hinds The Observatory Leofric Square Vicarage Farm Road Peterborough Cambridgeshire PE1 5TP
Registered auditors
PricewaterhouseCoopers LLP Princess House Princess Way Swansea SA1 5LH
Solicitors
M and A Solicitors Kenneth Pollard House 5-19 Cowbridge Road East Cardiff CF11 9AB
Bankers
Lloyds TSB Corporate Black Horse House Phoenix Way Swansea Enterprise Park Swansea SA7 9EQ
Stockbrokers
Rowan Dartington Colston Tower Colston Street Bristol BS1 4RD
Farsight plc
2
Chief Executive's Statement
Introduction
I am pleased to report that during the year ended 31 May 2005 Farsight's business has continued to expand with sales revenues meeting plan. Operating costs are lower than last year and this, together with increased sales growth, has resulted in an improved financial result.
We continue to focus our efforts around increased sales in our core cctv monitoring business with cost containment being a priority.
The Board has undertaken a strategic review of the business to accelerate it towards profitability. In this regard the Board divested itself of its continuing investment in the esurveillance suite of software and has focused the business upon delivering a high quality, managed monitoring service, utilising the e-surveillance platform. With government regulations today increasingly affecting the UK security industry and the increasing demand for remote monitoring services, the Board believes that Farsight is well-placed to take advantage of this changing operating environment.
Results for the year
Turnover increased by approximately 50% to £1,172,000 (2004: £777,000).
The operating loss on all operations was reduced to £ | 0 |
1cons | 60701067.txt_1 | 60701067.txt | brokers
Rowan Dartington Colston Tower Colston Street Bristol BS1 4RD
Farsight plc
2
Chief Executive's Statement
Introduction
I am pleased to report that during the year ended 31 May 2005 Farsight's business has continued to expand with sales revenues meeting plan. Operating costs are lower than last year and this, together with increased sales growth, has resulted in an improved financial result.
We continue to focus our efforts around increased sales in our core cctv monitoring business with cost containment being a priority.
The Board has undertaken a strategic review of the business to accelerate it towards profitability. In this regard the Board divested itself of its continuing investment in the esurveillance suite of software and has focused the business upon delivering a high quality, managed monitoring service, utilising the e-surveillance platform. With government regulations today increasingly affecting the UK security industry and the increasing demand for remote monitoring services, the Board believes that Farsight is well-placed to take advantage of this changing operating environment.
Results for the year
Turnover increased by approximately 50% to £1,172,000 (2004: £777,000).
The operating loss on all operations was reduced to £639,000 (2004: £1,375,000). The operating loss for the 2005 financial year is stated after charging £265,000 in respect of the impairment of tangible fixed assets (2004: impairment of goodwill £596,000).
No dividend is recommended.
Funding
The directors' have reviewed the funding requirements and have taken the following measures:
The financial statements include details of financial support agreed with a concert party of investors (details are given in notes 2 and 19 to the financial statements). Prior to the 2005 financial year end Farsight Plc had drawn down the whole of its facility of £750,000 agreed with the "concert party" investors on conditional secured convertible loans.
The "concert party" investors entered into a Deed of Variation with the company on 28th November 2005 to extend the Conditional Secured Convertible Loan Agreement for an additional period of two years to 28th November 2007. The conversion rights into ordinary shares shall, if exercised, be subject to the "concert party" complying with the rules of the City Code on Takeovers and Mergers, which, because the extension to the conversion rights has not been subject to a Rule 9 whitewash waiver, may mean that upon exercise the "concert | 1 |
1cons | 60701067.txt_2 | 60701067.txt | 639,000 (2004: £1,375,000). The operating loss for the 2005 financial year is stated after charging £265,000 in respect of the impairment of tangible fixed assets (2004: impairment of goodwill £596,000).
No dividend is recommended.
Funding
The directors' have reviewed the funding requirements and have taken the following measures:
The financial statements include details of financial support agreed with a concert party of investors (details are given in notes 2 and 19 to the financial statements). Prior to the 2005 financial year end Farsight Plc had drawn down the whole of its facility of £750,000 agreed with the "concert party" investors on conditional secured convertible loans.
The "concert party" investors entered into a Deed of Variation with the company on 28th November 2005 to extend the Conditional Secured Convertible Loan Agreement for an additional period of two years to 28th November 2007. The conversion rights into ordinary shares shall, if exercised, be subject to the "concert party" complying with the rules of the City Code on Takeovers and Mergers, which, because the extension to the conversion rights has not been subject to a Rule 9 whitewash waiver, may mean that upon exercise the "concert party" is required to make a mandatory offer for the Company.
The directors are satisfied that with the financial support provided sufficient funds are available to the Group in order that a return to a net cash generating position can be achieved.
Farsight plc
3
Trading review
Developing our corporate customer base is a sales priority and the BuildSecure product introduced last year has been well received by a number of well known national house builders to whom we are increasing sales month on month. A number of national motor dealerships are using IP based monitoring services which is helping them to reduce loss through petty crime.
Our operation has achieved the new BS8418 accreditation, the first in the UK. We have also signed up to the Security Industry Association, a new government backed organisation designed to improve standards in the industry. Our operating staff are in the process of being trained to achieve the new licensing arrangements which must be in place by April 2006. We have applied for approved contractor status with the SIA and should obtain this early in 2006.
These new regulatory requirements will have an impact on the security industry and are likely to be problematic to smaller or less well developed operators. Analysts suggest that some consolidation in the industry is inevitable leaving Fars | 2 |
1cons | 60701067.txt_3 | 60701067.txt | party" is required to make a mandatory offer for the Company.
The directors are satisfied that with the financial support provided sufficient funds are available to the Group in order that a return to a net cash generating position can be achieved.
Farsight plc
3
Trading review
Developing our corporate customer base is a sales priority and the BuildSecure product introduced last year has been well received by a number of well known national house builders to whom we are increasing sales month on month. A number of national motor dealerships are using IP based monitoring services which is helping them to reduce loss through petty crime.
Our operation has achieved the new BS8418 accreditation, the first in the UK. We have also signed up to the Security Industry Association, a new government backed organisation designed to improve standards in the industry. Our operating staff are in the process of being trained to achieve the new licensing arrangements which must be in place by April 2006. We have applied for approved contractor status with the SIA and should obtain this early in 2006.
These new regulatory requirements will have an impact on the security industry and are likely to be problematic to smaller or less well developed operators. Analysts suggest that some consolidation in the industry is inevitable leaving Farsight well placed to make some acquisitions to complement continued organic growth.
Subsequent to the financial year end, intellectual property rights relating to e-surveillance technologies were disposed of by the Group. An amount of £50,000 was received by the Group as consideration for this disposal. Further details are given in the financial statements.
Board of Directors
On the 8th June 2005 Alan Wix stepped down as Chairman of Farsight Plc. On behalf of all shareholders and the board of Farsight Plc I would like to thank him for his commitment and services made to the Company.
On the 8th June Thomas Charles Blanchard, operations director, was appointed to the main board. Farsight intends to seek and appoint a new Chairman and further strengthen its board in the near future.
Conclusion
The difficult decisions made in recent years to cut costs, restructure and re-focus the business is allowing us to ensure that sales growth is effectively supported by efficient ongoing operations.
Maintaining a fruitful long term relationship with our clients is based on the provision of a quality service delivered by well trained staff, therefore we continue to invest in training and development.
Our focus is the achievement of sales growth and cost containment. Our immediate | 3 |
1cons | 60701067.txt_b0 | 60701067.txt | Interest rate risk profile: The interest rate risk profile of the group's financial liabilities was as follows:
Sterling Obligations under finance leases Bank borrowings Secured convertible loans As at 31 May 2005
Fixed rate financial liabilities
£'000
Floating rate
financial liabilities
£'000
Financial liabilities on
which no interest is
paid
£'000
-
-
-
-
64
-
-
-
750
-
64
750
Total
£'000 -
64 750 814
As at 31 May 2004
15
37
450
502
Maturity: The maturing profile of obligations under finance leases and the terms of secured convertible loans are shown in Notes 20 and 19 respectively. Undrawn facilities under secured convertible loans are also detailed in Note 19.
Currency risk
All financial assets and liabilities are denominated in sterling.
Hedges of future transactions
No forward contracts were undertaken during the year and there were no such contracts held at 31 May 2005.
Fair value of financial instruments
At 31 May 2005 and 31 May 2004, there was no material difference between the book value and the fair value of the group's financial assets and liabilities, because of their short period to maturity.
Farsight plc
34
32 Post-balance sheet event
Subsequent to the balance sheet date, on 8 June 2005 Farsight plc disposed of two dormant subsidiary undertakings, e-surveillance Limited and e-surveillance Software Limited ("the subsidiaries"). On 15 June 2005 the group's intellectual property rights relating to its esurveillance technology were disposed of to e-surveillance Limited, for a consideration of £50,000.
