label class label 2
classes | id stringlengths 14 38 | original_id stringlengths 12 35 | text stringlengths 518 8.49k | __index_level_0__ int64 0 5 |
|---|---|---|---|---|
1cons | 61714620.txt_2 | 61714620.txt | 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
200 2011
Concessions margin (Millions of euros)
Variation=49.8% 100
80
60
40
20 66
0
2010
99 2011
Net borrowings (Millions of euros)
12.500 10.000
7.500 5,000 2.500
0
Variation=(20.0%)
10.950 2010
8.831 2011
Net corporate debt (Millions of euros)
500 Variation=(22.2%)
400
300
200
100 414
0
2010
322 2011
6 ANNUAL REPORT 2011
ANNUAL REPORT
2011
Contents
ANNUAL REPORT 7
01 KEY FIGURES AND DATA
02 LETTER FROM THE CHAIRMAN
03 SACYR VALLEHERMOSO GROUP Origins and background Present and future
04 BUSINESS DIVISIONS Construction: Sacyr-Somague Concessions of Infrastructures: Sacyr Concesiones Property: Testa Services: Valoriza Real-estate development: Vallehermoso
05 GROUP HOLDINGS | 2 |
1cons | 61714620.txt_3 | 61714620.txt |
200 2011
Concessions margin (Millions of euros)
Variation=49.8% 100
80
60
40
20 66
0
2010
99 2011
Net borrowings (Millions of euros)
12.500 10.000
7.500 5,000 2.500
0
Variation=(20.0%)
10.950 2010
8.831 2011
Net corporate debt (Millions of euros)
500 Variation=(22.2%)
400
300
200
100 414
0
2010
322 2011
6 ANNUAL REPORT 2011
ANNUAL REPORT
2011
Contents
ANNUAL REPORT 7
01 KEY FIGURES AND DATA
02 LETTER FROM THE CHAIRMAN
03 SACYR VALLEHERMOSO GROUP Origins and background Present and future
04 BUSINESS DIVISIONS Construction: Sacyr-Somague Concessions of Infrastructures: Sacyr Concesiones Property: Testa Services: Valoriza Real-estate development: Vallehermoso
05 GROUP HOLDINGS Repsol
06 FINANCIAL COMMUNITY
07 FINANCIAL PERFORMANCE Income statement Consolidated balance sheet
08 AUDIT REPORT Audit report Consolidated financial statements Corporate Governance Report
09 ADDRESSES Spain International
4
8
12 14 18
20 22
32 40 48 60
64 66
68
76 76 82
86 98 104 336
412 414 416
> Castelo do bode dam, Santarém. Portugal
8 ANNUAL REPORT 2011
LETTER FROM THE CHAIRMAN
> Manuel Manrique, Chairman of the Sacyr Vallehermoso Group
LETTER FROM THE CHAIRMAN 9
Dear shareholders,
In what is my first letter to you as the Chairman of the Sacyr Vallehermoso Group, I would like to thank you for placing your trust in our company; I am certain that the efforts we are making to consolidate the group and report growth will make us stronger and more profitable. After the events seen in 2011 the sale of 10% of Repsol, a substantial reduction in debt and the heavy provisions made on the income statement the Group is now in a privileged position in its sector: with a healthy balance | 3 |
1cons | 61714620.txt_b0 | 61714620.txt | opuerto, local C-2. P.O. Box 04-4002, Alajuela, Costa Rica
SACYR CHILE Av. Vitacura 2939. Of. 1102. Edificio Millenium. Las Condes, Santiago de Chile
SACYR ITALIA Corso di Porta Vittoria, 9 · 20122 Milán · Italia
VIVEROS DO FALCAO Estrada de Oeiras. 2780-284 · Porto Salvo · Portugal
SyV CONCESIONES COSTA RICA Edificio Terraforte 4º piso, 200 metros sur Centro Comercial Multiplaza. Escazú de la Tienda Carrión San José · Costa Rica
SOMAGUE S.G.P.S. Rua da Tapada da Quinta de Cima - Linhó 2714-555 Sintra · Portugal
ADDRESSES 415
> Section 7B. Navarra Canal
SOMAGUE Engenharia ANGOLA Rua Ho-Chi Min, 1º Andar. Corpo D do Complexo da Sede do MPLA. Luanda Angola
SACYR PANAMÁ, S.A. C/ Aquilino de la Guardia. Edificio Igra 8 0001 · Panamá
SACYR IRLANDA Unit 11. Harmony Court. Harmony Row Dublín 2 · Irlanda
SOMAGUE Engenharia BRASIL Rua Fidencio Ramos, 195 14º andar Conjuntos 142/144 Cep 04551-010, Sao Paulo. Brasil
SIS S.C.P.A. Vía Invorio, 24/A · 10146 Turín · Italia
TESFRAN 12, Rue Notre-Dame des Victoires 75002 París · Francia
SOMAGUE Engenharia CABO VERDE Achada Grande apartado 242 Cidade da Praia Cabo Verde
SACYR VALLEHERMOSO, S.A. Paseo de la Castellana, 83-85 · 28046 Madrid
Tel.: (34) 91 545 50 00 www.gruposyv.com
| 4 |
1cons | 61714620.txt_b1 | 61714620.txt | PROMOCIÓN, S.A.U. Pº de la Castellana, 83-85 · 28046 Madrid
414 ANNUAL REPORT 2011
INTERNAtIONAL
CAVOSA CHILE Av. Vitacura 2939. Of. 1102. Edificio Millenium. Las Condes, Santiago de Chile
GRUPO UNIDOS POR EL CANAL Edificio 732, Corozal Oeste. Corregimiento de Ancon, Distrito de Panamá. Ciudad de Panamá
HIDURBE Rua Engº Ferreira Dias, 161-1º Esq. 4100-247. Porto · Portugal
SACYR CONCESSIONS LTD 5th floor, Harmony Court, Harmoy Row Dublín 2 · Irlanda
SACYR CONCESIONES CHILE Av. Vitacura 2939. Of. 1102. Edificio Millenium. Las Condes, Santiago de Chile
SACYR CONCESIONES IRLANDA 5 th. Floor, Harmony Court, Harmony Row Dublin 2
SACYR COSTA RICA Oficentro Plaza Aeropuerto, local C-2. P.O. Box 04-4002, Alajuela, Costa Rica
SACYR CHILE Av. Vitacura 2939. Of. 1102. Edificio Millenium. Las Condes, Santiago de Chile
SACYR ITALIA Corso di Porta Vittoria, 9 · 20122 Milán · Italia
VIVEROS DO FALCAO Estrada de Oeiras. 2780-284 · Porto Salvo · Portugal
SyV CONCESIONES COSTA RICA Edificio Terraforte 4º piso, 200 metros sur Centro Comercial Multiplaza. Escazú de la Tienda Carrión San José · Costa Rica
SOMAGUE S.G.P.S. Rua da Tapada da Quinta de Cima - Linhó 2714-555 Sintra · Portugal
ADDRESSES 415
> Section 7B. Navarra Canal
SOMAGUE Engenharia ANGOLA Rua Ho-Chi Min, 1º Andar. Corpo D do Complexo da Sede | 5 |
1cons | 60811108.txt_0 | 60811108.txt | APB APRANGA AND SUBSIDIARIES
Independent Auditor's Report and Financial Statements for the year ended 31 December 2004
APB APRANGA AND SUBSIDIARIES
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS:
INCOME STATEMENT BALANCE SHEET STATEMENT OF CHANGES IN EQUITY STATEMENT OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS
PAGE 3
4 5 - 6 7 - 8
9 10 26
2
INDEPENDENT AUDITORS' REPORT
To the shareholders of APB Apranga:
1. We have audited the accompanying balance sheet of APB Apranga as of 31 December 2004 (hereinafter the Company) and the consolidated balance sheet of APB Apranga and subsidiaries (hereinafter the Group) as of 31 December 2004 and the related statements of income, cash flows and changes in equity for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. We did not audit the balance sheet as of 31 December 2003, since that date was prior to our appointment as auditors, adjustments to which could materially affect the determination of profit and loss, cash flows and changes in equity for the year ended 31 December 2004. Accordingly, we are unable to express, and do not express, an opinion on the statements of income, cash flows and changes in equity for the year ended 31 December 2004.
4. In our opinion, the balance sheets referred to above presents fairly, in all material respects, the financial position of the Company and the Group as of 31 December 2004, in accordance with International Financial Reporting Standards.
5. The financial statements of the Company and the Group for the year ended 31 December 2003 were not audited by us, and, accordingly, we do not | 0 |
1cons | 60811108.txt_1 | 60811108.txt | iting. Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. We did not audit the balance sheet as of 31 December 2003, since that date was prior to our appointment as auditors, adjustments to which could materially affect the determination of profit and loss, cash flows and changes in equity for the year ended 31 December 2004. Accordingly, we are unable to express, and do not express, an opinion on the statements of income, cash flows and changes in equity for the year ended 31 December 2004.
4. In our opinion, the balance sheets referred to above presents fairly, in all material respects, the financial position of the Company and the Group as of 31 December 2004, in accordance with International Financial Reporting Standards.
5. The financial statements of the Company and the Group for the year ended 31 December 2003 were not audited by us, and, accordingly, we do not express opinion on them.
Deloitte & Touche Vilnius, Lithuania 18 April 2004
APB APRANGA AND SUBSIDIARIES
INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004
Notes
Revenue
3
Cost of sales
3
GROSS PROFIT
Operating expenses
4
PROFIT FROM OPERATIONS
Net other income
5
Finance costs
6
PROFIT BEFORE TAXES
Income tax expense
7
NET PROFIT FOR THE YEAR
EARNINGS PER SHARE, LTL
10
Group
Unaudited
2004
2003
LTL'000
LTL'000
115,466 (66,256)
49,210
(41,313)
7,897 1,531 (2,111)
7,317 (1,235)
80,797 (48,040)
32,757
(26,951)
5,806 1,202 (550)
6,458 (995)
| 1 |
1cons | 60811108.txt_2 | 60811108.txt | express opinion on them.
Deloitte & Touche Vilnius, Lithuania 18 April 2004
APB APRANGA AND SUBSIDIARIES
INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004
Notes
Revenue
3
Cost of sales
3
GROSS PROFIT
Operating expenses
4
PROFIT FROM OPERATIONS
Net other income
5
Finance costs
6
PROFIT BEFORE TAXES
Income tax expense
7
NET PROFIT FOR THE YEAR
EARNINGS PER SHARE, LTL
10
Group
Unaudited
2004
2003
LTL'000
LTL'000
115,466 (66,256)
49,210
(41,313)
7,897 1,531 (2,111)
7,317 (1,235)
80,797 (48,040)
32,757
(26,951)
5,806 1,202 (550)
6,458 (995)
6,082
5,463
0.69
0.62
Company
Unaudited
2004
2003
LTL'000
LTL'000
97,689 (61,669)
36,020
(30,240)
5,780 1,803 (1,245)
6,338 (974)
80,994 (50,412)
30,582
(24,732)
5,850 1,269 (374)
6,745 (995)
5,364
5,750
0.61
0.65
The accompanying notes are an integral part of these financial statements These financial statements were approved on 18 April 2005 and signed by:
Rimantas Perveneckas General Director
Saulius Bacauskas Chief Financial Officer
4
APB APRANGA AND SUBSIDIARIES
BALANCE SHEET AS OF 31 DECEMBER 2004
Notes
ASSETS
Non-current assets
Property, plant and equipment 11
Intangible assets
12
| 2 |
1cons | 60811108.txt_3 | 60811108.txt |
6,082
5,463
0.69
0.62
Company
Unaudited
2004
2003
LTL'000
LTL'000
97,689 (61,669)
36,020
(30,240)
5,780 1,803 (1,245)
6,338 (974)
80,994 (50,412)
30,582
(24,732)
5,850 1,269 (374)
6,745 (995)
5,364
5,750
0.61
0.65
The accompanying notes are an integral part of these financial statements These financial statements were approved on 18 April 2005 and signed by:
Rimantas Perveneckas General Director
Saulius Bacauskas Chief Financial Officer
4
APB APRANGA AND SUBSIDIARIES
BALANCE SHEET AS OF 31 DECEMBER 2004
Notes
ASSETS
Non-current assets
Property, plant and equipment 11
Intangible assets
12
Investments in subsidiaries
13
Available-for-sale financial
assets
14
Non-current receivables
Total non-current assets
Group
Unaudited
2004
2003
LTL'000
LTL'000
Company
Unaudited
2004
2003
LTL'000
LTL'000
58,244 613 -
7,960 459
67,276
36,245 593 -
9,078 286
46,202
34,209 554
4,108
7,960 309
47,140
31,533 593 286
9,078 2,265
43,755
Current assets
Inventories
15
Trade and other receivables
16
Available-for-sale financial
assets
14
Bank balances and cash
17
Total current assets
31,200 2,898
1,118 1,229
36,445
21,596 2,324
846
24,766
| 3 |
1cons | 60811108.txt_b0 | 60811108.txt |
For the year ended 31 December 2004 and as of 31 December 2004 the Group's related party transactions were as follows:
Related parties
Accounts payable LTL'000
Accounts receivable LTL'000
Income received LTL'000
Purchases LTL'000
UAB Minvista UAB Mineraliniai vandenys UAB Troja UAB Tetraneta UAB Prekybos marketingo paslaugos UAB MG Baltic Investment UAB MG Valda UAB Tromina UAB Mineraliniai vandenys ir alus UAB Sesup Ontario UAB Tokada UAB Palangos Varna UAB Virsupis UAB Laisvas Nepriklausomas
Kanalas UAB Teniso pasaulis
2,006 22
142 4 6
293 22 -
107 122
-
-
-
-
80
-
-
232
-
-
1,404
-
-
35
-
-
5
-
6
665
1
10
139
8
78
-
-
-
2
-
-
579
-
-
40
264
-
-
-
-
1
42
56
263
-
3
3
Total
2,724
315
153
3,448
25. CONTINGENCIES AND OFF-BALANCE SHEET COMMITMENTS
Litigation and claims At 31 December 2004 and 2003 the Group was not involved in any legal proceedings, which in the opinion of management, would have a material impact on the financial statements, apart from those related to the recovery of accounts receivable.
At 31 December 2004 the Company's guarantees for subsidiary's obligations to credit institutions totaled LTL'000 10,876. The letters of credit and guarantees provided to suppliers as of 31 December 2004 amounted to LTL'000 2,210.
The Group and the Company have entered into 33 rental agreements of stores. The agreements' termination period differs from 1 to 6 months.
* * * * * *
26
| 4 |
1cons | 60811108.txt_b1 | 60811108.txt | 000
Company
2004
Unaudited 2003
LTL'000
LTL'000
Trade payables Remuneration and related
payables Prepayments received Taxes and other payables
8,769
1,613 227
4,285
5,197
718 98
2,135
3,893
1,102 220
2,636
4,933
681 119 2,117
Total
14,894
8,148
7,851
7,850
23. BONDS ISSUED
At 31 December 2004 issued bonds consisted of the following:
LTL'000
Nominal value at date of issue Accrued interest
7,000 156
Liability at 31 December 2004
7,156
The bonds were issued on 11 June 2004 and will be redeemed on 16 June 2005.
25
APB APRANGA AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004
24. RELATED PARTY TRANSACTIONS
For the year ended 31 December 2004 and as of 31 December 2004 the Group's related party transactions were as follows:
Related parties
Accounts payable LTL'000
Accounts receivable LTL'000
Income received LTL'000
Purchases LTL'000
UAB Minvista UAB Mineraliniai vandenys UAB Troja UAB Tetraneta UAB Prekybos marketingo paslaugos UAB MG Baltic Investment UAB MG Valda UAB Tromina UAB Mineraliniai vandenys ir alus UAB Sesup Ontario UAB Tokada UAB Palangos Varna UAB Virsupis UAB Laisvas Nepriklausomas
Kanalas UAB Teniso pasaulis
2,006 22
142 4 6
293 22 -
107 122
-
-
-
-
80
-
-
232
-
-
1,404
-
-
35
-
-
5
-
6
665
1
10 | 5 |
1cons | 60470941.txt_0 | 60470941.txt | Lo-Q Plc Report and Financial Statements Year Ended 30 September 2003
BDO Stoy Hayward Chartered Accountants
Lo-Q Plc Annual report and financial statements for the year ended 30 September 2003
Contents
Page: 1 3 5 7 8 9 10 11 12
Chairman's statement Report of the directors Report of the independent auditors Consolidated profit and loss account Consolidated statement of total recognised gains and losses Consolidated balance sheet Company balance sheet Consolidated cash flow statement Notes forming part of the financial statements
Directors
Leonard Sim Jeff McManus (Chairman) John Lillywhite Anthony Bone Nicholas Gordon
Secretary and registered office
Throgmorton Secretaries Limited, New Close, Greenlands, Henley-on-Thames, Oxon, RG9 3AL
Company number
3959429
Auditors
BDO Stoy Hayward, Connaught House, Alexandra Terrace Guildford, Surrey, GU1 3DA
Bankers
Barclays Bank plc, PO Box 32016, London, NW1 2ZM
Solicitors
Olswang, Apex Plaza, Forbury Road, Reading, Berkshire RG1 1AX
Lo-Q Plc
Chairman's statement
Overview
Lo-Q plc supplies and sells its services and products to parks that are members of the worldwide theme park industry.
The last year has been a very diffcult year for these companies. The large destination parks have seen attendances fall since the events of 9-11 and only found partial recovery this last year. Regional parks have found attendances reduced and our major customer, Six Flags, has managed to keep its attendances at near last year's numbers with a 1.8% drop in visitor levels. I am pleased to report that our systems worked every hour of every day that our customer required us to be renting our queuing robots, the Qbot. We take some pride in believing that our activities helped the corporation to increase the amount of money that the visitors spent whilst at the parks, the overall effect being that Six Flags managed to increase the total revenue spent by their guest so that their overall revenue had increased by 1.3% at the end of the third quarter. This represents a 2.9% increase in the average amount of money spent by a guest ("per cap income"). With nearly 500,000 satisfied users in the year paying an average of $10 per head to use it, the Lo-Q product created over | 0 |
1cons | 60470941.txt_1 | 60470941.txt | 's statement
Overview
Lo-Q plc supplies and sells its services and products to parks that are members of the worldwide theme park industry.
The last year has been a very diffcult year for these companies. The large destination parks have seen attendances fall since the events of 9-11 and only found partial recovery this last year. Regional parks have found attendances reduced and our major customer, Six Flags, has managed to keep its attendances at near last year's numbers with a 1.8% drop in visitor levels. I am pleased to report that our systems worked every hour of every day that our customer required us to be renting our queuing robots, the Qbot. We take some pride in believing that our activities helped the corporation to increase the amount of money that the visitors spent whilst at the parks, the overall effect being that Six Flags managed to increase the total revenue spent by their guest so that their overall revenue had increased by 1.3% at the end of the third quarter. This represents a 2.9% increase in the average amount of money spent by a guest ("per cap income"). With nearly 500,000 satisfied users in the year paying an average of $10 per head to use it, the Lo-Q product created over 1 million hours of spare leisure time for these guests, providing them with many opportunities to enjoy, (and spend money on), other park activities.
Revenue has grown significantly over last year although park-by-park performance was mixed: · Two of the newer parks generated income well over $1m each, meeting the company's expectations
and exceeding the longest operating park's, (Georgia) best ever performance. · The Texas park was 80% up on last year. · Customers' reliance on the Lo-Q product was demonstrated by the Georgia park which, although
attendance was down, hence smaller queues, had an increase in revenue over the earlier years. · The final 2 parks, where there were no significant queues and little public awareness, generated little
income.
Because of the two underperforming parks, overall revenue was below where we hoped to end the year and we have already started to work with all the parks to put in place actions to further improve revenue for next year.
The revenue shortfall has resulted in a lower share of income for Lo-Q and hence our cash position at the end of the season is lower than forecast. The Directors identified the need to introduce further funds into the company at the time of the interim report and with | 1 |
1cons | 60470941.txt_2 | 60470941.txt | 1 million hours of spare leisure time for these guests, providing them with many opportunities to enjoy, (and spend money on), other park activities.
Revenue has grown significantly over last year although park-by-park performance was mixed: · Two of the newer parks generated income well over $1m each, meeting the company's expectations
and exceeding the longest operating park's, (Georgia) best ever performance. · The Texas park was 80% up on last year. · Customers' reliance on the Lo-Q product was demonstrated by the Georgia park which, although
attendance was down, hence smaller queues, had an increase in revenue over the earlier years. · The final 2 parks, where there were no significant queues and little public awareness, generated little
income.
Because of the two underperforming parks, overall revenue was below where we hoped to end the year and we have already started to work with all the parks to put in place actions to further improve revenue for next year.
The revenue shortfall has resulted in a lower share of income for Lo-Q and hence our cash position at the end of the season is lower than forecast. The Directors identified the need to introduce further funds into the company at the time of the interim report and with the income for the year being less than we hoped, the cash position may well become critical before the start of next season. There are a number of initiatives in progress that, if successful, will provide sufficient working capital to meet the current level of activity.
Review of Year
The group grew its revenues by 161% in the year ended 30 September 2003 to £2,315,143 (2002 - £886,484). This produced a loss before tax of £1,408,963 (2002 - £1,704,972).
Included in revenue is £1.28m realised on the sale of 5 installations and direct costs include an associated cost of £1.57m. The installations were sold to a finance company as part of a tripartite sale/leasing contract whereby the assets were immediately leased back to Lo-Q with a back-to-back lease with the theme parks. The substance of the transaction is that the theme parks have acquired the installations under a lease. Under the terms of the agreement, £1m was received immediately and there is a potential further $1.5m of income that can be earned by Lo-Q, of which £0.28m has been recognised as accrued income in the accounts | 2 |
1cons | 60470941.txt_3 | 60470941.txt | the income for the year being less than we hoped, the cash position may well become critical before the start of next season. There are a number of initiatives in progress that, if successful, will provide sufficient working capital to meet the current level of activity.
Review of Year
The group grew its revenues by 161% in the year ended 30 September 2003 to £2,315,143 (2002 - £886,484). This produced a loss before tax of £1,408,963 (2002 - £1,704,972).
Included in revenue is £1.28m realised on the sale of 5 installations and direct costs include an associated cost of £1.57m. The installations were sold to a finance company as part of a tripartite sale/leasing contract whereby the assets were immediately leased back to Lo-Q with a back-to-back lease with the theme parks. The substance of the transaction is that the theme parks have acquired the installations under a lease. Under the terms of the agreement, £1m was received immediately and there is a potential further $1.5m of income that can be earned by Lo-Q, of which £0.28m has been recognised as accrued income in the accounts. Realisation of the $1.5m is dependent upon the revenue stream from the installations and although the revenue for 2003 will release a small amount it has been considered prudent not to provide for the full potential future income.
1
Lo-Q Plc
Chairman's statement (Continued)
Review of Year (continued)
With the completion of the e-Line solution and the cash constraints facing the company overhead costs continue to be closely monitored. During the year the overhead headcount was reduced by 5 from 24 to 19 and has been further reduced since the year end.
Outlook for next year
Last year we identified that with the downturn in Theme Park attendances allied with nervousness over the general state of the global economy there was a reluctance to commit expenditure on long term projects involving significant capital. Along with the interim results, we announced our new "e-Line" product, which could be installed by parks at a lower cost. It is a limited functionality version of the main product facilitating faster deployment at much reduced cost and it will substantially reduce the barriers to entry of electronic line handling operations, especially when combined with wireless networking. Initially prospective customers remained cautious as they waited to see the out-turn for the current year but, | 3 |
1cons | 60470941.txt_b0 | 60470941.txt | expire:
2003 Land and buildings
£
2002 Land and buildings
£
Within one year In two to five years
20,373 37,500
37,500
57,873
37,500
Not included in the above note is the annual payment to a leasing company in respect of the installation sale in the year. See note 19.