The agreement reached with the buyer of the subsidiaries was that further consideration may become payable to Farsight plc should the shares or the business of the subsidiaries be sold within a three year period from 8 June 2005. This further consideration would be 20% of the consideration receivable for any disposal, less costs expended in developing the business, including the software acquired, together with reasonable professional costs and disbursements incurred by the buyer of the subsidiaries and or the subsidiaries in connection with any such disposal.
33 Ultimate controlling party
There is no ultimate controlling party of Farsight plc.
| 4 |
1cons | 60701067.txt_b1 | 60701067.txt | is made in note 19.
A T G Wix who was a director of the company throughout the year ended 31 May 2005 and until the date of his resignation on 8 June 2005 purchased a motor vehicle from the company during the financial year at arm's length for a consideration of £13,000.
31 Financial instruments
The group does not utilise complex or traded financial instruments.
The group's primary objectives in using financial instruments are:
i) the maximisation of interest receivable from cash deposits; and
ii) the minimisation of interest payable on those borrowings necessary to provide the group with sufficient working capital and to finance capital expenditure.
The group does not currently face any material foreign currency risks in respect of its trading activities, although currency exposures are reviewed regularly, the group's policy is to hedge major currency risks so as to minimise the uncertainty of any impact on the group's financial statements in respect of currency fluctuations. The group has no investment in overseas operations, and has no currency exposure in respect of undrawn committed borrowing facilities as at 31 May 2005 or 31 May 2004.
Farsight plc
33
31 Financial instruments (continued)
Financial liabilities
Interest rate risk profile: The interest rate risk profile of the group's financial liabilities was as follows:
Sterling Obligations under finance leases Bank borrowings Secured convertible loans As at 31 May 2005
Fixed rate financial liabilities
£'000
Floating rate
financial liabilities
£'000
Financial liabilities on
which no interest is
paid
£'000
-
-
-
-
64
-
-
-
750
-
64
750
Total
£'000 -
64 750 814
As at 31 May 2004
15
37
450
502
Maturity: The maturing profile of obligations under finance leases and the terms of secured convertible loans are shown in Notes 20 and 19 respectively. Undrawn facilities under secured convertible loans are also detailed in Note 19.
Currency risk
All financial assets and liabilities are denominated in sterling.
Hedges of future transactions
No forward contracts were undertaken during the year and there were no such contracts held at 31 May 2005.
Fair value of financial instruments
At 31 May 2005 and | 5 |
1cons | 61856874.txt_0 | 61856874.txt | le 07/06/2013 à 07:12
2012
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
CONTENTS
GROUP PROFILE
2
Groupe SEB, in touch with changing times
2
1
PRESENTATION OF THE GROUP AFR
3
1.1. Key figures
4
1.2. Milestones in the history of the Group
5
1.3. Business sectors
7
1.4. Group strategy
9
2
1.5. Risk management
CORPORATE GOVERNANCE
13
21
2.1. Board of directors
22
2.2. Organisation and operation of the Board
of Directors
28
2.3. Group management bodies
31
2.4. Remuneration and benefits
32
2.5. Chairman's report on internal control
38
2.6. Statutory auditors' report
43
3 CORPORATE SOCIAL RESPONSIBILITY
45
3.1. Challenges of Groupe SEB
46
3.2. Reporting process
49
3.3. Social indicators
50
3.4. Corporate responsibility indicators
61
3.5. Environmental indicators
63
3.6. Report based on the review by a statutory
auditor of a selection of corporate social
responsibility indicators
68
3.7. Declaration by a Statutory Auditor
regarding the presence of corporate social
responsibility information
70
4 COMMENTARY ON THE FINANCIAL YEAR AFR
71
4.1. 2012 highlights
72
4.2. Commentary on 2012 consolidated sales
75
4.3. Commentary on the consolidated results
80
4.4. Outlook
84
4.5. Financial review of SEB S.A.
85
5 CONSOLIDATED FINANCIAL STATEMENTS AFR
87
5.1. Financial summary
88
5.2. Consolidated ratios
89
5 | 0 |
1cons | 61856874.txt_1 | 61856874.txt | SIBILITY
45
3.1. Challenges of Groupe SEB
46
3.2. Reporting process
49
3.3. Social indicators
50
3.4. Corporate responsibility indicators
61
3.5. Environmental indicators
63
3.6. Report based on the review by a statutory
auditor of a selection of corporate social
responsibility indicators
68
3.7. Declaration by a Statutory Auditor
regarding the presence of corporate social
responsibility information
70
4 COMMENTARY ON THE FINANCIAL YEAR AFR
71
4.1. 2012 highlights
72
4.2. Commentary on 2012 consolidated sales
75
4.3. Commentary on the consolidated results
80
4.4. Outlook
84
4.5. Financial review of SEB S.A.
85
5 CONSOLIDATED FINANCIAL STATEMENTS AFR
87
5.1. Financial summary
88
5.2. Consolidated ratios
89
5.3. Financial statements
90
6
5.4. Notes to the Consolidated Financial
Statements
95
5.5. Statutory auditors' report on the
Consolidated Financial Statements
151
COMPANY FINANCIAL
STATEMENTS AFR
153
6.1. Financial statements
154
6.2. Notes to the company financial statements 157
6.3. Five-year financial summary
168
6.4 Statutory auditors' report on the financial
statements
169
7 8 9
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL AFR
7.1. General information concerning SEB S.A. 7.2. General information on share capital 7.3. Financial authorisations 7.4. Employee shareholding 7.5. Stock market and dividend information
171
172 174 178 179 182
GENERAL MEETING
185
8.1. Report of the Board of Directors
on the resolutions proposed to the Annual
General Meeting of 14 May 2013 AFR
186
8. | 1 |
1cons | 61856874.txt_2 | 61856874.txt | .3. Financial statements
90
6
5.4. Notes to the Consolidated Financial
Statements
95
5.5. Statutory auditors' report on the
Consolidated Financial Statements
151
COMPANY FINANCIAL
STATEMENTS AFR
153
6.1. Financial statements
154
6.2. Notes to the company financial statements 157
6.3. Five-year financial summary
168
6.4 Statutory auditors' report on the financial
statements
169
7 8 9
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL AFR
7.1. General information concerning SEB S.A. 7.2. General information on share capital 7.3. Financial authorisations 7.4. Employee shareholding 7.5. Stock market and dividend information
171
172 174 178 179 182
GENERAL MEETING
185
8.1. Report of the Board of Directors
on the resolutions proposed to the Annual
General Meeting of 14 May 2013 AFR
186
8.2. Statutory auditors' special report
on regulated agreements and commitments
with third parties
189
8.3. Proposed resolutions
191
ADDITIONAL INFORMATION 201
9.1. Consultation of legal documents
202
9.2. Declaration by the person responsible
for the Registration Document containing
the Annual Financial Report AFR
203
9.3. Statutory auditors and audit fees AFR
204
9.4. Cross-reference table for the Annual Financial Report and Management Report 206
9.5. Cross-reference table for the Registration
Document
208
9.6. Cross-reference table, Grenelle II,
GRI and global compact
211
Notes
215
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
Items in the Annual Financial Report are identified in the contents with the help of the AFR symbol AFR
Financial report
2012 ANrDegistration
document
This Registration Document was filed with the French Financial Markets Authority (Autorité des march | 2 |
1cons | 61856874.txt_3 | 61856874.txt | 2. Statutory auditors' special report
on regulated agreements and commitments
with third parties
189
8.3. Proposed resolutions
191
ADDITIONAL INFORMATION 201
9.1. Consultation of legal documents
202
9.2. Declaration by the person responsible
for the Registration Document containing
the Annual Financial Report AFR
203
9.3. Statutory auditors and audit fees AFR
204
9.4. Cross-reference table for the Annual Financial Report and Management Report 206
9.5. Cross-reference table for the Registration
Document
208
9.6. Cross-reference table, Grenelle II,
GRI and global compact
211
Notes
215
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
Items in the Annual Financial Report are identified in the contents with the help of the AFR symbol AFR
Financial report
2012 ANrDegistration
document
This Registration Document was filed with the French Financial Markets Authority (Autorité des marchés financiers or AMF) on 2 April 2013, in accordance with Article 212-13 of the AMF's general regulations. It may be used as a basis for financial transactions if it is accompanied by an AMF information memorandum. This document was drawn up by and is the responsibility of the issuer and the Chairman and CEO. This Registration Document is available on the Groupe SEB website, www.groupeseb.com and on the AMF website, www.amf-france.org.