The company had annual commitments under non-cancellable operating leases as set out below:
Operating leases which expire:
2003 Land and buildings
£
2002 Land and buildings
£
In two to five years
37,500
37,500
22 Reconciliation of operating loss to net cash inflow/(outflow) from operating activities
2003 £
Operating loss Depreciation of tangible fixed assets Loss on sale of tangible fixed assets Decrease/(increase) in stocks Decrease/(increase) in debtors (Decrease)/increase in creditors
(1,409,986) 157,834 59,230
1,604,249 6,602
(385,429)
2002 £
(1,732,507) 139,039 -
(1,772,589) (402,781) 405,652
Net cash inflow/(outflow) from operating activities
32,500 (3,363,186)
25
Lo-Q Plc Notes forming part of the financial statements for the year ended 30 September 2003 (Continued)
23 Reconciliation of net cash flow to movement in net funds Increase/(decrease) in cash
2003 £
126,321
2002 £
(426,086)
Movement in net funds resulting from cash flows Exchange translation
Movement in net funds Opening net funds
Closing net funds
126,321 652
126,973 160,060
287,033
(426,086) -
(426,086) 586,146
160,060
24 Analysis of net funds Cash at bank and in hand
At 1 October 2002 £
Cash flow £
At
Exchange 30 September
adjustments
2003
£
£
160,060 126,321
652
287,033
26
| 4 |
1cons | 60470941.txt_b1 | 60470941.txt |
1,128,120
2,427,046
1,313,263
2,659,601
19 Contingent liabilities
As part of the sale agreement of the park installations during the year the company has guaranteed the lease payments to be made by the theme park group. In the event that the theme park group is unable to meet the instalments due, the Group would be liable for meeting the payments, up to a maximum of $838,546 per annum until December 2006.
20 Pensions
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension charge represents contributions payable by the group to the fund and amounted to £38,326 (2002 - £37,513) Contributions amounting to NIL (2002 - NIL) were payable to the fund and are included in creditors.
24
Lo-Q Plc Notes forming part of the financial statements for the year ended 30 September 2003 (Continued)
21 Commitments under operating leases
The group had annual commitments under non-cancellable operating leases as set out below:
Operating leases which expire:
2003 Land and buildings
£
2002 Land and buildings
£
Within one year In two to five years
20,373 37,500
37,500
57,873
37,500
Not included in the above note is the annual payment to a leasing company in respect of the installation sale in the year. See note 19.
The company had annual commitments under non-cancellable operating leases as set out below:
Operating leases which expire:
2003 Land and buildings
£
2002 Land and buildings
£
In two to five years
37,500
37,500
22 Reconciliation of operating loss to net cash inflow/(outflow) from operating activities
2003 £
Operating loss Depreciation of tangible fixed assets Loss on sale of tangible fixed assets Decrease/(increase) in stocks Decrease/(increase) in debtors (Decrease)/increase in creditors
(1,409,986) 157,834 59,230
1,604,249 6,602
(385,429)
2002 £
(1,732,507 | 5 |
1cons | 60953668.txt_0 | 60953668.txt | IOMART GROUP PLC REPORT AND FINANCIAL STATEMENTS 2007 CONTENTS
Officers and professional advisers Chairman's statement Chief executive officer's report Finance director's report Corporate governance Report of the board to the members on directors' remuneration Directors' report Statement of directors' responsibilities Board of directors Independent auditors' report Consolidated income statement Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the accounts Holding company accounts Notice of annual general meeting
Page 2 3 4 5 7 9 13 15 16 17 19 20 21 22 23 52 61
PAGE 1 w w w. i o m a r t. c o m
IOMART GROUP PLC REPORT AND FINANCIAL STATEMENTS 2007 OFFICERS AND PROFESSIONAL ADVISERS
Directors Nick Kuenssberg OBE, BA, FCIS, CCMI, FIoD Angus MacSween Chris Batterham MA, FCA Stuart Forrest Mark Hallam Sarah Haran Richard Logan BA, CA Fred Shedden MA, LLB
Secretary Stewart Moir CA
Registered office Lister Pavilion Kelvin Campus West of Scotland Science Park Glasgow G20 0SP
Nominated adviser and broker KBC Peel Hunt Ltd 111 Old Broad Street London EC2N 1PH
Bankers Bank of Scotland 235 Sauchiehall Street Glasgow G2 3EY
Solicitors McGrigors Pacific House 70 Wellington Street Glasgow G2 6SB
Independent auditors Grant Thornton UK LLP 95 Bothwell Street Glasgow G2 7JZ
Registrars Capita IRG plc Bourne House 34 Beckenham Road Beckenham Kent BR3 4TU
Non executive chairman Chief executive officer Non executive director Director Director Director Director Non executive director
PAGE 2 w w w. i o m a r t. c o m
IOMART GROUP PLC REPORT AND FINANCIAL STATEMENTS 2007 CHAIRMAN'S STATEMENT
Financial and operating highlights · Significant acquisition of Datacentre business funded by £11m placing · Reduced cost of option to buy minority stake in Datacentre business · Ufindus and Easyspace performing well · Accounts for 2006/07 presented under IFRS convention · Profit after tax including deferred tax credit £2,180k (2006 £11k) This has been a pivotal year in our development, particularly with the raising of £11m through a share placement to acquire a controlling stake in significant datacentre | 0 |
1cons | 60953668.txt_1 | 60953668.txt | 111 Old Broad Street London EC2N 1PH
Bankers Bank of Scotland 235 Sauchiehall Street Glasgow G2 3EY
Solicitors McGrigors Pacific House 70 Wellington Street Glasgow G2 6SB
Independent auditors Grant Thornton UK LLP 95 Bothwell Street Glasgow G2 7JZ
Registrars Capita IRG plc Bourne House 34 Beckenham Road Beckenham Kent BR3 4TU
Non executive chairman Chief executive officer Non executive director Director Director Director Director Non executive director
PAGE 2 w w w. i o m a r t. c o m
IOMART GROUP PLC REPORT AND FINANCIAL STATEMENTS 2007 CHAIRMAN'S STATEMENT
Financial and operating highlights · Significant acquisition of Datacentre business funded by £11m placing · Reduced cost of option to buy minority stake in Datacentre business · Ufindus and Easyspace performing well · Accounts for 2006/07 presented under IFRS convention · Profit after tax including deferred tax credit £2,180k (2006 £11k) This has been a pivotal year in our development, particularly with the raising of £11m through a share placement to acquire a controlling stake in significant datacentre assets. The Group is now well positioned to take advantage of the exciting market opportunities in colocation and complex hosting more easily facilitated by the datacentre business. Boosted by the reduced cost of the option to acquire the minority stake, this will deliver significant shareholder returns in the medium term. You will note that our figures are presented under the new IFRS convention, introduced one year earlier than required; while the figures may look different, your Group has performed generally in line with expectations. Sales revenue was up 16.9% at £21,086k and profit before tax increased to £218k (2006 loss of £74k). The effect of the deferred tax credit through the recovery of losses increased profit after tax to £2,180k (2006 - £11k). We have not recommended a dividend. The management team under Angus MacSween has successfully improved internal systems and processes. Ufindus is increasingly selfsufficient, collection methods are better, Easyspace is more robust and the welcome appointment of Richard Logan as finance director has been effective. Dominic Marrocco, the previous owner and managing director of the datacentre business, has left, but we have a new highly experienced team under the leadership of Sarah Haran driving the integrated Eas | 1 |
1cons | 60953668.txt_2 | 60953668.txt | assets. The Group is now well positioned to take advantage of the exciting market opportunities in colocation and complex hosting more easily facilitated by the datacentre business. Boosted by the reduced cost of the option to acquire the minority stake, this will deliver significant shareholder returns in the medium term. You will note that our figures are presented under the new IFRS convention, introduced one year earlier than required; while the figures may look different, your Group has performed generally in line with expectations. Sales revenue was up 16.9% at £21,086k and profit before tax increased to £218k (2006 loss of £74k). The effect of the deferred tax credit through the recovery of losses increased profit after tax to £2,180k (2006 - £11k). We have not recommended a dividend. The management team under Angus MacSween has successfully improved internal systems and processes. Ufindus is increasingly selfsufficient, collection methods are better, Easyspace is more robust and the welcome appointment of Richard Logan as finance director has been effective. Dominic Marrocco, the previous owner and managing director of the datacentre business, has left, but we have a new highly experienced team under the leadership of Sarah Haran driving the integrated Easyspace and Easyspace Datacentres business. On a personal note, having been chairman of your Group since the AIM flotation in April 2000, I believe that it is appropriate that I plan to step down. We have therefore commissioned a search firm to identify suitably experienced candidates with a view to appointing a non-executive director who will take over as chairman in due course. The Group is now poised to deliver significant shareholder returns and I look forward to the increasing value which Angus and his team will deliver.
Nick Kuenssberg Chairman 20 June 2007
PAGE 3 w w w. i o m a r t. c o m
IOMART GROUP PLC REPORT AND FINANCIAL STATEMENTS 2007
CHIEF EXECUTIVE OFFICER'S REPORT
Easyspace Datacentres (UK) Ltd The highlight of 2006/7 has been our entry into the datacentre marketplace with the successful placing and acquisition of a controlling interest in Easyspace Datacentres (UK) Ltd (formerly Ezee DSL Ltd). Since the acquisition we have made good progress in making the datacentres operational and recruiting key senior personnel. The reaction to our initial marketing of the London datacentre has been very | 2 |
1cons | 60953668.txt_3 | 60953668.txt | yspace and Easyspace Datacentres business. On a personal note, having been chairman of your Group since the AIM flotation in April 2000, I believe that it is appropriate that I plan to step down. We have therefore commissioned a search firm to identify suitably experienced candidates with a view to appointing a non-executive director who will take over as chairman in due course. The Group is now poised to deliver significant shareholder returns and I look forward to the increasing value which Angus and his team will deliver.
Nick Kuenssberg Chairman 20 June 2007
PAGE 3 w w w. i o m a r t. c o m
IOMART GROUP PLC REPORT AND FINANCIAL STATEMENTS 2007
CHIEF EXECUTIVE OFFICER'S REPORT
Easyspace Datacentres (UK) Ltd The highlight of 2006/7 has been our entry into the datacentre marketplace with the successful placing and acquisition of a controlling interest in Easyspace Datacentres (UK) Ltd (formerly Ezee DSL Ltd). Since the acquisition we have made good progress in making the datacentres operational and recruiting key senior personnel. The reaction to our initial marketing of the London datacentre has been very encouraging and we remain convinced that our strategic move into the datacentre market at this stage of the cycle will provide additional growth and profit for the Group.
I am also pleased to report that, as a result of 186k Ltd, the vendor, not funding their share of the working capital requirement, iomart Group will acquire 100% of the equity for a maximum payment of £4.8m in 2 years time. Since we had expected to pay up to £20m to acquire the 49%, based on the business plan and formula in the purchase agreement, we believe this represents significant additional value for shareholders.
Having our own datacentre capacity allows us to reshape our strategy in the hosting environment, building on our existing experience, to be able to deliver the complete set of vertical components in the hosting arena from domain names, virtual webspace, websites, dedicated servers through to complex managed hosting solutions, colocation space, power, cooling and bandwidth.
As more and more mission critical business applications move on to the web, so organisations need more resilience, security and 24 hour management; the market for managed hosting services and datacentre capacity is expected to grow significantly over the next few years. We will leverage the skills and experience within Easyspace | 3 |
1cons | 60953668.txt_b0 | 60953668.txt | before they allot new shares covered by it. If the directors wish, other than by rights issue, to allot for cash new shares which would exceed the 5 per cent. limit referred to above, they would first have to ask the company's shareholders to waive their pre-emption rights in respect of that proportion of new shares which exceeds the 5 per cent. ceiling.
There are legal, regulatory and practical reasons why it may not always be possible to issue new shares under a rights issue to some shareholders, particularly those resident overseas. To cater for this, Resolution 8, in authorising the directors to allot new shares by way of a rights issue, also permits the directors to make appropriate exclusions or arrangements to deal with such difficulties.
The power given by Resolution 8 will, unless sooner revoked or varied by the company, last until next year's annual general meeting or 27
PAGE 63 w w w. i o m a r t. c o m
IOMART GROUP PLC REPORT AND FINANCIAL STATEMENTS 2007 NOTICE OF 2006 ANNUAL GENERAL MEETING October 2007, whichever occurs first. This resolution complies with the IPCs' guidelines. Resolution 9 Authority to purchase company's own shares This resolution grants authority to the company to make purchases of up to a maximum of 10% of the issued ordinary share capital of the company. In certain circumstances it may be advantageous for the company to purchase its Ordinary Shares. The directors would use the share purchase authority with discretion and purchases would only be made from funds not required for other purposes and in light of market conditions prevailing at the time. In reaching a decision to purchase Ordinary Shares, your directors would take account of the company's cash resources and capital, the effect of such purchases on the company's business and on earnings per Ordinary Share. The directors have no present intention of using the authority. However, the directors consider that it is in the best interests of the company and its shareholders as a whole that the company should have the flexibility to buy back its own shares should the directors in the future consider that it is appropriate to do so. In relation to any buy back, the maximum price per Ordinary Share at which the company is authorised in terms of Resolution 9 to affect that buy back is 5% above the average middle market price of an Ordinary Share for the five business days immediately preceding the date on which the buy back is effected.
PAGE 64 w w w. i o m a r t. c o m
| 4 |
1cons | 60953668.txt_b1 | 60953668.txt | whose shares are traded on the Alternative Investment Market of the London Stock Exchange.
Resolution 8 - Disapplication of pre-emption rights
Resolution 8 renews an authority given to the directors at the last annual general meeting of the company, held on 21 June 2006, which expires at this meeting.
Under Section 89(1) of the Act, if the directors wish to allot any of the unissued shares for cash, they must in the first instance offer them to existing shareholders in proportion to the number of shares they each hold at that time. An offer of this type is called a "rights issue" and the entitlement to be offered a new share is known as a "pre-emption right".
There may be circumstances, however, where it is in the interests of the company for the directors to allot some of the new shares for cash other than by way of a rights issue. This cannot be done under the Act unless the shareholders first waive their pre-emption rights. Resolution 8 asks shareholders to do this, but only in respect of new shares equal to 5 per cent. of the company's issued ordinary share capital at the date of the notice of annual general meeting.
The directors will be able to use this power without obtaining further authority from shareholders before they allot new shares covered by it. If the directors wish, other than by rights issue, to allot for cash new shares which would exceed the 5 per cent. limit referred to above, they would first have to ask the company's shareholders to waive their pre-emption rights in respect of that proportion of new shares which exceeds the 5 per cent. ceiling.
There are legal, regulatory and practical reasons why it may not always be possible to issue new shares under a rights issue to some shareholders, particularly those resident overseas. To cater for this, Resolution 8, in authorising the directors to allot new shares by way of a rights issue, also permits the directors to make appropriate exclusions or arrangements to deal with such difficulties.
The power given by Resolution 8 will, unless sooner revoked or varied by the company, last until next year's annual general meeting or 27
PAGE 63 w w w. i o m a r t. c o m
IOMART GROUP PLC REPORT AND FINANCIAL STATEMENTS 2007 NOTICE OF 2006 ANNUAL GENERAL MEETING October 2007, whichever occurs first. This resolution complies with the IPCs' guidelines. Resolution 9 Authority to purchase company's own shares This resolution grants authority to the company | 5 |
1cons | 61638482.txt_0 | 61638482.txt | Annual Report and Accounts 2011
becoming the best bank for customers
Lloyds Banking Group Annual Report and Accounts 2011
CONTENTS
Overview
Introduction1
Group performance
2
Key performance indicators
6
At a glance
8
Chairman's statement
10
Group Chief Executive's review
14
Business review
Marketplace trends
21
Business model and strategy
24
Delivering our action plan
26
Relationships and responsibility
30
Customers31
Colleagues34
Communities38
Our London 2012 Partnership
42
Summary of Group results
44
Divisional results
Retail54
Wholesale59
Commercial66
Wealth and International
70
Insurance77
Group Operations
84
Other financial information
86
Five year financial summary
98
Risk management
99
Financial statements
Report of the independent auditors on the
consolidated financial statements
206
Consolidated financial statements
208
Notes to the consolidated financial statements
216
Report of the independent auditors on the
parent company financial statements
344
Parent company financial statements
345
Notes to the parent company financial statements
348
Other information
Shareholder information
356
Forward looking statements
358
Glossary359
Abbreviations364
Index to annual report365
This Annual Report online
A full version of our Annual Report and Accounts and information relating to Lloyds Banking Group is available at:
www.lloydsbankinggroup.com
Governance
Board of Directors
172
Directors' report
174
Corporate governance report
177
Directors' remuneration report
187
Lloyds Banking Group is proud to be the official banking and insurance partner for the London 2012 Olympic and Paralympic Games.
Overview Business review r
Governance r Financial statements r
Other information r
Lloyds Banking Group Annual Report and Accounts 2011
Introduction Group performance Key performance indicators At a glance Chairman's statement Group Chief Executive's review
| 0 |
1cons | 61638482.txt_1 | 61638482.txt | 208
Notes to the consolidated financial statements
216
Report of the independent auditors on the
parent company financial statements
344
Parent company financial statements
345
Notes to the parent company financial statements
348
Other information
Shareholder information
356
Forward looking statements
358
Glossary359
Abbreviations364
Index to annual report365
This Annual Report online
A full version of our Annual Report and Accounts and information relating to Lloyds Banking Group is available at:
www.lloydsbankinggroup.com
Governance
Board of Directors
172
Directors' report
174
Corporate governance report
177
Directors' remuneration report
187
Lloyds Banking Group is proud to be the official banking and insurance partner for the London 2012 Olympic and Paralympic Games.
Overview Business review r
Governance r Financial statements r
Other information r
Lloyds Banking Group Annual Report and Accounts 2011
Introduction Group performance Key performance indicators At a glance Chairman's statement Group Chief Executive's review
INTRODUCTION
Our aim is to become the best bank for customers
We are creating a simpler, more agile and responsive organisation, and are making a big investment in products and services.
This will offer more to our customers, as well as delivering strong, stable and sustainable returns for our shareholders.
1 2
1
6
8
10
14
20
171 205 355
Lloyds Banking Group is a leading UK based financial services group providing a wide range of banking and financial services, primarily in the UK, to personal and corporate customers.
The main business activities are retail, commercial and corporate banking, general insurance, and life, pensions and investment provision. The Group operates the UK's largest retail bank and has a large and diversified customer base.
Services are offered through a number of well recognised brands including Lloyds TSB, Halifax, Bank of Scotland, and Scottish Widows, and a range of distribution channels including the largest branch network in the UK.
Lloyds Banking Group is quoted on both the London Stock Exchange and the New York Stock Exchange and is one of the largest companies within the FTSE 100.
Through investing in our | 1 |
1cons | 61638482.txt_2 | 61638482.txt |
INTRODUCTION
Our aim is to become the best bank for customers
We are creating a simpler, more agile and responsive organisation, and are making a big investment in products and services.
This will offer more to our customers, as well as delivering strong, stable and sustainable returns for our shareholders.
1 2
1
6
8
10
14
20
171 205 355
Lloyds Banking Group is a leading UK based financial services group providing a wide range of banking and financial services, primarily in the UK, to personal and corporate customers.
The main business activities are retail, commercial and corporate banking, general insurance, and life, pensions and investment provision. The Group operates the UK's largest retail bank and has a large and diversified customer base.
Services are offered through a number of well recognised brands including Lloyds TSB, Halifax, Bank of Scotland, and Scottish Widows, and a range of distribution channels including the largest branch network in the UK.
Lloyds Banking Group is quoted on both the London Stock Exchange and the New York Stock Exchange and is one of the largest companies within the FTSE 100.
Through investing in our branches, such as the Lloyds TSB branch in Stratford, East London, we are reinvigorating our brands and enabling better customer service.
2
Lloyds Banking Group Annual Report and Accounts 2011
GROUP PERFORMANCE
Delivering resilient performance
"In 2011, we established our longer term strategy for the Group, acted quickly and decisively to mitigate the effects of a challenging environment and put in place the right foundations to deliver on our objectives over the next 3-5 years. We delivered a resilient performance and made good progress against the key elements of our strategic plan to become the best bank for our customers."
António Horta-Osório Group Chief Executive
Key highlights Good progress against strategy creating new opportunities for growth
Balance sheet further strengthened Capital position strengthened: Core tier 1 capital ratio of 10.8 per cent, improved by 60 basis points Strong deposit growth: customer deposits (excluding repos) increased 6 per cent to £406 billion Funding position significantly improved: wholesale funding reduced to £251 billion, down 16 per cent Strong progress against term funding objectives with £35 billion of wholesale term issuance Loan to deposit ratio substantially improved to 135 per cent (31 December | 2 |
1cons | 61638482.txt_3 | 61638482.txt | branches, such as the Lloyds TSB branch in Stratford, East London, we are reinvigorating our brands and enabling better customer service.
2
Lloyds Banking Group Annual Report and Accounts 2011
GROUP PERFORMANCE
Delivering resilient performance
"In 2011, we established our longer term strategy for the Group, acted quickly and decisively to mitigate the effects of a challenging environment and put in place the right foundations to deliver on our objectives over the next 3-5 years. We delivered a resilient performance and made good progress against the key elements of our strategic plan to become the best bank for our customers."
António Horta-Osório Group Chief Executive
Key highlights Good progress against strategy creating new opportunities for growth
Balance sheet further strengthened Capital position strengthened: Core tier 1 capital ratio of 10.8 per cent, improved by 60 basis points Strong deposit growth: customer deposits (excluding repos) increased 6 per cent to £406 billion Funding position significantly improved: wholesale funding reduced to £251 billion, down 16 per cent Strong progress against term funding objectives with £35 billion of wholesale term issuance Loan to deposit ratio substantially improved to 135 per cent (31 December 2010: 154 per cent)
Reshaping our business portfolio: reducing risk, focusing on the core, and exiting non-core areas Substantial non-core asset reduction of £53 billion to £141 billion Conservative approach to, and prudent appetite for, risk fully embedded across the business Increased focus on the core business, while substantially decreasing non-core assets Announced exit from operations in seven overseas countries
Simplifying the Group: reducing costs and creating a new operational model Integration successfully executed, realising annual run-rate savings of more than £2 billion Strong initial progress on delivery of simplification initiatives, using our proven capabilities from Integration Simplification run-rate cost savings of £242 million at end 2011
Invest to be the best bank for our customers: creating new opportunities for growth Successful launch of multi-brand strategy, including relaunch of Halifax as a challenger brand Support for Small and Medium-sized Enterprises (SMEs) strengthened: Merlin commitments exceeded,
and Commercial loan growth of 3 per cent against UK market, down 6 per cent Good Bancassurance progress with Retail and Commercial (SME) customers Increased market shares in key, capital-light Wholesale products | 3 |
1cons | 61638482.txt_b0 | 61638482.txt | further advice.
Head office
25 Gresham Street, London EC2V 7HN Telephone +44 (0)20 7626 1500
Registered office
The Mound, Edinburgh EH1 1YZ Registered in Scotland no 95000
Internet
www.lloydsbankinggroup.com
Forward looking statements
This annual review contains forward looking statements with respect to the business, strategy and plans of the Lloyds Banking Group, its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Group or the Group's management's beliefs and expectations, are forward looking statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The Group's actual future business, strategy, plans and/or results may differ materially from those expressed or implied in these forward looking statements as a result of a variety of risks, uncertainties and other factors, including, without limitation, UK domestic and global economic and business conditions; the ability to derive cost savings and other benefits including, without limitation, as a result of the integration of HBOS and the Group's simplification programme; the ability to access sufficient funding to meet the Group's liquidity needs; changes to the Group's credit ratings; risks concerning borrower or counterparty credit quality; instability in the global financial markets including Eurozone instability; changing demographic and market related trends; changes in customer preferences; changes to regulation, accounting standards or taxation, including changes to regulatory capital or liquidity requirements; the policies and actions of governmental or regulatory authorities in the UK, the European Union, or jurisdictions outside the UK, including other European countries and the US; the ability to attract and retain senior management and other employees; requirements or limitations imposed on the Group as a result of HM Treasury's investment in the Group; the ability to complete satisfactorily the disposal of certain assets as part of the Group's EU state aid obligations; the extent of any future impairment charges or write-downs caused by depressed asset valuations; exposure to regulatory scrutiny, legal proceedings or complaints, actions of competitors and other factors. Please refer to the latest Annual Report on Form 20-F filed with the US Securities and Exchange Commission for a discussion of certain factors together with examples of forward looking statements. The forward looking statements contained in this annual review are made as at the date of this announcement, and the Group undertakes no obligation to update any of its forward looking statements.
| 4 |
1cons | 61638482.txt_b1 | 61638482.txt | Telephone 1-866-259-0336 (US toll free), international callers: +1 201-680-6825. Alternatively visit www.adrbnymellon.com or email shrrelations@bnymellon.com
Share sale fraud
Lloyds Banking Group have been made aware of an increasing number of share sale frauds being reported by listed companies. This involves bogus stockbrokers, usually based overseas, cold calling people to:
either pressure them into buying shares that promise high returns; or offer to buy their shares at an inflated price claiming that there is a `secret' takeover or
merger. This is followed by a request for an upfront cash bond to commit to the deal.
In reality, the shares or secret information are either worthless or nonexistent and if you receive such a call, we strongly recommend that you seek independent investment advice from an FSA authorised adviser before you take any action.
If you are concerned that you may have been targeted by such a scheme, please contact the FSA Consumer Helpline on 0845 606 1234, www.fsa.gov.uk or Action Fraud on 0300 123 2040, www.actionfraud.org.uk for further advice.
Head office
25 Gresham Street, London EC2V 7HN Telephone +44 (0)20 7626 1500
Registered office
The Mound, Edinburgh EH1 1YZ Registered in Scotland no 95000
Internet
www.lloydsbankinggroup.com
Forward looking statements
This annual review contains forward looking statements with respect to the business, strategy and plans of the Lloyds Banking Group, its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Group or the Group's management's beliefs and expectations, are forward looking statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The Group's actual future business, strategy, plans and/or results may differ materially from those expressed or implied in these forward looking statements as a result of a variety of risks, uncertainties and other factors, including, without limitation, UK domestic and global economic and business conditions; the ability to derive cost savings and other benefits including, without limitation, as a result of the integration of HBOS and the Group's simplification programme; the ability to access sufficient funding to meet | 5 |
1cons | 60606446.txt_0 | 60606446.txt | Biotrace International Plc
Biotrace
International Plc
Annual Report and Accounts 2004
Annual Report and Accounts 2004
Biotrace is a leading manufacturer of industrial microbiology products
Our mission is to:
q Deliver excellent customer service and support q Provide innovative and technologically advanced products and services
in response to customers' needs q Sustain excellence in product quality and reliability q Develop and maintain an open working environment with high
development opportunities for all employees q Create a progressive and profitable group of companies which meets
the expectations of its shareholders, customers and employees
Contents
1 Introduction to Biotrace 2 Chairman's Statement 4 Chief Executive's Review 8 Group Profile 12 Financial Review 14 Directors and Advisers 15 Directors' Report 24 Independent Auditors' Report 25 Consolidated Profit and Loss Account 26 Consolidated Statement of Total Recognised
Gains and Losses
27 Consolidated Balance Sheet 28 Company Balance Sheet 29 Consolidated Cash Flow Statement 30 Notes to the Financial Statements 49 Notice of Meeting 51 Form of Proxy ibc Five Year Record ibc Financial Calendar
Welcome to Biotrace, a worldwide Group specialising in the development, manufacture and marketing of innovative products for:
q Industrial applications:
the analysis of food, beverages and cosmetic products or environmental samples, such as air, water and surface to determine their microbiological quality;
q Life Science applications:
medical microbiology and life science research
q Defence applications:
detection of biological weapons
Annual Report Year ended 31 December 2004
1
Chairman's Statement
The Group made solid progress in 2004 by continuing to implement its corporate growth plans
Highlights
q Sales up 34% to £26.6 million (2003: £19.9 million)
q Profit before amortization, exceptional items and tax £3.0 million (2003: £3.8 million)
q Profit before tax £2.2 million (2003: £3.3 million), reflecting changes in business mix and other factors now addressed
q Profit before tax of £1.4 million in second half, up 75% on first half
q Earnings per share 3.56p (2003: 7.37p, 5.39p per share on same tax charge)
q Operating cash flow up 22% at £3.5 million (2003: £2.9 million)
q Strong performances from International BioProducts ("IBP") and Tecra P | 0 |
1cons | 60606446.txt_1 | 60606446.txt | food, beverages and cosmetic products or environmental samples, such as air, water and surface to determine their microbiological quality;
q Life Science applications:
medical microbiology and life science research
q Defence applications:
detection of biological weapons
Annual Report Year ended 31 December 2004
1
Chairman's Statement
The Group made solid progress in 2004 by continuing to implement its corporate growth plans
Highlights
q Sales up 34% to £26.6 million (2003: £19.9 million)
q Profit before amortization, exceptional items and tax £3.0 million (2003: £3.8 million)
q Profit before tax £2.2 million (2003: £3.3 million), reflecting changes in business mix and other factors now addressed
q Profit before tax of £1.4 million in second half, up 75% on first half
q Earnings per share 3.56p (2003: 7.37p, 5.39p per share on same tax charge)
q Operating cash flow up 22% at £3.5 million (2003: £2.9 million)
q Strong performances from International BioProducts ("IBP") and Tecra Pty Ltd ("Tecra"), acquired in September 2003 and June 2004 respectively
q Total dividend for the year increased by 22% to 1.40p (2003: 1.15p)
Results and earnings
The transition to direct selling in North America coupled with other operational issues reported at the interim stage had an adverse effect on profits in the first half. The business however responded well in the second half with operating profits doubling from their first half level. In common with others operating in North America, the US dollar weakness continues to adversely affect sales and profits when translated into sterling.
Sales for the year were £26.6 million (2003: £19.9 million), a growth of 34% over 2003 and a compound annual growth rate since 2000 of 37%. The profit before taxation was £2.2 million compared with £3.3 million in 2003. Earnings per share for 2004 was 3.56p (2003: 7.37p) reduced from the prior year due to lower earnings, a normalised tax charge and a greater number of shares in issue. Cash flow from operating activities was robust, increasing by 22% over 2003 to £3.5 million (2003: £2.9 million) and has grown at a compound annual | 1 |
1cons | 60606446.txt_2 | 60606446.txt | ty Ltd ("Tecra"), acquired in September 2003 and June 2004 respectively
q Total dividend for the year increased by 22% to 1.40p (2003: 1.15p)
Results and earnings
The transition to direct selling in North America coupled with other operational issues reported at the interim stage had an adverse effect on profits in the first half. The business however responded well in the second half with operating profits doubling from their first half level. In common with others operating in North America, the US dollar weakness continues to adversely affect sales and profits when translated into sterling.
Sales for the year were £26.6 million (2003: £19.9 million), a growth of 34% over 2003 and a compound annual growth rate since 2000 of 37%. The profit before taxation was £2.2 million compared with £3.3 million in 2003. Earnings per share for 2004 was 3.56p (2003: 7.37p) reduced from the prior year due to lower earnings, a normalised tax charge and a greater number of shares in issue. Cash flow from operating activities was robust, increasing by 22% over 2003 to £3.5 million (2003: £2.9 million) and has grown at a compound annual growth rate of 28% since 2000
Dividend
The Board recommends a final dividend of 1.15p per share, which combined with the interim dividend of 0.25p paid in October, gives a total dividend of 1.40p per share for the year. This represents an increase of 22% over 2003.
2
Biotrace International Plc
Dividend (p/share)
1.15 0.96 0.80
1.40
2001 2002 2003 2004
Corporate development
In 2004, the Company continued to implement its strategy of expanding its product portfolio and sales infrastructure. In June last year, the Company acquired Tecra, an Australian based business, which expanded the Group's product offering and strengthened distribution in Asia Pacific.
The continued support of our shareholders, customers, suppliers and partners is much appreciated. The Board recognises that the progress made over this period would not have been possible without the dedication and determination of our staff. On behalf of the Board I offer them our warmest thanks.
Prospects
Top line growth in 2005 will be generated from a full year of contribution from Tecra but, also through continued organic growth. The enhanced product range coupled | 2 |
1cons | 60606446.txt_3 | 60606446.txt | growth rate of 28% since 2000
Dividend
The Board recommends a final dividend of 1.15p per share, which combined with the interim dividend of 0.25p paid in October, gives a total dividend of 1.40p per share for the year. This represents an increase of 22% over 2003.
2
Biotrace International Plc
Dividend (p/share)
1.15 0.96 0.80
1.40
2001 2002 2003 2004
Corporate development
In 2004, the Company continued to implement its strategy of expanding its product portfolio and sales infrastructure. In June last year, the Company acquired Tecra, an Australian based business, which expanded the Group's product offering and strengthened distribution in Asia Pacific.
The continued support of our shareholders, customers, suppliers and partners is much appreciated. The Board recognises that the progress made over this period would not have been possible without the dedication and determination of our staff. On behalf of the Board I offer them our warmest thanks.
Prospects
Top line growth in 2005 will be generated from a full year of contribution from Tecra but, also through continued organic growth. The enhanced product range coupled with our expanded direct sales organisation will help fuel this growth. The Company is now much stronger with greater visibility of its revenues which, together with the organisational changes made in the latter part of 2004, should continue to enhance financial performance.
T A Clements Chairman
We have made a positive start to 2005 and the Company is well placed to continue to consolidate leadership in the industrial microbiology market. Whilst Management's focus will be on improving profitability, it will also continue to seek out synergistic acquisitions that will add value to our customers and to our earnings in the longer term."
Annual Report Year ended 31 December 2004
3
Chief Executive's Review
Whilst Group sales moved ahead strongly in 2004, boosted by a full year contribution of IBP and a half year of Tecra, this was offset by a decline in Defence sales and a reduction in North American hygiene sales. The financial performance of the business was also affected by a number of isolated issues which adversely affected margins and reduced profits compared with the previous year. The issues were largely confined to the first half and second half operating profits were double that of the first half. As in previous years, growth was led by a significant increase in consumable sales, while the installed base | 3 |
1cons | 60606446.txt_b0 | 60606446.txt | ) Exceptional revenue Profit before taxation (£'000) Profit after taxation and minority interests (£'000)
Earnings (£'000) Average shares in issue (No. 000) Earnings per share Diluted earnings per share Earnings per share before exceptional items
Shareholders' funds (£'000) Net asset value per ordinary share in issue
2004
26,639
2,366 (157)
2,209
1,375 1,375 38,634 3.56p 3.53p
3.84p 16,470
42p
2003
19,901
3,497 (185)
3,312
2,732 2,732 37,073 7.37p 7.24p
7.78p 15,086
39p
2002
12,502
2,196 (182)
2,014
1,664 1,664 36,379 4.57p 4.49p
5.00p 10,803
30p
2001 restated
9,601
1,755 (65) 247
1,937
1,665
1,665 34,664
4.80p 4.78p
4.22p
9,368
27p
2000
7,621
603 (72)
531
465 465 34,366 1.35p 1.35p
1.52p 5,460
16p
Figures for 2001 were adjusted to reflect the adoption of FRS 19 `Deferred tax'. Figures for 2000 have not been adjusted.
Financial Calendar
12 May 2005 September 2005
March 2006
Annual General Meeting
Announcement of interim results for the six months ended 30 June 2005
Announcement of preliminary results for the year ended 31 December 2005
For additional copies of this Report and Accounts or for any further information on Biotrace International Plc, please contact:
Peter Morgan, Finance Director Biotrace International Plc, The Science Park, Bridgend CF31 3NA
www.biotrace.com
Biotrace International Plc The Science Park Bridgend CF31 3NA United Kingdom T +44 (0) 1656 641400 F +44 (0) 1656 768837 E corporate@biotrace.co.uk
005
| 4 |
1cons | 60606446.txt_b1 | 60606446.txt | vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.
(iv) Completion and return of the Form of Proxy will not preclude shareholders attending and voting at the Meeting should they subsequently decide to do so.
(v) In the case of a corporation this form must be under its seal or under the hand of an officer or agent duly authorised to sign the same.
(vi) Any alterations made to this form should be initialled. (vii) In respect of Crest voting please refer to Note (5) in the Notice of Meeting.
Annual Report Year ended 31 December 2004
BUSINESS REPLY SERVICE Licence No. MB 122
SECOND FOLD
1
Capita Registrars (PROXIES) PO BOX 25 Beckenham Kent BR3 4BR
FIRST FOLD
THIRD FOLD
Five Year Summary
Year
Turnover (£'000) Profit before exceptional costs and taxation (£'000) Exceptional costs (£'000) Exceptional revenue Profit before taxation (£'000) Profit after taxation and minority interests (£'000)
Earnings (£'000) Average shares in issue (No. 000) Earnings per share Diluted earnings per share Earnings per share before exceptional items
Shareholders' funds (£'000) Net asset value per ordinary share in issue
2004
26,639
2,366 (157)
2,209
1,375 1,375 38,634 3.56p 3.53p
3.84p 16,470
42p
2003
19,901
3,497 (185)
3,312
2,732 2,732 37,073 7.37p 7.24p
7.78p 15,086
39p
2002
12,502
2,196 (182)
2,014
1,664 1,664 36,379 4.57p 4.49p
5.00p 10,803
30p
2001 restated
9,601
1,755 (65) 247
1,937
1,665
1,665 34,6 | 5 |
1cons | 61456073.txt_0 | 61456073.txt | A detailed approach to service delivery
The Capita Group Plc Annual Report and Accounts 2010
Directors' report
The Directors present the Annual Report for the year ended 31 December 2010 which includes the business review, governance and audited Group accounts for the year. Pages 01 to 90 of this Annual Report comprise a Report of the Directors that has been drawn up and presented in accordance with English company law and the liabilities of the Directors in connection with that report shall be subject to the limitations and restrictions provided by such law. Where we refer in this report to other reports or material, such as a website address, this has been done to direct the reader to other sources of Capita information which may be of interest to the reader. Such additional materials do not form part of this Report.
Cautionary statement regarding forward-looking statements
This Annual Report has been prepared for the members of the Company and no one else. The Company, its Directors, employees or agents do not accept or assume responsibility to any other person in connection with this document and any such responsibility or liability is expressly disclaimed. This Annual Report contains certain forward-looking statements with respect to the principal risks and uncertainties facing the Company. By their nature, these statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. The forward-looking statements reflect the knowledge and information available at the date of preparation of this Annual Report, and will not be updated during the year. Nothing in this Annual Report should be construed as a profit forecast.
Business review Governance Accounts
The Capita Group Plc
01
What's in the report
0160 Business review
02 A snapshot of our business
07 Our principal KPIs and performance
11 Our business model
6190 Governance 91145 Accounts
1. Generating profitable growth 2. Targeting growth markets
3. Controlling and measuring growth
4. Delivering business responsibly 5. Maintaining performance across
our divisions
62 Board members 64 Corporate governance and
remuneration
92 Our accounts 145 Shareholder information
A brief look at how Capita leads the business process outsourcing market in the UK, the benefits we deliver to clients and their customers and how this allows us to create value for all our | 0 |
1cons | 61456073.txt_1 | 61456073.txt | because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. The forward-looking statements reflect the knowledge and information available at the date of preparation of this Annual Report, and will not be updated during the year. Nothing in this Annual Report should be construed as a profit forecast.
Business review Governance Accounts
The Capita Group Plc
01
What's in the report
0160 Business review
02 A snapshot of our business
07 Our principal KPIs and performance
11 Our business model
6190 Governance 91145 Accounts
1. Generating profitable growth 2. Targeting growth markets
3. Controlling and measuring growth
4. Delivering business responsibly 5. Maintaining performance across
our divisions
62 Board members 64 Corporate governance and
remuneration
92 Our accounts 145 Shareholder information
A brief look at how Capita leads the business process outsourcing market in the UK, the benefits we deliver to clients and their customers and how this allows us to create value for all our stakeholders.
A look at progress against our principal financial and non-financial KPIs and how the Group has performed in 2010.
Paul Pindar, Chief Executive, introduces Capita's straightforward business goal and comprehensive strategy. Our objective is to continue developing Capita as a long term, sustainable business that consistently performs, delivering value to all our stakeholders. To achieve our objective we have a business model that focuses on 5 core elements:
both organically and through acquisitions. We secure long term, recurring revenues from new and existing clients and acquire small to medium sized businesses to expand our capability and take us into new areas. Go to page 12
for BPO and professional support services in the UK, Europe and Ireland. We seek opportunities across our 9 chosen public and private sector markets where we can both deliver value to clients and make a fair return for Capita. Go to page 22
through strong leadership and business practices. With good financial controls, careful risk management and effective governance, we work to clear financial KPI targets within a robust management and operating structure. Go to page 32
to meet the needs of all our stakeholders. We manage our business, resources and environmental and social impacts with a clear set of non-financial KPIs, embedded policies and robust | 1 |
1cons | 61456073.txt_2 | 61456073.txt | stakeholders.
A look at progress against our principal financial and non-financial KPIs and how the Group has performed in 2010.
Paul Pindar, Chief Executive, introduces Capita's straightforward business goal and comprehensive strategy. Our objective is to continue developing Capita as a long term, sustainable business that consistently performs, delivering value to all our stakeholders. To achieve our objective we have a business model that focuses on 5 core elements:
both organically and through acquisitions. We secure long term, recurring revenues from new and existing clients and acquire small to medium sized businesses to expand our capability and take us into new areas. Go to page 12
for BPO and professional support services in the UK, Europe and Ireland. We seek opportunities across our 9 chosen public and private sector markets where we can both deliver value to clients and make a fair return for Capita. Go to page 22
through strong leadership and business practices. With good financial controls, careful risk management and effective governance, we work to clear financial KPI targets within a robust management and operating structure. Go to page 32
to meet the needs of all our stakeholders. We manage our business, resources and environmental and social impacts with a clear set of non-financial KPIs, embedded policies and robust initiatives. Go to page 42
to meet the Group's overall objectives. Managed within a straightforward, pragmatic divisional structure, our operations are aligned to our Group business goals and share Group resources and scale benefits to consistently deliver efficient, quality services. Go to page 54
Meet the Capita team.
Martin Bolland, Non-Executive Chairman, outlines Capita's approach to good corporate governance and Martina King, Chair of the Remuneration Committee, introduces the Directors' remuneration report.
Financial statements, notes and Auditors' reports.
Who to contact and how to reach them.
Business review Governance Accounts
The Capita Group Plc
02
We deliver services Asnapshotof
our business
that generate
real value for our clients
and their customers
See our services in action
Delivering for the customer Driving efficiency and cost improvement whilst enhancing customer experiences.
Explore our partnership with AXA on pages 20 and 21.
Empowering frontline employees Our improvements to Harrow Council's systems have given employees the tools to do their jobs more effectively.
Explore our Harrow partnership on pages 30 and 31.
Improving local services We're | 2 |
1cons | 61456073.txt_3 | 61456073.txt | initiatives. Go to page 42
to meet the Group's overall objectives. Managed within a straightforward, pragmatic divisional structure, our operations are aligned to our Group business goals and share Group resources and scale benefits to consistently deliver efficient, quality services. Go to page 54
Meet the Capita team.
Martin Bolland, Non-Executive Chairman, outlines Capita's approach to good corporate governance and Martina King, Chair of the Remuneration Committee, introduces the Directors' remuneration report.
Financial statements, notes and Auditors' reports.
Who to contact and how to reach them.
Business review Governance Accounts
The Capita Group Plc
02
We deliver services Asnapshotof
our business
that generate
real value for our clients
and their customers
See our services in action
Delivering for the customer Driving efficiency and cost improvement whilst enhancing customer experiences.
Explore our partnership with AXA on pages 20 and 21.
Empowering frontline employees Our improvements to Harrow Council's systems have given employees the tools to do their jobs more effectively.
Explore our Harrow partnership on pages 30 and 31.
Improving local services We're delivering significant cost savings to Birmingham City Council while helping to improve services for citizens.
Explore our Service Birmingham partnership on pages 40 and 41.
Accessing education online We've helped low-income families across England gain access to a computer and the internet at home.
Explore the service we delivered for Becta on pages 52 and 53.
Business review Governance The Capita Group Plc
Accounts
A snapshot of our business
03
Our eye for detail, practical innovation and experience enable us to reshape services that both answer the needs of our clients and deliver quality, responsive services to the public.
These same qualities underpin the way we manage and grow our business, allowing us to deliver value to all our stakeholders.
Our clients benefit from Capita's expertise, innovation and extensive resources and infrastructure. When they transfer their back office and frontline customer services to us we sign up to delivering an improved service, at a defined cost, over a long term contract.
We use customer insight and our ability to better manage people, processes and IT to achieve a more efficient alignment of resources and a better customer experience.
Our innovative service solutions and record of consistent operational delivery have helped to fuel our growth and position Capita | 3 |
1cons | 61456073.txt_b0 | 61456073.txt | per minute plus network extras, lines are open 9.00am to 5.30pm, Monday to Friday).
International dividend payment service
Capita Registrars has partnered with Travelex to provide you with a service that will convert your sterling dividends into your local currency at a competitive rate. You can choose to receive payment directly into your bank account, or alternatively, we can send you a currency draft. For further information call Capita Registrars on 0871 664 0385 (UK calls cost 10p per minute plus network extras, lines are open 9.00am to 5.30pm, Monday to Friday).
(Overseas) +44 20 8639 3405
e-mail: ips@capitaregistrars.com
Registered office
The Capita Group Plc 71 Victoria Street Westminster London SW1H 0XA Tel: 020 7799 1525 Fax: 020 7799 1526
Registered number: 2081330
Company Secretary Gordon Hurst
Stockbrokers
Citi Citigroup Centre 33 Canada Square Canary Wharf London E14 5LB
Deutsche Bank A G 1 Great Winchester Street London EC2N 2DB
Auditors
KPMG 15 Canada Square London E14 5GL
Solicitors
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Bankers
Barclays Bank plc London Corporate Banking PO Box 544 First Floor 154 Lombard Street London EC3V 9EX
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The Capita Group Plc 71 Victoria Street Westminster London SW1H 0XA T 020 7799 1525 F 020 7799 1526 www.capita.co.uk
A huge thank you to all our employees, clients, business partners and friends who have kindly participated in the production of this report.
Designed and produced by Radley Yeldar Photography by David Hares and George Brooks Illustration by Ryan Todd Printed by St Ives Westerham This report is printed on Think4Bright which is made from 50% recovered fibre, diverting waste from landfill and contains material sourced from responsibly managed forests together with recycled fibre. Think4Bright is manufactured under strict environmental management systems, namely the international ISO 14001 standard.
&%3
| 4 |
1cons | 61456073.txt_b1 | 61456073.txt | to either sell or buy more Capita Group Plc shares online or by telephone.