1 Financial Report and Registration Document 2012 - GROUPE SEB
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
Group profile
Groupe SEB, in touch with changing times
REVENUE
4,060 M + 2.4%
OPERATING RESULT FROM ACTIVITY
415 M
- 8.7%
PROFIT FOR THE PERIOD
194 M
- 17.7%
NET DEBT*
556 M - 117M
CAPITAL EXPENDITURE
128 M
- 2.2%
EMPLOYE | 3 |
1cons | 61856874.txt_b0 | 61856874.txt | Suppliers Suppliers
SO 2-4/
10
SO7/SO8
PR1/PR2
SO7
page 61 page 48
page 203
page 60
pages 56, 70 and 71
Our commitments Consumers
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
214 GROUPE SEB - Financial Report and Registration Document 2012
NOTES
9 Additional information Notes
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
9
215 Financial Report and Registration Document 2012 - GROUPE SEB
9 Additional information Notes NOTES
216 GROUPE SEB - Financial Report and Registration Document 2012
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
FINANCIAL AGENDA 2013
23 APRIL AFTER 5:40 PM (FT)
2013 first quarter sales and financial data
14 MAY AT 2:30 PM (FT)
Annual General Shareholders' Meeting in Paris (at the Paris Bourse)
21 MAY
Payment of dividend
25 JULY AT 06:30 AM (FT)
2013 half-year sales & trading results
22 OCTOBER AFTER 5:40 PM (FT)
2013 nine-months sales and financial data Internet publication dates and times
Groupe SEB Les 4 M chemin du Petit-Bois BP 172 69134 Écully Cedex France www.groupeseb.com
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
This document is printed in compliance with ISO 14001.2004 for an environment management system. Photos: Photothèque Groupe SEB, dixdix, PHOTO OJO, gettyimages Kemal BAS, JGI/Jamie Grill.
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
Les 4 M - Chemin du Petit Bois - BP 172 69134 Ecully Cedex France +33 (0)4 72 18 18 18 www.groupeseb.com
| 4 |
1cons | 61856874.txt_b1 | 61856874.txt | R factors in relations with suppliers and contractors
Fair business practices
Actions taken to prevent corruption
Measures taken in favour of consumer health and safety
Anti-competitive practices
Total number of legal proceedings for anti-competitive practices, violation of anti-trust laws and monopolistic practices; results of these proceedings
3.b-1 3.b-2
3.c-1 3.c-2
3.d-1 3.d-2
Global GRI 3.1 Compact
Reference
Corporate
and Sustainable
Registration Development
Document
report
Website
EC8/EC9
EC1/EC6/ SO1/SO9/
SO10
page 47 page 47
pages 56 and 69
pages 68 and 69
Civil society Civil society
EC1
pages 46 and 47 pages 66 to 69
Civil society
pages 47 and 61 pages 66 to 69
Civil society,
Corporate Foundation
EC6/HR2/ HR 5-7
pages 46 and 61 1 and 2 pages 46 and 61
pages 56, 60 and 61
pages 56, 60 and 61
Suppliers Suppliers
SO 2-4/
10
SO7/SO8
PR1/PR2
SO7
page 61 page 48
page 203
page 60
pages 56, 70 and 71
Our commitments Consumers
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
214 GROUPE SEB - Financial Report and Registration Document 2012
NOTES
9 Additional information Notes
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
9
215 Financial Report and Registration Document 2012 - GROUPE SEB
9 Additional information Notes NOTES
216 GROUPE SEB - Financial Report and Registration Document 2012
WorldReginfo - c87e707e-19e8-4664-b454-6dd242f85155
FINANCIAL AGENDA 2013
23 APRIL AFTER 5:40 PM (FT)
2013 first quarter sales and financial data
14 MAY AT 2:30 PM (FT)
Annual General Shareholders' | 5 |
1cons | 61494079.txt_0 | 61494079.txt | 22001009 Annual
Report
President's statement > 3
CIC ended 2010 with net income of 1,144 million.
Building on the skills and know-how of its 21,000 employees attending to the needs of nearly 4.4 million clients, CIC posted strong gains in loans and deposits, and also in insurance, remote banking, video surveillance and telephony.
Private individuals, associations, self-employed professionals and corporates (CIC is banker to one in three businesses in France) all benefited from personalized support for their projects, and this is reflected in the figures, with retail banking investment lending up by 8.8% and home loans up by 7.6%.
In an economic climate in which businesses need help to create jobs, effective early 2011 CIC has brought its capital structuring activities together under CM-CIC Capital Finance. As France's second biggest bank-owned private equity operator, with 2.6 billion in assets under management and more than 500 equity holdings in its own name, this organization enjoys close relations with regional SMEs, which it is well placed to assist in their expansion in France and abroad.
The cost/income ratio improved to 61% thanks to sales growth, productivity gains and control of overheads.
With 27.6 billion in Tier 1 capital (up by 8.4%), its parent company Crédit Mutuel posts a Tier 1 solvency ratio of 11.5%. This is recognized, as the Crédit Mutuel-CIC group is the only French bank whose rating has not been downgraded by the international agencies in the last three years. This financial strength is fundamental, serving as it does as a guarantee of the institution's durability and of safety for its clients.
This is complemented by dynamism associated with: · the quality, motivation and continuous training of its employees; · the use of effective tools; · a strategy based on proximity and trust. These successes have been recognized: Crédit Mutuel-CIC was named "Bank of the Year in France" by the magazine The Banker and won first prize in the banks category at the BearingPoint-TNS Sofres Customer Relations Podium.
CIC faces the future with confidence and determination. It continues to strive to improve its network and enrich its offering in all its markets.
Thanks to a responsive organization which puts customer service and support for job-creating businesses at the top of its list of concerns, it is more determined than ever to | 0 |
1cons | 61494079.txt_1 | 61494079.txt | heads.
With 27.6 billion in Tier 1 capital (up by 8.4%), its parent company Crédit Mutuel posts a Tier 1 solvency ratio of 11.5%. This is recognized, as the Crédit Mutuel-CIC group is the only French bank whose rating has not been downgraded by the international agencies in the last three years. This financial strength is fundamental, serving as it does as a guarantee of the institution's durability and of safety for its clients.
This is complemented by dynamism associated with: · the quality, motivation and continuous training of its employees; · the use of effective tools; · a strategy based on proximity and trust. These successes have been recognized: Crédit Mutuel-CIC was named "Bank of the Year in France" by the magazine The Banker and won first prize in the banks category at the BearingPoint-TNS Sofres Customer Relations Podium.
CIC faces the future with confidence and determination. It continues to strive to improve its network and enrich its offering in all its markets.
Thanks to a responsive organization which puts customer service and support for job-creating businesses at the top of its list of concerns, it is more determined than ever to play an active part in meeting the financing needs of the economy as far as possible.
Michel Lucas President of the Executive Board
CONTENTS
5 CIC profile 6 Key consolidated figures
> 7 REVIEW OF OPERATIONS
8 CIC simplified organization chart 10 Retail banking 18 Financing and capital markets activities 23 Private banking 26 Private equity 28 Regional and international directory
> 31 CORPORATE GOVERNANCE
32 Supervisory Board 35 Executive Board 36 Information concerning members
of the Executive Board and the Supervisory Board 49 Variable remuneration of professionals forming part of the "regulated population" 49 General Meeting of Shareholders
> 50 SUSTAINABLE DEVELOPMENT
51 Ethics and compliance 51 Internal control 52 Report of the Chairman of the Supervisory
Board on internal control procedures 60 Human resources 60 Technological capabilities 6 1 Client relations 62 Shareholder relations
> 63 FINANCIAL INFORMATION
64 Consolidated financial statements 132 Financial statements of the bank
> 173 LEGAL INFORMATION
174 Combined General Shareholders' Meeting of May 19, 2011
197 Additional information 202 Miscellaneous 204 Person responsible for the registration
document (document de référence) and Statutory Auditors
205 Cross-reference table
This registration document also | 1 |
1cons | 61494079.txt_2 | 61494079.txt | play an active part in meeting the financing needs of the economy as far as possible.
Michel Lucas President of the Executive Board
CONTENTS
5 CIC profile 6 Key consolidated figures
> 7 REVIEW OF OPERATIONS
8 CIC simplified organization chart 10 Retail banking 18 Financing and capital markets activities 23 Private banking 26 Private equity 28 Regional and international directory
> 31 CORPORATE GOVERNANCE
32 Supervisory Board 35 Executive Board 36 Information concerning members
of the Executive Board and the Supervisory Board 49 Variable remuneration of professionals forming part of the "regulated population" 49 General Meeting of Shareholders
> 50 SUSTAINABLE DEVELOPMENT
51 Ethics and compliance 51 Internal control 52 Report of the Chairman of the Supervisory
Board on internal control procedures 60 Human resources 60 Technological capabilities 6 1 Client relations 62 Shareholder relations
> 63 FINANCIAL INFORMATION
64 Consolidated financial statements 132 Financial statements of the bank
> 173 LEGAL INFORMATION
174 Combined General Shareholders' Meeting of May 19, 2011
197 Additional information 202 Miscellaneous 204 Person responsible for the registration
document (document de référence) and Statutory Auditors
205 Cross-reference table
This registration document also serves as an annual report.