For further information on this service or to buy and sell Capita shares online go to: www.capitadeal.com or by telephone: 0871 664 0454 (UK calls cost 10p per minute plus network extras, lines are open 8.00am to 4.30pm, Monday to Friday).
If you have only a small number of shares which are uneconomical to sell. you may wish to donate them to charity free of charge through ShareGift (Registered Charity 10528686). Find out more at www.sharegift.org.uk or by telephoning 020 7930 3737.
Dividend reinvestment plan (DRIP)
We offer a DRIP to enable shareholders to purchase additional Capita shares with their whole cash dividend. These further shares would be bought in the market on behalf of shareholders under a special low-cost dealing arrangement. Further details of the DRIP can be found online. Please visit the shareholder services section at www.capita.co.uk/investorcentre or call Capita Registrars on 0871 664 0381. (UK calls cost 10p per minute plus network extras, lines are open 9.00am to 5.30pm, Monday to Friday).
International dividend payment service
Capita Registrars has partnered with Travelex to provide you with a service that will convert your sterling dividends into your local currency at a competitive rate. You can choose to receive payment directly into your bank account, or alternatively, we can send you a currency draft. For further information call Capita Registrars on 0871 664 0385 (UK calls cost 10p per minute plus network extras, lines are open 9.00am to 5.30pm, Monday to Friday).
(Overseas) +44 20 8639 3405
e-mail: ips@capitaregistrars.com
Registered office
The Capita Group Plc 71 Victoria Street Westminster London SW1H 0XA Tel: 020 7799 1525 Fax: 020 7799 1526
Registered number: 2081330
Company Secretary Gordon Hurst
Stockbrokers
Citi Citigroup Centre 33 Canada Square Canary Wharf London E14 5LB
Deutsche Bank A G 1 Great Winchester Street London EC2N 2DB
Auditors
K | 5 |
1cons | 60894272.txt_0 | 60894272.txt | Annual Report 2006
Royal Ten Cate
WE WANT TO BE KNOWN FOR THE DIFFERENCE WE MAKE, THIS IS THE FOCUS OF OUR TAGLINE
`Materials' best describes all our products. Our materials are at the crossroads of textile technology and chemical processes.
We play an active role, contributing to progress in our industries.
We bring measurable benefits to our customers through the functionality of our materials.
Commercial overview
Commercial overview
The division into market groups is based on the clustering of operating companies which co-operate intensively in the field of production technology, research and development, marketing and sales. These market groups are combined into sectors. A complete overview of the legal entities which make up the group can be found on the inside back cover.
ADVANCED TEXTILES & COMPOSITES SECTOR
GEOSYNTHETICS & GRASS SECTOR
PROTECTIVE & OUTDOOR FABRICS TenCate Protect TenCate Protective Fabrics USA TenCate Technical Fabrics Protective and safety fabrics for applications in specialist professions and industry and for outdoor applications
AEROSPACE & ARMOUR COMPOSITES TenCate Advanced Composites TenCate Advanced Composites USA TenCate Advanced Armour Composites for applications in the aerospace industry, bullet-, needle- and fragment-proof materials and specialist industrial applications
GEOSYNTHETICS TenCate Geosynthetics EU TenCate Geosynthetics North America TenCate Geosynthetics Asia Synthetic fabrics, nonwovens and grids for applications in civil engineering, the environmental market, the construction industry, agriculture, sport and recreation
GRASS TenCate Thiolon TenCate Thiolon North America TenCate Thiobac Artificial grass systems and components (fibres, backing, infill and sub-base) for topflight sports and recreational and landscape applications
TenCate Cetex®
This is TenCate Cetex, a thermoplastic composite material that is qualified for various applications in the aircraft industry. The material stands out because of its excellent mechanical characteristics, such as fire safety and high surface quality. It is also light in weight. TenCate Cetex is used by Boeing and Airbus, among others, in the wings, floor components, baggage compartments | 0 |
1cons | 60894272.txt_1 | 60894272.txt | OSITES TenCate Advanced Composites TenCate Advanced Composites USA TenCate Advanced Armour Composites for applications in the aerospace industry, bullet-, needle- and fragment-proof materials and specialist industrial applications
GEOSYNTHETICS TenCate Geosynthetics EU TenCate Geosynthetics North America TenCate Geosynthetics Asia Synthetic fabrics, nonwovens and grids for applications in civil engineering, the environmental market, the construction industry, agriculture, sport and recreation
GRASS TenCate Thiolon TenCate Thiolon North America TenCate Thiobac Artificial grass systems and components (fibres, backing, infill and sub-base) for topflight sports and recreational and landscape applications
TenCate Cetex®
This is TenCate Cetex, a thermoplastic composite material that is qualified for various applications in the aircraft industry. The material stands out because of its excellent mechanical characteristics, such as fire safety and high surface quality. It is also light in weight. TenCate Cetex is used by Boeing and Airbus, among others, in the wings, floor components, baggage compartments and other interior parts of aircraft such as the A340, A380, Boeing 747 and Boeing 787. Thermoplastic composites can be formed by manufacturers into any required shape under specific temperature and pressure. They can also easily be recycled.
Countries where TenCate is established or represented
Royal Ten Cate Annual Report 2006
Profile
TECHNICAL COMPONENTS SECTOR TENCATE ENBI
(Technical) rollers and components based on rubber and foam technology for paper transport and image transfer in printers, copiers, fax machines, postal sorting machines, automated teller machines, insulation and heating systems
BUSINESS KEY Trading in technical products for agriculture, horticulture, industry and construction
Royal Ten Cate (TenCate) is a multinational company which combines textile technology with related chemical processes in the development, production and marketing of functional materials. Various market applications are created around this technological basis. Within the strategic core activities, TenCate presents itself as a developer and producer of specialist materials with high-quality, functional characteristics. TenCate stimulates and structures technological innovation and product and process development in such a way as to occupy long-term leading positions in markets.
TenCate employs approximately | 1 |
1cons | 60894272.txt_2 | 60894272.txt | and other interior parts of aircraft such as the A340, A380, Boeing 747 and Boeing 787. Thermoplastic composites can be formed by manufacturers into any required shape under specific temperature and pressure. They can also easily be recycled.
Countries where TenCate is established or represented
Royal Ten Cate Annual Report 2006
Profile
TECHNICAL COMPONENTS SECTOR TENCATE ENBI
(Technical) rollers and components based on rubber and foam technology for paper transport and image transfer in printers, copiers, fax machines, postal sorting machines, automated teller machines, insulation and heating systems
BUSINESS KEY Trading in technical products for agriculture, horticulture, industry and construction
Royal Ten Cate (TenCate) is a multinational company which combines textile technology with related chemical processes in the development, production and marketing of functional materials. Various market applications are created around this technological basis. Within the strategic core activities, TenCate presents itself as a developer and producer of specialist materials with high-quality, functional characteristics. TenCate stimulates and structures technological innovation and product and process development in such a way as to occupy long-term leading positions in markets.
TenCate employs approximately 4,000 people worldwide* and strives to operate in an ethically and socially responsible way. On this basis it encourages employees to be both proactive and enterprising, as part of its aim of achieving progress for all stakeholders.
* Including Roshield and Ten Cate Thiolon Middle East.
Materials that make a difference means that TenCate develops and produces materials that are distinctive. The materials are mostly incorporated in an end-product or system, as a result of which the end-product or system itself becomes distinctive. TenCate strives for an active process, in order to develop highquality, functional solutions jointly with partners and end-users. TenCate materials must be advanced, offering greater added value. TenCate materials are mainly used for: safety and protection; aerospace; sport and recreation; infrastructure and the environment.
Geographic breakdown of sales in 2006 in per cent By destination By origin
50 45 40 35 30 25 20 15 10 5 0
REST OF THE WORLD ASIA USA, CANADA OTHER EUROPE OTHER EU SPAIN ITALY AUSTRIA FRANCE ENGLAND GERMANY BELGIUM NETHERLANDS
Annual Report 2006 | 2 |
1cons | 60894272.txt_3 | 60894272.txt | 4,000 people worldwide* and strives to operate in an ethically and socially responsible way. On this basis it encourages employees to be both proactive and enterprising, as part of its aim of achieving progress for all stakeholders.
* Including Roshield and Ten Cate Thiolon Middle East.
Materials that make a difference means that TenCate develops and produces materials that are distinctive. The materials are mostly incorporated in an end-product or system, as a result of which the end-product or system itself becomes distinctive. TenCate strives for an active process, in order to develop highquality, functional solutions jointly with partners and end-users. TenCate materials must be advanced, offering greater added value. TenCate materials are mainly used for: safety and protection; aerospace; sport and recreation; infrastructure and the environment.
Geographic breakdown of sales in 2006 in per cent By destination By origin
50 45 40 35 30 25 20 15 10 5 0
REST OF THE WORLD ASIA USA, CANADA OTHER EUROPE OTHER EU SPAIN ITALY AUSTRIA FRANCE ENGLAND GERMANY BELGIUM NETHERLANDS
Annual Report 2006
Royal Ten Cate nv
Commercial overview Profile
Financial highlights Key developments in 2006 Evaluation of action plans
Actions for 2007 Mission, strategy and objectives Foreword by the Chairman of the Executive Board
The TenCate share Report of the Supervisory Board
The Boards Materials that make a difference
Report of the Executive Board General
Financial performance SWOT analysis
Challenges for TenCate Information technology Personnel & Organisation Organisational development Socially responsible enterprise Post balance sheet events
Outlook Corporate governance Risks and risk management
Sector reports Advanced Textiles & Composites
Geosynthetics & Grass Technical Components 2006 financial statements
Additional data Ten-year summary
Colophon
Inside cover Inside cover 3 4 5 6 7 8 10 13 16 18 20 20 20 24 24 26 27 27 29 32 33 33 35 40 42 50 60 67 120 126 Outside backcover
OPERATING RESULT AND NET PROFIT
in millions of euros
Operating result Net profit*
54
48
42
36
30
24
18
12
6
0
2002 2003
2004
2005 2006
FIGURES PER SHARE
in euros
| 3 |
1cons | 60894272.txt_b0 | 60894272.txt | ai co ltd
Zhuhai, China
Technical rollers and components for printers, copiers, fax machines,
postal sorting machines, automated teller machines, insulation and
heating systems
Business Key sl
Barcelona, Spain
Trading in components for fluid systems for agriculture, horticulture,
industry and construction
OTHERS
Ten Cate Assurantiën bv
Insurance
Almelo (NL)
Ten Cate Nederland bv Royal Ten Cate USA inc Ten Cate UK ltd Ten Cate France S.A.S. Ten Cate Deutschland GmbH Royal Ten Cate Pacific ltd Royal Ten Cate China Holding ltd
Country holding companies
Almelo (NL) Atlanta, Georgia, USA London, United Kingdom
Paris, France Opladen, Germany Hong Kong, China Hong Kong, China
NON-CONSOLIDATED COMPANIES
DIS Enbi Seals Ireland ltd (20%)
Seals
GreenFields bv (20%)
Marketing organisation for artificial grass
Landscape Solutions bv (20%)
Artificial grass for landscaping
Portlaoise, Ireland Kampen (NL) Goirle (NL)
The operating companies listed here are consolidated in the financial statements, with the exception of the companies shown as non-consolidated. Some interests of minor relevance to the overall picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2 of the Netherlands Civil Code. The companies are wholly owned, unless otherwise stated.
Royal Ten Cate Annual Report 2006
COLOPHON
Text Royal Ten Cate Translation VVH business translations, Utrecht (NL) Concept and realisation C&F Report Amsterdam B.V. Photography Picture Report, Amsterdam Getty Images Royal Ten Cate Arjan Reef Pete Sajic Number of copies printed 2,500
Operating companies, associated companies and other interests
Royal Ten Cate
Egbert Gorterstraat 3 7607 GB Almelo The Netherlands
P.O. Box 58 7600 GD Almelo The Netherlands
Telephone +31 (0)546 544 911 Fax +31 (0)546 814 145
royal@tencate.com www.tencate.com
| 4 |
1cons | 60894272.txt_b1 | 60894272.txt | Madrid, Spain
Ten Cate Geosynthetics Schweiz AG
Zurich, Switzerland
Ten Cate Deutschland GmbH
Dietzenbach, Germany
Ten Cate Geosynthetics Polska Spzoo
Krakow, Poland
Ten Cate Geosynthetics CZ sro
Sales offices
Prague, Czech Republic
Ten Cate Thiolon bv Ten Cate Thiolon North America inc
Artificial grass fibres
Ten Cate Thiobac bv
Backing for artificial grass and carpets
Nijverdal (NL) Dayton, Tennessee, USA
Nijverdal (NL)
TECHNICAL COMPONENTS
Ten Cate Enbi International bv
Beek (NL)
Ten Cate Enbi GmbH
Opladen, Germany
Ten Cate Enbi Kft
Rétság, Hungary
Ten Cate Enbi inc
Shellbyville, Indiana, USA
Ten Cate Enbi pte ltd
Singapore
Ten Cate Enbi Zhuhai co ltd
Zhuhai, China
Technical rollers and components for printers, copiers, fax machines,
postal sorting machines, automated teller machines, insulation and
heating systems
Business Key sl
Barcelona, Spain
Trading in components for fluid systems for agriculture, horticulture,
industry and construction
OTHERS
Ten Cate Assurantiën bv
Insurance
Almelo (NL)
Ten Cate Nederland bv Royal Ten Cate USA inc Ten Cate UK ltd Ten Cate France S.A.S. Ten Cate Deutschland GmbH Royal Ten Cate Pacific ltd Royal Ten Cate China Holding ltd
Country holding companies
Almelo (NL) Atlanta, Georgia, USA London, United Kingdom
Paris, France Opladen, Germany Hong Kong, China Hong Kong, China
NON-CONSOLIDATED COMPANIES
DIS Enbi Seals Ireland ltd (20%)
Seals
GreenFields bv (20%)
Marketing organisation for artificial grass
Landscape Solutions bv (20%)
| 5 |
1cons | 60747575.txt_0 | 60747575.txt | REPORT & ACCOUNTS 2005
CONTENTS
1 FINANCIAL HIGHLIGHTS 3 CHAIRMAN'S STATEMENT 6 CHIEF EXECUTIVE'S STATEMENT 10 FINANCIAL COMMENTARY 16 CORPORATE AND SOCIAL RESPONSIBILITY REPORT 21 PRESIDENT AND BOARD OF DIRECTORS 24 DIRECTORS' REPORT 27 CORPORATE GOVERNANCE REPORT 37 REMUNERATION REPORT 50 CONSOLIDATED ACCOUNTS UNDER INTERNATIONAL
FINANCIAL REPORTING STANDARDS 51 INDEPENDENT AUDITOR'S REPORT 53 CONSOLIDATED INCOME STATEMENT 54 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 55 CONSOLIDATED BALANCE SHEET 56 CONSOLIDATED STATEMENT OF CASH FLOWS 57 NOTES TO THE ACCOUNTS 103 PARENT COMPANY ACCOUNTS ON UK GAAP BASIS 110 SUPPLEMENTARY INFORMATION ON EUROPEAN
EMBEDDED VALUE BASIS 122 SHAREHOLDER INFORMATION 123 HOW TO CONTACT US AND ADVISERS 124 ST. JAMES'S PLACE PARTNERSHIP LOCATIONS
COMPANY REGISTRATION NUMBER 3183415
FINANCIAL HIGHLIGHTS
European Embedded Value Basis Life business Unit trusts Other IT systems development Operating profit before tax Total profit before tax Shareholders' funds
International Financial Reporting Standards Life business shareholder profit Unit trusts Profit on sale of LAHC Other IT systems development Profit before shareholder tax * Profit before tax ** Shareholders' funds
* figures exclude policyholders' tax gross up ** figures include policyholders' tax gross up
New Business New business (RP & 1/10th SP) St. James's Place Partnership number of partners Funds under management Wealth management gross fees generated
Year Ended 31 December 2005
£' Million
Year Ended 31 December 2004
£' Million
92.3 30.6 (4.1) (4.3)
114.5
213.4
828.8
57.3 30.9 (6.8) (5.6)
75.8
130.9
663.4
29.3 12.8 9.5 (4.1) (4.3)
43.2
127.1
274.5
7.0 11.8 28.0 (6.8) (5. | 0 |
1cons | 60747575.txt_1 | 60747575.txt | IAL HIGHLIGHTS
European Embedded Value Basis Life business Unit trusts Other IT systems development Operating profit before tax Total profit before tax Shareholders' funds
International Financial Reporting Standards Life business shareholder profit Unit trusts Profit on sale of LAHC Other IT systems development Profit before shareholder tax * Profit before tax ** Shareholders' funds
* figures exclude policyholders' tax gross up ** figures include policyholders' tax gross up
New Business New business (RP & 1/10th SP) St. James's Place Partnership number of partners Funds under management Wealth management gross fees generated
Year Ended 31 December 2005
£' Million
Year Ended 31 December 2004
£' Million
92.3 30.6 (4.1) (4.3)
114.5
213.4
828.8
57.3 30.9 (6.8) (5.6)
75.8
130.9
663.4
29.3 12.8 9.5 (4.1) (4.3)
43.2
127.1
274.5
7.0 11.8 28.0 (6.8) (5.6)
34.4
56.8
222.2
£221.0 million 1,148
£12.3 billion £28.3 million
£177.3 million 1,131
£9.5 billion £21.2 million
1
CHAIRMAN'S S TAT E M E N T
I AM DELIGHTED TO REPORT SUBSTANTIAL GROWTH IN NEW BUSINESS AND A VERY STRONG
FINANCIAL PERFORMANCE DURING 2005, BOTH EXCEEDING OUR STRETCHING OBJECTIVES FOR THE YEAR. NEW BUSINESS FROM LONG-TERM SAVINGS AND INVESTMENTS
(MEASURED ON THE INDUSTRY BASIS OF ANNUAL PREMIUMS PLUS ONE TENTH OF SINGLE PREMIUMS) WAS UP 25% OVER THE YEAR.
Financial Performance The financial statements have been restated to present the result and prior year comparatives in accordance with International Financial Reporting Standards ("IFRS").The Supplementary Financial Information, previously called Achieved Profit, has been restated to follow the new European Embedded Value Principles ("EEV").
The underlying pre-tax operating | 1 |
1cons | 60747575.txt_2 | 60747575.txt | 6)
34.4
56.8
222.2
£221.0 million 1,148
£12.3 billion £28.3 million
£177.3 million 1,131
£9.5 billion £21.2 million
1
CHAIRMAN'S S TAT E M E N T
I AM DELIGHTED TO REPORT SUBSTANTIAL GROWTH IN NEW BUSINESS AND A VERY STRONG
FINANCIAL PERFORMANCE DURING 2005, BOTH EXCEEDING OUR STRETCHING OBJECTIVES FOR THE YEAR. NEW BUSINESS FROM LONG-TERM SAVINGS AND INVESTMENTS
(MEASURED ON THE INDUSTRY BASIS OF ANNUAL PREMIUMS PLUS ONE TENTH OF SINGLE PREMIUMS) WAS UP 25% OVER THE YEAR.
Financial Performance The financial statements have been restated to present the result and prior year comparatives in accordance with International Financial Reporting Standards ("IFRS").The Supplementary Financial Information, previously called Achieved Profit, has been restated to follow the new European Embedded Value Principles ("EEV").
The underlying pre-tax operating profits on the IFRS basis were £33.7 million (2004: £6.4 million) and after taking into account the disposal of LAHC, total pre-tax profits were £43.2 million (2004: £34.4 million).
On the EEV basis, which the Board believes provides a more meaningful measure of the Group's performance, the pre-tax operating profit was £114.5 million (2004: £75.8 million) an increase of 51%. Total pre-tax profit, which includes the investment variance, was up from £130.9 million last year to £213.4 million in 2005. The Financial Commentary on pages 10 to 15 provides further details on the results for the year.
Dividend The Board is recommending a final dividend of 1.85 pence per share, giving a total dividend of 3.15 pence per share for the year, representing a 10.5% increase over the prior year.
Subject to the approval of shareholders at the Annual General Meeting, the final dividend will be paid on 17 May 2006 to those shareholders on the register as at 10 March 2006.
Partners and Staff 2005 has been an excellent year of growth in both new business and profits which could not | 2 |
1cons | 60747575.txt_3 | 60747575.txt | profits on the IFRS basis were £33.7 million (2004: £6.4 million) and after taking into account the disposal of LAHC, total pre-tax profits were £43.2 million (2004: £34.4 million).
On the EEV basis, which the Board believes provides a more meaningful measure of the Group's performance, the pre-tax operating profit was £114.5 million (2004: £75.8 million) an increase of 51%. Total pre-tax profit, which includes the investment variance, was up from £130.9 million last year to £213.4 million in 2005. The Financial Commentary on pages 10 to 15 provides further details on the results for the year.
Dividend The Board is recommending a final dividend of 1.85 pence per share, giving a total dividend of 3.15 pence per share for the year, representing a 10.5% increase over the prior year.
Subject to the approval of shareholders at the Annual General Meeting, the final dividend will be paid on 17 May 2006 to those shareholders on the register as at 10 March 2006.
Partners and Staff 2005 has been an excellent year of growth in both new business and profits which could not have been achieved without the enthusiasm, commitment and dedication of members of the Partnership and our staff. On behalf of the Directors and shareholders I would like to thank all members of the St. James's Place community for their contribution to our results last year.
Foundation The St. James's Place Foundation, the Group's charitable trust had another record year for fund raising in 2005. Funds raised including the Company matching were £1.7 million.
3
CHAIRMAN'S STATEMENT continued
As well as the regular funds raised by the 82% of our community giving on a monthly basis by gift aid, there have been many individual and team challenges with a number of events each raising over £100,000. Further details on the fund raising events and charities supported are provided on pages 19 and 20.
On behalf of the Director team I would like to thank all members of St. James's Place and those suppliers who have generously supported the Foundation by way of sponsorship and donations.
Board Changes As detailed in my statement included in our interim results, 2005 has seen some significant Board changes.