CIC profile > 5
CIC, the holding company and network bank serving the Paris region, comprises five regional banks and specialist entities covering all areas of finance and insurance both in France and abroad.
4,369,747 clients, including:
3,635,585 individuals 66,451 associations 557,048 self-employed
professionals
110,461 corporates
20,611 employees
2,117 branches in France 3 foreign branches and 36 foreign
representative offices
Figures as of December 31, 2010
6 > Key consolidated figures
IN MILLIONS
10.2 % 10.8 %
13.2 %
11.6 %
8,996 9,879
235,597 242,036
2%
2009 2010 TOTAL ASSETS
2009 2010
SHAREHOLDERS' EQUITY (incl. minority interests)
2009 2010 RETURN ON EQUITY
2009 2010
TIER 1 SOLVENCY RATIO
120,719 127,462
76,933 91,326 209,951 220,162
27,519 29,936
| 2 |
1cons | 61494079.txt_3 | 61494079.txt | serves as an annual report.
CIC profile > 5
CIC, the holding company and network bank serving the Paris region, comprises five regional banks and specialist entities covering all areas of finance and insurance both in France and abroad.
4,369,747 clients, including:
3,635,585 individuals 66,451 associations 557,048 self-employed
professionals
110,461 corporates
20,611 employees
2,117 branches in France 3 foreign branches and 36 foreign
representative offices
Figures as of December 31, 2010
6 > Key consolidated figures
IN MILLIONS
10.2 % 10.8 %
13.2 %
11.6 %
8,996 9,879
235,597 242,036
2%
2009 2010 TOTAL ASSETS
2009 2010
SHAREHOLDERS' EQUITY (incl. minority interests)
2009 2010 RETURN ON EQUITY
2009 2010
TIER 1 SOLVENCY RATIO
120,719 127,462
76,933 91,326 209,951 220,162
27,519 29,936
2009 2010 CUSTOMER LOANS
2009 2010 CUSTOMER DEPOSITS
(1) At month-end including financial securities issued.
2009 2010
SAVINGS MANAGED AND HELD IN CUSTODY(1)
2009 2010 LIFE INSURANCE
RESULTS
Net banking income Operating income Net income attributable to group Cost/income ratio
Source: consolidated financial statements.
2010 4,637 1,370
1,115 61%
2009 4,687 1,055
801 59%
Review of
Operations
8 Simplified organization chart 10 Retail banking 18 Financing and capital markets 23 Private banking 26 Private equity 28 Regional and international directory
8 > REVIEW OF OPERATIONS
CIC
Banking network
100%
CIC Nord Ouest
100%
CIC Ouest
100%
CIC Sud Ouest
100%
CIC Est
100%
CIC Lyonnaise de Banque
Private banking (1)
100%
CIC Banque Transatlantique
62.7%
Dubly Douilhet
100%
Ban | 3 |
1cons | 61494079.txt_b0 | 61494079.txt | financial statements, management report and Statutory Auditors' report on the consolidated financial statements for the year ended December 31, 2008, presented on pages 64 to 137 and page 188 respectively of registration document (document de référence) D. 09-0316, filed with the AMF on April 27, 2009.
The chapters of registration documents D. 10-0352 and D. 09-0316 not referred to above are either not relevant for the investor, or are covered elsewhere in this registration document.
This registration document was filed with the Autorité des marchés financiers on April 26, 2011, pursuant to Article 212-13 of the AMF's General Regulations.
It may only be used in connection with a financial transaction if it is accompanied by a memorandum approved by the AMF. This document was prepared by the issuer and is binding on its signatories.
Website: www.cic.fr
Persons responsible for information Hervé Bressan - Financial Director Tel: +33 1 45 96 81 90
Bruno Brouchiquan Communications Director Tel: +33 1 45 96 92 20
Published by CIC
External Relations Department
Designed and produced by Vivacitas Photo credits Caroline Doutre
The English-language version of this annual report is a translation of the original French text provided for information purposes only. It is not in any event a binding document. In the event of a conflict of interest, reference should be made to the French version, which is the authentic text. The Auditors' report applies to the French version of the Executive Board Report and the financial statements.
48$/ 3()&
Control chain guaranteeing the traceability of paper from a sustainably-managed forest to the printed document.
CIC, a French limited company (société anonyme) with an Executive Board and a Supervisory Board and share capital of 608,439,888 6 avenue de Provence, 75009 Paris - Tel. +33 1 45 96 96 96 - Fax +33 1 45 96 96 66 - Telex 688314 CICP - swift cmcifrpp - website: http://www.cic.fr Bank governed by Article L.511-1 of the French Monetary and Financial Code - Registered with the Paris Trade and Companies Registry under no. 542 016 381
Postal address: 75452 Paris Cedex 09
| 4 |
1cons | 61494079.txt_b1 | 61494079.txt | -202
21 Additional information
130 / 197-200 / 202-203
22 Material contracts
N/A
23 Third party information, statements by experts and declarations of interest
N/A
24 Documents on display
62 / 205
25 Information on holdings
201
Cross-reference table for the information required in the annual financial report
1
Declaration by the person responsible for the registration document
2 Management reports
3 Financial statements
Pages
204 64-83 / 132-133 84-131 / 134-163
In accordance with Article 28 of European Regulation no. 809-2004 on prospectuses and Article 212-11 of the general regulations issued by the French securities regulator (Autorité des marchés financiers AMF), the following are incorporated by reference:
· the consolidated financial statements, management report and Statutory Auditors' report on the consolidated financial statements for the year ended December 31, 2009, presented on pages 64 to 131 and page 179 respectively of the registration document (document de référence) D. 10-0352, filed with the AMF on April 29, 2010;
· the consolidated financial statements, management report and Statutory Auditors' report on the consolidated financial statements for the year ended December 31, 2008, presented on pages 64 to 137 and page 188 respectively of registration document (document de référence) D. 09-0316, filed with the AMF on April 27, 2009.
The chapters of registration documents D. 10-0352 and D. 09-0316 not referred to above are either not relevant for the investor, or are covered elsewhere in this registration document.
This registration document was filed with the Autorité des marchés financiers on April 26, 2011, pursuant to Article 212-13 of the AMF's General Regulations.
It may only be used in connection with a financial transaction if it is accompanied by a memorandum approved by the AMF. This document was prepared by the issuer and is binding on its signatories.
Website: www.cic.fr
Persons responsible for information Hervé Bressan - Financial Director Tel: +33 1 45 96 81 90
Bruno Brouchiquan Communications Director Tel: +33 1 45 96 92 20
Published by CIC
External Relations Department
Designed and produced by Vivacitas | 5 |
1cons | 61043965.txt_0 | 61043965.txt | Annual Report
Year Ended 31 December 2007
Contents
Page
Financial Highlights
1
Positioning and Strategy
2-3
Chairman's Statement
4-8
Cello Research and Consulting
9-11
Cello Response
12-13
Directors' Report
14-17
Corporate Governance
18-19
Report of the Remuneration Committee
20-23
Independent Auditors' Report
24-25
Consolidated Income Statement
26
Consolidated Balance Sheet
27
Consolidated Cash Flow Statement
28
Statement of Changes in Equity
29
Consolidated Financial Statements Accounting Policies 30-33
Notes to the Consolidated Financial Statements
34-71
Company Balance Sheet
72
Company Financial Statements Accounting Policies
73
Notes to the Company Financial Statements
74-79
Notice of Annual General Meeting
80-83
Directors
84-85
Advisers
86
Group Directory
87-88
Financial Highlights
· Revenue up 45.0% to £108.3m (2006: £74.7m) · Operating income up 46.4% to £56.8m (2006: £38.8m) · Like-for-like operating income growth of 16.1% (2006: 15.7%) · Like-for-like operating profit growth of 7.1% (2006: 27.3%) · Headline profit before tax up 28.8% to £7.6m (2006: £5.9m) · Basic headline earnings per share up 19.8% to 15.06p (2006: 12.57p) · Headline operating cash flow conversion strong at 97% · Net debt of £5.8m (2006: £1.1m) · Full year dividend up 20% to 1.2p (2006: 1.0p) · Encouraging start to year and good forward visibility for 2008 · Like-for-like operating income up 13.8% in first two months of 2008
3
Positioning and Strategy
Cello Group plc now has a leadership position in two of the fastest growing and most dynamic sub-sectors | 0 |
1cons | 61043965.txt_1 | 61043965.txt | Financial Highlights
· Revenue up 45.0% to £108.3m (2006: £74.7m) · Operating income up 46.4% to £56.8m (2006: £38.8m) · Like-for-like operating income growth of 16.1% (2006: 15.7%) · Like-for-like operating profit growth of 7.1% (2006: 27.3%) · Headline profit before tax up 28.8% to £7.6m (2006: £5.9m) · Basic headline earnings per share up 19.8% to 15.06p (2006: 12.57p) · Headline operating cash flow conversion strong at 97% · Net debt of £5.8m (2006: £1.1m) · Full year dividend up 20% to 1.2p (2006: 1.0p) · Encouraging start to year and good forward visibility for 2008 · Like-for-like operating income up 13.8% in first two months of 2008
3
Positioning and Strategy
Cello Group plc now has a leadership position in two of the fastest growing and most dynamic sub-sectors of the marketing mix, namely specialist research and response communications. International demand for high-end research capability has been growing at 6% in response to ever more complex market related issues for clients. Response media have similarly been showing growth in excess of 5%, as clients switch spend to more accountable and direct areas of the marketing mix. This is in stark contrast to growth in overall marketing services of less than 4%.