After many years service, LordWeir,Anthony Loehnis and Charles Bailey all retired from the Board during the year. In addition Phil Hod | 3 |
1cons | 60747575.txt_b0 | 60747575.txt | 3 Moorgate Place London EC2R 6EA
Roger McKibbin Tel: 020 7638 2400
Edinburgh Melville House 18 22 Melville Street Edinburgh EH3 7NS
Hugh B Morton Tel: 0141 304 1700
Elstree Allum Gate House Theobald Street Borehamwood Herts WD6 4RS
Jaimin Mehta Tel: 020 8207 4000
Glasgow Minerva House 131 - 133 Minerva Street Glasgow G3 8LE
Hugh B Morton Tel: 0141 304 1700
Hamilton Place 11 Hamilton Place Mayfair London W1J 7DA
Simon Monks Tel: 020 7495 1771
Kingsway 3rd Floor York House 23 Kingsway London WC2B 6UJ
Charles Bird Tel: 020 7333 1900
Leeds Chancellor Court The Calls Leeds LS2 7EH
Mark Clifford Tel: 0113 244 4054
Liverpool Martins Building Water Street Liverpool L2 3SX
Terry Hurst Tel: 0151 224 8700
124
ST. JAMES'S PLACE PARTNERSHIP LOCATIONS continued
Manchester 7th Floor Sunlight House Little Quay Street Manchester M3 3LF
Matt Quinn Tel: 0161 834 9480
Newbury Montague Court London Road Newbury Berks RG14 1JL
Peter Glew Tel: 01635 582424
Newcastle St. James's Place House 22 28 Dean Street Newcastle upon Tyne NE1 1PG
Stephen Mills Tel: 0191 201 0700
Nottingham St. James's Place House Castle Quay Castle Boulevard Nottingham NG7 1FW
Jeremy Clay Tel: 0115 924 2899
Solent St. James's Place House 1480 Parkway Solent Business Park Whitley Fareham Hants PO15 7AF
Peter Glew Tel: 01635 582424
Solihull St. James's Place House Central Boulevard Blythe Valley Business Park Shirley Solihull
Peter Edwards Tel: 0121 733 6733
Westerham 1st Floor The Crown London Road Westerham Kent TN16 1DJ
Bob Harvey Tel: 01959 561606
Witham 16 Newland Street Witham Essex CM8 2AQ
Simon Coll Tel: 01376 501947
125
ST. JAMES'S PLACE CAPITAL PLC REPORT & ACCOUNTS 2005
| 4 |
1cons | 60747575.txt_b1 | 60747575.txt | ADVISERS
BANKERS
National Westminster Bank plc 32 Market Place Cirencester GL7 2NU
BROKERS
JPMorgan Cazenove & Co Limited 20 Moorgate London EC2R 6DA
Dresdner Kleinwort Wasserstein 20 Fenchurch Street London EC3P 3DB
AUDITORS
KPMG Audit Plc
1 Canada Square London E14 5AG
REGISTRARS AND TRANSFER OFFICE
Computershare Investor Services plc P.O.Box 82 The Pavilions Bridgwater Road Bristol BS99 7NH email: web-queries@computershare.co.uk Tel: 0870 702 0197 www.computershare.com
123
S T. J A M E S'S P L AC E PARTNERSHIP LOCATIONS
Belfast St. James's Place House 14 Cromac Place Belfast BT7 2JA
Gerry Quinn Tel: 028 9072 6500
Bristol Beech House Brotherswood Court Great Park Road Bradley Stoke Bristol BS32 4QW
George Hills Tel: 01454 618700
City St. James's Place House 3 Moorgate Place London EC2R 6EA
Roger McKibbin Tel: 020 7638 2400
Edinburgh Melville House 18 22 Melville Street Edinburgh EH3 7NS
Hugh B Morton Tel: 0141 304 1700
Elstree Allum Gate House Theobald Street Borehamwood Herts WD6 4RS
Jaimin Mehta Tel: 020 8207 4000
Glasgow Minerva House 131 - 133 Minerva Street Glasgow G3 8LE
Hugh B Morton Tel: 0141 304 1700
Hamilton Place 11 Hamilton Place Mayfair London W1J 7DA
Simon Monks Tel: 020 7495 1771
Kingsway 3rd Floor York House 23 Kingsway London WC2B 6UJ
Charles Bird Tel: 020 7333 1900
Leeds Chancellor Court The Calls Leeds LS2 7EH
Mark Clifford Tel: 0113 244 4054
Liverpool Martins Building Water Street Liverpool L2 3SX
Terry Hurst Tel: 0151 224 8700
124
ST. JAMES'S PLACE PARTNERSHIP LOCATIONS continued
Manchester 7th Floor Sunlight House Little Quay Street Manchester M3 3LF | 5 |
1cons | 61478834.txt_0 | 61478834.txt | Year ended 31 December 2010 Annual Report and Financial Statements
103rd financial year
Premuda
This report is based on Premuda's Annual Report For the year ended 31 December 2010. The Premuda Financial Statements were audited by PricewaterhouseCoopers S.p.A. and are available in Italian.
1
2
TABLE OF CONTENTS
Board of Directors
5
Group's Structure
6-7
Group's Fleet
8-9
Financial Highlights
11
Premuda S.p.A.:
Management Report
13
Financial Statements
23
Premuda Group:
Management Report
31
Financial Statements
51
Notes
59
3
4
Board of Directors
chairman deputy chairman managing director directors
general managers
Alcide Rosina
Giacomo Costa
Stefano Rosina
Raffaele Agrusti Amerigo Borrini Antonio Dinia Antonio Gozzi Anna Rosina Alessandro Zapponini Stefano Zara
Stefano Rosina Marco Tassara
Board of Statutory Auditors
chairman auditors
alternate auditors
Alberto Garibotto
Giorgio Carbone Giuseppe Alessio Vernì
Edoardo Lagomarsino Luigi Barberi
Auditor
PricewaterhouseCoopers S.p.A.
The mandate of the Board of Directors and of the Board of Statutory Auditors will expire once the Financial Statements as at 31st December 2010 have been approved.
5
6
7
Group's Fleet
As at 31st December 2010 the Group's Fleet consists of the following:
name 1 Four Smile 2 Four Sky (50%) 3 Four Wind (50%) 4 Four Antarctica* 5 Four Atlantica* 6 Four Island 7 Four Bay 8 Framura 9 Four Moon
type suezmax tanker aframax product aframax product aframax ice class aframax ice class aframax tanker aframax tanker aframax tanker panamax tanker
hull design DH DH DH DH DH DH DH DH DH
year built 2001 2010 2009 2006 2006 1995 1995 1993 1984/2002
total owned tankers in service
dwt 159,800 115,700 115,700 114,800 | 0 |
1cons | 61478834.txt_1 | 61478834.txt | auditors
alternate auditors
Alberto Garibotto
Giorgio Carbone Giuseppe Alessio Vernì
Edoardo Lagomarsino Luigi Barberi
Auditor
PricewaterhouseCoopers S.p.A.
The mandate of the Board of Directors and of the Board of Statutory Auditors will expire once the Financial Statements as at 31st December 2010 have been approved.
5
6
7
Group's Fleet
As at 31st December 2010 the Group's Fleet consists of the following:
name 1 Four Smile 2 Four Sky (50%) 3 Four Wind (50%) 4 Four Antarctica* 5 Four Atlantica* 6 Four Island 7 Four Bay 8 Framura 9 Four Moon
type suezmax tanker aframax product aframax product aframax ice class aframax ice class aframax tanker aframax tanker aframax tanker panamax tanker
hull design DH DH DH DH DH DH DH DH DH
year built 2001 2010 2009 2006 2006 1995 1995 1993 1984/2002
total owned tankers in service
dwt 159,800 115,700 115,700 114,800 114,900 94,200 94,200 94,200 64,000
967,500
10 Four Rainbow
FPSO
DH
1992/2003
Total owned FPSO in service
80,900 80,900
11 Four Springs 12 Four Earth 13 Four Nabucco 14 Four Otello 15 Four Aida
minicape bulker panamax bulker handy bulker handy bulker handy bulker
DH
1992/2009
DB
1984
DB
2010
DB
2010
DB
2009
109,000 77,100 34,400 34,400 34,400
total owned bulkers in service
289,300
total owned Fleet in service
1,337,700
16 Four Tide (50%) 17 Four Sea (50%) 18 TBN 19 TBN 20 TBN 21 TBN 22 TBN 23 TBN 24 TBN
aframax product
DH
aframax product
DH
handy bulker
DH
handy bulker
DH
handy bulker
DB
| 1 |
1cons | 61478834.txt_2 | 61478834.txt | 114,900 94,200 94,200 94,200 64,000
967,500
10 Four Rainbow
FPSO
DH
1992/2003
Total owned FPSO in service
80,900 80,900
11 Four Springs 12 Four Earth 13 Four Nabucco 14 Four Otello 15 Four Aida
minicape bulker panamax bulker handy bulker handy bulker handy bulker
DH
1992/2009
DB
1984
DB
2010
DB
2010
DB
2009
109,000 77,100 34,400 34,400 34,400
total owned bulkers in service
289,300
total owned Fleet in service
1,337,700
16 Four Tide (50%) 17 Four Sea (50%) 18 TBN 19 TBN 20 TBN 21 TBN 22 TBN 23 TBN 24 TBN
aframax product
DH
aframax product
DH
handy bulker
DH
handy bulker
DH
handy bulker
DB
handy bulker
DB
handy bulker
DB
handy bulker
DB
handy bulker
DB
total new-buildings on order
2012 2013 2011 2012 2011 2011 2012 2012 2014
114,700 114,700
34,000 34,000 35,000 35,000 35,000 35,000 35,000
472,400
25 Four Shinano** 26 Four Kitakami** 27 Four Mogami**
handymax bulker
DB
handymax bulker
DB
handymax bulker
DB
2008 2009 2009
56,700 55,500 55,500
total chartered-in tonnage total fleet as at 31st December 2010
167,700 1,977,800
* : renamed Stena Antarctica and Stena Atlantica (long-term bare-boat out) **: long-term time-charter in
8
Group's Fleet
As at 31st March 2011 the Group's Fleet consists of the following:
name 1 Four Smile 2 Four Sky (50%) 3 Four Wind ( | 2 |
1cons | 61478834.txt_3 | 61478834.txt | handy bulker
DB
handy bulker
DB
handy bulker
DB
handy bulker
DB
total new-buildings on order
2012 2013 2011 2012 2011 2011 2012 2012 2014
114,700 114,700
34,000 34,000 35,000 35,000 35,000 35,000 35,000
472,400
25 Four Shinano** 26 Four Kitakami** 27 Four Mogami**
handymax bulker
DB
handymax bulker
DB
handymax bulker
DB
2008 2009 2009
56,700 55,500 55,500
total chartered-in tonnage total fleet as at 31st December 2010
167,700 1,977,800
* : renamed Stena Antarctica and Stena Atlantica (long-term bare-boat out) **: long-term time-charter in
8
Group's Fleet
As at 31st March 2011 the Group's Fleet consists of the following:
name 1 Four Smile 2 Four Sky (50%) 3 Four Wind (50%) 4 Four Antarctica* 5 Four Atlantica* 6 Four Island 7 Four Bay 8 Framura 9 Four Moon
type suezmax tanker aframax product aframax product aframax ice class aframax ice class aframax tanker aframax tanker aframax tanker panamax tanker
hull design DH DH DH DH DH DH DH DH DH
year built 2001 2010 2009 2006 2006 1995 1995 1993 1984/2002
total owned tankers in service
10 Four Rainbow
FPSO
DH
1992/2003
Total owned FPSO in service
11 Four Springs 12 Four Rigoletto ** 13 Four Nabucco 14 Four Otello 15 Four Aida
minicape bulker handy bulker handy bulker handy bulker handy bulker
DH
1992/2009
DB
2010
DB
2010
DB
2010
DB
2009
total owned bulkers in service
total owned Fleet in service
16 Four Tide (50%) 17 Four Sea (50%) 18 TBN 19 TBN 20 TBN 21 TBN 23 TBN 24 TBN
suez | 3 |
1cons | 61478834.txt_b0 | 61478834.txt |
at 31.12.2010
13,002
5 13,007
18 13,025
3,694
9,186 145
9,331 13,025
Profit and loss account (/000)
Net revenue Voyage cost Time charter revenue Charter hire and running costs Fleet margin Profit on vessels's sale Administrative expenses and other costs Depreciation Operating profit Financial items Profit before tax Tax on profit Net result
year 2010
2,981 (78) 2,898 221 3,119 3,124
Our participation: 50%
at 31.12.2009
33,775
5 33,780
65 33,845
570
33,093 182
33,275 33,845
year 2009
(59) (59) (59) 845 (72) 714 (241) 473 473
96
Annex 4: Related Companies Financial Data
Four Jolly SpA Balance sheet (/000)
FIXED ASSETS Vessels Vessels under construction Other fixed assets
TOTAL FIXED ASSETS CURRENT ASSETS total assets
NET EQUITY
LONG TERM LIABILITIES
Debts to shareholders Other current liabilities TOTAL CURRENT LIABILITIES Total equity and liabilities
at 31.12.2010
104,684 884
105,568 5,245
110,813
39,584
52,167
59 19,003 19,062 110,813
Profit and loss account (/000)
Net revenue Voyage cost Time charter revenue Charter hire and running costs Fleet margin Profit on vessels's sale Administrative expenses and other costs Depreciation Operating profit Financial items Profit before tax Tax on profit Net result
year 2010
7,468 (43)
7,425 (4,071) 3,354
(199) (3,793) (638) (2,552) (3,190)
(3,190)
Our participation: 50%
at 31.12.2009
53,377 14,240
693 68,310
1,872 70,182
27,775
40,050
59 2,298 2,357 70,182
year 2009
1,714 (39)
1,675 (854) 821 (52) (963) (194) (31) (225) (225)
97
| 4 |
1cons | 61478834.txt_b1 | 61478834.txt | Profit & Loss when the hedge proves to be inefficient or in case of non-compliance with certain formal requirements, precondition to apply the hedge accounting system according to IAS 39.
The table does not include a cross-currency swap transaction covering a long-term loan, because this is recognized at its historical exchange rate. In any case, a separate representation of such a transaction would not have any effect on either profit & loss or net equity.
All above derivative transactions are classified (according to IFRS 7) of level 2; their fair value are determined following generally accepted rules (discounted cash flow) based on publically available data (LIBOR rate for transactions 1-2-3-4-6 and EURIBOR rate for transactions 5-7 and related swap rates) and applying calculation instruments very common in the financial market.
95
Annex 4: Related Companies Financial Data
Premuda Chartering Navegaçao Lda Balance sheet (/000)
FIXED ASSETS Vessels Vessels under construction Other fixed assets
TOTAL FIXED ASSETS CURRENT ASSETS total assets
NET EQUITY
LONG TERM LIABILITIES
Debts to shareholders Other current liabilities TOTAL CURRENT LIABILITIES
at 31.12.2010
13,002
5 13,007
18 13,025
3,694
9,186 145
9,331 13,025
Profit and loss account (/000)
Net revenue Voyage cost Time charter revenue Charter hire and running costs Fleet margin Profit on vessels's sale Administrative expenses and other costs Depreciation Operating profit Financial items Profit before tax Tax on profit Net result
year 2010
2,981 (78) 2,898 221 3,119 3,124
Our participation: 50%
at 31.12.2009
33,775
5 33,780
65 33,845
570
33,093 182
33,275 33,845
year 2009
(59) (59) (59) 845 (72) 714 (241) 473 473
96
Annex 4: Related Companies Financial Data
Four Jolly SpA Balance sheet (/000)
FIXED ASSETS Vessels Vessels under construction Other fixed assets
TOTAL FIXED ASSETS CURRENT ASSETS total assets
NET EQUITY
LONG TERM LIABILITIES
Debts to shareholders Other current liabilities TOTAL C | 5 |
1cons | 60677417.txt_0 | 60677417.txt | Annual Report For the year ended 30 April 2005
INDEX
Page
DIRECTORS, SECRETARY AND ADVISERS
2
CHAIRMAN'S STATEMENT
3
REPORT OF THE DIRECTORS
6
REPORT OF THE REMUNERATION COMMITTEE
10
REPORT OF THE INDEPENDENT AUDITORS
12
FINANCIAL STATEMENTS
13
ACCOUNTING POLICIES
17
NOTES TO THE FINANCIAL STATEMENTS
17
NOTICE OF ANNUAL GENERAL MEETING
34
Newmark Security PLC 1
Company number; Registered Of¢ce: Directors : Secretary : Bankers :
Solicitors : Auditors :
Nominated Adviser: Broker :
Registrars :
DIRECTORS, SECRETARY AND ADVISERS
3339998
57 Grosvenor Street London W1K 3JA
M Dwek (Chairman) B Beecraft FCA (Finance Director) M Rapoport (Non-Executive Director) A Reid FCA (Non-Executive Director)
B Beecraft FCA
Lloyds TSB PLC 1st Floor Navigation House Walnut Tree Park Walnut Tree Close Guildford Surrey GU1 4TR
Field Fisher Waterhouse 35 Vine Street London EC3N 2AA
BDO Stoy Hayward LLP Northside House 69 Tweedy Road Bromley Kent BR1 3WA
Seymour Pierce Limited Bucklersbury House 3 Queen Victoria Street London EC4N 8EL
Seymour Pierce Ellis Limited Talisman House Jubilee Walk Three Bridges Crawley West Sussex RH10 1LQ
Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Newmark Security PLC 2
CHAIRMAN'S STATEMENT
Overview The year under review has seen the acquisition of Custom Micro Products Limited (``CMP'') as detailed below. During the year the Group disposed of its subsidiary company, Newmark Onroerend Goed SA, a property holding company in Belgium. Since the year end, NSP Europe Limited (``NSP'') has been sold and Concept Hardware and Security Solutions Limited (``Concept'') has been closed. We had been hopeful that both of these businesses would | 0 |
1cons | 60677417.txt_1 | 60677417.txt | )
B Beecraft FCA
Lloyds TSB PLC 1st Floor Navigation House Walnut Tree Park Walnut Tree Close Guildford Surrey GU1 4TR
Field Fisher Waterhouse 35 Vine Street London EC3N 2AA
BDO Stoy Hayward LLP Northside House 69 Tweedy Road Bromley Kent BR1 3WA
Seymour Pierce Limited Bucklersbury House 3 Queen Victoria Street London EC4N 8EL
Seymour Pierce Ellis Limited Talisman House Jubilee Walk Three Bridges Crawley West Sussex RH10 1LQ
Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Newmark Security PLC 2
CHAIRMAN'S STATEMENT
Overview The year under review has seen the acquisition of Custom Micro Products Limited (``CMP'') as detailed below. During the year the Group disposed of its subsidiary company, Newmark Onroerend Goed SA, a property holding company in Belgium. Since the year end, NSP Europe Limited (``NSP'') has been sold and Concept Hardware and Security Solutions Limited (``Concept'') has been closed. We had been hopeful that both of these businesses would grow over the last two years to eliminate the trading losses that they had been incurring. However, as these levels of activity have still not been achieved, the decision was made to dispose of these two operations and eliminate the losses that were still being incurred. The results of these two businesses are included within discontinued operations for the year under review.
Acquisitions and share issues The Group acquired the entire issued share capital of CMP, for a total consideration of £2.725 million (before costs and interest discount adjustment). Further details are included in note 23 to the financial statements.
The initial consideration of £800,000 was satisfied by cash on completion, with two tranches of deferred consideration of £1.4 million and £525,000 respectively, the latter payable on the basis of the profit before tax for the year ending 30 April 2005.
In order to part fund the acquisition of CMP, the Group raised an additional £1,700,000 (before expenses) through a placing of 136,000,000 ordinary shares at 1.25p per share.
Financial results The operating profit for the year was £414,000 (2004: loss £523,000).
The operating profit for the year for continuing operations before exceptional items and | 1 |
1cons | 60677417.txt_2 | 60677417.txt | grow over the last two years to eliminate the trading losses that they had been incurring. However, as these levels of activity have still not been achieved, the decision was made to dispose of these two operations and eliminate the losses that were still being incurred. The results of these two businesses are included within discontinued operations for the year under review.
Acquisitions and share issues The Group acquired the entire issued share capital of CMP, for a total consideration of £2.725 million (before costs and interest discount adjustment). Further details are included in note 23 to the financial statements.
The initial consideration of £800,000 was satisfied by cash on completion, with two tranches of deferred consideration of £1.4 million and £525,000 respectively, the latter payable on the basis of the profit before tax for the year ending 30 April 2005.
In order to part fund the acquisition of CMP, the Group raised an additional £1,700,000 (before expenses) through a placing of 136,000,000 ordinary shares at 1.25p per share.
Financial results The operating profit for the year was £414,000 (2004: loss £523,000).
The operating profit for the year for continuing operations before exceptional items and goodwill amortisation was £1,519,000 (2004: £935,000), both figures exclude the operating losses of £734,000 and £1,160,000 from the discontinued businesses.
Turnover for the year for continuing operations was £12.3 million (2004: £8.7 million). The main commercial factors affecting the results of the divisions are set out below.
Electronic Division Turnover £6,682,000 (2004: £4,032,000) Operating profit £1,350,000 (2004: £828,000)
The combined access control operation comprising Grosvenor and Newmark Technology was ahead of plan for the year. CMP's sales for the ten months from date of acquisition were £2.5 million for the period under review. The previously anticipated major end-user sales opportunities did not materialise and, as a result, profits were lower than the projected level.
Sales of Siteguard Access (manufactured by Tyco under license from Grosvenor) remain strong and a new training initiative by Grosvenor has directly targeted the ADT branch network. This will endorse the position of the Siteguard product within the Tyco/ADT portfolio | 2 |
1cons | 60677417.txt_3 | 60677417.txt | goodwill amortisation was £1,519,000 (2004: £935,000), both figures exclude the operating losses of £734,000 and £1,160,000 from the discontinued businesses.
Turnover for the year for continuing operations was £12.3 million (2004: £8.7 million). The main commercial factors affecting the results of the divisions are set out below.
Electronic Division Turnover £6,682,000 (2004: £4,032,000) Operating profit £1,350,000 (2004: £828,000)
The combined access control operation comprising Grosvenor and Newmark Technology was ahead of plan for the year. CMP's sales for the ten months from date of acquisition were £2.5 million for the period under review. The previously anticipated major end-user sales opportunities did not materialise and, as a result, profits were lower than the projected level.
Sales of Siteguard Access (manufactured by Tyco under license from Grosvenor) remain strong and a new training initiative by Grosvenor has directly targeted the ADT branch network. This will endorse the position of the Siteguard product within the Tyco/ADT portfolio and should increase sales where some branches have yet to be converted to the product.
Grosvenor continues to develop its core product, JANUS access control, and has released a new software module to allow generic CCTV control and integration. The product will be further developed to include multiple CCTV systems within the same JANUS platform and is due for release early next year. Also being developed is an Enterprise edition where multiple JANUS access systems can have their personnel administration managed from a single database source.
We have developed and released a brand new high-end access control product, N-TEC Access (``N-TEC''). A distribution deal with Simplex and Thorn International has already been agreed, where N-TEC will be interfaced directly to their fire systems and sold exclusively throughout the Middle East, Africa and Russia (``MEAR''). The product was launched in July 2005 in Abu Dhabi, UAE, and Amman in Jordan. MEAR is a brand new territory for the company with orders already being processed. N-TEC, being unique to Newmark Technology will run side by side with the third party C.Cure business and provides a new opportunity to revitalise sales which will be entirely under the company's own control | 3 |
1cons | 60677417.txt_b0 | 60677417.txt | ......................................................................................................................................................................................................
PLEASE USE BLOCK LETTERS
Notes: 1. If any other proxy is desired strike out ``the Chairman of the Meeting or'' and insert the name or names preferred. Any alterations to this
form must be initialled. A proxy need not be a member of the Company. 2. Please indicate with an ``X'' in the relevant box marked ``For'' or ``Against'' how you wish the proxy to vote on the resolutions. When no ``X'' is
inserted the proxy will at his or her discretion vote as he or she thinks fit or abstain from voting. 3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the
appointor is a corporation, either under the common seal or under the hand of an officer or attorney so authorised. 4. In the case of joint holders of a share the vote of the first-named holder on the Register of Members (whether voting in person or by proxy)
will be accepted to the exclusion of the votes of the other joint holders in respect of the joint holding. 5. This form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power
or authority, should be returned so as to reach the Company Registrar, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and, in default, the instrument of proxy shall not be treated as valid. 6. Completion and return of this form of proxy will not preclude members from attending and voting in person at the meeting should they subsequently decide to do so. Pursuant to regulation 41 of The Uncertificated Securities Regulations 2001, members will be entitled to attend and vote at the meeting if they are registered on the Company's register of members 48 hours before the time appointed for the meeting or any adjournment thereof. 7. The summaries of the resolutions are for guidance only. You are advised to read the accompanying circular and notice of meeting carefully.
Newmark Security PLC 37
%
Printed by greenaways, a member of the ormolu group. 158201
| 4 |
1cons | 60677417.txt_b1 | 60677417.txt |
(Note 2)
For
Against
ORDINARY RESOLUTIONS
1. To receive and adopt the financial statements and reports of the Directors and auditors for the financial period ended 30 April 2005.