In both research and response, the markets are rapidly evolving down the path of client sector specialisation. The market for healthcare, public sector, business-tobusiness, retail and consumer research is now specialised. Cello has structured its offering along these lines and this is now paying dividends. The same is true of response in the areas of charities, financial services, public sector and consumer. Our organisational principle as a business is that of client sector specialisation.
Cello's business has been expanding most rapidly in international markets, which now account for over 20% of Group revenues and profits. The internationalisation of revenues is most marked in research and consulting
where it accounts for nearly half our revenues. Following on from five office startups in New Jersey, Basel, New York, Chicago and most recently San Francisco, we will continue to invest | 1 |
1cons | 61043965.txt_2 | 61043965.txt | of the marketing mix, namely specialist research and response communications. International demand for high-end research capability has been growing at 6% in response to ever more complex market related issues for clients. Response media have similarly been showing growth in excess of 5%, as clients switch spend to more accountable and direct areas of the marketing mix. This is in stark contrast to growth in overall marketing services of less than 4%.
In both research and response, the markets are rapidly evolving down the path of client sector specialisation. The market for healthcare, public sector, business-tobusiness, retail and consumer research is now specialised. Cello has structured its offering along these lines and this is now paying dividends. The same is true of response in the areas of charities, financial services, public sector and consumer. Our organisational principle as a business is that of client sector specialisation.
Cello's business has been expanding most rapidly in international markets, which now account for over 20% of Group revenues and profits. The internationalisation of revenues is most marked in research and consulting
where it accounts for nearly half our revenues. Following on from five office startups in New Jersey, Basel, New York, Chicago and most recently San Francisco, we will continue to invest in the expansion of our overseas activity, focusing primarily on the US, Europe and Asia.
The growing relevance of the internet to research and response has also given us an edge versus more traditional players. Response media responds well to the integration of online capability in the direct communications mix. Our two digital response businesses, Oomph and Blonde, now employ between them over forty people. Similarly, our field management resource, operating as Kudos and FML, have been quick to grow their online interview and data collection capabilities. Combined with our more pure digital research businesses, Digital People, nqual and Headbox, we anticipate that this rapid migration online will continue.
Our strategy as a Group remains to further reinforce our positioning in research and response during 2008 and beyond; namely:
· Sustain high levels of organic growth from existing and new clients
· Continue to add professionals at all levels of the organisation
4
· Continue to innovate in the services we offer, including start-up ventures, minority holdings and online capability
· Continue to organically expand overseas
· Continue to acquire leading businesses that reinforce our current positioning
· To do so with prudent financing
We are both a specialist provider and also a provider of scale. Cello is now the | 2 |
1cons | 61043965.txt_3 | 61043965.txt | in the expansion of our overseas activity, focusing primarily on the US, Europe and Asia.
The growing relevance of the internet to research and response has also given us an edge versus more traditional players. Response media responds well to the integration of online capability in the direct communications mix. Our two digital response businesses, Oomph and Blonde, now employ between them over forty people. Similarly, our field management resource, operating as Kudos and FML, have been quick to grow their online interview and data collection capabilities. Combined with our more pure digital research businesses, Digital People, nqual and Headbox, we anticipate that this rapid migration online will continue.
Our strategy as a Group remains to further reinforce our positioning in research and response during 2008 and beyond; namely:
· Sustain high levels of organic growth from existing and new clients
· Continue to add professionals at all levels of the organisation
4
· Continue to innovate in the services we offer, including start-up ventures, minority holdings and online capability
· Continue to organically expand overseas
· Continue to acquire leading businesses that reinforce our current positioning
· To do so with prudent financing
We are both a specialist provider and also a provider of scale. Cello is now the tenth largest research organisation domiciled in the UK and the largest such business that is not part of a global group. In response we are in the top three. Specialism, combined with scale and an entrepreneurial culture, gives us a sustainable competitive edge.
Headline profit before tax
Headline PBT Growth
£m
8
7
6
5
4
3
2
1
0
2004
2005
2006
2007
Year
Operating Income by Industry Sector
Pharma 24% Leisure 6% Retail 6% Food & Drink 5% FMCG 2% Industrials 2% Financial Services 15% Telecoms/Tech 13% Other 3% Public Sector 13% Charities 11%
5
Chairman's Statement
Overview 2007 has been another excellent year for the Group with headline profit before tax up 28.8% to £7.6m (2006: £5.9m) and operating income up 46.4% to £56.8m (2006: £38.8m).
We have taken major strides in simplifying and integrating our two businesses behind two brands, Cello ( | 3 |
1cons | 61043965.txt_b0 | 61043965.txt | .co.uk Contact: Rob Smith
Leith 37 The Shore Edinburgh EH6 6QU tel: +44 (0)131 561 8600 www.leith.co.uk Contact: Richard Marsham
Blonde 116 Dundas Street Edinburgh EH3 5EE tel: +44 (0)131 474 9525 www.blondedigital.com Contact: Pete Burns
Oomph The Old Museum Tetbury Road Cirencester GL7 1UP tel: +44 (0)1285 883790 www.oomphagency.com Contact: Stephen Priestnall
Brightsource St.James's House St James Square Cheltenham GL50 3PR tel: +44 (0)1242 534200 www.brightsource.co.uk Contact: Peter Frings
Magnetic 12E & 12F Timber Bush Edinburgh EH6 6QH tel: +44 (0)131 555 7510 www. magnetic-advertising.com Contact: Guy Hundleby
The Practice Chiltern House 45 Station Road Henley-on-Thames RG9 1AT tel: +44 (0)844 800 4455 www. theconsultancypractice.com Contact: Sean Ingram
90
Contents
Page
Financial Highlights
1
Positioning and Strategy
2-3
Chairman's Statement
4-8
Cello Research and Consulting
9-11
Cello Response
12-13
Directors' Report
14-17
Corporate Governance
18-19
Report of the Remuneration Committee
20-23
Independent Auditors' Report
24-25
Consolidated Income Statement
26
Consolidated Balance Sheet
27
Consolidated Cash Flow Statement
28
Statement of Changes in Equity
29
Consolidated Financial Statements Accounting Policies 30-33
Notes to the Consolidated Financial Statements
34-71
Company Balance Sheet
72
Company Financial Statements Accounting Policies
73
Notes to the Company Financial Statements
74-79
Notice of Annual General Meeting
80-83
Directors
84-85
Advisers
86
Group Directory
87-88
| 4 |
1cons | 61043965.txt_b1 | 61043965.txt | TANGIBLE:GROUP 116 Dundas Street Edinburgh EH3 5EE tel: +44 (0)131 556 8002 www.tangiblegroup.co.uk Contact: Andy Carolan, John Rowley
tangible:communications 116 Dundas Street Edinburgh EH3 5EE tel: +44 (0)131 556 8002 www.tangiblecommunications.co.uk Contact: Julie Allan
tangible:response St.James's House St James Square Cheltenham GL50 3PR tel: +44 (0)1242 258700 www.tangibleresponse.co.uk Contact: Paul Handley
tangible:financial 12-18 Grosvenor Gardens London SW1W 0DH tel: +44 (0)20 7881 3200 www.tangible-financial.co.uk Contact: Lucian Camp
tangible:data The Old Museum Tetbury Road Cirencester GL7 1UP tel: +44 (0)1285 644220 www.tangibledata.co.uk Contact: Nigel Magson
Farm 7-8 Midford Place London W1T 5PG tel: +44 (0)20 7874 6550 www.farmcom.co.uk Contact: Rob Smith
Leith 37 The Shore Edinburgh EH6 6QU tel: +44 (0)131 561 8600 www.leith.co.uk Contact: Richard Marsham
Blonde 116 Dundas Street Edinburgh EH3 5EE tel: +44 (0)131 474 9525 www.blondedigital.com Contact: Pete Burns
Oomph The Old Museum Tetbury Road Cirencester GL7 1UP tel: +44 (0)1285 883790 www.oomphagency.com Contact: Stephen Priestnall
Brightsource St.James's House St James Square Cheltenham GL50 3PR tel: +44 (0)1242 534200 www.brightsource.co.uk Contact: Peter Frings
Magnetic 12E & 12F Timber Bush Edinburgh EH6 6QH tel: +44 (0)131 555 7510 www. magnetic-advertising.com Contact: Guy Hundleby
The Practice Chiltern House 45 Station Road Henley-on-Thames RG9 1AT tel: +44 (0)844 800 4455 www. theconsultancypractice.com | 5 |
1cons | 60610279.txt_0 | 60610279.txt | China plc
Annual Report
2004
Contents Page
Financial Highlights
1
Directors, Secretary and Advisers
3
Chairman's Statement
4
Operating Review
8
Prospects
11
Directors' Report
12
Report of the Auditors
25
Consolidated Profit and Loss Account
26
Statement of Total Recognised Gains and Losses 27
Note of Historical Cost Profits and Losses
27
Balance Sheets
28
Consolidated Cash Flow Statement
30
Notes to the Consolidated Financial Statements
32
Five Year Record
53
Notice of Annual General Meeting
54
front cover: Churchill Equation inside cover: Serenity
Financial Highlights
Results Turnover - continuing operations
Before
exceptional Exceptional
items 2004 items 2004
£'000
£'000
48,972
-
Total 2004 £'000
Before exceptional items 2003
£'000
Exceptional items 2003
£'000
Total 2003 £'000
48,972
49,474
-
49,474
Operating profit/(loss) - continuing operations Share of operating profit of associate net of impairment Interest receivable
2,996 100 74
(866) -
2,130 100 74
2,727 29 27
(1.289) (350) -
1,438 (321)
27
Profit/(loss) on ordinary activities before profit on disposal of fixed assets
Profit on disposal of fixed assets
3,170 -
(866) 19
2,304 19
2,783 -
(1,639) 18
1,144 18
Profit/(loss) on ordinary activities before taxation
3,170
(847)
2,323
2,783
(1,621)
1,162
Dividends
1,187
1,070
Key Ratios Operating margin before exceptional items Operating margin after exceptional items Basic earnings per share Adjusted earnings per share Diluted basic earnings per share Diluted adjusted earnings per share Divid | 0 |
1cons | 60610279.txt_1 | 60610279.txt | £'000
48,972
49,474
-
49,474
Operating profit/(loss) - continuing operations Share of operating profit of associate net of impairment Interest receivable
2,996 100 74
(866) -
2,130 100 74
2,727 29 27
(1.289) (350) -
1,438 (321)
27
Profit/(loss) on ordinary activities before profit on disposal of fixed assets
Profit on disposal of fixed assets
3,170 -
(866) 19
2,304 19
2,783 -
(1,639) 18
1,144 18
Profit/(loss) on ordinary activities before taxation
3,170
(847)
2,323
2,783
(1,621)
1,162
Dividends
1,187
1,070
Key Ratios Operating margin before exceptional items Operating margin after exceptional items Basic earnings per share Adjusted earnings per share Diluted basic earnings per share Diluted adjusted earnings per share Dividends per share
6.1% 4.4% 15.4p 20.9p 15.2p 20.7p 11.0p
5.5% 2.9% 5.7p 18.2p 5.7p 18.1p 10.0p
page
1
5 Year Performance
49,913 51,985 50,904 49,474 48,972
60000 50000 40000 30000 20000 10000
0
'00 '01 '02 '03 '04
Turnover (£000)
2,441 3,041
2,043 2,783 3,170
3000 2000 1000
0
'00 '01 '02 '03 '04
Profit before profit on disposal of fixed assets, income from fixed asset investment and exceptional items (£000)
16.9 19.9
15.0 18.2 20.9
20 15 10
5 0
'00 '01 '02 '03 '04
Adjusted earnings per share (p)
page
2
Company Profile
Churchill China plc Directors, secretary and advisers
| 1 |
1cons | 60610279.txt_2 | 60610279.txt | ends per share
6.1% 4.4% 15.4p 20.9p 15.2p 20.7p 11.0p
5.5% 2.9% 5.7p 18.2p 5.7p 18.1p 10.0p
page
1
5 Year Performance
49,913 51,985 50,904 49,474 48,972
60000 50000 40000 30000 20000 10000
0
'00 '01 '02 '03 '04
Turnover (£000)
2,441 3,041
2,043 2,783 3,170
3000 2000 1000
0
'00 '01 '02 '03 '04
Profit before profit on disposal of fixed assets, income from fixed asset investment and exceptional items (£000)
16.9 19.9
15.0 18.2 20.9
20 15 10
5 0
'00 '01 '02 '03 '04
Adjusted earnings per share (p)
page
2
Company Profile
Churchill China plc Directors, secretary and advisers
EXECUTIVE DIRECTORS A D Roper D J S Taylor D M O'Connor R N Grundy
SOLICITORS Addleshaw Booth & Co. 100 Barbirolli Square Manchester M2 3AB
NON-EXECUTIVE DIRECTORS STOCKBROKERS AND ADVISERS
E S Roper (Chairman)* ·
Williams de Broe plc
R S Kettel* ·
6 Broadgate
J N E Sparey* ·
London
EC2M 2QS
SECRETARY
AND REGISTERED OFFICE
BANKERS
D J S Taylor ACA
Lloyds TSB plc
Marlborough Pottery
41 Market Street
High Street
Longton
Tunstall
Stoke-on-Trent
Stoke-on-Trent
Staffordshire
Staffordshire
ST3 1BN
ST6 5NZ
REGISTRARS
AUDITORS
Lloyds TSB Registrars
PricewaterhouseCoopers LLP
| 2 |
1cons | 60610279.txt_3 | 60610279.txt | EXECUTIVE DIRECTORS A D Roper D J S Taylor D M O'Connor R N Grundy
SOLICITORS Addleshaw Booth & Co. 100 Barbirolli Square Manchester M2 3AB
NON-EXECUTIVE DIRECTORS STOCKBROKERS AND ADVISERS
E S Roper (Chairman)* ·
Williams de Broe plc
R S Kettel* ·
6 Broadgate
J N E Sparey* ·
London
EC2M 2QS
SECRETARY
AND REGISTERED OFFICE
BANKERS
D J S Taylor ACA
Lloyds TSB plc
Marlborough Pottery
41 Market Street
High Street
Longton
Tunstall
Stoke-on-Trent
Stoke-on-Trent
Staffordshire
Staffordshire
ST3 1BN
ST6 5NZ
REGISTRARS
AUDITORS
Lloyds TSB Registrars
PricewaterhouseCoopers LLP
The Causeway
Cornwall Court
Worthing
19 Cornwall Street
West Sussex
Birmingham
BN99 6DA
B3 2DT
* Member of audit committee · Member of remuneration committee Registered no: 2709505
page
3
Alchemy Jardin
Chairman's Statement
"A sustained increase in sales of hospitality products"
"A major part of this success was attributable to the continued development and introduction of new and innovative products"
"Further progress was seen in the continued focus on closer relationships with key customers"
page
4
In the year to 31 December 2004 I am pleased to report a 14% improvement in profit before exceptional items and taxation to £3.2m (2003: £2.8m). However, this successful performance fell short of our earlier expectations, constrained by a disappointing final quarter sales to our retail customers. Profit after exceptional items but before taxation improved to £2.3m (2003: £1.2m).
An encouraging trend has been the sustained increase in sales of hospitality products encompassing international hotels, restaurants and pubs, both in the U.K. and overseas with particular success | 3 |
1cons | 60610279.txt_b0 | 60610279.txt | Annual General Meeting, the register of Directors' interests and copies of all service contracts of the Directors of the Company having an unexpired term of at least 12 months.
3. Item 8 in the notice of Annual General Meeting is a special resolution to empower the Directors at any time prior to 17 August 2006 (or, if earlier, the conclusion of the 2006 Annual General Meeting) to allot equity securities (or sell relevant shares out of treasury) for cash without pre-emption up to an aggregate nominal value of £54,235 (equivalent to 542,350 ordinary shares, representing approximately 5 per cent of the present issued share capital). This resolution will also empower the Directors (within the period mentioned above) to allot pursuant to the authority under section 80 of the Companies Act 1985 which was granted at the 2003 Annual General Meeting up to 3,452,874 ordinary shares (representing approximately 31.8 per cent of the present issued share capital) in connection with a rights or similar issue with such modifications as they may consider necessary or desirable to deal with fractions or legal or practical problems.
4. Item 9 in the notice of Annual General Meeting is a special resolution to allow the Company at any time prior to 17 November 2006 (or, if earlier, the conclusion of the 2006 Annual General Meeting) to repurchase up to 1,084,712 ordinary shares (representing approximately 10 per cent of the present issued share capital).