2. To re-appoint A Reid as a director of the Company.
3. To re-appoint BDO Stoy Hayward LLP as the auditors of the Company and authorise the Directors to fix their remuneration.
4. To approve the granting of authority pursuant to Section 80 of the Companies Act 1985 to allot relevant securities.
SPECIAL RESOLUTIONS
5. To approve the granting of authority under Section 95 of the Companies Act 1985 to allot equity securities on a non pre-emptive basis.
Dated this.............................................................day of..............................................................2005 Signature(s)........................................................................................................................................ Full name(s) in which shares are registered.......................................................................................................................................................................................................................................................
PLEASE USE BLOCK LETTERS
Notes: 1. If any other proxy is desired strike out ``the Chairman of the Meeting or'' and insert the name or names preferred. Any alterations to this
form must be initialled. A proxy need not be a member of the Company. 2. Please indicate with an ``X'' in the relevant box marked ``For'' or ``Against'' how you wish the proxy to vote on the resolutions. When no ``X'' is
inserted the proxy will at his or her discretion vote as he or she thinks fit or abstain from voting. 3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the
appointor is a corporation, either under the common seal or under the hand of an officer or attorney so authorised. 4. In the case of joint holders of a share the vote of the first-named holder on the Register of Members (whether voting in person or by proxy)
will be accepted to the exclusion of the votes of the other joint holders in respect of the joint holding. 5. This form of proxy and | 5 |
1cons | 60319209.txt_0 | 60319209.txt | Densitron Technologies plc ANNUAL REPORT AND ACCOUNTS
for year ended 31 December 2002
Displays and the electronics that drive them
OUR PROPOSITION
Densitron is focused on the design, development, and delivery of innovative display technologies and related products and services. Densitron collaborates closely with its customers in providing design and manufacturing services for display components, sub-assemblies and complete products. We pride ourselves on the aesthetic design of our displays and computers, and on being able to deliver innovative display solutions that are often thinner, lower power, better looking, more rugged, more reliable, brighter and more intelligent than commercially available elsewhere.
OUR PRODUCT GROUPS
Displays Densitron's displays are used in many of the world's leading products. The applications are diverse and include mobile handsets, point of sale terminals, marine instrumentation, handheld devices, medical devices, consumer electronics, automotive and measuring devices.
Densitron primarily focuses on monochrome and colour Liquid Crystal Displays (LCDs) supplemented by optical enhancement films and other display related technologies for optimising the observer's visual experience and enhancing the shelf appeal of products using our displays. Supported by design support centres in America, Asia, and Europe, Densitron strives to help our customers differentiate their products from their competitors by using the most innovative display technologies available.
Public Information Displays Densitron, through its Ferrograph® brand of public information display signs, is a leading supplier of electronic message boards, computer-programmable display systems, and large video displays for call-centre, advertising, and transportation applications.
Densitron focuses on supporting customers with superior products and services that provide costeffective, reliable, and often unique, visual communication solutions. Densitron has the capabilities to design, manufacture, install and service complete integrated systems that display real-time data, graphics, animation and video. Services provided include project management, on-site installation support and product maintenance.
Computers Densitron is a leader in flat panel display technologies and embedded PC products. We design, manufacture and sell industrial computers, single board computers and user interface solutions by combining our display technologies with our embedded computing technologies.
Densitron's continuing aim is to provide our customers with the very best products and services worldwide. It is the combination of Densitron's high level of engineering ability and worldwide network of design, manufacturing and procurement | 0 |
1cons | 60319209.txt_1 | 60319209.txt | , Asia, and Europe, Densitron strives to help our customers differentiate their products from their competitors by using the most innovative display technologies available.
Public Information Displays Densitron, through its Ferrograph® brand of public information display signs, is a leading supplier of electronic message boards, computer-programmable display systems, and large video displays for call-centre, advertising, and transportation applications.
Densitron focuses on supporting customers with superior products and services that provide costeffective, reliable, and often unique, visual communication solutions. Densitron has the capabilities to design, manufacture, install and service complete integrated systems that display real-time data, graphics, animation and video. Services provided include project management, on-site installation support and product maintenance.
Computers Densitron is a leader in flat panel display technologies and embedded PC products. We design, manufacture and sell industrial computers, single board computers and user interface solutions by combining our display technologies with our embedded computing technologies.
Densitron's continuing aim is to provide our customers with the very best products and services worldwide. It is the combination of Densitron's high level of engineering ability and worldwide network of design, manufacturing and procurement operations that differentiates Densitron from other suppliers. This combination allows Densitron to offer well-engineered, cost-effective and timely solutions to meet our customers' unique needs.
Public information display application at Leeds Central Railway Station
2002 COMPANY HIGHLIGHTS
Densitron Technologies plc Annual Report and Accounts 2002 1
WWW.DENSITRON.COM
2002 was a difficult year for the Group; however, the Board are encouraged by the upturn in new order activity.
A strategic review has re-focused the Group. A number of changes have already been implemented. The acquisition of the assets of Ferrograph Limited has enabled the Group to improve its presence in the Public Information Displays market and enhanced our manufacturing capability.
Densitron has changed dramatically over the past 12 months and has already made progress towards creating a more efficient organisation. With a reduced cost base and a more focused strategy the Group looks forward to the challenges and opportunities of 2003.
> Reduced sales in difficult trading conditions. > New order intake in 2002 was £30.6 million (2001: £27.7 million) and the Group's
order book stood at £18.4 million at | 1 |
1cons | 60319209.txt_2 | 60319209.txt | operations that differentiates Densitron from other suppliers. This combination allows Densitron to offer well-engineered, cost-effective and timely solutions to meet our customers' unique needs.
Public information display application at Leeds Central Railway Station
2002 COMPANY HIGHLIGHTS
Densitron Technologies plc Annual Report and Accounts 2002 1
WWW.DENSITRON.COM
2002 was a difficult year for the Group; however, the Board are encouraged by the upturn in new order activity.
A strategic review has re-focused the Group. A number of changes have already been implemented. The acquisition of the assets of Ferrograph Limited has enabled the Group to improve its presence in the Public Information Displays market and enhanced our manufacturing capability.
Densitron has changed dramatically over the past 12 months and has already made progress towards creating a more efficient organisation. With a reduced cost base and a more focused strategy the Group looks forward to the challenges and opportunities of 2003.
> Reduced sales in difficult trading conditions. > New order intake in 2002 was £30.6 million (2001: £27.7 million) and the Group's
order book stood at £18.4 million at 31st December 2002 (2001: £15.5 million). > Fundamental strategic review completed resulting in re-focusing of business
on core activities and re-structuring of operations. > Board restructuring complete including new appointments of Phil Lawler and
James Morton as non-executive Chairman and non-executive Director respectively. > Acquisition of the Assets of Ferrograph Limited in April 2002. > £3.5 million exceptional items relating to restructuring, exiting non-core/loss
making activities and compliance with pension accounting standards. > Operating loss pre exceptional items of £1.2 million.
FINANCIAL HIGHLIGHTS
Revenue Operating (loss)/profit pre exceptional items Exceptional items Operating (loss)/profit post exceptional items (Loss)/profit before taxation Loss per share Gearing Order book
Year to
Year to
31st December 2002 31st December 2001
£millions
£millions
25.5 (1.2) (3.5) (4.7) (5.3) (19.97)p 18% 18.4
28.4 1.0 0 1.0 0.6
(2.50)p 1% | 2 |
1cons | 60319209.txt_3 | 60319209.txt | 31st December 2002 (2001: £15.5 million). > Fundamental strategic review completed resulting in re-focusing of business
on core activities and re-structuring of operations. > Board restructuring complete including new appointments of Phil Lawler and
James Morton as non-executive Chairman and non-executive Director respectively. > Acquisition of the Assets of Ferrograph Limited in April 2002. > £3.5 million exceptional items relating to restructuring, exiting non-core/loss
making activities and compliance with pension accounting standards. > Operating loss pre exceptional items of £1.2 million.
FINANCIAL HIGHLIGHTS
Revenue Operating (loss)/profit pre exceptional items Exceptional items Operating (loss)/profit post exceptional items (Loss)/profit before taxation Loss per share Gearing Order book
Year to
Year to
31st December 2002 31st December 2001
£millions
£millions
25.5 (1.2) (3.5) (4.7) (5.3) (19.97)p 18% 18.4
28.4 1.0 0 1.0 0.6
(2.50)p 1%
15.5
CONTENTS 1 2002 Company highlights 2 Chairman's statement 4 Chief Executive's strategy report 7 Directors and advisers 8 Directors' report
11 Corporate governance 13 Directors' remuneration report 16 Independent auditors' report 17 Consolidated profit and loss account 18 Consolidated and parent
company balance sheets
19 Consolidated cash flow statement 21 Accounting policies 23 Notes to the accounts 37 Five year financial summary 38 Notice of AGM 39 Form of proxy
2 Densitron Technologies plc Annual Report and Accounts 2002
CHAIRMAN'S STATEMENT
Densitron's mission is to deliver value to shareholders and customers through the design, development and delivery of display technologies and related electronics.
Densitron Technologies plc has faced a number of challenges during 2002 including difficult markets, a significant modification to our strategy and major changes to our Board of Directors.
The downturn in world economic conditions that began in 2001 continued through 2002. This downturn has severely affected Densitron's markets and our customers' spending patterns.
The Group has responded to the changes in its environment by conducting a thorough strategic review. The review identified the necessity for the Group to focus its activities and resources on core business areas and markets where it | 3 |
1cons | 60319209.txt_b0 | 60319209.txt | for the resolution authorises the proxy to vote in favour of the resolution with or without modification.
2. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority must be lodged at the offices of the Company's Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time of the meeting.
3. Any alteration made to the form of proxy should be initialled. 4. In the case of a corporation, this proxy must be executed under the corporate seal, or under the hand of a duly authorised officer or attorney. 5. In the case of joint holders, the signature of any one of them will suffice, but the names of joint holders must be stated. The vote of the senior joint holder
if tendered will be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names appear on the register. 6. If it is desired to appoint any person other than the Chairman of the Meeting to act as proxy, delete the reference to the Chairman of the Meeting and insert the name of the desired proxy in the space provided. A proxy need not be a member of the Company.
BUSINESS REPLY SERVICE Licence No. MB122
Second fold
Capita Registrars (Proxies) PO Box 25 Beckenham KENT BR3 4BR
First fold
Third fold and tuck in
DENSITRON GLOBAL OPERATIONS
REGIONAL SALES OFFICES
DENSITRON EUROPE Unit 4 Airport Trading Estate Biggin Hill Kent TN16 3BW England
Tel: + 44 (0) 1959 542000 Fax: + 44 (0) 1959 542001
DENSITRON ASIA 12F No.866-10 Chung Cheng Road Chung Ho City Taipai Hsien Taiwan R.O.C
Tel: + 866 2 8227 7228 Fax: + 866 2 8227 7229
DENSITRON AMERICA 10400-4 Pioneer Boulevard Santa Fe Springs California 90670 United States of America
Tel: + 1 562 941 5000 Fax: + 1 562 941 5757
www.densitron.com
| 4 |
1cons | 60319209.txt_b1 | 60319209.txt | a Director, who retires in accordance with the provisions of Article 72 of the Company's Articles of Association.
4. To elect Mr R S Smith as a Director, who also retires in accordance with the provisions of Article 69 of the Company's Articles of Association.
5. To elect Mr P Lawler as a Director, who also retires in accordance with the provisions of Article 69 of the Company's Articles of Association.
6. To elect Mr J Morton as a Director, who also retires in accordance with the provisions of Article 69 of the Company's Articles of Association.
7. To re-appoint RSM Robson Rhodes as auditors of the Company and to authorise the Directors to fix their remuneration.
8. To authorise the Directors to make market purchases on the London Stock Exchange of Ordinary Shares of 5 pence each in the Capital of the Company (Special Resolution).
Signature(s)
Dated this
day of
2003
NOTES
1. Please indicate with a in the appropriate spaces `FOR' or `AGAINST' otherwise the proxy will vote or abstain from voting at his discretion. A direction to vote for the resolution authorises the proxy to vote in favour of the resolution with or without modification.
2. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority must be lodged at the offices of the Company's Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time of the meeting.
3. Any alteration made to the form of proxy should be initialled. 4. In the case of a corporation, this proxy must be executed under the corporate seal, or under the hand of a duly authorised officer or attorney. 5. In the case of joint holders, the signature of any one of them will suffice, but the names of joint holders must be stated. The vote of the senior joint holder
if tendered will be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names appear on the register. 6. If it is desired to appoint any person other than the Chairman of the Meeting to act as proxy, delete the reference to the Chairman of the Meeting | 5 |
1cons | 62006308.txt_0 | 62006308.txt | ANNUAL REPORT AND ACCOUNTS 2010
ANNUAL REPORT AND ACCOUNTS 2010
Contents
3
1. GOVERNING BODIES
5
2. CHAIRMAN'S STATEMENT
8
3. OVERVIEW OF ACTIVITIES
11
4. PROFILE OF THE MONTEPIO GROUP
21
4.1. Summary of performance in 2010 and takeover of Finibanco
21
4.2. General indicators
23
4.3. Strategic priorities
24
4.4. Human resources
27
4.5. Geographical locations and distribution network
29
4.6. Compliance
31
5. SOCIAL RESPONSIBILITY REPORT
33
6. MONTEPIO GERAL - ASSOCIAÇÃO MUTUALISTA
39
6.1. Association movement
41
6.2. Association revenue
44
6.3. Overdue benefits and reimbursements
45
6.4. Financial analysis and profits
46
6.5. Proposals
54
7. CAIXA ECONÓMICA MONTEPIO GERAL (CONSOLIDATED ACCOUNTS)
61
7.1. Trend in business
63
7.2. Risk management
68
7.3. Financial analysis and profits
74
7.4. Ratings
82
7.5. Proposed appropriation of profits individual accounts
83
8. MONTEPIO GROUP COMPANIES
85
9. ACKNOWLEDGEMENT
91
10. STATEMENT OF COMPLIANCE OF FINANCIAL INFORMATION
92
4 11. FINANCIAL STATEMENTS, NOTES, LEGAL CERTIFICATION OF ACCOUNTS
AND AUDIT REPORTS
93
11.1. Montepio Geral Associação Mutualista (MGAM)
94
11.2. Caixa Económica Montepio Geral (CEMG) Consolidated Accounts
124
11.3. Caixa Económica Montepio | 0 |
1cons | 62006308.txt_1 | 62006308.txt | posals
54
7. CAIXA ECONÓMICA MONTEPIO GERAL (CONSOLIDATED ACCOUNTS)
61
7.1. Trend in business
63
7.2. Risk management
68
7.3. Financial analysis and profits
74
7.4. Ratings
82
7.5. Proposed appropriation of profits individual accounts
83
8. MONTEPIO GROUP COMPANIES
85
9. ACKNOWLEDGEMENT
91
10. STATEMENT OF COMPLIANCE OF FINANCIAL INFORMATION
92
4 11. FINANCIAL STATEMENTS, NOTES, LEGAL CERTIFICATION OF ACCOUNTS
AND AUDIT REPORTS
93
11.1. Montepio Geral Associação Mutualista (MGAM)
94
11.2. Caixa Económica Montepio Geral (CEMG) Consolidated Accounts
124
11.3. Caixa Económica Montepio Geral (CEMG) Individual Accounts
228
12. INTERNAL AUDIT BOARD'S REPORTS, OPINIONS AND COMPLIANCE
STATEMENT
321
13. INSTITUTIONAL GOVERNANCE REPORT
325
14. ANNEX
333
14.1. Compliance with the recommendations of the Financial Stability Forum
(FSF) and Committee of European Banking Supervisors (CEBS) with regard
to the transparency of information and valuation of assets (Banco de
Portugal Circular no. 58/2009/DSB)
333
1. Governing Bodies
5
The members of the bodies elected for 2010-2012 are as follows:
GENERAL MEETING BOARD
Chairman
Member no. 33 151-5
1st Secretary Member no. 31 560-9
2nd Secretary Member no. 45 139-8
Substitute
Member no. 48 385-8
Substitute
Member no. 45 553-0
VITOR JOSÉ MELÍCIAS LOPES University professor | 1 |
1cons | 62006308.txt_2 | 62006308.txt | Geral (CEMG) Individual Accounts
228
12. INTERNAL AUDIT BOARD'S REPORTS, OPINIONS AND COMPLIANCE
STATEMENT
321
13. INSTITUTIONAL GOVERNANCE REPORT
325
14. ANNEX
333
14.1. Compliance with the recommendations of the Financial Stability Forum
(FSF) and Committee of European Banking Supervisors (CEBS) with regard
to the transparency of information and valuation of assets (Banco de
Portugal Circular no. 58/2009/DSB)
333
1. Governing Bodies
5
The members of the bodies elected for 2010-2012 are as follows:
GENERAL MEETING BOARD
Chairman
Member no. 33 151-5
1st Secretary Member no. 31 560-9
2nd Secretary Member no. 45 139-8
Substitute
Member no. 48 385-8
Substitute
Member no. 45 553-0
VITOR JOSÉ MELÍCIAS LOPES University professor
ANTÓNIO PEDRO DE SÁ ALVES SAMEIRO Lawyer
ANTÓNIO DIAS SEQUEIRA Economist
MARIA LEONOR LOUREIRO GONÇALVES DE OLIVEIRA GUIMARÃES Lawyer
JOSÉ LUÍS ESPARTEIRO DA SILVA LEITÃO Economist
BOARD OF DIRECTORS
Chairman
Member no. 38 670-6
Members
Member no. 28 745-2
Member no. 59 784-1
Member no. 31 399-9
Member no. 467 785-1
ANTÓNIO TOMÁS CORREIA Lawyer
JOSÉ DE ALMEIDA SERRA Economist
RUI MANUEL SILVA GOMES DO AMARAL Economist
EDUARDO JOSÉ DA SILVA FARINHA Economist
ÁLVARO CORDEIRO DÂMASO Lawyer
INTERNAL AUDIT BOARD
Chairman
Member no. 26 952-2
Members
Member no. 281 904-8 | 2 |
1cons | 62006308.txt_3 | 62006308.txt |
ANTÓNIO PEDRO DE SÁ ALVES SAMEIRO Lawyer
ANTÓNIO DIAS SEQUEIRA Economist
MARIA LEONOR LOUREIRO GONÇALVES DE OLIVEIRA GUIMARÃES Lawyer
JOSÉ LUÍS ESPARTEIRO DA SILVA LEITÃO Economist
BOARD OF DIRECTORS
Chairman
Member no. 38 670-6
Members
Member no. 28 745-2
Member no. 59 784-1
Member no. 31 399-9
Member no. 467 785-1
ANTÓNIO TOMÁS CORREIA Lawyer
JOSÉ DE ALMEIDA SERRA Economist
RUI MANUEL SILVA GOMES DO AMARAL Economist
EDUARDO JOSÉ DA SILVA FARINHA Economist
ÁLVARO CORDEIRO DÂMASO Lawyer
INTERNAL AUDIT BOARD
Chairman
Member no. 26 952-2
Members
Member no. 281 904-8
Member no. 31 269-9
Substitute
Member no. 51 323-6
Member no. 28 116-0
MANUEL JACINTO NUNES University professor
GABRIEL JOSÉ DOS SANTOS FERNANDES Economist
JOSÉ MOREIRA VENÂNCIO Degree in Banking Accountancy and Law
JOSÉ GOMES HONORATO FERREIRA Economist
VÍTOR MANUEL DO CARMO MARTINS Economist
GENERAL BOARD
Members 6
Member no. 71 464-0 Member no. 29 676-0 Member no. 49 005-8 Member no. 32 309-9 Member no. 32 368-8 Member no. 104 943-7 Member no. 44 630-3 Member no. 37 305-2 Member no. 31 000-2 Member no. 28 346-9 Member no. 31 807-5 Member no. 37 711-3
MARIA MANUELA DA SILVA Economist
MANUEL DA COSTA BRAZ Retired army officer
ANTÓNIO AUGUSTO ALMEIDA | 3 |
1cons | 62006308.txt_b0 | 62006308.txt | URMOIL PERIOD
16. Nominal amounts (or amortised cost) and fair value of outstanding exposures The notes to the financial statements break down the amounts into notional, balance sheet and fair value.
17. Information on credit protection (e.g. credit default swaps) and net exposures The notes to the financial statements provide information on credit protection for assets and liabilities at fair value through profit or loss.
18. Detailed disclosure of exposures We consider that the information in point 7.2 and 7.3 of the ARA and notes to the financial statements answers this question.
19. Movement schedules in exposures between relevant reporting periods and the underlying reasons (sales, disposals, write-downs, etc) The information in the notes to the financial statements answers this question.
20. Discussion of exposures that have not been consolidated (or that have been recognised in the course of the crisis) and the related reasons The section on securitisation of assets in Point 7.3 of the ARA and the notes to the financial statements describes in detail the different securitisation operations and their vehicles, i.e. special purpose vehicles (SPVs).
21. Exposure to monoline insurers and quality of insured assets Not applicable.
V. ACCOUNTING POLICIES AND VALUATION ISSUES
22., 23., 24. and 25. Classification of transactions and structured products for accounting purposes, consolidation of special purpose vehicles (SPVs), detailed disclosure of fair values of financial instruments and disclosure of the modelling techniques used to value financial instruments The notes to the financial statements include detailed information on these issues.
VI. OTHER DISCLOSURE ASPECTS
26. Description of disclosure policies and of the principles that are used for disclosures and financial reporting One of the goals of Montepio's internal control system is to ensure compliance with prudential standards, the reliability of information and reporting deadlines to different authorities. It has been the practice at Montepio to concentrate the responsibility for reporting information to the authorities in the units specialised in the matters in question, taking account of their functions and activities. Whenever possible, advanced technological support tools are used to minimise errors and omissions and ensure highly reliable, timely information.
ANNUAL REPORT AND ACCOUNTS 2010 MONTEPIO GERAL
Preprint Heragráfica Artes Gráficas, Lda.
Print Grifos Artes Gráficas
| 4 |
1cons | 62006308.txt_b1 | 62006308.txt | 7.2 of the ARA and the notes to the financial statements describe and quantify the different risks incurred and monitoring, recovery and control practices to minimise them.
III. IMPACT OF FINANCIAL TURMOIL ON RESULTS 8., 9., 10. and 11. Qualitative and quantitative description of profits with emphasis on losses and impact of
write-downs and breakdown of write-downs Points 7.2 and 7.3 of the ARA address the issue of impairment related to the financial markets. Point 7.2 and the analysis of profits and provisions and impairment indicate the impairment of our securities portfolio. The notes to the financial statements also refer to the impact of impairment. 12. and 13. Breakdown of write-downs between realised and unrealised amounts and impact on company's share prices Not applicable.
14. Disclosure of risk of maximum loss associated with ongoing financial turmoil Point 7.2 of the ARA (interest rate risk and stress tests) refers to these issues in general.
15. Disclosure of impact of spreads associated with institution's own liabilities on results 334
The notes to the financial statements give sufficient information considering the intended scope.
IV. LEVELS AND TYPES OF EXPOSURE DURING THE TURMOIL PERIOD
16. Nominal amounts (or amortised cost) and fair value of outstanding exposures The notes to the financial statements break down the amounts into notional, balance sheet and fair value.
17. Information on credit protection (e.g. credit default swaps) and net exposures The notes to the financial statements provide information on credit protection for assets and liabilities at fair value through profit or loss.
18. Detailed disclosure of exposures We consider that the information in point 7.2 and 7.3 of the ARA and notes to the financial statements answers this question.
19. Movement schedules in exposures between relevant reporting periods and the underlying reasons (sales, disposals, write-downs, etc) The information in the notes to the financial statements answers this question.
20. Discussion of exposures that have not been consolidated (or that have been recognised in the course of the crisis) and the related reasons The section on securitisation of assets in Point 7.3 of the ARA and the notes to the financial statements describes in detail the different securitisation operations and their vehicles, i.e. special purpose vehicles (SPVs).
21. Exposure to monoline insurers and quality of insured assets | 5 |
1cons | 60299600.txt_0 | 60299600.txt | Annual Report 2002
CARDO AB
CONTENTS
Cardo in Brief
1
Highlights
2
The Group President
4
The Cardo Share
8
Group Review
10
Strategy
10
Background
11
Market
12
Currency policy
12
Dividend policy
13
Environment policy
13
Tables and graphs
14
Cardo Door
16
Cardo Pump
24
Disposal of the Rail business area
32
Consolidated earnings and cash flow
excluding Rail
33
Report of the Board of Directors
34
Organization
34
Inflow of orders, invoiced sales and earnings 34
Market prospects
35
Income Statement Group
36
Cash Flow Statement Group
36
Balance Sheet Group
37
Income Statement Parent Company
38
Cash Flow Statement Parent Company
38
Balance Sheet Parent Company
39
Notes
40
Audit Report
49
Group Management
51
Board of Directors and Auditors
52
Group Companies
54
Financial Information
59
Group Financial Summary
60
Annual General Meeting,
Dividend and Election Committee
61
Up-to-date information at Cardo's website www.cardo.se
CARDO IN BRIEF
CARDO is an international engineering group and a leading supplier of highquality products and systems with a good aftermarket. The Group enjoys strong positions in the markets for doors and pumps. Cardo operates in lines of business that, taken together, provide strength and make the Group less susceptible to fluctuations in the business cycle.
CARDO has subsidiaries in about 30 countries with the focal point resting in western Europe. More than 90 percent of invoiced sales relate to customers outside Sweden, and approximately 80 percent of the Group's employees work outside Sweden.
CARDO is one of the world's largest manufacturers of industrial doors and Europe's leading supplier of dock loading equipment. Cardo is also the market leader when it comes to servicing these products and one of Europe's largest manufacturers of residential garage | 0 |
1cons | 60299600.txt_1 | 60299600.txt |
Audit Report
49
Group Management
51
Board of Directors and Auditors
52
Group Companies
54
Financial Information
59
Group Financial Summary
60
Annual General Meeting,
Dividend and Election Committee
61
Up-to-date information at Cardo's website www.cardo.se
CARDO IN BRIEF
CARDO is an international engineering group and a leading supplier of highquality products and systems with a good aftermarket. The Group enjoys strong positions in the markets for doors and pumps. Cardo operates in lines of business that, taken together, provide strength and make the Group less susceptible to fluctuations in the business cycle.
CARDO has subsidiaries in about 30 countries with the focal point resting in western Europe. More than 90 percent of invoiced sales relate to customers outside Sweden, and approximately 80 percent of the Group's employees work outside Sweden.
CARDO is one of the world's largest manufacturers of industrial doors and Europe's leading supplier of dock loading equipment. Cardo is also the market leader when it comes to servicing these products and one of Europe's largest manufacturers of residential garage doors. In the field of pumps, Cardo is one of Europe's largest manufacturers; and in the field of sophisticated measurement instruments for the pulp and paper industry, it is the world's leading manufacturer. Operations are divided into the business areas Door and Pump.
THE CARDO share is listed on Stockholmsbörsen's A-list and the number of shareholders amounts to approximately 14,600. Foreign investors hold approximately 6 percent of the total number of shares and votes.
Cardo Annual Report 2002 1
HIGHLIGHTS
Financial strength for continued expansion
· The Rail business area is disposed
of to Vestar Capital Partners. The selling price amounts to approximately SEK 2 billion for the company free from debt, generating a taxfree capital gain of SEK 323 million, which is equivalent to earnings per share of SEK 10.78.
· The Board proposes a regular divi-
dend of SEK 8 per share and an extra dividend of SEK 32 per share. Provided the Annual General Meeting resolves in accordance with the proposal, the equity ratio after payment is expected to be approximately 50 percent, giving continued financially good prospects of expanding the business.
· Door becomes the market leader in
the UK in | 1 |
1cons | 60299600.txt_2 | 60299600.txt | doors. In the field of pumps, Cardo is one of Europe's largest manufacturers; and in the field of sophisticated measurement instruments for the pulp and paper industry, it is the world's leading manufacturer. Operations are divided into the business areas Door and Pump.
THE CARDO share is listed on Stockholmsbörsen's A-list and the number of shareholders amounts to approximately 14,600. Foreign investors hold approximately 6 percent of the total number of shares and votes.
Cardo Annual Report 2002 1
HIGHLIGHTS
Financial strength for continued expansion
· The Rail business area is disposed
of to Vestar Capital Partners. The selling price amounts to approximately SEK 2 billion for the company free from debt, generating a taxfree capital gain of SEK 323 million, which is equivalent to earnings per share of SEK 10.78.
· The Board proposes a regular divi-
dend of SEK 8 per share and an extra dividend of SEK 32 per share. Provided the Annual General Meeting resolves in accordance with the proposal, the equity ratio after payment is expected to be approximately 50 percent, giving continued financially good prospects of expanding the business.
· Door becomes the market leader in
the UK in industrial doors after its acquisition of Amber Doors.
· The acquisitions of the Swedish
company Swedmeter and the Finnish company Nopon supplement Pump's product range in water and wastewater.
· Pump's subsidiary Lorentzen &
Wettre acquires the Swedish company FiberTracker and can thereby offer a unique overall concept to both the pulp and paper industry.
· Pump establishes subsidiaries in
Portugal and Malaysia, countries where extensive expansion is planned in water and wastewater.
· In China, Door's new plant for the
process production of industrial doors is opened.
· Efforts in the Asian markets bring
successes for both Door and Pump. These include Door winning its biggest order so far in China when the aircraft maintenance company Gameco orders three big hangar doors worth almost SEK 30 million.
· The weak construction market in
Europe results in further focus on improvements in efficiency. Costs of measures within Door are charged to fourth quarter earnings in the sum of SEK 40 million.
· The action program at Pump is
running according to plan. The objective is to achieve an annual 1011 percent operating margin for the business area at the end of 2003.
· The acquisition of the French
garage door distributor SEA B2L | 2 |
1cons | 60299600.txt_3 | 60299600.txt | industrial doors after its acquisition of Amber Doors.
· The acquisitions of the Swedish
company Swedmeter and the Finnish company Nopon supplement Pump's product range in water and wastewater.
· Pump's subsidiary Lorentzen &
Wettre acquires the Swedish company FiberTracker and can thereby offer a unique overall concept to both the pulp and paper industry.
· Pump establishes subsidiaries in
Portugal and Malaysia, countries where extensive expansion is planned in water and wastewater.
· In China, Door's new plant for the
process production of industrial doors is opened.
· Efforts in the Asian markets bring
successes for both Door and Pump. These include Door winning its biggest order so far in China when the aircraft maintenance company Gameco orders three big hangar doors worth almost SEK 30 million.
· The weak construction market in
Europe results in further focus on improvements in efficiency. Costs of measures within Door are charged to fourth quarter earnings in the sum of SEK 40 million.
· The action program at Pump is
running according to plan. The objective is to achieve an annual 1011 percent operating margin for the business area at the end of 2003.
· The acquisition of the French
garage door distributor SEA B2L in January 2003 strengthens Door's position in the French market for residential garage doors while supplementing its range of products.
2 Cardo Annual Report 2002
HIGHLIGHTS
Invoiced sales and earnings after financial items, 5 years
Invoiced sales SEK million
Earnings after financial items SEK million
12,000
1,200
10,000
1,000
8,000
800
6,000
600
4,000
400
2,000
200
0
0
98 99 00 01 02
Invoiced sales 2002 by business area
Invoiced sales 2002 by geographical market
Door 52%
Brands include Crawford, Hafa, Faltec, Amber, Megadoor, Alsta, Allhabo, Normstahl, Henderson and Car-In
Pump 29%
Brands: ABS, Pumpex, NOPOL, Swedmeter and Lorentzen & Wettre
Europe 85% of which Sweden 7%
Others 2%
Asia 6%
North America 7%
Rail 19%
Br | 3 |
1cons | 60299600.txt_b0 | 60299600.txt | +46 40 35 04 49, of their intention to attend the meeting no later than 4 pm on Tuesday, April 1 2003.
When giving notice of their intention to participate in the meeting, shareholders should give their name, address, daytime telephone number, civic registration number or corporate identity number, and number of shares. Shareholders intending to take part in the meeting by power of attorney must send the power of attorney to Cardo so that it reaches the Company prior to the Annual General Meeting. Information provided will only be used in connection with the Annual General Meeting and with necessary registration and processing for drawing up a voting list in that respect.
To be entitled to participate in the meeting, shareholders whose shares are nominee registered must have the shares temporarily registered in their own name by the nominee in good time before Friday, March 28 2003. Please note that notification must be made separately to Cardo's head office as indicated above.
Dividend The Board of Directors and the President propose that a regular dividend of SEK 8 per share and an extra dividend of SEK 32 per share be paid out for the financial year 2002, in total a dividend of SEK 40 per share. The proposed record day is April 10 2003. Provided the Annual General Meeting resolves in accordance with the proposal, VPC expects to be able to distribute dividend to shareholders on April 15 2003.
Election Committee An election committee has been appointed consisting of representatives of the Company's three largest owners. The Chairman of the Board is the convener.
The duties of the election committee are to submit proposals to the Annual General Meeting in respect of the election of the Board of Directors, the appointment of auditors whenever applicable, and the determination of fees. The election committee that has been appointed ahead of the 2003 Annual General Meeting consists of:
Fredrik Lundberg (Chairman of Cardo) L E Lundbergföretagen AB, Stockholm
Tomas Nicolin National Swedish Pension Fund, 3rd Fund Board, Stockholm
Peter Rudman Nordea's funds, Stockholm
C a r d o Å r s r e d o v i s n i n g 2 0 0 2 61
CARDO AB (publ), Roskildevägen 1, Box 486, SE-201 24 Malmö, Sweden. Tel: +46 40 35 04 00. Fax: +46 40 97 64 40. E-mail: info@cardo.se Website: www.cardo.se
| 4 |
1cons | 60299600.txt_b1 | 60299600.txt | ,111 3,875
335 1,901
4,821 593
2.15 19.8 18.7 63.4
0.1 -0.2
7,851
14.81
15.81 8.00 119.84
22.50
12.65 40.002) 129.17
16.97
31.10
21.60
27.97
30,000 30,000
60 Cardo Annual Report 2002
ANNUAL GENERAL MEETING
Welcome to Cardo's Annual General Meeting
The Annual General Meeting will be held on Monday, April 7 2003 at 5 pm at Storan, Malmö Opera och Musikteater, Ö Rönneholmsvägen 20, Malmö, Sweden.
Notification Shareholders wishing to participate in the Annual General Meeting must be entered in the Register of Shareholders maintained by VPC (Swedish Central Securities Depository & Clearing Organization) no later than Friday, March 28 2003 and must advise Cardo's head office, Roskildevägen 1, Box 486, SE-201 24 Malmö, Sweden, telephone +46 40 35 04 49, of their intention to attend the meeting no later than 4 pm on Tuesday, April 1 2003.
When giving notice of their intention to participate in the meeting, shareholders should give their name, address, daytime telephone number, civic registration number or corporate identity number, and number of shares. Shareholders intending to take part in the meeting by power of attorney must send the power of attorney to Cardo so that it reaches the Company prior to the Annual General Meeting. Information provided will only be used in connection with the Annual General Meeting and with necessary registration and processing for drawing up a voting list in that respect.
To be entitled to participate in the meeting, shareholders whose shares are nominee registered must have the shares temporarily registered in their own name by the nominee in good time before Friday, March 28 2003. Please note that notification must be made separately to Cardo's head office as indicated above.
Dividend The Board of Directors and the President propose that a regular dividend of SEK 8 per share and an extra dividend of SEK 32 per share be paid out for the financial year 2002, in total a dividend of SEK 40 per share. The proposed record day is April 10 2003. Provided the Annual General Meeting resolves in accordance with | 5 |
1cons | 61234224.txt_0 | 61234224.txt | The 2008/9 winter promotion that ran across all our markets, our most successful yet.
international plc
annual report and accounts 2009
Discovering new tastes lies at the heart of the coffeeheaven experience.
Throughout the year we introduce superb coffees and delicious new sandwiches, salads and cakes to tempt our customers and to keep them loyal. We believe no other branded coffee store comes close to the breadth and depth of our sweet and savoury food offer.
Each Spring and Autumn we introduce innovative new sandwiches and salads containing tasty seasonal ingredients to tempt the palates of our customers. In Autumn 2008 the food promotion in Poland focused on the wonderful ingredients that are
available in the forests and fields of coffeeheaven's home market.
Our much anticipated 20089 winter coffee promotion `Taste of Winter' was the most successful yet, with three new winter latté recipes: Honey Vanilla Masala, White Chocolate Gingerbread and Cinnamon Eggnog.
And in February 2009 we introduced the fourth member of our highly popular chai range that is named after great animals, adding new Turtle to Tiger, Orca and Elephant.
All giving our customers even more reasons to come back to coffeeheaven.
The 2008 autumn food promotion that ran in Poland.
international plc
annual report and accounts 2009
02 Highlights 03 Company Information 05 Company Profile 07 Key Performance Indicators (KPIs) 08 Executive Chairman's Statement 2 1 The Board 23 Directors' Report 27 Remuneration Report 29 Statement of Directors' Responsibilities 30 Independent Auditors' Report 32 Pro-forma Group Profit and Loss Account 34 Group Income Statement 35 Group Balance Sheet 36 Company Balance Sheet 37 Group Statement of Cash Flows 38 Company Statement of Cash Flows 39 Group Statement of Recognised Income and Expense 39 Company Statement of Recognised Income and Expense 40 Notes to the Financial Statements 68 Notice of Annual General Meeting 71 Form of Proxy
Annual Report 2009
02
Highlights
I Net sales from continuing operations increased 55% to £23.3M (2008: £15.0M). (Increase 31% at constant exchange rates).
I Like-for-like sales growth all stores 12% for 12 months to 31 March 2009 (2008: 16%). Like-for-like growth continuing stores 14%.
I Number of stores trading net of closures at 31 March 2009: 88 (2008: 85). Currently 88 stores net of closures with more under contract or with terms agreed | 0 |
1cons | 61234224.txt_1 | 61234224.txt | food promotion that ran in Poland.
international plc
annual report and accounts 2009
02 Highlights 03 Company Information 05 Company Profile 07 Key Performance Indicators (KPIs) 08 Executive Chairman's Statement 2 1 The Board 23 Directors' Report 27 Remuneration Report 29 Statement of Directors' Responsibilities 30 Independent Auditors' Report 32 Pro-forma Group Profit and Loss Account 34 Group Income Statement 35 Group Balance Sheet 36 Company Balance Sheet 37 Group Statement of Cash Flows 38 Company Statement of Cash Flows 39 Group Statement of Recognised Income and Expense 39 Company Statement of Recognised Income and Expense 40 Notes to the Financial Statements 68 Notice of Annual General Meeting 71 Form of Proxy
Annual Report 2009
02
Highlights
I Net sales from continuing operations increased 55% to £23.3M (2008: £15.0M). (Increase 31% at constant exchange rates).
I Like-for-like sales growth all stores 12% for 12 months to 31 March 2009 (2008: 16%). Like-for-like growth continuing stores 14%.
I Number of stores trading net of closures at 31 March 2009: 88 (2008: 85). Currently 88 stores net of closures with more under contract or with terms agreed.
I Group EBITDA from continuing operations increased 227% to £2.1M for 12 months to 31 March 2009 (2008: £0.92M). (Increase 156% at constant exchange rates).
I Group profit before taxation and share-based payments reserve from continuing operations £0.60M (2008: £0.87M).
I Market closures (Romania and Slovakia) and store disposal program broadly complete. I Cash and equivalents at 31 March 2009 £2.8M (2008: £1.3M). I Current year trading is satisfactory particularly in our major market of Poland.
Sales £M
25
Number of stores
100
20
80
15
60
10
40
5
2005 2006 2007 2008* 2009* 0
year to 31 March 2009 *continuing operations only
international plc
20
2005 2006 2007 2008 2009 0
year to 31 March 2009
Company Information
Directors Registered Office
Group Head Office
Poland
Country Offices
Czech Republic Latvia Bulgaria
Hungary
Richard Douglas Worthington William Christopher Currie Robert Nicholas Lutwyche | 1 |
1cons | 61234224.txt_2 | 61234224.txt | .
I Group EBITDA from continuing operations increased 227% to £2.1M for 12 months to 31 March 2009 (2008: £0.92M). (Increase 156% at constant exchange rates).
I Group profit before taxation and share-based payments reserve from continuing operations £0.60M (2008: £0.87M).
I Market closures (Romania and Slovakia) and store disposal program broadly complete. I Cash and equivalents at 31 March 2009 £2.8M (2008: £1.3M). I Current year trading is satisfactory particularly in our major market of Poland.
Sales £M
25
Number of stores
100
20
80
15
60
10
40
5
2005 2006 2007 2008* 2009* 0
year to 31 March 2009 *continuing operations only
international plc
20
2005 2006 2007 2008 2009 0
year to 31 March 2009
Company Information
Directors Registered Office
Group Head Office
Poland
Country Offices
Czech Republic Latvia Bulgaria
Hungary
Richard Douglas Worthington William Christopher Currie Robert Nicholas Lutwyche Morrish Jonathan Peter George Cooper
Lanes End House 15 Prince Albert Street Brighton East Sussex BN1 1HY United Kingdom
Atrium Centrium Al Jana Pawla II 27 00-867 Warsaw Poland
Provaznicka 1 Prague 1 CZ110 00 Czech Republic
Artilerijas str. 40, k 12 Riga LV-1009 Latvia
8 Tsar Kaloian Street Floor 3, office 16 Sofia-1000 Bulgaria
Ibolya u. 128/b 2040-Budapest Hungary
03
Annual Report 2009
04
Company Information
continued
Secretary and Registrars
Capita Company Secretarial Services Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Nominated Adviser
Shore Capital and Corporate Limited Bond Street House 14 Clifford Street London W1S 4J
Nominated Joint Brokers
Shore Capital and Stockbrokers Limited Bond Street House 14 Clifford Street London W1S 4J
Dowgate Capital and Stockbrokers Limited Talisman House Jubilee Walk Three Bridges Crawley Sussex RH10 1LQ
Auditors Registrars Solicitors Principal Bankers
| 2 |
1cons | 61234224.txt_3 | 61234224.txt | Morrish Jonathan Peter George Cooper
Lanes End House 15 Prince Albert Street Brighton East Sussex BN1 1HY United Kingdom
Atrium Centrium Al Jana Pawla II 27 00-867 Warsaw Poland
Provaznicka 1 Prague 1 CZ110 00 Czech Republic
Artilerijas str. 40, k 12 Riga LV-1009 Latvia
8 Tsar Kaloian Street Floor 3, office 16 Sofia-1000 Bulgaria
Ibolya u. 128/b 2040-Budapest Hungary
03
Annual Report 2009
04
Company Information
continued
Secretary and Registrars
Capita Company Secretarial Services Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Nominated Adviser
Shore Capital and Corporate Limited Bond Street House 14 Clifford Street London W1S 4J
Nominated Joint Brokers
Shore Capital and Stockbrokers Limited Bond Street House 14 Clifford Street London W1S 4J
Dowgate Capital and Stockbrokers Limited Talisman House Jubilee Walk Three Bridges Crawley Sussex RH10 1LQ
Auditors Registrars Solicitors Principal Bankers
Hill Wooldridge & Co. Limited 107 Hindes Road Harrow Middlesex HA1 1RU
Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Kaye Scholer LLP 140 Aldersgate Street London EC1A 4HY
Raiffeisen Bank Polska S.A. ul Piekna 20 00-549 Warsaw Poland
international plc
Company Profile
Who we are
coffeeheaven international plc is the parent company of a group (`coffeeheaven' or `Group') that operates branded coffee bars in central Europe principally under the coffeeheaven® brand name. coffeeheaven is market leader in the branded coffee bar sector in central Europe
(source: Allegra Strategies European Coffee Shop Market 2007 and 2008).
coffeeheaven is a lifestyle café concept with a level of quality in product and service comparable to similar offerings anywhere in the world. coffeeheaven stores are located in Poland, Czech Republic, Bulgaria, Hungary and Latvia
(the latter currently trading under the brand name Coffee Nation®).
coffeeheaven retains direct management of all its stores and does not franchise. coffeeheaven share ownership by Partner Employees | 3 |
1cons | 61234224.txt_b0 | 61234224.txt | Centre
Poznan Poznan Plaza Stary Browar Lawica Airport PKP Poznan Glówny Malta Centre
Szczecin Galaxy Centre
Warszawa
Aleje Jerozolimskie
Arkadia I
Arkadia II
Atrium Centre
Blue City
Biblioteka UW
ERA Office Building
Galeria Mokotów I
Galeria Mokotów II
Kino Atlantic
Klif I
Klif II
Miodowa
Northgate
Nowy Swiat I
Nowy Swiat II
PKP, Central Pulawska
Sta.tion
Plac Trech Krzyzy
Mars
Warszawa (continued) Promenada Reduta Centre Rondo ONZ Sadyba Best Mall Saski Crescent Swie tokrzyska Underground Wola Park Warsaw Airport I Warsaw Trade Tower Zlote Tarasy Zlote Tarasy II
Wroclaw Arkady FPaacstaoz.ryGOruuntwleat ldzki PKP Wroclaw Glówny Magnolia Park Swidnicka Just-in
Czech Republic
Population 10.4 million
Brno Pasáz Rozkve t
Prague BB Centrum OC Chodov OC DBK OC Letn any Na Príkope OC Novy Smíchov Pasáz Oasis Florenc Palác Flóra Airport Praha Ruzyne Provaznická Pasáz Rokoko OC Spektrum T-mobile Office Building Roztyly
Latvia
population 2.3 million
Riga Blaumana Domina Centre Dzirnavu Kr. Valdemara Brieza Riga Airport I Riga Airport II
Bulgaria
population 7.6 million
Sofia City Centre Sofia Mall of Sofia Tzar Ivan Shishman
Hungary
population 10.0 million
Budapest Ferenciek Tere Teréz Körút Fashion Street
Our latest addition to the chai range was Turtle, launched in all markets in February 2009.
international plc Lanes End House 15 Prince Albert Street Brighton East Sussex BN1 1HY United Kingdom
www.coffeeheaven.eu
| 4 |
1cons | 61234224.txt_b1 | 61234224.txt | do so. 9. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RLYX-GZTU-KRRG, Capita Registrars (Proxies), 34 Beckenham Road, Beckenham, Kent, BR3 9ZA.
Dated.............................................................................. 2009 Signed..............................................................................