5. In accordance with Regulation 41(1) of the Uncertificated Securities Regulations 2001 the Company specifies that only those shareholders who are registered in the Company's register of members at 5pm on 13 May 2005 (or, in the case of adjournment, 48 hours before the time of the adjourned meeting) will be entitled to attend or vote at the Meeting and that the number of votes which any such shareholder may cast, upon a poll, will be determined by reference to the number of shares registered in such shareholder's name at that time.
page
55
Shareholders' Notes
page
56
Financial Calendar
Financial Year End Preliminary Announcement Annual Report Annual General Meeting & Final Dividend Interim Announcement Interim Dividend
31 December March April May
August October
China plc
Churchill China plc Marlborough Pottery, High Street, Tunstall, Stoke-on-Trent ST6 5NZ
www.churchillchina.com
©Churchill China plc 2005
| 4 |
1cons | 60610279.txt_b1 | 60610279.txt | hereby conferred will be either cancelled immediately upon completion of the purchase or held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.
Registered Office Marlborough Pottery High Street Tunstall Stoke-on-Trent ST6 5NZ
Registered Number 2709505
Dated 18 April 2005
By order of the board
D J S Taylor Company Secretary
Explanatory Notes 1. A member entitled to vote at this Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him.
A proxy need not also be a member. A form of proxy for the use of members is enclosed and the attention of the members is drawn to the notes thereon. The appointment of a proxy will not preclude a member from attending at the Meeting and voting thereat in person.
2. There will be available at the Registered Office of the Company during business hours on any weekday (excluding Saturdays and public holidays) from the date of this Notice until the conclusion of the Annual General Meeting, and at Marlborough Pottery, High Street, Sandyford, Tunstall, Stoke-on-Trent from 9.15 a.m. until the conclusion of the Annual General Meeting, the register of Directors' interests and copies of all service contracts of the Directors of the Company having an unexpired term of at least 12 months.
3. Item 8 in the notice of Annual General Meeting is a special resolution to empower the Directors at any time prior to 17 August 2006 (or, if earlier, the conclusion of the 2006 Annual General Meeting) to allot equity securities (or sell relevant shares out of treasury) for cash without pre-emption up to an aggregate nominal value of £54,235 (equivalent to 542,350 ordinary shares, representing approximately 5 per cent of the present issued share capital). This resolution will also empower the Directors (within the period mentioned above) to allot pursuant to the authority under section 80 of the Companies Act 1985 which was granted at the 2003 Annual General Meeting up to 3,452,874 ordinary shares (representing approximately 31.8 per cent of the present issued share capital) in connection with a rights or similar issue with such modifications as they may consider necessary or desirable to deal with fractions or legal or practical problems.
4. Item 9 in the notice of Annual General Meeting is a special resolution to allow the Company at any time prior to 17 November 2006 (or, if earlier, the | 5 |
1cons | 61164442.txt_0 | 61164442.txt | Annual Report 2008
Contents
About Cision
3
The year in brief
4
President's statement
5
Five-year summary
6
The Share
7
Cision's offer
8
Clients
9
Market and competition
10
Corporate structure
11
Risks and Risk Management
12
Board of Directors' report
14
Consolidated income statement
18
Consolidated balance sheet
19
Consolidated shareholders' equity
20
Consolidated statement of cash flows
21
Parent Company income statement
22
Parent Company balance sheet
23
Parent Company shareholders' equity
24
Parent Company statement of cash flows
25
Accounting principles and notes
26
Proposed distribution of earnings
48
Auditors' report
49
Corporate Governance
50
Internal control
54
Board of Directors
56
Senior Management
57
Notice of annual general meeting
58
Financial reporting dates 2009
59
Definitions and glossary
60
About the Annual Report
61
Cision in brief
About Cision
Short facts about Cision
Cision empowers businesses to make better decisions and improve performance through its CisionPoint software solutions for corporate communication and PR professionals. Powered by local experts with global reach, Cision delivers relevant media information, targeted distribution, media monitoring, and precise media analysis.
Cision has around 2,500 employees in Europe, North America and Asia, and has partners in 125 countries. Cision AB is quoted on the Nordic Exchange.
Description
Operating profit² Operating margin²
North America
Rest of Europe
Cision has operations in the US and Cision has operations in the UK,
Canada.
Germany and Portugal.
SEK 172.8 million
SEK 2.7 million
22.0%
0.6%
Nordic & Baltic
Cision has operations in Sweden, Norway, Finland and Lithuania.¹
SEK 6.4 million 1.2%
¹ Cision had operation in Denmark during 2008. ² Excluding | 0 |
1cons | 61164442.txt_1 | 61164442.txt | reporting dates 2009
59
Definitions and glossary
60
About the Annual Report
61
Cision in brief
About Cision
Short facts about Cision
Cision empowers businesses to make better decisions and improve performance through its CisionPoint software solutions for corporate communication and PR professionals. Powered by local experts with global reach, Cision delivers relevant media information, targeted distribution, media monitoring, and precise media analysis.
Cision has around 2,500 employees in Europe, North America and Asia, and has partners in 125 countries. Cision AB is quoted on the Nordic Exchange.
Description
Operating profit² Operating margin²
North America
Rest of Europe
Cision has operations in the US and Cision has operations in the UK,
Canada.
Germany and Portugal.
SEK 172.8 million
SEK 2.7 million
22.0%
0.6%
Nordic & Baltic
Cision has operations in Sweden, Norway, Finland and Lithuania.¹
SEK 6.4 million 1.2%
¹ Cision had operation in Denmark during 2008. ² Excluding goodwill impairment, restructuring costs and cost related to the takeover bid in 2008
3
Cision in brief
The Year in brief
Financial events Consolidated operating revenue amounted to
SEK 1,783 million (1,873). Operating profit¹ amounted to SEK 125 million (232). The operating margin was 7.0 percent (12.4). Profit after tax amounted to SEK -273 million (80). Earnings per share amounted to SEK -3.66 (1.07). Cash flow from operating activities amounted to
SEK 136 million (273).
The Group in brief Operating revenue, SEK million Operating profit¹, SEK million Operating profit, SEK million Operating margin¹, % Operating margin, % Operating cash flow, SEK million Return on operating capital % Debt/equity ratio, % Interest coverage, multiple Earnings per share²,SEK Dividend per share³,SEK Equity per share²,SEK
Important events during the year Cision's new service platform, CisionPoint, has had a
positive reception with US customers during 2008.
CisionPoint was launched in Europe in October. Cision | 1 |
1cons | 61164442.txt_2 | 61164442.txt | goodwill impairment, restructuring costs and cost related to the takeover bid in 2008
3
Cision in brief
The Year in brief
Financial events Consolidated operating revenue amounted to
SEK 1,783 million (1,873). Operating profit¹ amounted to SEK 125 million (232). The operating margin was 7.0 percent (12.4). Profit after tax amounted to SEK -273 million (80). Earnings per share amounted to SEK -3.66 (1.07). Cash flow from operating activities amounted to
SEK 136 million (273).
The Group in brief Operating revenue, SEK million Operating profit¹, SEK million Operating profit, SEK million Operating margin¹, % Operating margin, % Operating cash flow, SEK million Return on operating capital % Debt/equity ratio, % Interest coverage, multiple Earnings per share²,SEK Dividend per share³,SEK Equity per share²,SEK
Important events during the year Cision's new service platform, CisionPoint, has had a
positive reception with US customers during 2008.