Annual Report 2009
SECOND FOLD
PLEASE AFFIX
POSTAGE
Capita Registrars (Proxies) PO Box 25 Beckenham Kent BR3 4TU
FIRST FOLD
THIRD FOLD
coffeeheaven stores
Poland
population 38.1 million
Gdansk Madison Galeria Baltycka
Gdynia Gemini Centre
Katowice Altus Silesia CC
Kraków Galeria Kazimierz Galeria Krakowska Karmelicka M1 Centre Florianska
Lublin Lublin Plaza Krakowskie Przedmiescie
Lódz Manufaktura Galeria Lódzka
Opole Solaris Centre
Poznan Poznan Plaza Stary Browar Lawica Airport PKP Poznan Glówny Malta Centre
Szczecin Galaxy Centre
Warszawa
Aleje Jerozolimskie
Arkadia I
Arkadia II
Atrium Centre
Blue City
Biblioteka UW
ERA Office Building
Galeria Mokotów I
Galeria Mokotów II
Kino Atlantic
Klif I
Klif II
Miodowa
Northgate
Nowy Swiat I
Nowy Swiat II
PKP, Central Pulawska
Sta.tion
Plac Trech Krzyzy
Mars
Warszawa (continued) Promenada Reduta Centre Rondo ONZ Sadyba Best Mall Saski Crescent Swie tokrzyska Underground Wola Park Warsaw Airport I Warsaw Trade Tower Zlote Tarasy Zlote Tarasy II
Wroclaw Arkady FPaacstaoz.ryGOruuntwleat ldzki PKP Wroclaw Gló | 5 |
1cons | 60778640.txt_0 | 60778640.txt | µ
JOINT STOCK COMPANY FOUNDED IN GENOA IN 1898 REGISTERED AND MANAGEMENT OFFICE IN VIALE LUIGI STURZO 35, MILAN, ITALY - MILAN COMPANIES REGISTERED N. 01834870154
ANNUAL REPORT 2005
Contents
2005 CONSOLIDATED FINANCIAL STATEMENTS pag. 8
DIRECTORS' REPORT ON THE 2005 CONSOLIDATED FINANCIAL STATEMENTS
The economic and the insurance scenario Summary of operating results Income statement Insurance business Financial and asset management Capital and Reserves Significant events subsequent to the closure of the year Outlook for operations
pag. 9
pag. 10 pag. 11 pag. 13 pag. 14 pag. 24 pag. 33 pag. 34 pag. 35
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet Income Statement Shareholders' equity Cash flow statement
pag. 37 pag. 38 pag. 41 pag. 42 pag. 44
CONSOLIDATED NOTES TO THE ACCOUNTS Part A - Information on the Group and its operations Part B - General criteria for drawing up the Consolidated Financial Statements Part C - Consolidation principles and consolidation perimeter Part D - Valuation criteria Part E - Information on the Balance Sheet Part F - Information on the Income Statement Part G - Other information Part H - Risk analysis Part I - Transition to the IAS/IFRS
pag. 45 pag. 47
pag. 48 pag. 50 pag. 52 pag. 74 pag. 94 pag. 104 pag. 109 pag. 117
Illustration of the principal changes introduced by the IAS/IFRS IAS/IFRS first-time adoption Summary of the main impacts of IAS/IFRS Reconciliation statements and explanatory notes
Part L - Annexes
pag. 117 pag. 126 pag. 128 pag. 130
pag. 143
REPORT BY THE BOARD OF STATUTORY AUDITORS
pag 165
REPORT OF THE AUDITING COMPANY
pag 169
2
Company offices and Head Office
pag. 173
STATUTORY FINANCIAL STATEMENTS
REPORT ON OPERATIONS
The insurance business Operating expenses from direct business Financial and asset management Relations with Group companies and other related parties Subsequent events Outlook for operations
pag. | 0 |
1cons | 60778640.txt_1 | 60778640.txt | - Consolidation principles and consolidation perimeter Part D - Valuation criteria Part E - Information on the Balance Sheet Part F - Information on the Income Statement Part G - Other information Part H - Risk analysis Part I - Transition to the IAS/IFRS
pag. 45 pag. 47
pag. 48 pag. 50 pag. 52 pag. 74 pag. 94 pag. 104 pag. 109 pag. 117
Illustration of the principal changes introduced by the IAS/IFRS IAS/IFRS first-time adoption Summary of the main impacts of IAS/IFRS Reconciliation statements and explanatory notes
Part L - Annexes
pag. 117 pag. 126 pag. 128 pag. 130
pag. 143
REPORT BY THE BOARD OF STATUTORY AUDITORS
pag 165
REPORT OF THE AUDITING COMPANY
pag 169
2
Company offices and Head Office
pag. 173
STATUTORY FINANCIAL STATEMENTS
REPORT ON OPERATIONS
The insurance business Operating expenses from direct business Financial and asset management Relations with Group companies and other related parties Subsequent events Outlook for operations
pag. 176
pag. 179
pag. 183 pag. 185 pag. 187 pag. 192 pag. 200 pag. 201
PROFIT/LOSS FOR THE PERIOD
pag. 203
STATUTORY FINANCIAL STATEMENTS
Balance Sheet Income Statement
pag. 207 pag. 208 pag. 220
NOTES TO THE ACCOUNTS
pag. 229
Part A: Valuation criteria
pag. 231
Part B: Information on the Balance Sheet and the Income Statement pag. 241
Part C: Other information
pag. 286
Portfolio of insurance business
pag. 287
Management and coordination of companies
pag. 288
Assets held as at 31.12.2005
pag. 289
Cash flow statement
pag. 292
Reconciliation of Shareholders' Equity
pag. 293
Summary of Shareholders' Equity and use
pag. 294
Summary of movements in Shareholders' Equity
pag. 295
REPORT OF THE BOARD OF AUDITORS
pag. 297
| 1 |
1cons | 60778640.txt_2 | 60778640.txt | 176
pag. 179
pag. 183 pag. 185 pag. 187 pag. 192 pag. 200 pag. 201
PROFIT/LOSS FOR THE PERIOD
pag. 203
STATUTORY FINANCIAL STATEMENTS
Balance Sheet Income Statement
pag. 207 pag. 208 pag. 220
NOTES TO THE ACCOUNTS
pag. 229
Part A: Valuation criteria
pag. 231
Part B: Information on the Balance Sheet and the Income Statement pag. 241
Part C: Other information
pag. 286
Portfolio of insurance business
pag. 287
Management and coordination of companies
pag. 288
Assets held as at 31.12.2005
pag. 289
Cash flow statement
pag. 292
Reconciliation of Shareholders' Equity
pag. 293
Summary of Shareholders' Equity and use
pag. 294
Summary of movements in Shareholders' Equity
pag. 295
REPORT OF THE BOARD OF AUDITORS
pag. 297
REPORT BY THE AUDITING COMPANY
pag. 305
ORDINARY SHAREHOLDERS' MEETING
pag. 311
3
2005 Consolidated
Financial Statements
5
Key IAS/IFRS figures Directors' report on the 2005 Consolidated Financial Statements Consolidated Fiancial Statements
Consolidated Notes to the Accounts
Report by the Board of Statutory Auditors
Report of the Auditing Company
Consolidated Financial Statements: key IAS/IFRS figures
7
Key IAS/IFRS figures Directors' report on the 2005 Consolidated Financial Statements Consolidated Fiancial Statements
Consolidated Notes to the Accounts
Report by the Board of Statutory Auditors
Report of the Auditing Company
Consolidated Financial Statements: key IAS/IFRS figures
(figures for the period and at period end in millions of euro)
GROSS PREMIUMS
PAYMENTS
GROSS TECHNICAL RESERVES
GROSS NEW BUSINESS PREMIUMS
APE (1) of which: Alleanza Intesa Vita
NEW BUSINESS VALUE (2 | 2 |
1cons | 60778640.txt_3 | 60778640.txt |
REPORT BY THE AUDITING COMPANY
pag. 305
ORDINARY SHAREHOLDERS' MEETING
pag. 311
3
2005 Consolidated
Financial Statements
5
Key IAS/IFRS figures Directors' report on the 2005 Consolidated Financial Statements Consolidated Fiancial Statements
Consolidated Notes to the Accounts
Report by the Board of Statutory Auditors
Report of the Auditing Company
Consolidated Financial Statements: key IAS/IFRS figures
7
Key IAS/IFRS figures Directors' report on the 2005 Consolidated Financial Statements Consolidated Fiancial Statements
Consolidated Notes to the Accounts
Report by the Board of Statutory Auditors
Report of the Auditing Company
Consolidated Financial Statements: key IAS/IFRS figures
(figures for the period and at period end in millions of euro)
GROSS PREMIUMS
PAYMENTS
GROSS TECHNICAL RESERVES
GROSS NEW BUSINESS PREMIUMS
APE (1) of which: Alleanza Intesa Vita
NEW BUSINESS VALUE (2) of which: Alleanza Intesa Vita
INVESTMENTS SHAREHOLDERS' EQUITY (3) of wicht: reserve for "profit/loss on financial
assets available for sale"
NET PROFIT (3)
EMPLOYEES (administrative)
SALES NETWORK (4) of wicht: employees non-employees
DECEMBER
2005
2004
CHANGE
%
10,785.1 8,662.2 2,122.9
24.5
6,303.8 4,015.9 2,287.9
57.0
46,346.3 40,936.8 5,409.5
13.2
8,546.4 6,428.3 2,118.1
32.9
730.0
603.8
126.2
20.9
348.0
330.2
17.8
5.4
382.0
273.6
108.4
39.6
220. | 3 |
1cons | 60778640.txt_b0 | 60778640.txt | package" drawn up according to the IFRS accounting standards as at 30 June and as at 31 December.
3. Adoption of a stock grant plan for the years 2006 2008. 4. Authorisation to use treasury stocks in the stock grant plan for the years
2006 2008.
312
RESOLUTIONS
ITEM 1 ON THE AGENDA
The Shareholders' Meeting approved the Financial Statements for the year 2005 and the following appropriation of the total profit of 398,308,671.92:
1) to the Life Segment legal reserve
2) to the Non-Life Segment legal reserve 3) to the 845,542,325 ordinary shares (1)
(ordinary dividend per share 0.455)
4) for disbursement pursuant to art. 38 of the Articles of Association
5) uretained earnings
Total
4,006.89
384,721,757.88
11,949,139.95 1,633,767.20 398,308,671.92
The dividend per share of 0.455 will be paid, through the authorised intermediaries, as from 25 May 2006.
ITEM 2 ON THE AGENDA
The Shareholders' Meeting passed a resolution to assign to the Company Reconta Ernst & Young S.p.A. having acknowledged the favourable opinion of the Board of Statutory Auditors the audit mandates, for the financial years 2006-2011, in accordance with the proposals submitted by said Reconta Ernst & Young S.p.A..
ITEMS 3 AND 4 ON THE AGENDA
The Shareholders' Meeting passed a resolution to approve a stock grant plan in favour of the Managing Director, the General Managers and the other executives of the Company, also authorising the use in the plan of 430,000 treasury stocks held by the Company and acquired further to resolution of the Shareholders' Meeting of 24 April 2001.
(1) Net of the 800,000 treasury stocks relating to the Stock Option Plan.
313
Progetto Grafico:
- Milano - www.pfpgroup.com
Foto: Raffaello Sanzio - San Giorgio e il drago - olio su tavola - Washington, National Gallery of Art
| 4 |
1cons | 60778640.txt_b1 | 60778640.txt |
304
Report by the Auditing Company
305
306
307
309
Ordinary Shareholders' Meeting
311
Ordinary Shareholders' Meeting
Ordinary Shareholders' Meeting of 27 April 2006
Chairman Amato Luigi MOLINARI Secretary Nicola RIVANI FAROLFI 50 Shareholders present, representing in person or by proxy 459,373,188 shares, equal to 54.277% of share capital
AGENDA
1. 1.Board of Directors' Report on Operations and Report by the Board of Statutory Auditors on the financial year 2005; presentation of the Financial Statements and pertinent and consequent resolutions.
2. Assignment to the Auditing Company Reconta Ernst & Young, for the financial years 2006 2011, of the following mandates: a) audit of the individual and consolidated financial statements; limited audit of the half-yearly report and of the consolidated half-yearly report; b) audit of the annual report on management of the "AlMeglio" defined-contribution open Pension Fund; c) control of the separate investment management; examination of the annual report on management of the Internal Funds; e) limited audit of the "reporting package" drawn up according to the IFRS accounting standards as at 30 June and as at 31 December.
3. Adoption of a stock grant plan for the years 2006 2008. 4. Authorisation to use treasury stocks in the stock grant plan for the years
2006 2008.
312
RESOLUTIONS
ITEM 1 ON THE AGENDA
The Shareholders' Meeting approved the Financial Statements for the year 2005 and the following appropriation of the total profit of 398,308,671.92:
1) to the Life Segment legal reserve
2) to the Non-Life Segment legal reserve 3) to the 845,542,325 ordinary shares (1)
(ordinary dividend per share 0.455)
4) for disbursement pursuant to art. 38 of the Articles of Association
5) uretained earnings
Total
4,006.89
384,721,757.88
11,949,139.95 1,633,767.20 398,308,671.92
The dividend per share of 0.455 will be paid, through the authorised intermediaries, as from 25 | 5 |
1cons | 60262467.txt_0 | 60262467.txt | ANNUAL REPORT 2001
Net Sales by Brand
2001 Group Net Sales: 6.1 Billion
adidas is a leading brand in the sporting goods market with strong positions in footwear, apparel and hardware. adidas
products offer technological innovations and cutting-edge designs to athletes of all skill
levels who aspire to achieve peak performance. The adidas brand is structured in three divisions:
Forever Sport, Originals and adidas Equipment. This structure is unique to the industry and reflects
the brand's commitment to meet the specific needs of different consumer groups.
79%
Salomon is the Freedom Action Sports brand. Number one in the world for winter sports, with leading positions in alpine, nordic and snowboard products, Salomon is actively expanding its presence in summer and alternative sports as well as soft goods. All products are highly innovative and performance-oriented. The Salomon family of brands comprises Salomon, Mavic, Bonfire, Cliché and, starting in 2002, Arc'Teryx.
12%
9%
TaylorMade-adidas Golf offers a full range of golf hardware, footwear, apparel and accessories. It is a leader in the industry and the number one premium metalwood golf brand. TaylorMade-adidas Golf markets products under the brand names TaylorMade, adidas Golf and, starting in 2002, Maxfli and Slazenger Golf.
Financial Highlights (IAS)
Net Sales (euros in millions)
1997 1998 1999 2000 2001
Earnings per Share (euros)
1997 1998 1999 2000 2001
3,425 5,065 5,354 5,835 6,112
5.22 4.52 5.02 4.01 4.60
Operating Highlights (euros in millions) Net sales Income before taxes Net income
2001
2000 Change
6,112 376 208
5,835 347 182
4.8% 8.6% 14.8%
Key Ratios (in %) Gross margin SG&A expenses as a percent of net sales EBITDA as a percent of net sales Effective tax rate Net income as a percent of net sales Equity ratio
42.6
43.3
(0.8pp)
33.3
34.5
(1.2pp)
9.9
9.6 | 0 |
1cons | 60262467.txt_1 | 60262467.txt | premium metalwood golf brand. TaylorMade-adidas Golf markets products under the brand names TaylorMade, adidas Golf and, starting in 2002, Maxfli and Slazenger Golf.
Financial Highlights (IAS)
Net Sales (euros in millions)
1997 1998 1999 2000 2001
Earnings per Share (euros)
1997 1998 1999 2000 2001
3,425 5,065 5,354 5,835 6,112
5.22 4.52 5.02 4.01 4.60
Operating Highlights (euros in millions) Net sales Income before taxes Net income
2001
2000 Change
6,112 376 208
5,835 347 182
4.8% 8.6% 14.8%
Key Ratios (in %) Gross margin SG&A expenses as a percent of net sales EBITDA as a percent of net sales Effective tax rate Net income as a percent of net sales Equity ratio
42.6
43.3
(0.8pp)
33.3
34.5
(1.2pp)
9.9
9.6
0.2pp
39.0
40.3
(1.2pp)
3.4
3.1
0.3pp
24.3
20.3
4.0pp
Balance Sheet Data (euros in millions) Total assets Inventories Receivables and other current assets Working capital Net total borrowings Shareholders' equity
4,183 1,273 1,520 1,485 1,679 1,015
4,018 1,294 1,387 1,417 1,791
815
4.1% (1.6%) 9.6% 4.7% (6.2%) 24.4%
Per Share of Common Stock (euros) Earnings per share Operating cash flow per share Dividend per share Share price at year-end
4.60 8.47 0.92* 84.30
4.01 (0.23) 0.92 66.00
14.8%
28%
Employees Number of employees at year-end
13,941
Rounding differences may arise in | 1 |
1cons | 60262467.txt_2 | 60262467.txt |
0.2pp
39.0
40.3
(1.2pp)
3.4
3.1
0.3pp
24.3
20.3
4.0pp
Balance Sheet Data (euros in millions) Total assets Inventories Receivables and other current assets Working capital Net total borrowings Shareholders' equity
4,183 1,273 1,520 1,485 1,679 1,015
4,018 1,294 1,387 1,417 1,791
815
4.1% (1.6%) 9.6% 4.7% (6.2%) 24.4%
Per Share of Common Stock (euros) Earnings per share Operating cash flow per share Dividend per share Share price at year-end
4.60 8.47 0.92* 84.30
4.01 (0.23) 0.92 66.00
14.8%
28%
Employees Number of employees at year-end
13,941
Rounding differences may arise in percentages and totals for figures presented in millions as calculation is always based on the figures stated in thousands.
* Subject to Annual General Meeting approval
13,362
4.3%
Evidence of Top Performance
Setting ambitious targets is one thing. Delivering on them is another. At adidas-Salomon, establishing challenging goals pushes us to strive harder. We know that you as investors, employees and customers expect to see results.
That is what this annual report is all about. Evidence: shown in graphs, pictures, statistics, as well as in brand strategies and our corporate mission statement. We are proud to show you the results that characterize the top performance of adidas-Salomon.
Targets
Increase sales 3 to 5%
Deliver positive backlogs at adidas America
Deliver gross margin of 41 to 43% Reduce operating expenses as a percent of net sales for the first time in five years Reduce inventories below prior-year levels
Reduce debt by 100 million Increase bottom-line earnings by 15% Increase shareholder understanding
and confidence in strategy
Results
Record sales of 6.1 billion, +5% Year-end backlogs +8% (currency-neutral +3 | 2 |
1cons | 60262467.txt_3 | 60262467.txt | percentages and totals for figures presented in millions as calculation is always based on the figures stated in thousands.
* Subject to Annual General Meeting approval
13,362
4.3%
Evidence of Top Performance
Setting ambitious targets is one thing. Delivering on them is another. At adidas-Salomon, establishing challenging goals pushes us to strive harder. We know that you as investors, employees and customers expect to see results.
That is what this annual report is all about. Evidence: shown in graphs, pictures, statistics, as well as in brand strategies and our corporate mission statement. We are proud to show you the results that characterize the top performance of adidas-Salomon.
Targets
Increase sales 3 to 5%
Deliver positive backlogs at adidas America
Deliver gross margin of 41 to 43% Reduce operating expenses as a percent of net sales for the first time in five years Reduce inventories below prior-year levels
Reduce debt by 100 million Increase bottom-line earnings by 15% Increase shareholder understanding
and confidence in strategy
Results
Record sales of 6.1 billion, +5% Year-end backlogs +8% (currency-neutral +3%),
highest level in 3 years in North America Gross margin = 42.6% Operating expenses as a percent of net sales
down 105 basis points Inventories reduced by 2% Debt down 112 million Earnings +15%
Share price up 28%,
top DAX performer in 2001
Strategy
4 Executive Board 5 Letter to the Shareholders 8 The Share 10 Brand Strategies 24 Global Operations 26 Social and Environmental Affairs 28 Employees
Reporting
30 Management Discussion & Analysis Including: Risk Report Group Outlook
54 Corporate Governance
Financial Analysis
58 Consolidated Accounts (IAS) 104 Glossary 108 Segmental Information:
Four Year Overview 110 Financial Highlights:
Overview since IPO
Corporate Mission Statement
adidas-Salomon strives to be the global leader in the sporting goods industry with sports brands built on a passion for competition and a sporting lifestyle.
We are consumer focused. That means we are continuously improving the quality, look, feel and image of our products to match and exceed consumer expectations and to provide them with the highest value.
We strive to bring innovation in technology and design to our foot wear, apparel and hardware products in order to help athletes of all skill levels achieve peak performance.
| 3 |
1cons | 60262467.txt_b0 | 60262467.txt | 1,026 (327) 1,655 463
357.2% 14.4%
4.52 2.64 0.84
45,349
12,036 513
19971)
2,224 821
592 11
738 717
103.0% 32.2%
5.22 0.88 0.84
45,349
7,993 331
19961)
1,288 556
418 284 174 489
35.6% 37.9%
3.54 2.26 0.56
45,349
6,986 240
1995
909 431
288 175 208 295
70.6% 32.4%
2.76 1.48 0.13
45,349
5,730 199
Financial Calendar 2002
February 7 March 7
May 2
May 8 May 9 August 7
November 7
Preliminary Full Year 2001 Results Press release Full Year 2001 Results Press release Analyst and press conferences Webcast Analyst conference call First Quarter 2002 Results Press release Webcast Analyst conference call Annual General Meeting (in Fürth/Bavaria) Webcast Dividend paid* First Half 2002 Results Press release Webcast Analyst conference call Nine Months 2002 Results Press release Webcast Analyst conference call
* Subject to Annual General Meeting approval
adidas-Salomon AG
World of Sports 91074 Herzogenaurach Germany
Tel.:
+49 (0) 9132 84-0
Fax:
+49 (0) 9132 84-2241
Internet: www.adidas-Salomon.com
Investor Relations
Tel.:
+49 (0) 9132 84-2920 / 3584
Fax:
+49 (0) 9132 84-3127
E-Mail: investor.relations@adidas.de
Internet: www.adidas-Salomon.com/en/ir/
adidas-Salomon is a member of DIRK (German Investor Relations Association) and NIRI (National Investor Relations Institute, USA).
Concept, Design and Realization adidas-Salomon AG Kirchhoff Consult AG
Out of concern for the environment, this paper was produced with a non-chlorine bleaching process (TCF).
Printed in Germany
| 4 |
1cons | 60262467.txt_b1 | 60262467.txt | 591
680
Balance Sheet Ratios Financial leverage Equity ratio
165.5% 24.3%
219.6% 20.3%
234.0% 19.0%
Data Per Share (euros) Earnings per share3) Operating cash flow Dividend per share Number of outstanding shares (in thousands)
4.60 8.47 0.924)
45,349
4.01 (0.23) 0.92
45,349
5.02 7.24 0.92
45,349
Employees Number of employees at year-end Personnel expenses (euros in millions)
13,941 695
13,362 630
12,829 580
1) 1997 and 1996 comparatives are restated due to the application of IAS 12 (revised 1996) "Income Taxes". 2) Consolidated financial statements for 1998 include the Salomon group for the first time. 3) In 1998 before special effect of 369 million for acquired in-process research and development expensed. 4) Subject to Annual General Meeting approval.
19982)
3,206 975
1,026 (327) 1,655 463
357.2% 14.4%
4.52 2.64 0.84
45,349
12,036 513
19971)
2,224 821
592 11
738 717
103.0% 32.2%
5.22 0.88 0.84
45,349
7,993 331
19961)
1,288 556
418 284 174 489
35.6% 37.9%
3.54 2.26 0.56
45,349
6,986 240
1995
909 431
288 175 208 295
70.6% 32.4%
2.76 1.48 0.13
45,349
5,730 199
Financial Calendar 2002
February 7 March 7
May 2
May 8 May 9 August 7
November 7
Preliminary Full Year 2001 Results Press release Full Year 2001 Results Press release Analyst and press conferences Webcast Analyst conference call First Quarter 2002 Results Press release Webcast Analyst conference call Annual General Meeting (in Fürth/Bavaria) Webcast Dividend paid* First Half | 5 |
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