CisionPoint was launched in Europe in October. Cision launched an international website for media
releases, Cision Wire, in September In October, Hans Gieskes was appointed Chief Executive
Officer of Cision In December, a new organization was announced, where-
by Cision's European subsidiaries will form one division
2008 1,783.2
124.6 -172.6
7.0 -9.7 135.7 neg 66 1.4 -3.66
0 14.63
2007 1,872.6
231.5 179.2
12.4 9.6
272.5 8.7 54 3.1
1.07 0.25 17.25
Revenue by region4, SEK million
900
800
700
600
500
400
300
200
100
0 2006
2007
2008
North America Rest of Europe Nordic & Baltic
¹ Excluding goodwill impairment, restructuring costs and costs related to the takeover bid in 2008. ² Before dilution ³ Board of Directors' proposed dividend for 2008 4 Excluding other/eliminations
Operating profit by region¹ SEK million
| 2 |
1cons | 61164442.txt_3 | 61164442.txt | launched an international website for media
releases, Cision Wire, in September In October, Hans Gieskes was appointed Chief Executive
Officer of Cision In December, a new organization was announced, where-
by Cision's European subsidiaries will form one division
2008 1,783.2
124.6 -172.6
7.0 -9.7 135.7 neg 66 1.4 -3.66
0 14.63
2007 1,872.6
231.5 179.2
12.4 9.6
272.5 8.7 54 3.1
1.07 0.25 17.25
Revenue by region4, SEK million
900
800
700
600
500
400
300
200
100
0 2006
2007
2008
North America Rest of Europe Nordic & Baltic
¹ Excluding goodwill impairment, restructuring costs and costs related to the takeover bid in 2008. ² Before dilution ³ Board of Directors' proposed dividend for 2008 4 Excluding other/eliminations
Operating profit by region¹ SEK million
250
200
150
100
50
0 20 06
2007
2008
North America Rest of Europe Nordic & Baltic
4
Cision in brief
President's statement
2008 was a difficult year but market response proves our strategy right The continued success of the CisionPoint software launched in the US late 2007 has proven that we have read customer needs well, in developing a winning software platform which leverages existing Cision strengths. CisionPoint has the potential to be for corporate communication professionals what customer relationship software like Salesforce.com is for sales professionals: a software tool which they use intensively every day, enabling them to get better results and faster. CisionPoint offers an integrated platform which seamlessly facilitates all four key activities: planning of campaigns, connecting with the right audiencees, monitoring response and having access to strategic analysis. 2008 execution issues have proven the complexity of implementing our strategy In hindsight, we have underestimated the complexities of transforming existing service businesses into software businesses. The production disruption at Cision UK, and slow transformation elsewhere in Europe had a very significant negative impact on the financial development of the company in 2008. The core causes, mainly lack of scale and leadership issues, have been addressed in | 3 |
1cons | 61164442.txt_b0 | 61164442.txt | + 0 = 0, thousand]
Earnings per share before dilution
Net profit for the year divided by the average number of shares. [Calculation 2008: -272,781 / 74,544 = SEK -3.66]
Earnings per share after dilution
Net profit for the year taking into account the profit effect of potential shares divided by the average number of shares taking into account potential shares. [Calculation 2008: (-272,781 + 0) / (74,544 + 0) = SEK -3.66]
Operating cash flow per share
Operating cash flow divided by the average number of shares before dilution. [Calculation 2008: 135,671 / 74,544 = SEK 1.82]
Equity per share
The closing balance of shareholders' equity divided by the number of shares at year-end. [Calculation 2008: 1,090,385 / 74,544 = SEK 14.63]
Equity per share after dilution
The closing balance of shareholders' equity adjusted for the effect of potential shares divided by the number of shares at year-end taking into account potential shares. [Calculation 2008: (1,090,385 + 0) / (74,544 + 0) = SEK 14.63]
Dividend per share
Approved or proposed dividend amount divided by the number of shares entitled to dividends. [Calculation 2008: 0 / 74,544 = SEK 0]
60
Other information
About the Annual Report
Every care has been taken in the translation of this annual report. In the event of discrepancies, however, the Swedish original will supersede the English translation. Privacy policy Cision will not provide personal information obtained through the annual report to other parties. Nor is the information collected on visitors used to track individuals who have visited the annual report. Cookies are used in Cision's web-based annual report. Their purpose is to facilitate the visit, maintain statistics on the number of visitors to see which pages are visited. Contact information Cision AB Linnégatan 87A SE-114 88 Stockholm, Sweden Phone: +46 8 507 410 00 Fax: +46 8 507 417 17 info@cision.com www.cision.com Content and production: Cision in cooperation with Hallvarsson & Halvarsson Technical production: Hallvarsson & Halvarsson Design: Hallvarsson & Halvarsson
61
| 4 |
1cons | 61164442.txt_b1 | 61164442.txt | operating activities excl. restructuring expenses, excl. the net of interest and dividend as well as income tax paid less investments in other fixed assets plus divestments of other fixed assets. [Calculation 2008: 113,739 + 60,975 + 8,577 + 45,682 108,960 + 15,658 = SEK 135 671 thousand]
Personnel
Value-added per employee
Operating profit excl. goodwill impairments, restructuring costs and costs related to the takeover bid in 2008 plus staff costs divided by the average number of employees. [Calculation 2008: (124,620 + 1,054,992 / 2,503 = SEK 471 thousand]
Data per share
Average number of shares
Weighted average of the number of shares during the report period. [Calculation 2008: (74,544,418 * 365) / (365 * 1000) = 74,544, thousand]
Potential shares
Shares added through the future exercise of warrants, convertible debenture loans and employee stock options and which therefore have a dilution effect, i.e., where the discounted subscription price is lower than the stock's average market price during the report period. [Calculation 2008: 0 + 0 + 0 = 0, thousand]
Earnings per share before dilution
Net profit for the year divided by the average number of shares. [Calculation 2008: -272,781 / 74,544 = SEK -3.66]
Earnings per share after dilution
Net profit for the year taking into account the profit effect of potential shares divided by the average number of shares taking into account potential shares. [Calculation 2008: (-272,781 + 0) / (74,544 + 0) = SEK -3.66]
Operating cash flow per share
Operating cash flow divided by the average number of shares before dilution. [Calculation 2008: 135,671 / 74,544 = SEK 1.82]
Equity per share
The closing balance of shareholders' equity divided by the number of shares at year-end. [Calculation 2008: 1,090,385 / 74,544 = SEK 14.63]
Equity per share after dilution
The closing balance of shareholders' equity adjusted for the effect of potential shares divided by the number of shares at year-end taking into account potential shares. [Calculation 2008: (1,090,385 + 0) / | 5 |
1cons | 61714620.txt_0 | 61714620.txt | ANNUAL
REPORT
2011
ANNUAL REPORT
2011
People-oriented. Passionate about innovation.
Striving for excellence. Protecting the environment.
Ethically committed. Team spirit.
2 ANNUAL REPORT 2011 > Refurbishment of El Malecón football stadium. Torrelavega. Cantabria
ANNUAL REPORT 3
01
KEY FIGURES
AND DATA
> Financial performance
004 GANRNUUPOALSRAECPYORRVTA2L0L1E1HERMOSO / INFORME ANUAL 2011
KEY FIGURES AND DATA
Financial performance
FINANCIAL FIGURES (millions of euros)
TOTAL REVENUE INTERNATIONAL REVENUE International revenue (%)
December 2011 3,949 1,472 37.2%
December 2010 4,820 1,502 31.2%
% Chg 11/10 (18.1%) (2.0%) 6.0 pp
EBITDA Construction (Sacyr Somague) Services (Valoriza) Rental Property (Testa) Concessions (Sacyr Concesiones) Residential Development (Vallehermoso) Holding and adjustments
EBITDA margin (%) Construction (Sacyr Somague) Services (Valoriza) Rental Property (Testa) Concessions (Sacyr Concesiones)
533 141 158 200 99 (53) (13) 13.5% 5.8% 16.0% 79.8% 65.4%
572 171 149 197 66 (54) 43 11.9% 6.1% 14.9% 78.7% 70.9%
(6.,7%) (17.4%)
6.0% 1.8% 49.8% 1.6% n.s. 1.6 pp (0.3) pp 1.1 pp 1.1 pp (5.5) pp
MARKET CAPITALISATION Number of shares outstanding (thousands)
1,678 422,598
1,449 304,967
15.8% 38.6%
NET CORPORATE DEBT
322
414
(22.2%)
FINANCIAL PERFORMANCE 005
Total revenue (Millions of | 0 |
1cons | 61714620.txt_1 | 61714620.txt | (Vallehermoso) Holding and adjustments
EBITDA margin (%) Construction (Sacyr Somague) Services (Valoriza) Rental Property (Testa) Concessions (Sacyr Concesiones)
533 141 158 200 99 (53) (13) 13.5% 5.8% 16.0% 79.8% 65.4%
572 171 149 197 66 (54) 43 11.9% 6.1% 14.9% 78.7% 70.9%
(6.,7%) (17.4%)
6.0% 1.8% 49.8% 1.6% n.s. 1.6 pp (0.3) pp 1.1 pp 1.1 pp (5.5) pp
MARKET CAPITALISATION Number of shares outstanding (thousands)
1,678 422,598
1,449 304,967
15.8% 38.6%
NET CORPORATE DEBT
322
414
(22.2%)
FINANCIAL PERFORMANCE 005
Total revenue (Millions of euros)
5,000 4,000 3,000 2,000 1,000
0
Variation=(18.1%)
4,820 2010
3,949 2011
Construction margin (Millions of euros)
250
200 Variation=(17.4%)
150
100
50 171
0
2010
141 2011
International revenue (Millions of euros)
2.500 2,000 1.500 1,000
500 0
Variation=(2.0%)
1,502 2010
1,472 2011
Services margin (Millions of euros)
250
200
Variation=6.0%
150
100
50 149
0
2010
158 2011
Total Ebitda (Millions of euros)
1,250 1,000
750 500 250
0
Variation=(6.7%)
572 2010
533 2011
Rental Property margin (Millions of euros)
250 Variation=1.8%
200
150
100
50 197
0
2010
| 1 |
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